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What changed in Nuvve Holding Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Nuvve Holding Corp.'s 2024 and 2025 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 2025 report.

+304 added−297 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in Nuvve Holding Corp.'s 2025 10-K

304 paragraphs added · 297 removed · 222 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

63 edited+15 added−6 removed124 unchanged
Biggest changeAccording 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.
Biggest changeThe 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. 8 Additional factors propelling this shift to electrification include proposed fossil fuel bans or restrictions, transit electrification mandates, utility incentive programs and declining battery costs.
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.
Our GIVe software platform enables us to aggregate multiple stationary batteries and 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.
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.
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.
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.
The GIVE platform constantly communicates with the electricity infrastructure, charge points, batteries and charging EVs, creating a balanced and optimized eco system. 5 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.
Newborn was incorporated in the Cayman Islands on April 12, 2019 under the name “Newborn Acquisition Corp.” Newborn was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Available Information Our website address is http://www.nuvve.com.
Newborn was incorporated in the Cayman Islands on April 12, 2019 under the name “Newborn Acquisition Corp.” Newborn was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Available Information Our website address is www.nuvve.com.
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.
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, and BP Pulse.
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).
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).
This European patent was validated in the following territories: AT, BE, CH, DE, DK, ES, FI, FR, GB, IE, IT, NL, NO, PL, PT and SE. 17 EP3826134 A method of aggregating electric power flow between the electric grid and electric vehicles, the method comprising, at an aggregation server: receiving electric vehicle equipment EVE operational parameters from each of a plurality of EVEs through respective vehicle links, the received EVE operational parameters comprising charge and discharge power capacity based on electric vehicle station equipment EVSE power capacity; aggregating the received EVE operational parameters; predicting a total available capacity based on the aggregated EVE operational parameters; dispatching at least a portion of the total available capacity to the grid; characterised by: predicting trips for an electric vehicle associated with one of the plurality of EVEs based on prior vehicle use, the vehicle having a battery, and causing charging of the battery in order to fulfil the predicted trips This European patent was validated in the following territories: CH, DE, DK, ES, FI, FR, GB, IE, IT, NO, PL, PT and SE.
This European patent was validated in the following territories: AT, BE, CH, DE, DK, ES, FI, FR, GB, IE, IT, NL, NO, PL, PT and SE. 23 EP3826134 A method of aggregating electric power flow between the electric grid and electric vehicles, the method comprising, at an aggregation server: receiving electric vehicle equipment EVE operational parameters from each of a plurality of EVEs through respective vehicle links, the received EVE operational parameters comprising charge and discharge power capacity based on electric vehicle station equipment EVSE power capacity; aggregating the received EVE operational parameters; predicting a total available capacity based on the aggregated EVE operational parameters; dispatching at least a portion of the total available capacity to the grid; characterised by: predicting trips for an electric vehicle associated with one of the plurality of EVEs based on prior vehicle use, the vehicle having a battery, and causing charging of the battery in order to fulfil the predicted trips This European patent was validated in the following territories: CH, DE, DK, ES, FI, FR, GB, IE, IT, NO, PL, PT and SE.
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.
Looking ahead, we expect that stationary batteries will represent up to 15% of 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 corporate governance documents, including our code of ethics, are also available on our website. To access these filings, go to the “Investor” section of our website and then click on “SEC Filings.” In addition, these reports and the other documents we file with the SEC are available at a website maintained by the SEC at http://www.sec.gov.
Our corporate governance documents, including our code of ethics, are also available on our website. To access these filings, go to the “Investor” section of our website and then click on “SEC Filings.” In addition, these reports and the other documents we file with the SEC are available at a website maintained by the SEC at www.sec.gov.
However, because patent filings can be time-consuming and expensive, our ability to do so may be limited until such time as we are able to generate cash flow from 18 operations or otherwise raise sufficient capital to continue to invest in our intellectual property.
However, because patent filings can be time-consuming and expensive, our ability to do so may be limited until such time as we are able to generate cash flow from operations or otherwise raise sufficient capital to continue to invest in our intellectual property.
The following lists independent claim 1 from each of the five issued European Patents: EP2537224 A method for aggregating electric power flow between the electric grid and electric vehicle equipment (EVE) of electric vehicles connected to electric vehicle station equipment (EVSE), the method comprising: receiving by an aggregation server EVE operational parameters from each of a plurality of EVEs; calculating the power capacity in Watts of each EVE, based on the received EVE operational parameters; calculating total available power capacity in Watts based on the EVE operational parameters, and the power capacity for each EVE; and characterised by: receiving EVSE attributes from each of a plurality of EVSEs, and in that: the calculating of the calculating the power capacity in Watts of each EVE is further based on the EVSE attributes; the calculating of the total available power capacity in Watts is further based on the EVSE attributes, the EVSE attributes include grid location including one or more of substations, distribution feeders, transformers and building circuits, and dispatching the aggregated amount of power in Watts to the grid that is less than or equal to the calculated total available power capacity.
