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What changed in Nuvve Holding Corp.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Nuvve Holding Corp.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+283 added−255 removedSource: 10-K (2025-03-31) vs 10-K (2024-03-29)

Top changes in Nuvve Holding Corp.'s 2024 10-K

283 paragraphs added · 255 removed · 202 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

56 edited+3 added−3 removed134 unchanged
Biggest changeIn the case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive OEMs and charge point operators.
Biggest changeWe expect to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations. In the case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle.
We believe these customers choose to electrify their fleets for economic reasons, as the comparative total cost of ownership favors electrification. Our GIVe software platform can help them lower operating costs and achieve sustainability goals.
We believe these customers choose to electrify their fleets for economic reasons, as the comparative total cost of ownership favors electrification. Our GIVe software platform can help them lower operating costs and achieve sustainability goals.
We offer networked charging stations, infrastructure, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low or free energy costs.
We offer networked charging stations, infrastructure, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low or free energy costs.
We anticipate the electrification of school buses to experience significant growth in the next two to five years, as there are over 600,000 school buses on the road today in the United States and Canada. Approximately 95% of them are diesel with an average age of over 11 years.
We anticipate the electrification of school buses to experience significant growth in the next two to five years, as there are approximately over 600,000 school buses on the road today in the United States and Canada. Approximately 95% of them are diesel with an average age of over 11 years.
The LEMS generally serves as a local power control agent for facilitating energy management at the local site level by controlling and leveraging a plurality of local assets deployed at the local site, and combining a plurality of generated power from each site which acts as its own virtual power plant for delivering grid services to the grid.
The LEMS generally serves as a local power control agent for facilitating energy management at the local site level by controlling and leveraging a plurality of local assets deployed at the local site, and combining a plurality of generated power from each site which acts as its own virtual power plant for delivering grid services to the grid.
In addition, the LEMS has the ability to effectively handle and fulfill energy and electrical objectives of the grid services, including regulation or demand response objectives from the grid, by conveying operational set points that control the power charge and discharge at each local asset in order to meet those objectives.
In addition, the LEMS has the ability to effectively handle and fulfill energy and electrical objectives of the grid services, including regulation or demand response objectives from the grid, by conveying operational set points that control the power charge and discharge at each local asset in order to meet those objectives.
Our GIVe software platform enables us to aggregate multiple EV batteries into a virtual power plant (“VPP”) to provide bidirectional services to the electrical grid in a qualified and secure manner. VPPs can generate revenue by selling excess power to utility companies, utilizing the stored power to perform grid services, or reduce building energy peak consumption.
Our GIVe software platform enables us to aggregate multiple EV batteries and stationary batteries into a virtual power plant (“VPP”) to provide bidirectional services to the electrical grid in a qualified and secure manner. VPPs can generate revenue by selling excess power to utility companies, utilizing the stored power to perform grid services, or reduce building energy peak consumption.
The GIVE platform constantly communicates with the electricity infrastructure, charge points, and charging EVs, creating a balanced and optimized eco system. Electric vehicles are inherently unreliable grid resources because their primary transportation function can cause them to be plugged in or unplugged at any time with varying states of charge.
The GIVE platform constantly communicates with the electricity infrastructure, charge points, batteries and charging EVs, creating a balanced and optimized eco system. Electric vehicles are inherently unreliable grid resources because their primary transportation function can cause them to be plugged in or unplugged at any time with varying states of charge.
Our GIVe software platform was created to harness capacity from “loads” at the edge of the distribution grid (i.e., coalitions of aggregated EVs and small stationary batteries) in a qualified, controlled and secure manner to provide many of the grid services offered by conventional generation sources (i.e., coal and natural gas plants).
Our GIVe software platform was created to harness capacity from “loads” at the edge of the distribution grid (i.e., coalitions of aggregated EVs and small stationary batteries) in a qualified, controlled and secure manner to provide many of the grid services offered by conventional generation sources (i.e., coal and natural gas 8 plants).
If a complaint is financial in nature, the Audit Committee Chair is notified concurrently, which triggers an investigation, action and report. Applying Nasdaq’s listing standards for independence, three of our five directors are independent. We are committed to protecting the environment and attempt to mitigate any negative impact of our operations.
If a complaint is financial in nature, the Audit Committee Chair is notified concurrently, which triggers an investigation, action and report. Applying Nasdaq’s listing standards for independence, three of our five directors are independent. 21 We are committed to protecting the environment and attempt to mitigate any negative impact of our operations.
With third-party forecasts calling for the further acceleration of electric school bus deployments in 2024 compared with 2023, and assuming we maintain our existing market share of charging station sales, we see a path forward to potentially tripling our charging station unit sales and doubling hardware revenues in 2024 compared with 2023.
With third-party forecasts calling for the further acceleration of electric school bus deployments in 2025 compared with 2024 and 2023, and assuming we maintain our existing market share of charging station sales, we see a path forward to potentially tripling our charging station unit sales and doubling hardware revenues in 2025 compared with 2023.
Since our founding in 2010, we have successfully deployed V2G projects on five continents and we offer electrification solutions for fleets of all types. 1 Overview of Our Technology Our platform dynamically manages power to and from EVs and the grid at scale.
Since our founding in 2010, we have successfully deployed V2G projects on five continents and we offer electrification solutions for fleets of all types. 1 Overview of Our Technology Our platform dynamically manages power to and from EVs, batteries, and the grid at scale.
As each vehicle is plugged in, our software automatically takes control of each vehicle’s charging and discharging. We aggregate multiple EVs into a VPP. The total available capacity from a coalition of aggregated EVs is bid onto the 3 frequency-controlled reserve market.
As each vehicle is plugged in, our software automatically takes control of each vehicle’s charging and discharging. We aggregate multiple EVs into a VPP. The total available capacity from a coalition of aggregated EVs is bid onto the frequency-controlled reserve market.
This Denmark deployment showcases our ability to adapt our V2G software to match requirements for market participation and interconnection to the grid — vehicles in this commercial V2G operation are each connected to 10kW bidirectional DC chargers that are controlled by our V2G GIVe platform.
This Denmark deployment showcases our ability to adapt our V2G software to match requirements for market participation and interconnection to the grid — vehicles 3 in this commercial V2G operation are each connected to 10kW bidirectional DC chargers that are controlled by our V2G GIVe platform.
Reduced maintenance downtime for EVs compared to internal combustion engine vehicles. 4. EV charging does not present all of the same environmental risks of liquid refueling, as it does not involve the storage and release of hydrocarbons at the refueling site. 7 5.
Reduced maintenance downtime for EVs compared to internal combustion engine vehicles. 4. EV charging does not present all of the same environmental risks of liquid refueling, as it does not involve the storage and release of hydrocarbons at the refueling site. 5.
Our intelligent vehicle-to-grid technology allows EV owners to efficiently meet the energy demands of individual vehicles and entire fleets. With our V2G technology, the grid becomes more resilient through the benefits of greater networked battery capacity.
Our intelligent vehicle-to-grid technology allows EV owners to efficiently and timely meet the energy demands of individual vehicles and entire fleets. With our V2G technology, the grid becomes more resilient through the benefits of greater networked battery capacity.
While Tesla does offer EV charging services, these do not include V2G and we do not believe Tesla vehicles are currently capable of bi-directional power flow.
While Tesla does offer EV charging services, these do not include V2G and we do not believe many Tesla vehicles are currently capable of bi-directional power flow.
Our longest running commercial operation is in Denmark, where we have provided V2G services for more than five years with daily bidding on energy markets. Specifically, this operation aggregates a coalition of EV batteries to provide a primary frequency containment reserve (“FCR”) service to the local transmission system operator.
Our longest running commercial operation is in Denmark, where we have provided V2G services for more than eight years with daily bidding on energy markets. Specifically, this operation aggregates a coalition of EV batteries to provide a primary frequency containment reserve (“FCR”) service to the local transmission system operator.
We intend to maintain our first-mover advantage via continued efficient investment in engineering and product development. • Invest in marketing and sales. We intend to continue attracting new customers and pursue a “portfolio effect” model which enables both V2G and uni-directional (V1G) assets to be efficiently combined in order to boost overall value. • Pursue strategic acquisitions.
We intend to maintain our first-mover advantage via continued efficient investment in engineering and product development. • Invest in marketing and sales. We intend to continue attracting new customers and pursue a “portfolio effect” model which enables V2G, uni-directional (V1G) and batteries assets to be efficiently combined in order to boost overall value. • Pursue strategic acquisitions.
Our success depends in part upon our ability to obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing our proprietary rights. As of December 31, 2023, we had six U.S. patents issued, and various corresponding foreign issued applications from five distinct patent families.
Our success depends in part upon our ability to obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing our proprietary rights. As of December 31, 2024, we had six U.S. patents issued, and various corresponding foreign issued applications from five distinct patent families.
With our technology, we are capable of providing many levels of vehicle-grid integration (“VGI”) and V2G services such as time of use optimization (“TOU”), demand response, demand charge management and wholesale energy market participation, thereby providing revenues from grid services as well as utility bill savings behind the meter.
With our technology, we are capable of providing many levels of vehicle-grid integration (“VGI”), distributed energy storage, and V2G services such as time of use optimization (“TOU”), demand response, demand charge management and wholesale energy market participation, thereby providing revenues from grid services as well as utility bill savings behind the meter.
We agreed to assign to Dreev our rights to the V2G technology in these territories. We presently hold a 13% interest in Dreev. The parties have certain put and call option rights under the agreements for the business venture, including a call option for each party upon a change in control of the other party.
We agreed to assign to Dreev our rights to the V2G technology in these territories. We presently hold a 5% interest in Dreev. The parties have certain put and call option rights under the agreements for the business venture, including a call option for each party upon a change in control of the other party.
With products designed to transform EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, we are working toward making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world.
With products designed to transform EVs into mobile energy storage assets and networking EV and stationary battery capacity to support shifting energy needs, we are working toward making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world.
Today, we continue to advance our software platform’s ability to conduct forecasting, bidding, dispatching and reporting functionalities — so that the needs of the driver, the grid and the EV battery are continually met. 9 Our Strategy Our strategy incorporates a diversified set of segments, geographies and partners, including the North America school bus market, stationary storage, enhancing our offering with artificial intelligence (AI).
Today, we continue to advance our software platform’s ability to conduct forecasting, bidding, dispatching and reporting functionalities — so that the needs of the driver, the grid and the EV battery are continually met. 9 Our Strategy Our strategy and focus on grid modernization incorporates a diversified set of segments, geographies and partners, including the North America school bus market, stationary storage, enhancing our offering with artificial intelligence (AI).
As of December 31, 2023, the average remaining life of our U.S. patents was approximately 8.8 years . We intend to continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies that we believe provide a meaningful competitive advantage.
As of December 31, 2024, the average remaining life of our U.S. patents was approximately 7.8 years . We intend to continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies that we believe provide a meaningful competitive advantage.
V2G technology creates energy equity increasing capacity for grid benefits for everyone. 21 Corporate History We are a Delaware corporation. Our principal executive offices are located at 2488 Historic Decatur Rd., Suite 200, San Diego, California, and our telephone number is (619) 456-5161.
V2G technology creates energy equity increasing capacity for grid benefits for everyone. Corporate History We are a Delaware corporation. Our principal executive offices are located at 2488 Historic Decatur Rd., Suite 230, San Diego, California, and our telephone number is (619) 456-5161.
In addition, countries around the world are expected to become increasingly focused on meeting climate goals, in part, by reducing the environmental effects of internal combustion engine vehicles, which account for approximately 45% of global CO 2 emissions (source: ourworldindata.org).
In addition, countries around the world are expected to become increasingly focused on meeting climate goals, in part, by reducing the environmental effects of internal combustion engine vehicles, which account for approximately 17.9% of global CO 2 emissions (source: ourworldindata.org).
