EX-99.1 2 nvve-exx991xq4x12x31x2024.htm EX-99.1 Document


Exhibit 99.1
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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.

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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
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FINANCIAL TABLES FOLLOW
 NUVVE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, 2024December 31, 2023
Assets
Current Assets
Cash$371,497 $1,534,660 
Restricted cash320,000 480,000 
Accounts receivable, net2,148,198 1,724,899 
Inventories4,591,902 5,889,453 
Prepaid expenses 494,986 994,719 
Deferred costs417,290 1,145,608 
Other current assets931,244 751,412 
Total Current Assets9,275,117 12,520,751 
Property and equipment, net613,958 766,264 
Intangible assets, net1,062,766 1,202,203 
Investment in equity securities670,951 670,951 
Investment in leases101,415 112,255 
Right-of-use operating lease assets4,493,360 4,839,526 
Deferred costs - noncurrent564,558 521,994 
Financing receivables— 288,872 
Security deposit, long-term15,687 27,690 
Total Assets$16,797,812 $20,950,506 
Liabilities and Equity
Current Liabilities
Accounts payable$1,882,357 $1,694,325 
Accrued expenses3,393,205 4,632,101 
Deferred revenue - current506,496 697,105 
Debt -term loan1,609,928 — 
Due to related party - promissory notes - current562,241 — 
Convertible notes - current2,475,162 — 
Operating lease liabilities - current914,800 856,250 
Other liabilities6,969 105,141 
Total Current Liabilities11,351,158 7,984,922 
Operating lease liabilities - noncurrent4,254,173 4,646,383 
Deferred revenue - noncurrent771,747 332,951 
Due to related party - promissory notes - noncurrent840,500 — 
Warrants/investment rights liability699,087 4,621 
Derivative liability - non-controlling redeemable preferred shares— 309,728 
Other long-term liabilities170,794 681,438 
Total Liabilities18,087,459 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 capital164,285,336 155,615,962 
Accumulated other comprehensive income46,494 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 
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  NUVVE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended December 31,Years Ended December 31,
2024202320242023
Revenue
Products$1,179,078 $1,095,046 $2,568,573 $5,843,187 
Services520,742 441,956 2,307,679 2,162,218 
Grants86,255 107,675 409,977 326,757 
Total revenue1,786,075 1,644,677 5,286,229 8,332,162 
Operating expenses
Cost of products 1,121,542 766,255 2,124,506 5,804,011 
Cost of services 382,769 401,844 1,410,051 1,177,333 
Selling, general, and administrative5,126,547 5,943,574 17,671,110 24,694,693 
Research and development767,558 1,981,189 4,540,993 8,761,400 
Total operating expenses7,398,416 9,092,862 25,746,660 40,437,437 
Operating loss(5,612,341)(7,448,185)(20,460,431)(32,105,275)
Other income
Interest (expense) income, net(544,653)2,988 (767,373)108,182 
Change in fair value of convertible notes444,656 — 444,656 — 
Change in fair value of warrants/investment rights liability1,019,946 71,654 3,662,370 216,263 
Change in fair value of derivative liability— (24,088)(3,626)49,497 
Other, net(404,825)79,991 (300,408)436,146 
Total other (expense) income, net515,124 130,545 3,035,619 810,088 
Loss before taxes(5,097,217)(7,317,640)(17,424,812)(31,295,187)
Income tax expense 1,600 1,600 1,600 1,600 
Net loss$(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 diluted881,144 107,711 646,329 79,827 
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  NUVVE HOLDING CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
Three Months Ended December 31,Years Ended December 31,
2024202320242023
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)

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  NUVVE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Years Ended December 31,
20242023
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 amortization337,971 396,210 
Share-based compensation2,620,127 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 liability3,626 (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 notes87,222 — 
Noncash lease expense357,118 476,208 
Change in operating assets and liabilities
Accounts receivable(148,299)(634,432)
Inventory1,297,551 5,445,390 
Prepaid expenses and other assets1,506,991 (447,604)
Accounts payable196,413 (696,098)
Accrued expenses and other liabilities(1,422,380)2,191,845 
Deferred revenue259,026 (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 costs6,470,500 — 
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 costs8,502,086 884,586 
Net cash provided by financing activities14,462,917 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 year2,014,660 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 
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