The following lists independent claim 1 from each of the six issued European Patents: EP2537224 A method for aggregating electric power flow between the electric grid and electric vehicle equipment (EVE) of electric vehicles connected to electric vehicle station equipment (EVSE), the method comprising: receiving by an aggregation server EVE operational parameters from each of a plurality of EVEs; calculating the power capacity in Watts of each EVE, based on the received EVE operational parameters; calculating total available power capacity in Watts based on the EVE operational parameters, and the power capacity for each EVE; and characterised by: receiving EVSE attributes from each of a plurality of EVSEs, and in that: the calculating of the calculating the power capacity in Watts of each EVE is further based on the EVSE attributes; the calculating of the total available power capacity in Watts is further based on the EVSE attributes, the EVSE attributes include grid location including one or more of substations, distribution feeders, transformers and building circuits, and dispatching the aggregated amount of power in Watts to the grid that is less than or equal to the calculated total available power capacity.
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.
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.
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 13 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.
The light duty fleet segment is accessed via direct sales force and world-wide channel partners. 10 • Heavy duty fleet customers are typically organizations that operate vehicle fleets in the school bus, shuttle bus, delivery truck, refuse truck, and transit bus segments .
The light duty fleet segment is accessed via direct sales force and world-wide channel partners. • Heavy duty fleet customers are typically organizations that operate vehicle fleets in the school bus, shuttle bus, delivery truck, refuse truck, and transit bus segments .
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).
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. 12 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, and enhancing our offering with artificial intelligence (AI).
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.
There are many other large and small EV charger companies that offer non-networked or “basic” chargers that have limited customer leverage, 26 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.
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.
Our longest running commercial operation is in Denmark, where we have provided V2G services for more than nine 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.
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.
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. 14 We also operate a small number of company-owned charging stations serving as demonstration projects funded by government grants.
We will explore potential high-quality acquisition opportunities. 13 Government Regulation and Incentives State, regional and local regulations for installation of EV charging stations and the provision of grid services vary from jurisdiction to jurisdiction and may include permitting requirements, inspection requirements, licensing of contractors and certifications, as examples. Compliance with such regulations may cause installation delays.
We will explore potential high-quality acquisition opportunities. 16 Government Regulation and Incentives State, regional and local regulations for installation of EV charging stations and the provision of grid services vary from jurisdiction to jurisdiction and may include permitting requirements, inspection requirements, licensing of contractors and certifications, as examples. Compliance with such regulations may cause installation delays.
These revenues can be shared with the ratepayer to save in transportation energy costs and thereby effectively lower the cost of EV ownership.
These revenues can be shared with the ratepayer to save in 10 transportation energy costs and thereby effectively lower the cost of EV ownership.
If we are unable to do so, our ability to protect our intellectual property or prevent others from infringing our proprietary rights may be impaired. 19 Sales We currently have an in-house field sales force that maintain business relationships with customers and develops new sales opportunities through lead generation and marketing.
If we are unable to do so, our ability to protect our intellectual property or prevent others from infringing our proprietary rights may be impaired. 25 Sales We currently have an in-house field sales force that maintain business relationships with customers and develops new sales opportunities through lead generation and marketing.
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.
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 2 Overview of Our Technology Our platform dynamically manages power to and from stationary batteries, EVs batteries, and the grid at scale.
However, to the extent fuel-efficiency standards are decreased, this may result in less demand for EVs and, in turn, less demand for our V2G technology and services. 15 Research and Development We have invested a significant amount of time and expense into research and development of our GIVe software platform and V2G technology and services.
However, to the extent fuel-efficiency standards are decreased, this may result in less demand for EVs and, in turn, less demand for our V2G technology and services. 18 Research and Development We have invested a significant amount of time and expense into research and development of our GIVe software platform and V2G technology and services.
OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various record keeping, 14 disclosure and procedural requirements.
OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various record keeping, 17 disclosure and procedural requirements.
Today, we believe we are the “first-mover” in the V2G space with clear competitive advantages, as described in “ Competition ” below. 12 We expect significant market opportunities for our V2G solutions as fleet EVs begin to arrive in more meaningful volume in coming years.
Today, we believe we are the “first-mover” in the V2G space with clear competitive advantages, as described in “ Competition ” below. 15 We expect significant market opportunities for our V2G solutions as fleet EVs begin to arrive in more meaningful volume in coming years.
An electric vehicle may interface with the grid by establishing communication with the EVSE, receiving the EVSE attributes, and managing power flow between the EVE and the grid based on the EVSE attributes. 16 US No. 9,043,038 Methods, systems, and apparatus for aggregating electric power flow between an electric grid and electric vehicles.
An electric vehicle may interface with the grid by establishing communication with the EVSE, receiving the EVSE attributes, and managing power flow between the EVE and the grid based on the EVSE attributes. 19 US No. 9,043,038 Methods, systems, and apparatus for aggregating electric power flow between an electric grid and electric vehicles.
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.
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 stationary battery assets to be efficiently combined in order to boost overall value. • Pursue strategic acquisitions.
The following is an abstract of each of the six issued U.S. patents: Patent Primary Claims US No. 8,116,915 A method and apparatus for managing system energy flow.
The following is an abstract of each of the thirteen issued U.S. patents: Patent Primary Claims US No. 8,116,915 A method and apparatus for managing system energy flow.