Perhaps most importantly, EVs represent one of the most appropriate solutions to act as dispatchable distributed energy resources during renewable-rich mid-day periods by absorbing excess energy which might otherwise be curtailed or create transmission network congestion problems.
Perhaps most importantly, EVs and distribution storage represent one of the most appropriate solutions to act as dispatchable distributed energy resources during renewable-rich mid-day periods by absorbing excess energy which might otherwise be curtailed or create transmission network congestion problems.
We primarily compete with less advanced charge point operator EV charge management platforms providing fleet charging services without bi-directional capabilities, such as ChargePoint, Mobility House, EnelX, Shell-NewMotion, Blink and Ovo Energy. There are also additional entrants into the connected EV charging station equipment market, such as General Electric, SemaCharge, EVConnect, BP Pulse, Fermata, and Greenlots.
We primarily compete with less advanced charge point operator EV charge management platforms providing fleet charging services without bi-directional capabilities, such as ChargePoint, Mobility House, Blink and Ovo Energy. There are also additional entrants into the connected EV charging station equipment market, such as General Electric, SemaCharge, EVConnect, BP Pulse, and Fermata.
This Denmark-based fleet is driven primarily during the day and is parked at night and on weekends, allowing it on average about 17 hours of available market participation per day. While FCR values in Denmark fluctuate year over year, we have been able to generate approxim ately US$3,000 per car per year in market revenue on average.
This Denmark-based fleet is driven primarily during the day and is parked at night and on weekends, allowing it on average about 17 hours of available market participation per day. While FCR values in Denmark fluctuate year over year, we have been able to generate approxim ately US$2,800 per car per year in market revenue on average.
According to the Bloomberg New Energy Finance (BNEF) Electric Vehicle Outlook 2022, an estimated 720 million EVs will be on the road by 2040.
According to the Bloomberg New Energy Finance (BNEF) Electric Vehicle Outlook 2024, an estimated 720 million EVs will be on the road by 2040.
There are 600,000 school buses in North America being replaced at an average pace of 40,000 to 50,000 buses per year. School buses are not only parked most of the time (97% of the time on average), but they represent a use case for V2G that is easy for everyone to understand.
There are approximately 600,000 school buses in North America being replaced at an average pace of 40,000 to 50,000 buses per year. School buses are not only parked most of the time (97% of the time on average), but they represent a use case for V2G that is easy for everyone to understand. Electrifying school buses remains a top priority.
During the years ended December 31, 2023 and 2022, our top five customers accounted for approximately 38.9% and 54.7%, respectively, of our total revenue. Our customer concentration has historically varied based on the receipt of large orders, a trend that we expect to continue in the near term. Manufacturing and Suppliers We do not manufacture electric vehicle charging stations.
During the years ended December 31, 2024 and 2023, our top five customers accounted for approximately 42.3% and 38.9%, respectively, of our total revenue. Our customer concentration has historically varied based on the receipt of large orders, a trend that we expect to continue in the near term. Manufacturing and Suppliers We do not manufacture electric vehicle charging stations.
Looking ahead, we believe that stationary batteries will represent 15% our deployments for the next 3 years; this ranks high amongst our priorities and will provide the opportunity to realize cash faster than EVs as the Energy Management Platform business allows for significant upfront cash payment.
Looking ahead, we expect that stationary batteries will represent up to 15% our deployments for the next three years; this ranks high amongst our priorities and will provide the opportunity to realize cash faster than EVs as the Energy Management Platform business allows for significant upfront cash payment.
Our research and development is principally conducted at our headquarters in San Diego, California. As of December 31, 2023, we had 17 full-time employees and two contract workers engaged in research and development activities.
Our research and development is principally conducted at our headquarters in San Diego, California. As of December 31, 2024, we had 12 full-time employees and two contract workers engaged in research and development activities.
Human Capital Resources As of December 31, 2023, we had 47 regular full-time employees, 17 of whom were engaged in research and development activities, and two contract workers engaged in research and development activities. None of our employees are represented by a labor union, and we believe we maintain good relations with our employees.
Human Capital Resources As of December 31, 2024, we had 36 regular full-time employees, 12 of whom were engaged in research and development activities, and two contract workers engaged in research and development activities. None of our employees are represented by a labor union, and we believe we maintain good relations with our employees.
We have developed a proprietary vehicle-to-grid ("V2G") technology, including our Grid Integrated Vehicle (“GIVe”) cloud-based software platform, that enables us to link multiple electric vehicle (“EV”) batteries into a virtual power plant to provide bi-directional energy to the electrical grid in a qualified and secure manner.
We are a grid modernization company that has developed a proprietary vehicle-to-grid ("V2G") technology, including our Grid Integrated Vehicle (“GIVe”) cloud-based software platform, that enables us to link multiple electric vehicle (“EV”) batteries, as well as stationary batteries, into a virtual power plant to provide bi-directional energy to the electrical grid in a qualified and secure manner.
Customers For the years ended December 31, 2023 and 2022, we had customers whose revenue individually represented 10% or more of our total revenue. For the years ended December 31, 2023 and 2022, three customers accounted for 30.3% and 32.1% of our total revenue, respectively.
Customers For the years ended December 31, 2024 and 2023, we had customers whose revenue individually represented 10% or more of our total revenue. For the years ended December 31, 2024 and 2023, three customers accounted for 33.2% and 30.3% of our total revenue, respectively.
The fundamental predictive analytics work we have done through our partnership with 2021.ai has supported the development of advanced features that allow us to predict with a high level of confidence when an EV will be connected to a charging station and the amount of kWh it will need to onboard during the session.
This fundamental predictive analytics work has supported the development of advanced features that allow us to predict with a high level of confidence when an EV will be connected to a charging station and the amount of kWh it will need to onboard during the session.
Combining our innovative V2G technology and an ecosystem of electrification partners, we dynamically manage power among 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.
Combining our innovative V2G technology and an ecosystem of electrification partners, we dynamically manage power among EV batteries, stationary batteries, Distributed Energy Resource ("DER") and the grid to deliver new value to EV owners, accelerate the adoption of EVs, provide an alternative solution to for grid modernization, and support the world’s transition to clean energy.
Because our competitors’ platforms are less advanced in providing V2G services, we believe we face limited direct competition. 20 We believe that we have competitive advantages over our competitors, such as our intellectual property portfolio (we own key patents for V2G); qualification by transmission system operators (we are already qualified by multiple operators, making it easier for us to expand into other areas); experience (over a decade of experience of market participation and stakeholder interaction); and data ownership (we have accumulated vast amounts of data, which is the key for rapid and future developments).
We believe that we have competitive advantages over our competitors, such as our intellectual property portfolio (we own key patents for V2G); qualification by transmission system operators (we are already qualified by multiple operators, making it easier for us to expand into other areas); experience (over a decade of experience of market participation and stakeholder interaction); a track record of actual commercial developments; and data ownership (we have accumulated vast amounts of data, which is the key for rapid and future developments).
With our advanced platform, we believe that we can extract more value from these stationary batteries than any other player in the space. Such batteries are included in our deployments with Circle K, as well as at the University of California, San Diego, and the University of Delaware.
With our advanced platform, we believe that we can extract more value from these stationary batteries than any other player in the space. Such batteries are included in our deployments with the University of California, San Diego, the University of Delaware, and will be included in our V2G Hub projects.
There are many other large and small EV charger companies that offer non-networked or “basic” chargers that have limited customer leverage, but could provide a low-cost solution for basic charger needs in commercial and home locations.
There are many other large and small EV charger companies that offer non-networked or “basic” chargers that have limited customer leverage, 20 but could provide a low-cost solution for basic charger needs in commercial and home locations. Because our competitors’ platforms are less advanced in providing V2G services, we believe we face limited direct competition.
By employing a capital-light business model, we are able to strategically allocate our capital into research and development, marketing and sales and public policy.
Presently, grid services revenue comprises a small portion of our revenue, but we expect this portion to grow. By employing a capital-light business model, we are able to strategically allocate our capital into research and development, marketing and sales and public policy.
However, as EV adoption grows, demand for electricity as a transportation fuel may lead to congestion and overloading on transmission and local distribution grids. A significant investment is predicted to be needed to upgrade the electric grid to support this influx. Simultaneously, higher penetration of renewable energy sources (such as solar and wind generation) inherently increases grid volatility.
A significant investment is predicted to be needed to upgrade the electric grid to support this influx. Simultaneously, higher penetration of renewable energy sources (such as solar and wind generation) inherently increases grid volatility.
The intellectual property acquisition agreement terminates upon the later of the date all the milestone payments described above are made and the expiration date of the patents transferred to us.
The intellectual property acquisition agreement terminates upon the later of the date all the milestone payments described in Note 18 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, are made and the expiration date of the patents transferred to us.
We integrate our technology into V2G-capable charging stations made by dedicated manufacturing partners located throughout the world. However, our principal supplier of bidirectional DC Chargers is Rhombus Energy Solutions, and identifying a suitable alternative supplier could be an extensive process.
We integrate our technology into V2G-capable charging stations made by dedicated manufacturing partners located throughout the world. Our principal suppliers of bidirectional DC chargers include Tellus Power Green and Rhombus Energy Solutions, and we continue to evaluate and onboard additional suppliers, a process that remains extensive.
Today, Nuvve’s K-12 business, our business unit focused on school buses, is continuously accelerating and we expect will provide more than 80% of our revenue in 2024, and soon will yield 500 school buses connected to our platform.
Nuvve’s K-12 sales channel, our sales channel focused on school buses, is continuously accelerating, and we expect will provide significant part of our revenue in 2025, and yield up to 500 school buses connected to our platform in the near future.
Our current addressable energy and capacity markets for targeted grid services (frequency regulation, demand charge management, demand response, energy optimization, distribution grid services and energy arbitrage) are estimated to be of considerable value — each ranging from $3 billion to $250 billion per year. 8 Since 2010, we have been optimizing our energy software as a service (SaaS) model into a product that is adaptable (evolving with energy markets worldwide), adjustable (micro-service based to enable quick iteration) and scalable (compatible with widely adopted standards for EVs and charging stations).
Since 2010, we have been optimizing our energy software as a service (SaaS) model into a product that is adaptable (evolving with energy markets worldwide), adjustable (micro-service based to enable quick iteration) and scalable (compatible with widely adopted standards for EVs and charging stations).
Leading school bus OEMs are thereby ramping up their electric bus production capacity in response to an increasing interest from school districts and fleet operators across the United States and Canada. The electric school bus segment thereby represents a key growth opportunity for us to sell V2G capable charging stations and establish long-term recurring revenue streams from grid services.
Leading school bus OEMs are thereby ramping up their electric bus production capacity in response to an increasing interest from school districts and fleet operators across the United States and Canada.
Levo is our consolidated subsidiary. 11 We also operate a small number of company-owned charging stations serving as demonstration projects funded by government grants. In previous years, a substantial portion of our revenues have been derived from these grant funded projects, and we expect growth in company-owned stations and the related government grant funding to continue.
In previous years, a substantial portion of our revenues have been derived from these grant funded projects, and we expect growth in company-owned stations and the related government grant funding to continue. We anticipate that such projects will constitute a declining percentage of our business as our commercial operations expand.
We believe that this combination of factors further drives the need for intelligent VGI and V2G capabilities to effectively regulate grid voltage and frequency on a real time basis and address other common challenges such as massive morning and afternoon grid ramping.
We believe that this combination of factors further drives the need for intelligent VGI and V2G capabilities to effectively regulate grid voltage and frequency on a real time basis and address other common challenges such as massive morning and afternoon grid ramping. 7 With V2G services capturing available grid value streams such as frequency regulation, adaptive power, smart charging, smart charging/discharging, and peak-shaving services as part of the solution, the EV fleet owner/operator can symbiotically assist in improving and assuring grid stabilization while earning revenues.
In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, we may share the recurring grid services revenue with the customer. Presently, grid services revenue comprises a small portion of our revenue, but we expect this portion to grow.
