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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2025
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-40296 86-1617000
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road, Ste 230 San Diego, California 92106
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 456-5161
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading symbols   Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share   NVVE   The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock   NVVEW   The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 2.02.



Results of Operations and Financial Condition.
On March 31, 2025, Nuvve Holding Corp. (the “Company”) issued a press release announcing financial results for its fourth quarter ended December 31, 2024. A copy of the press release is furnish herewith as Exhibits 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 above is hereby incorporated herein by reference.
The information and exhibit included pursuant to Item 2.02 and 7.01 of this report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. Description
99.1
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
1


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 31, 2025
NUVVE HOLDING CORP.
   
  By: /s/ Gregory Poilasne
    Gregory Poilasne
    Chief Executive Officer
2
EX-99.1 2 nvve-exx991xq4x12x31x2024.htm EX-99.1 Document


Exhibit 99.1
image_0a.jpg

Nuvve Provides Fourth Quarter and Full Year 2024 Financial Update
Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

SAN DIEGO, CA - March 31, 2025 — Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a global leader in grid modernization and vehicle-to-grid (V2G) technology, today provided a fourth quarter and full-year 2024 update.
 Fourth Quarter Highlights and Recent Developments

•Increased megawatts under management by 22.3% to 30.7 megawatts as of December 31, 2024, from 25.1 megawatts as of December 31, 2023
•Reduced operating expenses excluding cost of sales by $2.0 million in the fourth quarter of 2024 to $5.9 million compared to $7.9 million in the fourth quarter of 2023
•Generated cash and cash equivalents of $0.4 million as of December 31, 2024, and during first three months of 2025 raised approximately $2.6 million in gross proceeds through debt obligations, private placement offerings, and exercise of warrants


Management Discussion

Gregory Poilasne, Chief Executive Officer of Nuvve, said “We were encouraged by the acceleration of revenues in the back half of the year after a slow start. We began 2025 with over $18 million in customer backlog which, along with the recent State of New Mexico contract award to deliver turnkey electrification services, provides us with strong support for growth in 2025.”





2024 Fourth Quarter Financial Review

Total revenue was $1.79 million for the three months ended December 31, 2024, flat compared to $1.64 million for the three months ended December 31, 2023. The modest increase in revenue was due mostly to flat customers sales orders and shipments. Revenue for the three months ended December 31, 2024 consisted of sales of DC and AC Chargers of about $1.18 million, grid services revenue of $0.01 million, and engineering services of $0.51 million, compared to sales of DC and AC $1.10 million, grid services of $0.05 million, and engineering services of $0.39 million for the three months ended December 31, 2023.

Cost of product and service revenues for the three months ended December 31, 2024, increased by $0.3 million to $1.5 million, or 28.8%, compared to $1.2 million for the three months ended December 31, 2023 due mostly to flat customers sales orders and shipments. Products and services margins for the three months ended December 31, 2024 decreased by 12.5% to 11.5%, compared to 24.0% for the same prior year period. Margin was negatively impacted mostly by a higher mix of hardware charging stations sales and a lower mix of engineering services.