By acting as a reserve to store or release energy into the grid in order to offset variations in demand, the FCR service provided by our GIVe platform assists the local system operator in the critical task of frequency regulation. 2 Over the seven-plus years of this deployment, we have accumulated many hours of valuable learning on fleet operation and energy market behavior.
By acting as a reserve to store or release energy into the grid in order to offset variations in demand, the FCR service provided by our GIVe platform assists the local system operator in the critical task of frequency regulation. 3 Over the eight-plus years of this deployment, we have accumulated many hours of valuable learning on fleet operation and energy market behavior.
Stationary storage is also a key technology piece associated with microgrid deployments, an area in which we have won two California Energy Commission ("CEC") projects to support our technology development. It is also a key support to our CPO ("Charge Point Operator") business. • Enhancing our offerings with AI.
Stationary storage is also a key technology piece associated with microgrid deployments, an area in which we have won two California Energy Commission ("CEC") projects to support our technology development. It is also a key support to our CPO ("Charge Point Operator") business. • Enhancing our offerings with Artificial Intelligence.
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.
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, 2025, we had thirteen U.S. patents issued, and various corresponding foreign issued applications from five distinct patent families.
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.
Combining our innovative, AI-powered V2G technology and an ecosystem of electrification partners, we dynamically manage power among EV batteries, stationary batteries, Distributed Energy Resources ("DER"), and the grid to deliver new value to EV owners, accelerate the adoption of EVs, provide an alternative solution for grid modernization, and support the world's transition to clean energy.
Information contained in our web site does not constitute a part of this report or our other filings with the SEC. 22
Information contained in our web site does not constitute a part of this report or our other filings with the SEC. 28
Environmental, Social and Governance All employees are responsible for upholding our core values, including to communicate, collaborate, innovate and be respectful, as well as for adhering to our Code of Ethics, including our policies on bribery, corruption, conflicts of interest and our whistleblower program.
Sustainability All employees are responsible for upholding our core values, including to communicate, collaborate, innovate and be respectful, as well as for adhering to our Code of Ethics, including our policies on bribery, corruption, conflicts of interest and our whistleblower program.
Each of the five issued European Patents, stem from the US patents acquired from the University of Delaware outlined above.
Each of the six issued European Patents, stem from the US patents acquired from the University of Delaware outlined above.
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.
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, four of our six directors are independent. 27 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 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.
With third-party forecasts calling for the further acceleration of electric school bus deployments compared with prior years, 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 future hardware revenues.
We believe we are providing best-in-class forecasting capabilities for CPOs and Utilities through Astrea AI’s offerings.
We believe we are providing best-in-class forecasting capabilities for CPOs and Utilities through AI offerings.
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.
Human Capital Resources As of December 31, 2025, we had 45 regular full-time employees, 18 of whom were engaged in research and development activities, and five 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.
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.
Our research and development is principally conducted at our headquarters in San Diego, California. As of December 31, 2025, we had 18 full-time employees and five contract workers engaged in research and development activities.
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.
Our intelligent vehicle-to-grid technology allows EV owners to efficiently and timely meet the energy demands of individual vehicles and entire fleets, as well as aggregate and develop a pipeline of stationary battery projects. With our V2G technology, the grid becomes more resilient through the benefits of greater networked battery capacity.
We have demonstrated that we know how to support our customers in this segment and, as we launch new services in Texas, which has the largest school bus fleet in the United States, we are confident that we will maintain our leadership position. • Applying our technology to the stationary storage sector.
We have demonstrated that we know how to support our customers in this segment and, as we launch new services in multiple states in the United States with large school bus fleets, we are confident that we will maintain our leadership position. • Applying our technology to the stationary storage sector.
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.
The intellectual property acquisition agreement terminates upon the later of the date that all the milestone payments are made and the expiration date of the patents transferred to us. Please see Note 17 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, for detailed descriptions of the intellectual property acquisition agreement .
We anticipate continuing to expand revenues by selling EV charging equipment to current as well as new customers, which include school bus operators, school districts, universities, stadiums, infrastructure investors via special purpose vehicles, municipal locations, and other fleet operators. In addition to transportation hubs and workplace locations, we anticipate expanding sales channels to wholesale distributors, utilities, and automotive OEMs.
We anticipate continuing to expand revenues by selling EV charging equipment and deploying stationary batteries to current as well as new customers, which include school bus operators, school districts, universities, stadiums, infrastructure investors via special purpose vehicles, municipal locations, and other fleet operators.
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.
Through initiatives such as our partnership with various third parties, we are well-positioned to capitalize on the push toward electrification. 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 future revenue, and yield up to 500 school buses connected to our platform in the near future.
From the user perspective, the V2G operation is seamless as our V2G platform reduces the cost of ownership and ensures EVs are sufficiently charged to meet their primary transportation functions.
From the user perspective, the V2G operation is seamless as our V2G platform reduces the cost of ownership and ensures EVs are sufficiently charged to meet their primary transportation functions. Vehicle operators can use our fleet management app and set driving needs for any given day to fulfill their driving duties.
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.
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. 9 Simultaneously, higher penetration of renewable energy sources (such as solar and wind generation) inherently increases grid volatility.
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.
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.