In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive OEMs and charge point operators. In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, we may share the recurring grid services revenue with the customer.
As EV adoption grows, the associated charging infrastructure needed to support EVs has also seen a growth trend over the last few years. According to a September 2021 report from Schroders, the number of public charging points has grown from just over 600,000 at the end of 2018 to reach over 1.3 million by the end of 2020.
As EV adoption grows, the associated charging infrastructure needed to support EVs has also seen a growth trend over the last few years. According to a May 2023 report from Schroders, more than 13 million public chargers will need to be deployed globally by 2030 to meet forecasted EV growth worldwide.
Electrifying school buses remains a top priority for the Biden administration, as evidenced by the federal government’s $5 billion grant to the EPA to support electric school bus deployment. Through initiatives such as our partnership with Blue Bird, we are well-positioned to capitalize on this push toward electrification.
Through initiatives such as our partnership with various third parties, we are well-positioned to capitalize on the push toward electrification.
The same report projects the annual run-rate of investment in charging points will be $80 billion over the next 20 years. 6 Additional factors propelling this shift to electrification include proposed fossil fuel bans or restrictions, transit electrification mandates, utility incentive programs and declining battery costs.
Additional factors propelling this shift to electrification include proposed fossil fuel bans or restrictions, transit electrification mandates, utility incentive programs and declining battery costs. 6 However, as EV adoption grows, demand for electricity as a transportation fuel may lead to congestion and overloading on transmission and local distribution grids.
Removed
With V2G services capturing available grid value streams such as frequency regulation, adaptive power, smart charging, smart charging/discharging, and peak-shaving services as part of the solution, the EV fleet owner/operator can symbiotically assist in improving and assuring grid stabilization while earning revenues.
Added
According to the same report, as of 2023 there were around 3.5 million public charging points, a majority of which were located in China. The capital investments required for meeting such charging infrastructure demands by 2030 is estimated to be between $150-200 billion, based on current average costs of EV chargers.
Removed
Following announcements during 2020 with leading OEMs in the North American electric school bus segment, we formed Levo Mobility LLC ("Levo"), a Delaware limited liability company, with Stonepeak Rocket Holdings LP ("Stonepeak"), a Delaware limited partnership, and Evolve Transition Infrastructure LP ("Evolve"), a Delaware limited partnership, to further develop our offerings to bring turnkey V2G solutions with finance packages to customers, including equipment financing, V2G services, infrastructure and maintenance operations.
Added
Our current addressable energy and capacity markets for targeted grid services (frequency regulation, demand charge management, demand response, energy optimization, distribution grid services and energy arbitrage) are estimated to be of considerable value — each ranging from $3 billion to $250 billion per year.
Removed
We anticipate that such projects will constitute a declining percentage of our business as our commercial operations expand. We expect to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations.
Added
The electric school bus segment thereby represents a key growth opportunity for us to sell V2G capable charging stations and establish long-term recurring revenue streams from grid services. 11 We also operate a small number of company-owned charging stations serving as demonstration projects funded by government grants.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

78 edited+36 added−19 removed362 unchanged
Biggest changeUnder this IP Acquisition Agreement, upon achieving certain substantial commercialization milestones, we may be required to make up to $7,500,000 in royalty payments to the University of Delaware. We also are required to pay the University of Delaware a minimum of $400,000 per year under a research agreement subject to achievement of certain milestones.
Biggest changeWe are party to an intellectual property acquisition agreement (“IP Acquisition Agreement”) with the University of Delaware, pursuant to which we acquired certain of the key patents underlying our V2G technology. Under this IP Acquisition Agreement, upon achieving certain substantial commercialization milestones, we may be required to make up to $7,500,000 in royalty payments to the University of Delaware.
The market for EVs could be affected by numerous factors, such as: • perceptions about EV features, quality, safety, performance and cost; • perceptions about the limited range over which EVs may be driven on a single battery charge; • competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles; • volatility in the cost of oil and gasoline; • concerns regarding the stability of the electrical grid; 32 • the decline of an EV battery’s ability to hold a charge over time; • availability of service for EVs; • consumers’ perception about the convenience and cost of charging EVs; • increases in fuel efficiency; • government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally; • relaxation of government mandates or quotas regarding the sale of EVs; and • concerns about the future viability of EV manufacturers.
The market for EVs could be affected by numerous factors, such as: • perceptions about EV features, quality, safety, performance and cost; • perceptions about the limited range over which EVs may be driven on a single battery charge; • competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles; • volatility in the cost of oil and gasoline; • concerns regarding the stability of the electrical grid; • the decline of an EV battery’s ability to hold a charge over time; • availability of service for EVs; • consumers’ perception about the convenience and cost of charging EVs; 32 • increases in fuel efficiency; • government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally; • relaxation of government mandates or quotas regarding the sale of EVs; and • concerns about the future viability of EV manufacturers.
Such intellectual property rights could be awarded to a third party, and we could be required to obtain a license from such third a party to commercialize our technology or products, which may not be available on commercially 36 reasonable terms or at all.
Such intellectual property rights could be awarded to a third party, and we could be required to obtain a 36 license from such third a party to commercialize our technology or products, which may not be available on commercially reasonable terms or at all.
Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce our tax liabilities, (b) changes in the valuation of our deferred tax assets and liabilities, (c) expected timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes in the relative amount of our earnings subject to tax in the various jurisdictions in which we operate or have subsidiaries, (f) the potential expansion of our business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to our existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of our intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) our ability to structure our operations in an efficient and 42 competitive manner.
Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce our tax liabilities, (b) changes in the valuation of our deferred tax assets and liabilities, (c) expected timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes in the relative amount of our earnings subject to tax in the various jurisdictions in which we operate or have subsidiaries, (f) the potential expansion of our business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to our existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of our intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) our ability to structure our operations in an efficient and competitive manner.
These factors include: 49 • actual or anticipated fluctuations in operating results; • failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public; • issuance of new or updated research or reports by securities analysts or changed recommendations for our stock or the transportation industry in general; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments; • operating and share price performance of other companies that investors deem comparable to us; • our focus on long-term goals over short-term results; • the timing and magnitude of our investments in the growth of it business; • actual or anticipated changes in laws and regulations affecting our business; • additions or departures of key management or other personnel; • disputes or other developments related to our intellectual property or other proprietary rights, including litigation; • our ability to market new and enhanced products and technologies on a timely basis; • sales of substantial amounts of the common stock by executive officers, directors or significant stockholders or the perception that such sales could occur; • changes in our capital structure, including future issuances of securities or the incurrence of debt; and • general economic, political and market conditions.
These factors include: • actual or anticipated fluctuations in operating results; • failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public; • issuance of new or updated research or reports by securities analysts or changed recommendations for our stock or the transportation industry in general; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments; • operating and share price performance of other companies that investors deem comparable to us; • our focus on long-term goals over short-term results; • the timing and magnitude of our investments in the growth of it business; 50 • actual or anticipated changes in laws and regulations affecting our business; • additions or departures of key management or other personnel; • disputes or other developments related to our intellectual property or other proprietary rights, including litigation; • our ability to market new and enhanced products and technologies on a timely basis; • sales of substantial amounts of the common stock by executive officers, directors or significant stockholders or the perception that such sales could occur; • changes in our capital structure, including future issuances of securities or the incurrence of debt; and • general economic, political and market conditions.
We face significant risks if we fail to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or 47 indirectly, improper payments or benefits to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage.
We face significant risks if we fail to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage.
In addition, in the event the University of Delaware notifies us of a third party’s interest in a region in which the patents are valid, and we do not within 60 days inform the university that either we intend to address the region 29 pursuant to a commercially reasonable development plan or intend to enter into a license agreement with an identified third party, we will be deemed to have granted to the University of Delaware an exclusive sublicensable license to the patents in the unaddressed region.
In addition, in the event the University of Delaware notifies us of a third party’s interest in a region in which the patents are valid, and we do not within 60 days inform the university that either we intend to address the region pursuant to a commercially reasonable development plan or intend to enter into a license agreement with an identified third party, we will be deemed to have granted to the University of Delaware an exclusive sublicensable license to the patents in the unaddressed region.
Department of Treasury, FDIC and Federal Reserve Board have announced a program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or other liquidity needs of financial institutions for immediately liquidity may exceed the capacity of such program.
Department of Treasury, FDIC and Federal 44 Reserve Board have announced a program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or other liquidity needs of financial institutions for immediately liquidity may exceed the capacity of such program.
Risks Related to the Ownership of Our Securities If we are unable to maintain compliance with the Nasdaq Stock Market’s listing requirements, our common stock may be delisted from the Nasdaq Capital Market, which could have a material adverse effect on our financial condition and could make it more difficult for holders of our common stock to sell their shares.
Risks Related to the Ownership of Our Securities 48 If we are unable to maintain compliance with the Nasdaq Stock Market’s listing requirements, our common stock may be delisted from the Nasdaq Capital Market, which could have a material adverse effect on our financial condition and could make it more difficult for holders of our common stock to sell their shares.
We have incurred significant net losses since inception and will continue to incur significant losses and, therefore, we do not know whether or when the combined carryforwards, which may be or may become subject to limitation by Sections 382 and 383 of the Code, will be utilized. Our reported financial results may be negatively impacted by changes in U.S.
We have incurred significant net losses since inception and will continue to incur significant losses and, therefore, we do not know whether or when the combined carryforwards, which may be or may become subject to limitation by Sections 382 and 383 of the Code, will be utilized. Our reported financial results may be negatively impacted by changes in U.S. GAAP.
It is possible that we will not generate taxable income in time to utilize the net operating loss carryforwards prior to their expiration. In addition, net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law.
It is possible that we 42 will not generate taxable income in time to utilize the net operating loss carryforwards prior to their expiration. In addition, net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law.
We qualify as an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.
We qualify as an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less 43 attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.
Decreases in the retail prices of electricity from the utility grid would make it more difficult for our solutions to compete. In particular, growth in unconventional natural gas production and an increase in global liquefied natural gas capacity may keep natural gas prices relatively low for the foreseeable future.
Decreases in the retail prices of electricity from the utility grid would make it more difficult for our solutions to compete. In particular, growth in unconventional natural gas production and an increase in global liquefied natural gas capacity 28 may keep natural gas prices relatively low for the foreseeable future.
Even if we are able to keep pace with changes in technology and develop new products and 33 services, our research and development expenses could increase, our gross margins could be adversely affected in some periods and our prior products could become obsolete more quickly than expected.
Even if we are able to keep pace with changes in technology and develop new products and services, our research and development expenses could increase, our gross margins could be adversely affected in some periods and our prior products could become obsolete more quickly than expected.
Patent, trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of our intellectual property in foreign jurisdictions may be difficult.
Patent, trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of our 34 intellectual property in foreign jurisdictions may be difficult.
GAAP. 43 U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results.
U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results.
Therefore, even after we start to generate revenue from the sales of our technology products and services in the future, we may still not be profitable for an extended period of time or may not become profitable as expected, or at all.
Therefore, even after we start to generate significant revenue from the sales of our technology products and services in the future, we may still not be profitable for an extended period of time or may not become profitable as expected, or at all.
In such event, we may be unable to realize all of the benefits of the development of the V2G technology. We operate internationally, and expect to continue to expand our international operations, which will expose us to additional tax, compliance, market and other risks.
In such event, we may be unable to realize all of the benefits of the development of the V2G technology. 29 We operate internationally, and expect to continue to expand our international operations, which will expose us to additional tax, compliance, market and other risks.
Delisting from the Nasdaq Capital Market or the possibility of such delisting, may adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our 48 securities, and may negatively affect the value and liquidity of our common stock.
Delisting from the Nasdaq Capital Market or the possibility of such delisting, may adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our securities, and may negatively affect the value and liquidity of our common stock.
We expect the trading price of our common stock and pre-merger warrants to be volatile and such securities could be subject to wide fluctuations in response to various factors, some of which are beyond our control.