Selling, general and administrative expenses consist of selling, marketing, payroll, administrative, finance, and professional expenses. Selling, general and administrative expenses were $5.1 million for the three months ended December 31, 2024, as compared to $5.9 million for the three months ended December 31, 2023, a decrease of $0.8 million, or 13.7%. The decrease during the three months ended December 31, 2024 was primarily attributable to decreases in compensation expenses of $0.7 million, including share-based compensation, decrease in legal expenses of $0.4 million, decrease in insurance related expenses of $0.1 million, and decrease in office related expenses of $0.1 million, partially offset by increase in travel-related expenses of $0.3 million and increase in public company related expenses of $0.2 million.
Research and development expenses decreased by $1.2 million, or 61.3%, from $2.0 million for the three months ended December 31, 2023 to $0.8 million for the three months ended December 31, 2024. The decreases during the three months ended December 31, 2024 were primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with more vehicles.
Other income (expense) consists primarily of interest expense, change in fair value of warrants liability and derivative liability, and other income (expense). Other income (expense) decreased by $0.38 million of expense, from $0.13 million of other income for the three months ended December 31, 2023, to $0.52 million in other expense for the three months ended December 31, 2024. The decrease during the three months ended December 31, 2024 was primarily attributable to the change in fair value of the warrants/investment rights liability, convertible notes, and increase in interest expense on debt obligations.
Net loss decreased by $2.2 million from net loss of $7.3 million for the three months ended December 31, 2023, to $5.1 million of net loss for the three months ended December 31, 2024. The decrease in net loss was primarily due to a decrease in operating expenses of $1.7 million, increase in revenue of $0.14 million, and an increase in other income, net of $0.4 million.
Net Loss Attributable to Non-Controlling Interest
Net loss attributable to non-controlling interest was $0.03 million and $0.04 million for the three months ended December 31, 2024 and 2023, respectively.
Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in Deep Impact and Levo entities. Nuvve own 51% of Deep Impact common units during the three months ended December 31, 2024, and 51% of Levo's common units during the three months ended December 31, 2023. Nuvve had determined that Deep Impact and Levo were variable interest entities (“VIE”) in which Nuvve was the primary beneficiary. Accordingly, Nuvve consolidated Deep Impact and Levo, and recorded a non-controlling interest for the share of Deep Impact and Levo owned by other parties during the three months ended December 31, 2024 and 2023.
Stonepeak and Evolve conditional capital contribution commitments expired on August 4, 2024. On October 15, 2024, Nuvve, Stonepeak, and Evolve entered into Sale Agreement, pursuant to which Stonepeak and Evolve sold their combined 49% membership interest in Levo to Nuvve for a de minimis price. As a result of the closing of the Sale Agreement, Nuvve became the 100% owner of Levo. On December 13, 2024, the Company dissolved Levo as an entity.

Megawatts Under Management

Megawatts under management refers to the potential available charging capacity Nuvve is currently managing around the world.

2


Conference Call Details
Nuvve will hold a conference call to review its financial results for the fourth quarter of 2024, along with other company developments at 5:00 PM Eastern Time (2:00 PM PT) today, Thursday, March 31, 2025.

To participate in the call, please register for and listen via a live webcast, available in the ‘Events' section of Nuvve’s investor relations website at https://investors.nuvve.com/. In addition, a replay of the call will be made available for future access.
About Nuvve Holding Corp.
Nuvve Holding Corp. (Nasdaq: NVVE) is leading the electrification of the planet, beginning with transportation, through its intelligent energy platform. Combining the world’s most advanced vehicle-to-grid (V2G) technology and an ecosystem of electrification partners, Nuvve dynamically manages power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy. By transforming EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world. Since its founding in 2010, Nuvve has successfully deployed V2G on five continents and offers turnkey electrification solutions for fleets of all types. Nuvve is headquartered in San Diego, California, and can be found online at nuvve.com.

Nuvve and associated logos are among the trademarks of Nuvve and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "expects," "believes," "aims," "anticipates," "plans," "looking forward to," "estimates," "projects," "assumes," "guides," "targets," "forecasts," "continue," "seeks" or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements concerning Nuvve’s expectations, plans, intentions, strategies, prospects, business plans, product and service offerings, new deployments, potential project successes, expected timing of recently announced projects, anticipated growth of various business areas and other statements that are not historical facts. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC). Copies of these filings are available online at www.sec.gov, https://investors.nuvve.com or on request from Nuvve. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Nuvve’s filings with the SEC. Such forward-looking statements speak only as of the date made, and Nuvve disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this press release.