Competition We provide a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid.
Our principal suppliers of bidirectional DC chargers include Tellus Power Green, and we continue to evaluate and onboard additional suppliers, a process that remains extensive. Competition We provide a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid.
The V2G services revenue gives our customers a lower total cost of EVs ownership through benefits such as reduced charger costs, low or free energy costs to drive, fleet management tools, and yearly maintenance.
While FCR values in Denmark fluctuate year over year, we have been able to generate approxim ately US$2,600 per car per year in market revenue on average. 4 The V2G services revenue gives our customers a lower total cost of EVs ownership through benefits such as reduced charger costs, low or free energy costs to drive, fleet management tools, and yearly maintenance.
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.
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.
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).
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. 11 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).
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.
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 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.
Our AI-driven platform 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. At the core of our technology is a comprehensive AI architecture that spans the entire business.
Our revenues have and will be primarily derived from the sale of V2G-capable charging stations and recurring revenues from grid services provided by the GIVe software platform, as more fully described in “ Our Strategy ” above. Historically, a significant portion of our revenue has been derived from government grant funded projects to demonstrate our V2G technology and services.
In addition to transportation hubs and workplace locations, we anticipate expanding sales channels to wholesale distributors, utilities, and automotive OEMs. Our revenues have and will be primarily derived from the sale of V2G-capable charging stations and recurring revenues from grid services provided by the GIVe software platform, as more fully described in “ Our Strategy ” above.
This European patent was validated in the following territories: BE, DE, FR, GB, IT and SE. The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained. In the United States, the patent term is 20 years from the earliest date of filing a non-provisional patent application.
This European patent was validated in the following territories: CH, DE, DK, ES, FI, FR, GB, IE, IT, NO, PL, PT, SE The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained.
According to the Bloomberg New Energy Finance (BNEF) Electric Vehicle Outlook 2024, an estimated 720 million EVs will be on the road by 2040.
According to the Bloomberg New Energy Finance ("BloombergNEF") Electric Vehicle Outlook 2024, an estimated 720 million EVs will be on the road by 2040. G lobal EV sales continue to grow and BloombergNEF estimates that almost 22 million passenger EVs were sold in 2025, up 25% from 2024.
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.
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 or batteries. We integrate our technology into V2G-capable charging stations and stationary batteries made by dedicated manufacturing partners located throughout the world.
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.
For the years ended December 31, 2025 and 2024, two customers accounted for 20.3% and 33.2% of our total revenue, respectively. During the years ended December 31, 2025 and 2024, our top five customers accounted for approximately 39.5% and 42.3%, respectively, of our total revenue.
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. We currently view the North American school bus segment to be one of our highest priorities world-wide.
Subsequent to the transaction, we no longer have any ownership interest in Dreev. We currently view the North American school bus segment to be one of our highest priorities world-wide.
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Vehicle operators can use our fleet management app and set driving needs for any given day to fulfill their driving duties. 4 5 Market Opportunity and Our Solution The EV industry has grown rapidly since we were founded in 2010.
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We are a grid modernization and advanced energy storage and management company that has developed a proprietary vehicle-to-grid ("V2G") technology, including our Grid Integrated Vehicle ("GIVe") cloud-based software platform, powered by advanced artificial intelligence ("AI").
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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.
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Our platform leverages machine learning and predictive analytics for real-time energy forecasting, intelligently anticipating grid demand, energy pricing fluctuations, and optimal charge-discharge cycles to maximize value for all participants.
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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.
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This AI-first approach extends beyond energy management — it is embedded in our full product development lifecycle, accelerating innovation from concept through deployment, and drives our sales management processes, enabling smarter customer engagement, pipeline optimization, and data-driven go-to-market strategies.
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Through initiatives such as our partnership with various third parties, we are well-positioned to capitalize on the push toward electrification.
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Further, our GIVeTM software platform provides the ability to manage and optimize site-level EV charging and behind the meter solar and battery storage, and to aggregate energy across multiple sites to participate in ancillary / grid services markets.
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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.
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We offer fleet operators the potential to save money, transition to EV fleets faster and optimize capital asset life. 6 We believe that we have the disruptive technology to integrate EVs into the electric system while leveraging the batteries inside the vehicles to solve the issues associated with energy intermittency and resiliency. 7 Market Opportunity and Our Solution The EV industry has grown rapidly since we were founded in 2010.
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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.
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According to the International Energy Agency ("IEA") Global EV Outlook 2025 report, as of 2024 there were around 5 million public charging points, a majority of which were located in China.
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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.
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We agreed to assign to Dreev our rights to the V2G technology in these territories. On October 8, 2025, we entered into a Share Purchase Agreement with EDF and Dreev, pursuant to which we agreed to sell to EDF all of the equity interests of Dreev held by us, representing approximately 4.65% of the total interests of Dreev.