We expect the trading price of our common stock and merger warrants to be volatile and such securities could be subject to wide fluctuations in response to various factors, some of which are beyond our control.
We may be exposed to ongoing legal risks related to CCPA 46 and any amendments that may be made in connection with the California Privacy Rights Act approved by voters in the November 2020 election.
We may be exposed to ongoing legal risks related to CCPA and any amendments that may be made in connection with the California Privacy Rights Act approved by voters in the November 2020 election.
The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources.
The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount 47 of revenue and expenses that are not readily apparent from other sources.
Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States. 34 We may not be able to protect our intellectual property and proprietary rights throughout the world.
Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States. We may not be able to protect our intellectual property and proprietary rights throughout the world.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.23 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of equity securities of Newborn (our predecessor) in its initial public offering consummated on February 19, 2020.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.23 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of equity securities in our initial public offering consummated on February 19, 2020.
Alternatively, if a court were to find the choice of forum provision contained in the amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. 51 Item 1B. Unresolved Staff Comments None.
Alternatively, if a court were to find the choice of forum provision contained in the amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. 52 Item 1B. Unresolved Staff Comments None.
Moreover, it is likely that at the time a new product is launched and new requirements are rolled out, Nuvve may rely on a single vendor. Certifications might also be delayed, as tests are not always available at the time of commercial launch.
Moreover, it is likely that at the time a new product is launched and new requirements are rolled out, we may rely on a single vendor. Certifications might also be delayed, as tests are not always available at the time of commercial launch.
We presently hold a 13% interest in Dreev. The parties have certain put and call option rights under the agreements for the business venture, including a call option for each party upon a change in control of the other party.
We presently hold a 5% interest in Dreev. The parties have certain put and call option rights under the agreements for the business venture, including a call option for each party upon a change in control of the other party.
We currently operate parts of our business through joint ventures and other entities in which we may not have 100% ownership interest, such as Dreev and Levo, and we may enter into additional joint ventures and strategic alliances in the future.
We currently operate parts of our business through joint ventures and other entities in which we may not have 100% ownership interest, such as Dreev and Deep Impact, and we may enter into additional joint ventures and strategic alliances in the future.
Our research and development expenses were $8.8 million and $8.0 million during the years ended December 31, 2023 and 2022, respectively, and such expenses are likely to grow in the future. Further, our research and development program may not produce successful results, and our new products may not achieve market acceptance, create additional revenue, or become profitable.
Our research and development expenses were $4.5 million and $8.8 million during the years ended December 31, 2024 and 2023, respectively, and such expenses are likely to grow in the future. Further, our research and development program may not produce successful results, and our new products may not achieve market acceptance, create additional revenue, or become profitable.
Though Nuvve works with multiple vendors, we rely on a limited number of vendors for design, testing and manufacturing of EV charging equipment which often are dependent on sole source or limited-source suppliers with respect to components or key materials. For instance, Nuvve has a single primary supplier of bidirectional DC Chargers.
Though we work with multiple vendors, we rely on a limited number of vendors for design, testing and manufacturing of EV charging equipment which often are dependent on sole source or limited-source suppliers with respect to components or key materials. For instance, we have a single primary supplier of bidirectional DC Chargers.
On December 14, 2022, we received written notice from the Listing Qualifications Department of The Nasdaq Stock Market notifying us that, for the preceding 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”).
On March 27, 2024, we received written notice from the Listing Qualifications Department of The Nasdaq Stock Market notifying us that, for the preceding 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”).
If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, the combined company may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.
If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.
Our amended and restated certificate of incorporation and bylaws will afford certain rights and powers to our board of directors that could contribute to the delay or prevention of an acquisition that it deems undesirable, including: • a classified board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; 50 • the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which may prevent stockholders from being able to fill vacancies on our board of directors; • the requirement that a special meeting of stockholders may be called only by our board of directors, our Chairman of the Board or our Chief Executive Officer, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and • the requirement for the affirmative vote of holders of at least 66 ⅔% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend certain provisions of our amended and restated certificate of incorporation or to amend our bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt.
Our amended and restated certificate of incorporation and bylaws will afford certain rights and powers to our board of directors that could contribute to the delay or prevention of an acquisition that it deems undesirable, including: • a classified board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; • the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which may prevent stockholders from being able to fill vacancies on our board of directors; • the requirement that a special meeting of stockholders may be called only by our board of directors, our Chairman of the Board or our Chief Executive Officer, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and • the requirement for the affirmative vote of holders of at least 66 ⅔% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend certain provisions of our amended and restated certificate of incorporation or to amend our bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt. 51 We are also subject to Section 203 of the Delaware General Corporation Law and other provisions of Delaware law that limit the ability of stockholders in certain situations to effect certain business combinations.
The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of a private company. Management may not be able to effectively and timely implement controls and procedures that adequately 44 respond to the increased regulatory compliance and reporting requirements that are now applicable after the Business Combination.
The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of a private company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements.
We have incurred significant increased expenses and administrative burdens as a new public company, which have had an adverse effect on our business, financial condition and results of operations. We face increased legal, accounting, administrative and other costs and expenses as a new public company that we did not incur as a private company.
We have incurred significant increased expenses and administrative burdens as a public company, which have had an adverse effect on our business, financial condition and results of operations. We face increased legal, accounting, administrative and other costs and expenses as a public company.
For the years ended December 31, 2023 and 2022, three customers accounted for 30.3%, and one customer accounted for 32.1% of our total revenue, respectively. The loss of these customers could have a significant impact on our revenues and harm our business, results of operations and cash flows.
For the years ended December 31, 2024 and 2023, three customers accounted for 33.2%, and three customer accounted for 30.3% of our total revenue, respectively. The loss of these customers could have a significant impact on our revenues and harm our business, results of operations and cash flows.
We also intend to derive future revenues from regulatory credits. If government support of these credits declines, our ability to generate this other revenue in the future would be adversely affected. The availability of such credits may decline even with general governmental support of the transition to EV infrastructure.
If government support of these credits declines, our ability to generate this other revenue in the future would be adversely affected. The availability of such credits may decline even with general governmental support of the transition to EV infrastructure.
These payments will reduce our cash flow and profits. Furthermore, in the event of a material breach of certain limited provisions of the IP Acquisition Agreement (which do not include the milestone payment provisions) that is not cured within 45 days after notice from the university, we may be required to assign the patents back to the university.
Furthermore, in the event of a material breach of certain limited provisions of the IP Acquisition Agreement (which do not include the milestone payment provisions) that is not cured within 45 days after notice from the university, we may be required to assign the patents back to the university.
Termination of cash management arrangements and/or delays in accessing or actual loss of funds subject to cash management arrangements. 45 In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.
In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.
The unexpected loss of or failure to retain one or more of our key employees could adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, attract, train and develop other highly qualified technical, sales and other personnel.
We do not maintain “key person” insurance for any of our executives or other employees. The unexpected loss of or failure to retain one or more of our key employees could adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, attract, train and develop other highly qualified technical, sales and other personnel.
As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future. There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire worthless.
As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future. There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire worthless. The exercise price for the pre-merger warrants is $4,600.00 per whole share.
If any of the above cause or contribute to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would materially an d adversely affect our business, operating results, financial condition and prospects.
This may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market . If any of the above cause or contribute to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would materially an d adversely affect our business, operating results, financial condition and prospects.
We are authorized to issue 101,000,000 shares of capital stock, of which 1,000,000 shares will be authorized as preferred stock. our board of directors, without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent with Delaware law.
Our board of directors, without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent with Delaware law.
On January 30, 2023, we regained compliance with the Bid Price Rule. However, there can be no assurance that we will maintain compliance with any of the listing requirements. If we fail to satisfy one or more of these continued listing requirements, we may be delisted from the Nasdaq Capital Market.
As November 30, 2024, we have regained compliance with both the Bid Price Rule and the Stockholders’ Equity Rule. However, there can be no assurance that we will maintain compliance with any of the listing requirements. If we fail to satisfy one or more of these continued listing requirements, we may be delisted from the Nasdaq Capital Market.
As of December 31, 2023, we had $79.1 million of U.S. federal and $43.5 million of state net operating loss carryforwards available to reduce future taxable income, of which $76.0 million of the U.S. federal net operating loss carryforwards can be carried forward indefinitely. The U.S. federal and state net operating loss carryforwards begin to expire in 2034.
As of December 31, 2024, we had $95.2 million of U.S. federal and $53.2 million of state net operating loss carryforwards available to reduce future taxable income, of which $92.1 million of the U.S. federal net operating loss carryforwards can be carried forward indefinitely. The U.S. federal and state net operating loss carryforwards begin to expire in 2034.
Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect our business performance and operating results.
To manage growth in operations and personnel, we will need to continue to improve our operational, financial and management controls and reporting systems and procedures. 26 Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect our business performance and operating results.
EV manufacturers use various raw materials including aluminum, steel, carbon fiber, non-ferrous metals (such as copper), and cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand and could adversely affect their businesses and our business prospects and operating results. As such, we are exposed to multiple risks relating to price fluctuations for lithium-ion cells.
The prices for these raw materials fluctuate depending on market conditions and global demand and could adversely affect their businesses and our business prospects and operating results. As such, we are exposed to multiple risks relating to price fluctuations for lithium-ion cells.
These investments may not yield a favorable return to our stockholders. If we do not invest or apply our cash 41 and cash equivalents in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. Our quarterly operating results may fluctuate significantly.
If we do not invest or apply our cash and cash equivalents in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. Our quarterly operating results may fluctuate significantly. We expect that our operating results may be subject to substantial quarterly fluctuations.
As a result, included on our consolidated balance sheet as of December 31, 2023, contained elsewhere in this Annual Report on Form 10-K, is a derivative liability related to the private placement warrants due to certain features embedded in the private placement warrants.
Included in our consolidated balance sheet as of December 31, 2024, contained elsewhere in this Annual Report on Form 10-K, is a derivative liability related to warrants.
Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require us to carry out activities in which we have not engaged previously. For example, we created board committees and have adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred.
Compliance with public company requirements will increase costs and make certain activities more time-consuming. For example, we have board committees and have adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred.
In addition, utilities, their trade associations, and fossil fuel interests in the country, each of which has significantly greater economic and political resources than we do, may challenge policies that are beneficial to us. Any adverse changes in energy policies and regulations could have a negative impact on our business and prospects.
In addition, utilities, their trade associations, and fossil fuel interests in the country, each of which has significantly greater economic and political resources than we do, may challenge policies that are beneficial to us.
A drop in the retail price of electricity derived from the utility grid or from alternative energy sources, or a change in utility pricing structures, may harm our business, financial condition and results of operations. 28 We believe that a customer’s decision to purchase our solutions is strongly influenced by the cost of electricity utilized by EVs through our solutions relative to the retail price of electricity from the utility grid and the cost of other renewable energy sources.
We believe that a customer’s decision to purchase our solutions is strongly influenced by the cost of electricity utilized by EVs through our solutions relative to the retail price of electricity from the utility grid and the cost of other renewable energy sources.
Despite our belief in our technological and price advantages, fleet managers are often less 27 familiar with EVs and the variety of charging solutions available now and in the future, and as a result decisions by fleet managers may be delayed or they may choose the services of one of our competitors even in cases where our offering is superior.
Despite our belief in our technological and price advantages, fleet managers are often less familiar with EVs and the variety of charging solutions available now and in the future, and as a result decisions by fleet managers may be delayed or they may choose the services of one of our competitors even in cases where our offering is superior. 27 In addition, large early stage markets, such as Europe, require early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes.
In addition, at December 31, 2023, there were 77,007 shares issuable upon exercise of our outstanding stock options, which have a weighted average exercise price of approximately $338.67 per share and an average remaining life of approximatel y 7.91 yea rs, and 10,308 shares issuable upon settlement of outstanding restricted stock units; and 52,750 shares authorized and available for future issuance under the 2020 Equity Incentive Plan.