Nuvve Investor Contact
investorrelations@nuvve.com
+1 (619) 483-3448

Nuvve Press Contacts
press@nuvve.com
+1 (619) 483-3448
3


FINANCIAL TABLES FOLLOW
 NUVVE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, 2024 December 31, 2023
Assets
Current Assets
Cash $ 371,497  $ 1,534,660 
Restricted cash 320,000  480,000 
Accounts receivable, net 2,148,198  1,724,899 
Inventories 4,591,902  5,889,453 
Prepaid expenses 494,986  994,719 
Deferred costs 417,290  1,145,608 
Other current assets 931,244  751,412 
Total Current Assets 9,275,117  12,520,751 
Property and equipment, net 613,958  766,264 
Intangible assets, net 1,062,766  1,202,203 
Investment in equity securities 670,951  670,951 
Investment in leases 101,415  112,255 
Right-of-use operating lease assets 4,493,360  4,839,526 
Deferred costs - noncurrent 564,558  521,994 
Financing receivables —  288,872 
Security deposit, long-term 15,687  27,690 
Total Assets $ 16,797,812  $ 20,950,506 
Liabilities and Equity
Current Liabilities
Accounts payable $ 1,882,357  $ 1,694,325 
Accrued expenses 3,393,205  4,632,101 
Deferred revenue - current 506,496  697,105 
Debt -term loan 1,609,928  — 
Due to related party - promissory notes - current 562,241  — 
Convertible notes - current 2,475,162  — 
Operating lease liabilities - current 914,800  856,250 
Other liabilities 6,969  105,141 
Total Current Liabilities 11,351,158  7,984,922 
Operating lease liabilities - noncurrent 4,254,173  4,646,383 
Deferred revenue - noncurrent 771,747  332,951 
Due to related party - promissory notes - noncurrent 840,500  — 
Warrants/investment rights liability 699,087  4,621 
Derivative liability - non-controlling redeemable preferred shares —  309,728 
Other long-term liabilities 170,794  681,438 
Total Liabilities 18,087,459  13,960,043 
Commitments and Contingencies
Mezzanine equity
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2024 and 3,138 shares issued and outstanding at December 31, 2023; aggregate liquidation preference of $0 and $3,750,201 at December 31, 2024 and December 31, 2023, respectively. —  4,193,629 
Class D Incentive units, zero par value, 1,000,000 units authorized, 0 and 50,000 units issued and outstanding at December 31, 2024 and December 31, 2023, respectively. —  216,229 
Stockholders’ Equity
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively —  — 
Common stock, $0.0001 par value, 100,000,000 shares authorized; 904,949 issued and 903,269 outstanding at December 31, 2024; 124,659 shares issued and outstanding at December 31, 2023. 6,408  5,927 
Treasury stock, at cost, 1,680 shares outstanding at December 31, 2024; 0 shares outstanding at December 31, 2023. —  — 
Additional paid-in capital 164,285,336  155,615,962 
Accumulated other comprehensive income 46,494  93,676 
Accumulated deficit (165,599,076) (148,240,859)
Nuvve Holding Corp. Stockholders’ Equity (1,260,838) 7,474,706 
Non-controlling interests (28,809) (4,894,101)
Total Stockholders’ (Deficit) Equity (1,289,647) 2,580,605 
Total (deficit) equity (1,289,647) 6,990,463 
Total Liabilities and Equity $ 16,797,812  $ 20,950,506 
4


  NUVVE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended December 31, Years Ended December 31,
2024 2023 2024 2023
Revenue
Products $ 1,179,078  $ 1,095,046  $ 2,568,573  $ 5,843,187 
Services 520,742  441,956  2,307,679  2,162,218 
Grants 86,255  107,675  409,977  326,757 
Total revenue 1,786,075  1,644,677  5,286,229  8,332,162 
Operating expenses
Cost of products 1,121,542  766,255  2,124,506  5,804,011 
Cost of services 382,769  401,844  1,410,051  1,177,333 
Selling, general, and administrative 5,126,547  5,943,574  17,671,110  24,694,693 
Research and development 767,558  1,981,189  4,540,993  8,761,400 
Total operating expenses 7,398,416  9,092,862  25,746,660  40,437,437 
Operating loss (5,612,341) (7,448,185) (20,460,431) (32,105,275)
Other income
Interest (expense) income, net (544,653) 2,988  (767,373) 108,182 
Change in fair value of convertible notes 444,656  —  444,656  — 
Change in fair value of warrants/investment rights liability 1,019,946  71,654  3,662,370  216,263 
Change in fair value of derivative liability —  (24,088) (3,626) 49,497 
Other, net (404,825) 79,991  (300,408) 436,146 
Total other (expense) income, net 515,124  130,545  3,035,619  810,088 
Loss before taxes (5,097,217) (7,317,640) (17,424,812) (31,295,187)
Income tax expense 1,600  1,600  1,600  1,600 
Net loss $ (5,098,817) $ (7,319,240) $ (17,426,412) $ (31,296,787)
Less: Net loss attributable to non-controlling interests (28,809) (35,495) (28,809) (12,456)
Net loss attributable to Nuvve Holding Corp. $ (5,070,008) $ (7,283,745) $ (17,397,603) $ (31,284,331)
Less: Preferred dividends on redeemable non-controlling interests —  73,533  —  285,595 
Less: Accretion on redeemable non-controlling interests preferred shares —  161,466  —  645,864 
Net loss attributable to Nuvve Holding Corp. common stockholders $ (5,070,008) $ (7,518,744) $ (17,397,603) $ (32,215,790)
 