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US No. 11,135,936 A method that uses temperature data to protect battery health during bidirectional charging events, the method comprising receiving at a processor temperature data, said temperature data comprising at least the temperature of one or more electric vehicle batteries or information required to determine the temperature of the one or more electric vehicle batteries; determining anticipated energy needs of a building; determining an amount of discharge of the one or more electric vehicle batteries required to offset the anticipated energy needs of the building by a predetermined amount; determining based on the temperature data whether discharging the one or more electric vehicle batteries by the predetermined amount will be harmful to the health of the one or more electric vehicle batteries; and discharging the one or more electric vehicle batteries to offset the anticipated needs of the building if it is determined that discharging the one or more electric vehicle batteries by the predetermined amount will not be harmful to the health of the one or more electric vehicle batteries. 20 US No. 11,958,372 A bi-directional charger comprising: a first portion configured to be coupled to an electrical grid; a second portion configured to be coupled to an electric vehicle; an enclosure comprising: a first power stage configured for AC-to-DC conversion and coupled to the first portion, the first power stage comprising a first processor; a second power stage configured for DC-to-DC conversion and coupled to the second portion, the second power stage comprising a second processor, wherein the second power stage is galvanically isolated and wherein the second power stage provides a nominal voltage to an isolation stage; and a third processor configured to: communicate with the first processor to control the first power stage; and communicate with the second processor to control the second power stage and manage communications with the electric vehicle.
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US No 12,046,905 A method for providing a grid regulation service, comprising: determining a preferred operating point for power delivery from a grid regulation service system, the preferred operating point for use with a V2G system comprising a first plurality of grid regulation resources, each of the first plurality of grid regulation resources comprising a bidirectional resource, and wherein the preferred operating point defines a preferred power delivery rate for each of the first plurality of grid regulation resources during a grid regulation service period, the bidirectional resource configured to enable bidirectional power flow; determining a predicted regulation up capacity and a predicted regulation down capacity of the V2G system for the grid regulation service period; commencing the grid regulation service period based on an indication; performing the grid regulation service during the grid regulation service period by varying a power delivery rate for at least one of the first plurality of grid regulation resources; while continuing performing the grid regulation service using the V2G system, enabling, via a supplementary grid regulation step, at least one of a second plurality of grid regulation resources as a supplement to the V2G system to participate in the grid regulation service during the grid regulation service period, each of the second plurality of grid regulation resources comprising a V1G grid resource configured for unidirectional power flow from a grid to an energy storage device, wherein the supplementary grid regulation step is based on: a grid characteristic exceeding a first threshold; and a difference between a first instant power delivery and one of the predicted regulation up capacity or the predicted regulation down capacity falling below a second threshold; and disabling the at least one of the second plurality of grid regulation resources from participating in the grid regulation service based on: the grid characteristic falling below the first threshold; and the difference between a second instant power delivery and one of the predicted regulation up capacity or the predicted regulation down capacity exceeding the second threshold. 21 US No. 12,374,894 A method for providing a grid regulation service by a grid regulation system, the grid regulation system comprising a first grid regulation subsystem and a second grid regulation subsystem, the first grid regulation subsystem comprising a plurality of first power resources, the second grid regulation subsystem comprising a plurality of second power resources, each of the plurality of second power resources being a different type of resource relative to each of the plurality of first power resources, each of the plurality of first power resources comprising a first bidirectional resource, each of the plurality of second power resources comprising one of a unidirectional resource or a second bidirectional resource, the second bidirectional resource being a different resource relative to the first bidirectional resource, the method comprising: determining a predicted regulation up capacity and a predicted regulation down capacity of the first grid regulation subsystem for a grid regulation service period; performing, by the first grid regulation subsystem of the grid regulation system, the grid regulation service during the grid regulation service period by varying a power delivery rate of the first grid regulation subsystem; comparing one or more parameters from at least one of grid data, a first set of status data from the plurality of first power resources, and a second set of status data from the plurality of second power resources to one or more thresholds during the grid regulation service; responsive to at least one of the one or more parameters falling below or exceeding at least one of the one or more thresholds, supplementing the grid regulation service by controlling the power delivery rate via at least one of the plurality of second power resources from the second grid regulation subsystem; and responsive to each of the one or more parameters returning to within a desired operating range, disabling control of the second grid regulation subsystem, wherein the predicted regulation up capacity and the predicted regulation down capacity of the first grid regulation subsystem is based on: a number of the plurality of first power resources predicted to be available during the grid regulation service period; a power capacity of each of the plurality of first power resources; and a power rating of each of a plurality of electric vehicle supply equipments, each of the plurality of electric vehicle supply equipments connected to, and associated with, a power resource from the plurality of first power resources of the first grid regulation subsystem.