In addition, at December 31, 2024, there were 6,659 shares issuable upon exercise of our outstanding stock options, which have a weighted average exercise price of approximately $3,874.89 per share and an average remaining life of approximatel y 6.68 yea rs, and 55,398 shares authorized and available for future issuance under the 2020 Equity Incentive Plan.
As EV technologies and standards change, we may need to upgrade or adapt our V2G technology and services, and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery cell technology, which could involve substantial costs.
As new products are introduced, gross margins tend to decline in the near term and improves as the product become more mature and with a more efficient manufacturing process. 33 As EV technologies and standards change, we may need to upgrade or adapt our V2G technology and services, and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery cell technology, which could involve substantial costs.
Failure to obtain any such licenses or to develop a workaround could prevent us from commercializing products or services, and the prohibition of sale or the threat of the prohibition of sale of any of our products or services could materially affect our business and our ability to gain market acceptance for our products or services.
Failure to obtain any such licenses or to develop a workaround could prevent us from commercializing products or services, and the prohibition of sale or the threat of the prohibition of sale of any of our products or services could materially affect our business and our ability to gain market acceptance for our products or services. 35 Some of Our products may contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business.
Potential or actual breach of contractual obligations that require us to maintain letters or credit or other credit support arrangements; or iv.
Potential or actual breach of contractual obligations that require us to maintain letters or credit or other credit support arrangements; or iv. Termination of cash management arrangements and/or delays in accessing or actual loss of funds subject to cash management arrangements.
We expect to use our cash and cash equivalents to execute our growth plan, as well as for working capital and other corporate purposes. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest our cash and cash equivalents in short-term, investment-grade, interest-bearing securities.
Our management might not apply our cash and cash equivalents in ways that ultimately increase the value of your investment. We expect to use our cash and cash equivalents to execute our growth plan, as well as for working capital and other corporate purposes. The failure by our management to apply these funds effectively could harm our business.
Because of the number and variability of factors that will determine use of our cash and cash equivalents, their ultimate use may vary substantially from their currently intended use. Our management might not apply our cash and cash equivalents in ways that ultimately increase the value of your investment.
Our management has broad discretion in the application of our cash, cash equivalents and marketable securities. Because of the number and variability of factors that will determine use of our cash and cash equivalents, their ultimate use may vary substantially from their currently intended use.
Business decisions or other actions or omissions of the joint venture partners, controlling shareholders, management or other persons or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us and otherwise damage our reputation and brand.For example, even where we control a joint venture and strategic alliance, the other members in our venture and strategic alliance may exercise veto rights to block actions that we believe to be in our best interests and may take action contrary to our objectives with respect to the venture and strategic alliance.
Business decisions or other actions or omissions of the joint venture partners, controlling shareholders, management or other persons or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us and otherwise damage our reputation and brand.
We are a U.S. corporation and thus subject to U.S. corporate income tax on income from our worldwide operations. Moreover, a significant amount of our operations and customers are located in the United States, and as a result, we are subject to various U.S. federal, state and local taxes.
Moreover, a significant amount of our operations and customers are located in the United States, and as a result, we are subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on our business, and future profitability.
The trading price of our securities is likely to be volatile, and you may not be able to sell our securities at or above the price you paid.
There is no guarantee that our warrants will be in the money prior to their expiration, and as such, our warrants may expire worthless. The trading price of our securities is likely to be volatile, and you may not be able to sell our securities at or above the price you paid.
New U.S. laws and policy relating to taxes may have an adverse effect on our business, and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us.
Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us.
In addition, large early stage markets, such as Europe, require early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes. While we have established operations in Europe, expanding the business will require investment of time and funds in order to support the growth within the European countries we are targeting.
While we have established operations in Europe, expanding the business will require investment of time and funds in order to support the growth within the European countries we are targeting.
EV manufacturers may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such increase or supply interruption could materially negatively impact their businesses as well as our business prospects, financial condition and operating results.
Any such increase or supply interruption could materially negatively impact their businesses as well as our business prospects, financial condition and operating results. EV manufacturers use various raw materials including aluminum, steel, carbon fiber, non-ferrous metals (such as copper), and cobalt.
While we anticipate that we will maintain or increase our stake in the business venture, there can be no assurance that we will be able to do so. 30 If we are unable to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel, our ability to compete could be harmed.
While we anticipate that we will maintain or increase our stake in the business venture, there can be no assurance that we will be able to do so.
As technologies change, we plan to integrate, upgrade or adapt our V2G technology and services, and to introduce new services in order to continue increasing the value we provide to customers. 31 Increases in costs, disruption of supply or shortage of raw materials, particularly lithium-ion battery cells, could harm the ability of EV manufacturers to produce electric vehicles.
As technologies change, we plan to integrate, upgrade or adapt our V2G technology and services, and to introduce new services in order to continue increasing the value we provide to customers.
For example, we conducted our public offering in January 2024 pursuant to a Form S-1 registration statement. We would expect these alternatives to using a shelf registration statement to take more time and be a more expensive method of raising additional capital relative to using our shelf registration statement.
We would expect these alternatives to using a shelf registration statement to take more time and be a more expensive method of raising additional capital relative to using our shelf registration statement. We may allocate our cash and cash equivalents in ways that you and other stockholders may not approve.
We are unable to predict the effect that sales may have on the prevailing market price of our common stock and pre-merger warrants. Our amended and restated certificate of incorporation grant our board the power to issue additional shares of common and preferred stock and to designate series of preferred stock, all without stockholder approval.
Our amended and restated certificate of incorporation grant our board the power to issue additional shares of common and preferred stock and to designate series of preferred stock, all without stockholder approval. We are authorized to issue 101,000,000 shares of capital stock, of which 1,000,000 shares will be authorized as preferred stock.
Further, our limited financial track record, without sufficient revenue yet from our expected future principal business, may be of limited reference value for your assessment of our business. For example, although to date a substantial portion of our revenues have been derived from grant-funded projects, we expect to rely primarily on revenue from commercial projects in the future.
Further, our limited financial track record, without sufficient revenue yet from our expected future principal business, may be of limited reference value for your assessment of our business. We have not yet achieved profitability and have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future.
If we are unable to maintain these certifications or meet these standards, it could reduce demand for our solutions and adversely affect our business. As a public company we are subject to significant accounting, legal and regulatory requirements; our failure to comply with these requirements may adversely affect our operating results and financial condition.
To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected. As a public company we are subject to significant accounting, legal and regulatory requirements; our failure to comply with these requirements may adversely affect our operating results and financial condition.
We expect that our operating results may be subject to substantial quarterly fluctuations. If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.
If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.
Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect our business.
Any adverse changes in energy policies and regulations could have a negative impact on our business and prospects. 45 Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect our business.
Although we have formal employment agreements with select executive officers, these agreements do not prevent our executives from terminating their employment with us at any time. We do not maintain “key person” insurance for any of our executives or other employees.
We are highly dependent on Gregory Poilasne, our Chief Executive Officer, and Ted Smith, our President and Chief Operating Officer, and the other principal members of our management and engineering teams. Although we have formal employment agreements with select executive officers, these agreements do not prevent our executives from terminating their employment with us at any time.
We have not yet achieved profitability and have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We incurred operating losses of approximately $32.1 million and $36.9 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, we had an accumulated deficit of approximately $148.2 million.
We incurred operating losses of approximately $20.5 million and $32.1 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of approximately $165.6 million. Further, we expect to incur significant costs in the future, in particular research and development and commercialization costs related to our GIVe platform.
Some of Our products may contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business. 35 We may use open-source software in our products and anticipate possibly using open-source software in the future.
We may use open-source software in our products and anticipate possibly using open-source software in the future.
We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance. Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability.
Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability. 41 We are a U.S. corporation and thus subject to U.S. corporate income tax on income from our worldwide operations.
The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.
The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations to customers. While certain tax credits and other incentives for EVs are currently and have been available in the past, there is no guarantee these programs will be available in the future.
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Further, we expect to incur significant costs in the future, in particular research and development and commercialization costs related to our GIVe platform.
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For example, even where we control a joint venture and strategic alliance, the other members in our venture and strategic alliance may exercise veto rights to block actions that we believe to be in our best interests and may take action contrary to our objectives with respect to the venture and strategic alliance.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur policies and procedures include the establishment of an Incident Response Team ("IRT") that consists primarily of representatives from the CWG, legal, corporate communications, finance, and other relevant stakeholders. The IRT follows the guidance as outlined in the IRP to respond to cybersecurity incidents and escalate as necessary to the CWG based on a defined severity matrix.
Biggest changeThe Chief Operating Officer is National Association of Corporate Directors (“ NACD”) Directorship Certified® and has earned the NACD certificate in cyber risk oversight. Our policies and procedures include the establishment of an Incident Response Team ("IRT") that consists primarily of representatives from the CWG, legal, corporate communications, finance, and other relevant stakeholders.
Identification of Threats Associated with Third Parties 52 We utilize an internal risk management process to identify, assess, monitor, and mitigate risks associated with third-party relationships, including cybersecurity risks. We conduct initial risk assessments of key third-party suppliers and service providers based on various factors to classify each into a risk category.
Identification of Threats Associated with Third Parties 53 We utilize an internal risk management process to identify, assess, monitor, and mitigate risks associated with third-party relationships, including cybersecurity risks. We conduct initial risk assessments of key third-party suppliers and service providers based on various factors to classify each into a risk category.
We have outlined preliminary policies and procedures, including our Incident Response Plan ("IRP"), for assessing, identifying, managing, and responding to cybersecurity and privacy threats and incidents, including protocols for assessing potential material impact from cybersecurity threats and incidents, escalating to executive leadership and the Board, engaging external stakeholders, and reporting incidents based on applicable legal requirements.
We have policies and procedures, including our Incident Response Plan ("IRP"), for assessing, identifying, managing, and responding to cybersecurity and privacy threats and incidents, including protocols for assessing potential material impact from cybersecurity threats and incidents, escalating to executive leadership and the Board, engaging external stakeholders, and reporting incidents based on applicable legal requirements.
The senior executive leadership stakeholders are responsible for assessing the materiality of risks in consultation with the IRT, CWG, and external advisors. 53
The IRT follows the guidance as outlined in the IRP to respond to cybersecurity incidents and escalate as necessary to the CWG based on a defined severity matrix. The senior executive leadership stakeholders are responsible for assessing the materiality of risks in consultation with the IRT, CWG, and external advisors. 54
The CWG also develops periodic reports on the Company's cybersecurity program and developments. The CWG members include the Chief Operating Officer, Chief Financial Officer, and Vice President of Technology. The Chief Operating Officer is National Association of Corporate Directors (“ NACD”) Directorship Certified® and has earned the NACD certificate in cyber risk oversight.
The CWG also develops periodic reports on the Company's cybersecurity program and developments. The Company CWG is comprised of Executive team and senior management members, including the Company's President and Chief Operating Officer, Chief Financial Officer, and Vice President of Technology.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our principal executive offices are located in leased office space at 2488 Historic Decatur Rd., Suite 200, San Diego, California. We also maintains office space, operations and equipment storage facilities in San Diego, Michigan, Denmark, and the United Kingdom. We do not own any real property.
Biggest changeItem 2. Properties Our principal executive offices are located in leased office space at 2488 Historic Decatur Rd., Suite 230, San Diego, California. We also maintains office space, operations and equipment storage facilities in San Diego, Michigan, and Denmark. We do not own any real property.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Settlement Agreement further provides for the dismissal of the legal action as to us and Rhombus. We and Rhombus agreed to release one another from any and all claims relating to the Dispute. Please see Note 17 Commitments and Contingencies, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for details. Item 4.
Biggest changeThe Settlement Agreement further provides for the dismissal of the legal action as to us and Rhombus. We and Rhombus agreed to release one another from any and all claims relating to the Dispute.