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted $ (5.75) $ (69.80) $ (26.92) $ (403.57)
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted 881,144  107,711  646,329  79,827 
5


  NUVVE HOLDING CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
Three Months Ended December 31, Years Ended December 31,
2024 2023 2024 2023
Net income (loss) $ (5,098,817) $ (7,319,240) $ (17,426,412) $ (31,296,787)
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes (27,652) (10,863) (47,182) 17,494 
Total Comprehensive income (loss) $ (5,126,469) $ (7,330,103) $ (17,473,594) $ (31,279,293)
Less: Comprehensive income (loss) attributable to non-controlling interests, net taxes (28,809) (35,495) (28,809) (12,456)
Comprehensive income (loss) attributable to Nuvve Holding Corp. $ (5,097,660) $ (7,294,608) $ (17,444,785) $ (31,266,837)
Less: Preferred dividends on redeemable non-controlling interests —  (73,533) —  285,595 
Less: Accretion on redeemable non-controlling interests preferred shares —  (161,466) —  (645,864)
Comprehensive income (loss) attributable to Nuvve Holding Corp. common stockholders $ (5,097,660) $ (7,059,609) $ (17,444,785) $ (30,335,378)

6


  NUVVE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Years Ended December 31,
2024 2023
Operating activities
Net loss $ (17,426,412) $ (31,296,787)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization 337,971  396,210 
Share-based compensation 2,620,127  4,107,634 
Change in fair value of warrants liability (3,263,697) (216,263)
Change in fair value of convertible notes (444,656) — 
Change in fair value of derivative liability 3,626  (49,497)
Loss on warrants issuance 305,065  — 
Gains from the sale of investments securities —  (325,155)
Loss on disposal of asset —  862 
Amortization of discount on debt and promissory notes 87,222  — 
Noncash lease expense 357,118  476,208 
Change in operating assets and liabilities
Accounts receivable (148,299) (634,432)
Inventory 1,297,551  5,445,390 
Prepaid expenses and other assets 1,506,991  (447,604)
Accounts payable 196,413  (696,098)
Accrued expenses and other liabilities (1,422,380) 2,191,845 
Deferred revenue 259,026  (206,641)
Net cash used in operating activities (15,734,334) (21,254,328)
Investing activities
Purchase of property and equipment (45,395) (188,433)
Proceeds from sale of investments in equity securities —  1,325,155 
Net cash provided by (used in) investing activities (45,395) 1,136,722 
Financing activities
Proceeds from debt and promissory notes obligations, net of issuance costs 6,470,500  — 
Repayment of debt and promissory notes obligations (654,655) — 
Payment of finance lease obligations (10,074) (8,140)
Proceeds from exercise of warrants 155,060  — 
Proceeds from Direct Offering of common stock, net of offering costs —  4,986,300 
Proceeds from common stock offering, net of offering costs 8,502,086  884,586 
Net cash provided by financing activities 14,462,917  5,862,746 
Effect of exchange rate on cash (6,351) 35,624 
Net decrease in cash and restricted cash (1,323,163) (14,219,236)
Cash and restricted cash at beginning of year 2,014,660  16,233,896 
Cash and restricted cash at end of year $ 691,497  $ 2,014,660 
Supplemental Disclosure of cash information:
Cash paid for interest $ 563,345  $ — 
Cash paid for income taxes $ 1,600  $ — 
Supplemental Disclosure of Noncash Investing Activity
Transfer of inventory to property and equipment —  216,988 
7