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US No. 12,282,973 A method for performing grid services, the method comprising: configuring, by one or more controllers, a first energy storage device from a fixed energy storage system into a first set of virtualized energy storage devices of a demand-based configuration, each of the first set of virtualized energy storage devices configured to be controlled individually; configuring, by the one or more controllers, a second energy storage device from the fixed energy storage system into a second set of virtualized energy storage devices of a supply-based configuration, each of the second set of virtualized energy storage devices configured to be controlled individually; controlling, by the one or more controllers and through each of the first set of virtualized energy storage devices of the demand-based configuration, demand-based grid services to a first of one or more grids; and controlling, by the one or more controllers and through each of the second set of virtualized energy storage devices of the supply-based configuration, supply-based grid services to one of the first of the one or more grids or a second of the one or more grids; wherein the controlling the demand-based grid services and the controlling the supply-based grid services are performed concurrently. 22 US No. 12,142,921 A local microgrid system electrically coupled to a power grid, the local microgrid system comprising: a plurality of local power generating assets at a local site, the plurality of local power generating assets including: at least one electrical vehicle station equipment (EVSE) configured to communicate with an electrical vehicle (EV); at least one local generation resource (LGR) comprising a solar, wind, geothermal, and/or hydro power generating system; and at least one fixed energy storage (FES) system comprising batteries, battery packs, capacitors, and/or energy storage cells, wherein the at least one FES system is configured to provide the local site with a local power source for delivering and receiving bidirectional power to and from the grid over power lines via an inverter and a distribution system; a plurality of sensing meters including: a grid sensing meter in communication with the power grid, the grid sensing meter associated with the local site; an EVSE sensing meter in communication with the at least one EVSE; an LGR sensing meter in communication with the at least one LGR; and an energy storage sensing meter in communication with the at least one FES system; and a local energy management system (LEMS) configured to: receive data inputs from the plurality of sensing meters, transfer power between the plurality of local power generating assets and the power grid by controlling the plurality of local power generating assets based on the data inputs from the plurality of sensing meters, and based on the data inputs received from the plurality of sensing meters, automatically adjust one or more operational parameter settings of a target member of the plurality of local power generating assets according to a combination of one or more operating parameter set points received by the target member.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

95 edited+35 added−23 removed358 unchanged
Biggest changeAt March 21, 2025 , we have 3,068,049 outstanding shares of common stock. At March 21, 2025 , we had outstanding warrants to purchase 1,743,995 shares of our common stock, subject to adjustments to the number of shares underlying certain warrants as described therein.
Biggest changeAt March 23, 2026 , we had 5,311,904 outstanding shares of common stock, outstanding warrants to purchase 3,491,188 shares of our common stock, subject to adjustments to the number of shares underlying certain warrants as described therein and 6,000 sha res of common stock underlying our Series A convertible preferred stock, subject to adjustments to the number of shares underlying our Series A convertible preferred stock as described in our certificate of designation of preferences, rights and limitations of Series A convertible preferred stock filed with the Delaware Secretary of State on December 30, 2025.
As we operate in the highly competitive EV charging equipment and service market based in part on the quality of technology, we are under pressure to incur research and development and other expenses with a potential negative impact on our short-term profitability.
As we operate in the highly competitive EV charging equipment and service market based in part on the quality of our technology, we are under pressure to incur research and development and other expenses with a potential negative impact on our short-term profitability.
The issuance of shares of Common Stock or other securities in the future will dilute your percentage ownership interest and may also result in downward pressure on the price of our Common Stock.
The issuance of shares of our common stock or other securities in the future will dilute your percentage ownership interest and may also result in downward pressure on the price of our common stock.
Managing this expansion requires additional resources and controls, and our international operations subject us to additional risks, including: • conformity with applicable business customs, including translation into foreign languages and associated expenses; • lack of availability of government incentives and subsidies; • challenges in arranging, and availability of, financing for customers; • potential changes to its established business model; • difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations; • installation and interconnection challenges; • differing transportation modalities in other markets; • different levels of demand among commercial and fleet customers; • compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the EU General Data Protection Regulation, national legislation implementing the same and changing requirements for legally transferring data out of the European Economic Area; • compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act and the United Kingdom Anti-Bribery Act; • conforming products and services to various international regulatory and safety requirements as well as charging and other electric infrastructures; • difficulties in establishing, staffing and managing foreign operations; • difficulties in collecting payments in foreign currencies and associated foreign currency exposure; • restrictions on repatriation of earnings; • compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and • regional economic and political conditions.
Managing this expansion requires additional resources and controls, and our international operations subject us to additional risks, including: • conformity with applicable business customs, including translation into foreign languages and associated expenses; • lack of availability of government incentives and subsidies; • challenges in arranging, and availability of, financing for customers; • potential changes to its established business model; • difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations; • installation and interconnection challenges; • differing transportation modalities in other markets; • different levels of demand among commercial and fleet customers; • compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the EU General Data Protection Regulation, national legislation implementing the same and changing requirements for legally transferring data out of the European Economic Area; • compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act and the United Kingdom Anti-Bribery Act; • conforming products and services to various international regulatory and safety requirements as well as charging and other electric infrastructures; • difficulties in establishing, staffing and managing foreign operations; • difficulties in collecting payments in foreign currencies and associated foreign currency exposure; • restrictions on repatriation of earnings; 34 • compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and • regional economic and political conditions.
Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect our business and results of our operations: • expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects; • loss of existing or potential customers or partners; • interruptions or delays in sales; • delayed or lost revenue; • delay or failure to attain market acceptance; • delay in the development or release of new functionality or improvements; • negative publicity and reputational harm; • sales credits or refunds; • exposure of confidential or proprietary information; • diversion of development and customer service resources; • breach of warranty claims; 37 • legal claims under applicable laws, rules, and regulations; and • an increase in collection cycles for accounts receivable or the expense and risk of litigation.
Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect our business and results of our operations: • expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects; • loss of existing or potential customers or partners; • interruptions or delays in sales; • delayed or lost revenue; • delay or failure to attain market acceptance; • delay in the development or release of new functionality or improvements; • negative publicity and reputational harm; • sales credits or refunds; • exposure of confidential or proprietary information; • diversion of development and customer service resources; • breach of warranty claims; • legal claims under applicable laws, rules, and regulations; and • an increase in collection cycles for accounts receivable or the expense and risk of litigation.
If we have experienced an “ownership change,” as defined by Section 382 of the Code, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required.
If we have experienced an “ownership change,” as defined by Section 382 of the Code, at any time since inception, utilization of the net operating loss 47 carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required.
We may in the future experience service disruptions, outages, and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If our 38 services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for our solutions from target customers.
We may in the future experience service disruptions, outages, and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If our services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for our solutions from target customers.
Additionally, the terms of the outstanding notes restrict our ability to enter into certain transactions – such as at-the-market offering facilities and additional issuances of equity or debt securities – without the note holders’ prior written consent. There can be no guarantees such approvals will be obtained in a timely manner by the 49 Company, if at all.
Additionally, the terms of the outstanding notes restrict our ability to enter into certain transactions – such as at-the-market offering facilities and additional issuances of equity or debt securities – without the note holders’ prior written consent. There can be no guarantees such approvals will be obtained in a timely manner by the Company, if at all.
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.
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.
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.
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; 36 • 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; • 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.
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.
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.
Our business will be harmed if continuing investment in our sales and marketing capabilities does not generate a significant increase in revenue. We may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations. 40 We rely on data collected through charging stations, including usage data and geolocation data.
Our business will be harmed if continuing investment in our sales and marketing capabilities does not generate a significant increase in revenue. We may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations. We rely on data collected through charging stations, including usage data and geolocation data.
We also must rely on this supply chain for detecting and reporting cyber incidents, which could affect our ability to report or respond to cybersecurity incidents effectively or in a timely manner. 39 The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.
We also must rely on this supply chain for detecting and reporting cyber incidents, which could affect our ability to report or respond to cybersecurity incidents effectively or in a timely manner. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.
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.
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.
If our partners are unable or unwilling to invest in the joint ventures and strategic alliances in the manner that is anticipated or otherwise fail to meet their contractual obligations, the joint ventures and strategic alliances may be unable to adequately perform and conduct their respective operations, or may require us to provide, or make other arrangements for additional financing for the joint ventures and strategic alliances.
If our partners are unable or unwilling to invest in the joint ventures and strategic alliances in the manner that is anticipated or otherwise fail to meet their contractual obligations, the joint ventures and strategic alliances may be unable to adequately 29 perform and conduct their respective operations, or may require us to provide, or make other arrangements for additional financing for the joint ventures and strategic alliances.
Unless such cash flow levels are achieved, we may need to borrow additional funds or equity securities, or some combination of both, to provide funding for our operations. Such additional funding may not be available on commercially reasonable terms, or at all. We expect to invest in growth for the foreseeable future.
Unless such cash flow levels are achieved, we may need to borrow additional funds or equity securities, or some combination of both, to provide funding for our operations. Such additional funding may not be available on commercially reasonable terms, or at all. 30 We expect to invest in growth for the foreseeable future.
For example, on March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or the FDIC, as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each placed into receivership.
For example, on March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or 48 the FDIC, as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each placed into receivership.
We cannot ensure that our common stock, if delisted from the Nasdaq Capital Market, will be listed on another national securities exchange or quoted on an over-the counter quotation system. Sales of a substantial number of our securities in the public market could cause the price of our securities to fall.
We cannot ensure that our common stock, if delisted from the Nasdaq Capital Market, will be listed on another national securities exchange or quoted on an over-the counter quotation system. 53 Sales of a substantial number of our securities in the public market could cause the price of our securities to fall.
Factors that could materially affect our future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) our operating results before taxes.
Factors that could materially affect our future 46 effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) our operating results before taxes.
If we are unable to maintain these certifications or meet these standards, it could reduce demand for our solutions and adversely affect our business. Global trade issues and changes in and uncertainties with respect to trade policies, trade sanctions or restrictions, tariffs and international trade disputes, could substantially harm our business and operating results.
If we are unable to maintain these certifications or meet these standards, it could reduce demand for our solutions and adversely affect our business. 50 Global trade issues and changes in and uncertainties with respect to trade policies, trade sanctions or restrictions, tariffs and international trade disputes, could substantially harm our business and operating results.
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.
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.
Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the charging stations, prices, the features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.
Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the charging 44 stations, prices, the features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.
Other fuels or sources of energy may emerge as customers’ preferred alternative to our V2G platform. For example, fuel which is abundant and relatively inexpensive in the United States, such as compressed natural gas or hydrogen, may emerge as preferred alternative to petroleum-based propulsion.
Other fuels or sources of energy may emerge as customers’ preferred alternative to our V2G platform. For example, 35 fuel which is abundant and relatively inexpensive in the United States, such as compressed natural gas or hydrogen, may emerge as preferred alternative to petroleum-based propulsion.
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.
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.
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.
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.