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Mine Safety Disclosures Not applicable. 54 Part II
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On February 21, 2025, we initiated a legal action against Rhombus related to its refusal to honor certain warranty and commissioning obligations with respect to DC Chargers we purchased from Rhombus.
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Rhombus has in turn filed a demand for an arbitration claiming that we breached terms of the previous settlement agreement between us and Rhombus by failing to purchase additional DC Chargers. We believe we do not have any obligation to purchase additional non-conforming DC Chargers.
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Therefore, we believe that Rhombus’s position does not have any merit, and we intend to exercise all available rights and remedies in our legal action against Rhombus. The outcome of any such proceedings are inherently uncertain, and the amount and/or timing of any gains or expenses resulting from such proceedings is not reasonably estimable at this time.
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Please see Note 18 Commitments and Contingencies, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for details. Item 4. Mine Safety Disclosures Not applicable. 55 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. We do not anticipate declaring any cash dividends to holders of the common stock in the foreseeable future. Unregistered Sales of Equity Securities and Use of Proceeds None Item 6. Reserved 55
Biggest changeIn addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. We do not anticipate declaring any cash dividends to holders of the common stock in the foreseeable future.
Holders As of March 21, 2024, there were approximately 28 shareholders of record of our common stock, which does not include the number of shareholders that hold shares in “street name” through banks or broker-dealers. Dividends We have not paid any cash dividends on our common stock to date.
Holders As of March 21, 2025, there were approximately 31 shareholders of record of our common stock, which does not include the number of shareholders that hold shares in “street name” through banks or broker-dealers. Dividends We have not paid any cash dividends on our common stock to date.
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Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities sold during the period covered by this Annual Report on Form 10-K that were not previously included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K. Item 6. Reserved 56

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYears Ended December 31, Period-over-Period Change 2023 2022 Change ($) Change (%) Revenue Products $ 5,843,187 $ 4,129,246 $ 1,713,941 41.5 % Services $ 2,162,218 $ 784,710 $ 1,377,508 175.5 % Grants 326,757 459,427 (132,670) (28.9) % Total revenue 8,332,162 5,373,383 2,958,779 55.1 % Operating expenses Cost of products 5,804,011 3,609,461 2,194,550 60.8 % Cost of services 1,177,333 587,327 590,006 100.5 % Selling, general and administrative expenses 24,694,693 30,115,571 (5,420,878) (18.0) % Research and development expense 8,761,400 7,976,568 784,832 9.8 % Total operating expenses 40,437,437 42,288,927 (1,851,490) (4.4) % Operating loss (32,105,275) (36,915,544) 4,810,269 (13.0) % Other income Interest income, net 108,182 134,579 (26,397) (19.6) % Change in fair value of warrants liability 216,263 11,986,462 (11,770,199) NM Change in fair value of derivative liability 49,497 152,723 (103,226) (67.6) % Other, net 436,146 85,074 351,072 412.7 % Total other income, net 810,088 12,358,838 (11,548,750) NM Loss before taxes (31,295,187) (24,556,706) (6,738,481) 27.4 % Income tax expense 1,600 800 800 100.0 % Net loss $ (31,296,787) $ (24,557,506) $ (6,739,281) 27.4 % Less: Net loss attributable to non-controlling interests (12,456) (538,841) 526,385 NM Net loss attributable to Nuvve Holding Corp. $ (31,284,331) $ (24,018,665) $ (7,265,666) 30.3 % ________________ NM - Not Meaningful 60 Revenue Total revenue was $8.3 million for the year ended December 31, 2023, compared to $5.4 million for the year ended December 31, 2022, an increase of $3.0 million, or 55.1%.
Biggest changeYears Ended December 31, Period-over-Period Change 2024 2023 Change ($) Change (%) Revenue Products $ 2,568,573 $ 5,843,187 $ (3,274,614) (56.0) % Services $ 2,307,679 $ 2,162,218 $ 145,461 6.7 % Grants 409,977 326,757 83,220 25.5 % Total revenue 5,286,229 8,332,162 (3,045,933) (36.6) % Operating expenses Cost of products 2,124,506 5,804,011 (3,679,505) (63.4) % Cost of services 1,410,051 1,177,333 232,718 19.8 % Selling, general and administrative expenses 17,671,110 24,694,693 (7,023,583) (28.4) % Research and development expense 4,540,993 8,761,400 (4,220,407) (48.2) % Total operating expenses 25,746,660 40,437,437 (14,690,777) (36.3) % Operating loss (20,460,431) (32,105,275) 11,644,844 (36.3) % Other income Interest (expense) income, net (767,373) 108,182 (875,555) (809.3) % Change in fair value of convertible notes 444,656 — 444,656 100.0 % Change in fair value of warrants/investment rights liability 3,662,370 216,263 3,446,107 NM Change in fair value of derivative liability (3,626) 49,497 (53,123) (107.3) % Other, net (300,408) 436,146 (736,554) (168.9) % Total other income, net 3,035,619 810,088 2,225,531 274.7 % Loss before taxes (17,424,812) (31,295,187) 13,870,375 (44.3) % Income tax expense 1,600 1,600 — — % Net loss $ (17,426,412) $ (31,296,787) $ 13,870,375 (44.3) % Less: Net loss attributable to non-controlling interests (28,809) (12,456) (16,353) 131.3 % Net loss attributable to Nuvve Holding Corp. $ (17,397,603) $ (31,284,331) $ 13,886,728 (44.4) % ________________ NM - Not Meaningful 61 Revenue Total revenue was $5.3 million for the year ended December 31, 2024, compared to $8.3 million for the year ended December 31, 2023, a decrease of $3.0 million, or 36.6%.
If a material percentage of our customers were to claim these regulatory credits or choose to not assign the regulatory credits to us, our revenue from this source could decline significantly, which could have an adverse effect on our revenues and overall gross margin. Further, the availability of such credits depends on continued governmental support for these programs.
If a material percentage of our customers were to claim these regulatory credits or choose to not assign the regulatory credits to us, our revenue from this source could decline significantly, which could have an adverse effect on our revenues and overall gross margin. Further, the availability of such credits depends on continued governmental support for 59 these programs.
The EV market relies on these governmental rebates, tax credits, and other financial incentives to 57 significantly lower the effective price of EVs and EV charging stations to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.
The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.
Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement 63 periods, the number of securities that may be offered and sold by us under a Form S-3 registration statement, including pursuant to our shelf registration statement, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float.
Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement 64 periods, the number of securities that may be offered and sold by us under a Form S-3 registration statement, including pursuant to our shelf registration statement, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float.
We will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of our first fiscal year following the fifth anniversary of Newborn’s IPO, which was consummated on February 19, 2020, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. 70 Item 7A.
We will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of our first fiscal year following the fifth anniversary of the closing date of Newborn's IPO, which was consummated on February 19, 2020, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. 72 Item 7A.
However, if these inflationary pressures continue, our revenue, gross and operating margins and net income could be impacted in the year ending December 31, 2024. Growth in EV Adoption Our revenue growth is tied to the overall acceptance of commercial fleet and passenger EVs, which we believe will help drive the demand for intelligent vehicle-grid-integration solutions.
However, if these inflationary pressures continue, our revenue, gross and operating margins and net income could be impacted in the year ending December 31, 2025. Growth in EV Adoption Our revenue growth is tied to the overall acceptance of commercial fleet and passenger EVs, which we believe will help drive the demand for intelligent vehicle-grid-integration solutions.
Interest and penalties related to unrecognized tax benefits which, as of the date of this Annual Report, have not been material, are recognized within provision for income taxes. 69 Recent Accounting Pronouncements See Note 2 to the consolidated financial statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements.
Interest and penalties related to unrecognized tax benefits which, as of the date of this Annual Report, have not been material, are recognized within provision for income taxes. 71 Recent Accounting Pronouncements See Note 2 to the consolidated financial statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements.
In an effort to mitigate unpredictable lead times, we increased our inventory orders contributing to our elevated inventory levels at the end of those periods. While we expect supply chain disruption to continue in 2024, we are planning a reduction in inventory buys, as we expect to fulfill customer demand using inventories on-hand.
In an effort to mitigate unpredictable lead times, we increased our inventory orders contributing to our elevated inventory levels at the end of those periods. While we expect supply chain disruption to continue in 2025, we are planning a reduction in inventory buys, as we expect to fulfill customer demand using inventories on-hand.
Market Opportunity We see a significant market opportunity for V2G, totaling approximately over $6 trillion and our management believes it is well positioned to capture this global opportunity for a variety of reasons: • First, our intellectual property includes key patents, making it difficult for competitors to perform V2G functions without violating our intellectual property.
Market Opportunity We see a significant market opportunity for grid modernization and V2G, totaling approximately over $6 trillion and our management believes it is well positioned to capture this global opportunity for a variety of reasons: • First, our intellectual property includes key patents, making it difficult for competitors to perform V2G functions without violating our intellectual property.
See Note 2 to the consolidated financial statements included elsewhere in this Annual Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the year ended December 31, 2023. In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act.
See Note 2 to the consolidated financial statements included elsewhere in this Annual Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the year ended December 31, 2024. In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act.
Our proprietary V2G technology — Grid Integrated Vehicle ("GIVe") platform — has the potential to refuel the next generation of EV fleets through cutting-edge, bi-directional charging solutions. Our proprietary V2G technology enables us to link multiple EV batteries into a virtual power plant to provide bi-directional services to the electrical grid.
Our proprietary V2G technology — Grid Integrated Vehicle ("GIVe") platform — has the potential to refuel the next generation of EV fleets through cutting-edge, bi-directional charging solutions. Our proprietary V2G technology enables us to link multiple EV and stationary batteries into a virtual power plant to provide bi-directional services to the electrical grid.
Effects of Inflation As inflationary pressures continued to have negative impact on global revenue, operating margins and net income, including increased costs of labor, products and freight, it did not have a significant impact on our results of operations in the year ended December 31, 2023.
Effects of Inflation As inflationary pressures continued to have negative impact on global revenue, operating margins and net income, including increased costs of labor, products and freight, it did not have a significant impact on our results of operations in the year ended December 31, 2024.
At the end of each subsequent reporting period, we reevaluate the probability of achievement of all milestones subject to certain constraints, such as site preparation for EV 67 charging station installations, and, if necessary, we adjust our estimate of the overall transaction price.
At the end of each subsequent reporting period, we reevaluate the probability of achievement of all milestones subject to certain constraints, such as site preparation for EV 69 charging station installations, and, if necessary, we adjust our estimate of the overall transaction price.
We may enter into contracts with customers that include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products and services, we evaluates whether the individual products and services qualify as distinct performance obligations.
We may enter into contracts with customers that include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products and services, we evaluate whether the individual products and services qualify as distinct performance obligations.
The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 240,000 of the shares of common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering.
The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 24,000 of the shares of common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering.
Further, our global experience allows us to bring the lessons we have learned into each new region which, in turn, enables us to bring the unique experience and incredible benefits of our V2G technology to customers at a faster rate. 59 Results of Operations Year Ended December 31, 2023 Compared with Year Ended December 31, 2022 The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2023 and 2022.
Further, our global experience allows us to bring the lessons we have learned into each new region which, in turn, enables us to bring the unique experience and incredible benefits of our V2G technology to customers at a faster rate. 60 Results of Operations Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2024 and 2023.
Overview We are a green energy technology company that provides, directly and through business ventures with our partners, a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid and provide other grid services.
Overview We are a green energy technology company that provides, directly and through business ventures with our partners, a globally-available, commercial V2G technology and distributed energy resources platform that enables EV and stationary batteries to store and resell unused energy back to the local electric grid and provide other grid services.
Supply Chain Constraints Global inventory delays, increased and unpredictable lead times, labor shortages, and process capacity pressures, could impact our ability to service customer demand. During the years ended December 31, 2023 and 2022, we estimated that these disruptions could result in our future inability to fulfill customer orders which will in turn impact our net revenues.
Supply Chain Constraints Global inventory delays, increased and unpredictable lead times, and process capacity pressures, could impact our ability to service customer demand. During the years ended December 31, 2024 and 2023, we estimated that these disruptions could result in our future inability to fulfill customer orders which will in turn impact our net revenues.
Backlog is converted into revenue in future periods as we satisfy the performance obligations to our customers for products and services, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable accounting method. Our estimated backlog on December 31, 2023 was $3.9 million, which we expect to be earned in future periods.
Backlog is converted into revenue in future periods as we satisfy the performance obligations to our customers for our products and services, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable accounting method. Our estimated backlog on December 31, 2024, was $18.3 million, which we expect to be earned in future periods.
As noted above, on January 31, 2024, we entered into an Underwriting Agreement regarding the Offering which was comprised of the following: 1. 3,035,000 shares of common stock; 2. 1,765,000 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock; 3. 4,800,000 Series A Warrants (“Series A Warrants”) to purchase shares of common stock, with an initial exercise price of $2.00 per share and a term of five years following the issuance date; 4. 4,800,000 Series B Warrants (“Series B Warrants”) to purchase shares of common stock with an exercise price of $2.00 per share and a term of nine months following the issuance date; and 5. 4,800,000 Series C Warrants (“Series C Warrants”) to purchase shares of common stock with an exercise price of $2.00 per share and a term of five years following the issuance date, subject to early expiration as described below.
As noted above, on January 31, 2024, we entered into an Underwriting Agreement regarding the Offering which was comprised of the following: 1. 303,500 shares of common stock; 2. 176,500 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock; 3. 480,000 Series A Warrants (“Series A Warrants”) to purchase shares of common stock, with an initial exercise price of $20.00 per share and a term of five years following the issuance date; 4. 480,000 Series B Warrants (“Series B Warrants”) to purchase shares of common stock with an exercise price of $20.00 per share and a term of nine months following the issuance date; and 5. 480,000 Series C Warrants (“Series C Warrants”) to purchase shares of common stock with an exercise price of $20.00 per share and a term of five years following the issuance date, subject to early expiration as described below.
In addition, we granted Craig-Hallum warrants to purchase up to 480,000 shares of common stock (the “Underwriter Warrants”) at an exercise price of $2.00 per share.
In addition, we granted Craig-Hallum warrants to purchase up to 48,000 shares of common stock (the “Underwriter Warrants”) at an exercise price of $20.00 per share.
The $12.8 million decrease in net cash used in operating activities was primarily attributable to lower use of cash for working capital during the year ended December 31, 2023 as compared to the same prior period.
The $5.5 million decrease in net cash used in operating activities was primarily attributable to lower use of cash for working capital during the year ended December 31, 2024 as compared to the same prior period.
The income tax expenses during the years ended December 31, 2023 and 2022 were nominal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance.
Income Taxes In the years ended December 31, 2024 and 2023, we recorded nominal income tax expenses. The income tax expenses during the years ended December 31, 2024 and 2023 were nominal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance.
During the year ended December 31, 2023 cash provided by investing activities was $1.14 million as compared to net cash used for investing activities of $1.44 million during the year ended December 31, 2022.
During the year ended December 31, 2024 cash used for investing activities was $0.05 million as compared to net cash provided by investing activities of $1.14 million during the year ended December 31, 2023.
The combined price per share of common stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $2.00. The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was equal to $1.9999, and the exercise price of each Pre-Funded Warrant is $0.0001 per share.
The combined price per share of common stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $20.00. The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was equal to $19.9990, and the exercise price of each Pre-Funded Warrant is $0.0001 per share.
The increase is attributed to a $1.7 million increase in products and $1.4 million increase in services revenue due to higher customers sales orders and shipments, partially offset by a decrease of $0.1 million in grants revenue.
The decrease is attributed to a $3.3 million decrease in products due to lower customers sales orders and shipments, partially offset by an increase of $0.1 million in services revenue and an increase of $0.1 million in grants revenue.
Net cash provided by investing activities were from the sale of our equity investment in Switch EV Ltd partnership alliance, partially offset by purchase of fixed assets.
Net cash provided by investing activities during the year ended December 31, 2023 were from the sale of our equity investment in Switch EV Ltd partnership alliance, partially offset by purchase of fixed assets.
Key Factors Affecting Our Business We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the Risk Factors described in Part I, Ite m 1A of this Annual Report.
Deep Impact had limited business operations during the year ended December 31, 2024. 58 Key Factors Affecting Our Business We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the Risk Factors described in Part I, Ite m 1A of this Annual Report.
Cash provided by financing activities for the year ended December 31, 2022 was $19.1 million, of which $13.1 million were the proceeds from the 2022 Offering, partially offset by issuance cost, $3.8 million was provided in connection with the proceeds from the 2022 at-the-market common stock offering, partially offset by issuance cost, proceeds from the equity forward option put exercise of $2.0 million, and proceeds from the exercise of stock options of $0.2 million. 66 Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S.
Cash provided by financing activities for the year ended December 31, 2023 was $5.9 million, of which $5.0 million were the proceeds from the 2023 Offering, partially offset by issuance cost, and $0.9 million was provided in connection with the proceeds from the 2023 at-the-market common stock offering, partially offset by issuance cost. 68 Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S.
Cost of Product and Service Revenue Cost of products and services revenues for the year ended December 31, 2023, increased by $2.8 million to $7.0 million, or 66.3%, compared to $4.2 million for the year ended December 31, 2022 due to higher customers sales orders and shipments.
Cost of Product and Service Revenue Cost of products and services revenues for the year ended December 31, 2024, decreased by $3.4 million to $3.5 million, or 49.4%, compared to $7.0 million for the year ended December 31, 2023 due to lower customers sales orders and shipments.
In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, we may also share the recurring grid services revenue with the customer.
In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive OEMs and charge point operators. In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, we may also share the recurring grid services revenue with the customer.
We offer our customers networked charging stations, infrastructure, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low and in some cases free energy costs. We expect to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations.
We offer our customers networked charging stations, infrastructure, batteries, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low and in some cases free energy costs.
Levo On August 4, 2021, we formed Levo with Stonepeak and Evolve to rapidly accelerate the deployment of electric fleets, including zero-emission electric school buses for school districts in the United States through V2G hubs and TaaS.
Please see Note 11 to the Consolidated Financial Statements for a summary description of the key items of the Notes, Warrants, December Notes and December Warrants agreements. 66 Levo On August 4, 2021, we formed Levo with Stonepeak and Evolve to rapidly accelerate the deployment of electric fleets, including zero-emission electric school buses for school districts in the United States through V2G hubs and TaaS.
Purchase Commitments On July 20, 2021, we issued a purchase order (“PO”) to our supplier, Rhombus Energy Solutions, Inc. (“Rhombus”), for a quantity of DC Chargers and dispensers for EVs (“DC Chargers”), for a total price of $13.2 million. As previously disclosed, a dispute (the "Dispute") arose as to the PO, and an arbitration proceeding was initiated.
(“Rhombus”), for a quantity of DC Chargers and dispensers for EVs (“DC Chargers”), for a total price of $13.2 million. As previously disclosed, a dispute (the "Dispute") arose as to the PO, and an arbitration proceeding was initiated.
Research and Development Expenses Research and development expenses increased by $0.8 million, or 9.8%, from $8.0 million for the year ended December 31, 2022 to $8.8 million for the year ended December 31, 2023.
Research and Development Expenses Research and development expenses decreased by $4.2 million, or 48.2%, from $8.8 million for the year ended December 31, 2023 to $4.5 million for the year ended December 31, 2024.
Selling, general and administrative expenses were $24.7 million for the year ended December 31, 2023 as compared to $30.1 million for the year ended December 31, 2022, a decrease of $5.4 million, or 18.0%.
Selling, General and Administrative Expenses Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal finance, and professional expenses. Selling, general and administrative expenses were $17.7 million for the year ended December 31, 2024 as compared to $24.7 million for the year ended December 31, 2023, a decrease of $7.0 million, or 28.4%.
February 2024 Public Offering On January 31, 2024, we entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) regarding an underwritten public offering of our securities (the “Offering”).
However, there can be no assurance we will be successful in raising necessary funds in the future, on acceptable terms or at all. February 2024 Public Offering On January 31, 2024, we entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) regarding an underwritten public offering of our securities (the “Offering”).
As of December 31, 2023, we had a cash balance, working capital, and stockholders’ equity of $1.5 million, $4.7 million and $2.6 million, respectively. We have incurred net losses and negative cash flows from operations since our inception. We have funded our business operations primarily with the issuance of equity and convertible notes, and cash from operations.
Our cash used in operations were $15.7 million and $21.3 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had a cash balance, working capital, and stockholders’ equity of $0.4 million, $2.1 million and $1.3 million, respectively. We have incurred net losses and negative cash flows from operations since our inception.
Our growth in North America and Europe requires differentiating ourself as compared to the several existing competitors.
Our growth in North America and Europe requires differentiating ourself as compared to the several existing competitors. If we are unable to penetrate the market in North America and Europe, our future revenue growth and profits will be impacted.
The Settlement Agreement further provides for the dismissal of the legal action as to us and Rhombus.
The Settlement Agreement further provides for the dismissal of the legal action as to us and Rhombus. We and Rhombus agreed to release one another from any and all claims relating to the Dispute.
Net loss Net loss increased by $6.7 million, or 27.4%, from $24.6 million for the year ended December 31, 2022 to $31.3 million for the year ended December 31, 2023.
Net loss Net loss decreased by $13.9 million, or 44.3%, from $31.3 million for the year ended December 31, 2023 to $17.4 million for the year ended December 31, 2024.
The decrease during the year ended December 31, 2023 was primarily attributable to decreases in compensation expenses of $1.7 million, including share-based compensation, decreases in travel related expenses of $0.7 million , decreases in subcontractor and outside services expenses of $0.3 million , decreases in professional fees related to internal operational reviews of $1.5 million, decreases in insurance related expenses of $1.0 million, partially offset by increases in audit services fees of $0.7 million , increases in bad debt expenses of $0.1 million , increased in lease expenses related to the main corporate office and warehouse of $0.1 million , increase in office expenses of $0.2 million , increase in legal expenses of $0.4 million and software subscriptions expenses of $0.6 million.
The decrease during the year ended December 31, 2024 was primarily attributable to decrease in compensation expenses of $3.6 million, including share-based compensation, decrease in outside services related expenses of $1.7 million , decrease in legal expenses of $0.7 million, decrease in office related expenses of $0.6 million , decrease in travel and marketing related expenses of $0.5 million , decrease in public company related expenses of $0.5 million, and de creases in bad debt expenses of $0.2 million, partially offset by information technology related expenses of $0.8 million.
Other income, net decreased by $11.5 million of income, from $12.4 million of other income for the year ended December 31, 2022 to $0.81 million in other income for the year ended December 31, 2023.
Other income, net increased by $2.2 million of income, from $0.8 million of other income for the year ended December 31, 2023 to $3.04 million in other income for the year ended December 31, 2024.
Net cash provided by financing activities for the year ended December 31, 2023 was $5.9 million, of which $5.0 million were the proceeds from the various 2023 Offerings, partially offset by issuance cost, and $0.9 million was provided in connection with the proceeds from the 2023 at-the-market common stock offering, partially offset by issuance cost.
Net cash provided by financing activities for the year ended December 31, 2024 was $14.5 million, of which $8.5 million was the proceeds from public offering of common stock, partially offset by issuance cost, $0.2 million was from the exercise of common stock warrants, partially offset by issuance cost, proceeds from debt obligations of $6.5 million, and repayment of debt obligations of $0.7 million .
On August 4, 2021, we formed Levo Mobility LLC ("Levo"), a Delaware limited liability company, with Stonepeak Rocket Holdings LP ("Stonepeak"), a Delaware limited partnership and Evolve Transition Infrastructure LP ("Evolve"), a Delaware limited partnership. Levo is our consolidated subsidiary. Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G-enabled EV fleet deployments.
Levo In August 2021, we formed Levo Mobility LLC ("Levo"), a Delaware limited liability company, with Stonepeak Rocket Holdings LP ("Stonepeak"), a Delaware limited partnership and Evolve Transition Infrastructure LP ("Evolve"), a Delaware limited partnership. Levo was our consolidated subsidiary.
Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in Levo, an entity formed by us with Stonepeak and Evolve. We own 51% of Levo's common units and Stonepeak and Evolve own 49% of Levo's common units.
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. We own 51% of Deep Impact common units during the year ended December 31, 2024, and 51% of Levo's common units during the year ended December 31, 2023.
We have determined that Levo is a variable interest entity (“VIE”) in which we are the primary beneficiary. Accordingly, we consolidated Levo and recorded a non-controlling interest for the share of Levo owned by Stonepeak and Evolve during the years ended December 31, 2023 and 2022. 62 Liquidity and Capital Resources Sources of Liquidity We are an early-stage business enterprise.
We had determined that Deep Impact and Levo were variable interest entities (“VIE”) in which we were the primary beneficiary. Accordingly, we 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 years ended December 31, 2024 and 2023.
In the case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive OEMs and charge point operators.
We expect to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations and batteries. In the case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle.
Products and services revenue for the year ended December 31, 2023 consisted of sales of school buses of $1.0 million , DC and AC Chargers of $4.8 million , grid services revenue of $0.8 million , and engineering services of $1.3 million .
Products and services revenue for the year ended December 31, 2024 consisted of sales of DC and AC Chargers of $2.6 million , grid services revenue of $0.3 million , and engineering services of $2.0 million driven by management fees of $0.8 million earned related to Fresno V2G i nfrastructure project management .
The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of our underlying common stock, our expected common stock price volatility over the term of the option award, the expected term of the award, risk-free interest rates, and the expected dividend yield of our Common Stock. 68 The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted during each of the periods presented: Years Ended December 31, 2023 2022 Expected life of options (in years) 7.0 6.0 Dividend yield 0 % 0 % Risk-free interest rate 4.61 % 1.02 % Expected volatility 79.6 % 60.2 % • Expected Life .
During the year ended December 31, 2024, we did not grant any stock options. 70 The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted during each of the period presented: Years Ended December 31, 2023 Expected life of options (in years) 7.01 Dividend yield 0 % Risk-free interest rate 4.61 % Expected volatility 79.6 % • Expected Life .
The increases during the year ended December 31, 2023 were primarily attributable to hiring of engineering personnel, which resulted in increases in compensation expenses and subcontractor expenses used to advance the Company's platform functionality and integration with more vehicles.
The decreases during the year 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, net Other income, net consists primarily of interest expense, change in fair value of warrants liability and derivative liability, and other income (expense).
The decrease during the year ended December 31, 2023 was primarily attributable to the change in fair value of the warrants liability and derivative liability, partially offset by gains realized from the sale of our equity investment in Switch EV Ltd (See Note 6 ) and sublease income related to the subleasing of part of our main office space (See Note 16 ). 61 Income Taxes In the years ended December 31, 2023 and 2022, we recorded nominal income tax expenses.
The increase during the year ended December 31, 2024 was primarily attributable to the change in fair value of the warrants/investment rights liability, convertible notes, and derivative liability, sublease income related to the subleasing of part of our main office space (See Note 16 ), and interest expense on debt obligations.
We have not yet demonstrated a sustained ability to generate sufficient revenue from sales of our technology and services or conduct sales and marketing activities necessary for the successful commercialization of our GIVe platform. We have not yet achieved profitability and have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future.
On December 13, 2024, the Company dissolved Levo as an entity. 63 Liquidity and Capital Resources Sources of Liquidity We are still an early-stage business enterprise. We have not yet demonstrated a sustained ability to generate sufficient revenue from sales of our technology and services or conduct sales and marketing activities necessary for the successful commercialization of our GIVe platform.
The increase in net loss was primarily due to decrease in other expenses of $11.5 million, and an increase in operating expenses of $4.8 million, and which includes an increase in cost of product of $2.8 million mainly associated with the loss on the sale of school buses, partially offset by increase in revenue of $3.0 million for the aforementioned reasons.
The decrease in net loss was primarily due to increase in other income, net of $2.2 million, and a decrease in operating expenses of $11.6 million, which includes a decrease in cost of product and services of $3.4 million, and a decrease in revenue of $3.0 million for the aforementioned reasons. 62 Net Loss Attributable to Non-Controlling Interest Net loss attributable to the non-controlling interest was $0.03 million and $0.01 million for the year ended December 31, 2024 and 2023, respectively.
Additionally, improved timing and management of vendor terms compared to the cash settlement of such items contributed t o lower c ash use of cash for working capital.
Working capital during the year ended December 31, 2024 was impacted by, among other items, lower net loss of $17.4 million, resulting from decrease in operating expenses and lower revenue. Additionally, improved timing and management of vendor terms compared to the cash settlement of such items contributed t o lower use of cash for working capital.
Products and services margins for the year ended December 31, 2023 decreased by 1.8%, to 12.8%, compared to 14.6% for the same prior year period.
Products and services margins for the year ended December 31, 2024 increased by 14.7%, to 27.5%, compared to 12.8% for the same prior year period. Margin benefited mostly from a lower mix of hardware charging stations sales, and a higher mix of engineering services during the year ended December 31, 2024 compared to December 31, 2023.
We and Rhombus agreed to release one another from any and all claims relating to the Dispute. 65 Cash Flows Years Ended December 31, 2023 2022 Net cash (used in) provided by: Operating activities $ (21,254,328) $ (34,081,975) Investing activities 1,136,722 (1,438,045) Financing activities 5,862,746 19,063,624 Effect of exchange rate on cash 35,624 (50,228) Net (decrease) increase in cash and restricted cash $ (14,219,236) $ (16,506,624) Net cash used in operating activities during the year ended December 31, 2023 was $21.3 million as compared to net cash used of $34.1 million in the year ended December 31, 2022.
The outcome of any such proceedings are inherently uncertain, and the amount and/or timing of any gains or expenses resulting from such proceedings is not reasonably estimable at this time. 67 Cash Flows Years Ended December 31, 2024 2023 Net cash (used in) provided by: Operating activities $ (15,734,334) $ (21,254,328) Investing activities (45,395) 1,136,722 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) Net cash used in operating activities during the year ended December 31, 2024 was $15.7 million as compared to net cash used of $21.3 million in the year ended December 31, 2023.
We have incurred operating losses of approximately $32.1 million and $36.9 million for the years ended December 31, 2023 and 2022, respectively. Our cash used in operations were $21.3 million and $34.1 million for the years ended December 31, 2023 and 2022, respectively.
We have not yet achieved profitability and have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We have incurred operating losses of approximately $20.5 million and $32.1 million for the years ended December 31, 2024 and 2023, respectively.
We plan to fund current operations through increased revenues and raising additional capital. Please see below for details. However, there can be no assurance we will be successful in raising necessary funds in the future, on acceptable terms or at all.
We have funded our business operations primarily with the issuance of equity, debt obligations and cash from operations. We plan to fund current operations through debt obligations, increased revenues and raising additional capital. Please see below for details.
Removed
Levo utilizes our V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service for school buses, last-mile delivery, ride hailing and ride sharing, municipal services, and more to eliminate the primary barriers to EV fleet adoption including large upfront capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure. 56 Levo's turnkey solution simplifies and streamlines electrification, can lower the total cost of EV operation for fleet owners, and support the grid when the EVs are not in use.
Added
Levo was a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G-enabled EV fleet deployments. 57 Stonepeak's and Evolve's conditional capital contribution commitments expired on August 4, 2024.
Removed
For a fixed monthly payment with no upfront cost, Levo will provide the EVs, such as electric school buses, charging infrastructure powered by our V2G platform, EV and charging station maintenance, energy management, and technical advice.
Added
On October 15, 2024 (the “Closing Date” or “ LLC Interest Sale Closing”), we, Stonepeak, and Evolve entered into a Limited Liability Company Interest Sale Agreement (the “Sale Agreement”), pursuant to which Stonepeak and Evolve sold their combined 49% membership interest in Levo to us for a de minimis price.
Removed
Levo focuses on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency.
Added
As a result of the LLC Interest Sale Closing, we became the 100% owner of Levo. The Sale Agreement contains customary representations, warranties, and covenants. On December 13, 2024, the Company dissolved Levo as an entity. Levo was a consolidated entity of the Company. Please see Note 2 for the principles of consolidation.
Removed
If we are unable to penetrate the market in North America and Europe, our future revenue growth and profits will be impacted. 58 Backlog Our total backlog represents the estimated transaction prices on unsatisfied and partially satisfied performance obligations to our customers for products and services.
Added
Deep Impact On August 16, 2024, we formed Deep Impact 1 LLC, a Delaware limited liability company (“Deep Impact”), with Nuvve CPO Inc., our wholly owned subsidiary (“Nuvve CPO”), and WISE EV-LLC (“WISE”). We hold a 51% equity interest by way of Nuvve CPO, and WISE holds a 49% equity interest.
Removed
Margin was negatively impacted mostly by a higher mix of hardware charging stations sales, including the impact of lower margin school buses sales, offset by a lower mix of engineering services during the year ended December 31, 2023. Selling, General and Administrative Expenses Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal finance, and professional expenses.
Added
Deep Impact is an entity formed for the principal purpose of operation, installation, maintenance of electric vehicle chargers and other related activities and services created as a business venture between us, Nuvve CPO and WISE.
Removed
Expenses resulting from the consolidation of Levo's activities during the year ended December 31, 2023, contributed $2.3 million to the decrease in selling, general and administrative expenses.
Added
Nuvve CPO Inc., or Nuvve Charge Point Operator, was established in August 2024 to support the deployment and ongoing support of our customers charging station networks.
Removed
Other Income, net Other income, net consists primarily of interest expense, financing costs, change in fair value of warrants liability and derivative liability, and other income (expense).
Added
In connection with Deep Impact, Nuvve CPO, WISE and Deep Impact entered into a Contribution and Unit Purchase Agreement (the “Contribution Agreement”), pursuant to which Nuvve CPO and WISE agreed to contribute $51 and $49, respectively, to Deep Impact, and to provide certain services pursuant to separate services agreements with Deep Impact.
Removed
Net Loss Attributable to Non-Controlling Interest Net loss attributable to the non-controlling interest in Levo was $0.01 million and $0.54 million for the year ended December 31, 2023 and 2022, respectively.
Added
For such contributions and the services, Nuvve CPO received 51 membership units in Deep Impact, equal to a 51% equity interest, and WISE received 49 membership units in Deep Impact, equal to a 49% equity interest. We have determined that Deep Impact is a variable interest entity ("VIE") in which the Company is the primary beneficiary.
Removed
At the Market Offerings and Registered Direct Offerings 2022 ATM Offering Program On May 5, 2022, we entered into an at-the-market offering agreement (the "Sales Agreement"), with Craig-Hallum and Chardan Capital Market, LLC ("Chardan"), as agents (the "Agents").
Added
Accordingly, we consolidate Deep Impact and record a non-controlling interest for the share of the entity owned by WISE.
Removed
From time to time during the term of the Sales Agreement, we could offer and sell shares of common stock having an aggregate offering price up to a total of $25.0 million in gross proceeds.
Added
Backlog Our total backlog represents the estimated future transaction price values for unsatisfied and partially satisfied estimated product and service deliveries to our customers. Backlog is generally determined based upon customer issued purchased orders or contracts with customers. Backlog does not include agreements we have with customers to earn future grid service revenues.
Removed
The Agents were entitled to collect a fee equal to 3% of the gross sales price of all shares of common stock sold pursuant to the Sales Agreement. Shares of common stock sold under the Sales Agreement were offered and sold pursuant to our shelf registration statement describe above.

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