We could be subject to risks caused by misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of information maintained in our information systems and networks and those of our vendors, including personal information of our employees and clients, and company and vendor confidential data.
We could be subject to risks caused by misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of information maintained in our information systems and networks and those of our vendors, including personal information of our employees and 43 clients, and company and vendor confidential data.
We incur significant accounting, legal and other expenses and must invest substantial time and resources to comply with public company reporting and compliance requirements, including costs to ensure we have adequate internal controls over accounting and financial reporting, proper documentation and testing procedures among other requirements.
We incur significant accounting, legal and other expenses and must invest substantial time and resources to comply with public company reporting and compliance requirements, including costs to ensure we have adequate internal controls over accounting 51 and financial reporting, proper documentation and testing procedures among other requirements.
If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business.
If key permits and approvals cannot be obtained on acceptable terms, or if other 52 operational requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business.
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.
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 reasonable terms or at all.
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.
Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability. We are a U.S. corporation and thus subject to U.S. corporate income tax on income from our worldwide operations.
Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software.
Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the 40 origin of software.
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.
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.
These provisions do not apply to suits brought to enforce any liability or duty created by the Securities Act, the Securities Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.
These provisions do not apply to suits brought to enforce any liability or duty created by the Securities Act, the Securities Exchange Act, or any other claim for which the federal courts have exclusive 56 jurisdiction.
As a result, these regulations may hamper our ability to sell our offerings in certain markets and increase our costs, adversely affecting our business, operating results, financial condition and prospects.
As a 33 result, these regulations may hamper our ability to sell our offerings in certain markets and increase our costs, adversely affecting our business, operating results, financial condition and prospects.
As a result of the recurring fair value measurement, our consolidated financial position and results of operations may fluctuate quarterly, based on factors, which are outside of our control.
As a result of the recurring fair value measurement, our consolidated financial position and results of operations may fluctuate quarterly, based on 45 factors, which are outside of our control.
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.
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. 57 Item 1B. Unresolved Staff Comments None.
Such financing may not be available on favorable terms, or at all. Joint venture or strategic alliance partners, controlling shareholders, management or other persons or entities who control them may have economic or business interests, strategies or goals that are inconsistent with ours.
Such financing may not be available on favorable terms, or at all. Joint venture or strategic alliance partners, controlling stockholders, management or other persons or entities who control them may have economic or business interests, strategies or goals that are inconsistent with ours.
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.
Business decisions or other actions or omissions of the joint venture partners, controlling stockholders, 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.
The price of our common stock and pre-merger warrants could also decline if one or more equity research analysts downgrade their recommendations with respect to our common stock and pre-merger warrants, change their price targets, issue other unfavorable commentary or cease publishing reports about us.
The price of our common stock and warrants could also decline if one or more equity research analysts downgrade their recommendations with respect to our common stock and warrants, change their price targets, issue other unfavorable commentary or cease publishing reports about us.
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.
Our research and development expenses were $3.8 million and $4.5 million during the years ended December 31, 2025 and 2024, 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.
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.
Included in our consolidated balance sheet as of December 31, 2025, contained elsewhere in this Annual Report on Form 10-K, is a derivative liability related to 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. 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 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. 54 We are authorized to issue 401,000,000 shares of capital stock, of which 1,000,000 shares will be authorized as preferred stock.
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. These payments will reduce our cash flow and profits.
Pursuant to a research agreement with the University of Delaware, we are required to pay a minimum of $400,000 per year under a research agreement subject to achievement of certain milestones. These payments will reduce our cash flow and profits.
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.
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; • 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. 55 In addition, the stock market in general, and Nasdaq in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.
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.
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.
On May 22, 2024, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that we are not currently in compliance with the requirement of maintaining stockholders’ equity of at least $2,500,000 for continued inclusion on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1) (the “Stockholders’ Equity Rule”).
On April 7, 2025, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that we are not currently in compliance with the requirement of maintaining stockholders’ equity of at least $2,500,000 for continued inclusion on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1) (the “Stockholders’ Equity Rule”).
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.
For the years ended December 31, 2025 and 2024, two customers accounted for 20.3%, and three customer accounted for 33.2% 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.
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”).
On September 3, 2025, we received written notice (the “September 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”).
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.
We currently operate parts of our business through joint ventures and other entities in which we may not have 100% ownership interest, and we may enter into additional joint ventures and strategic alliances in the future.
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.
However, there can be no assurance that we will maintain compliance with the Stockholders’ Equity Rule and Bid Price Rule or any of the Nasdaq continued listing requirements. If we fail to satisfy one or more of these continued listing requirements, we may be delisted from the Nasdaq Capital Market.
In October and December 2024 we issued certain convertible notes and warrants that are subject to full ratchet anti-dilution protection for any issuances of Company securities (other than certain excluded issuances) at a price or effective price (as determined in accordance with the terms of the applicable notes and warrants) that is less than the then current conversion or exercise price of the warrants following the issuance date.
During the year ended December 31, 2025, we issued certain convertible preferred stock, convertible notes and warrants that are subject to full ratchet anti-dilution protection for any issuances of Company securities (other than certain excluded issuances) at a price or effective price (as determined in accordance with the terms of the applicable preferred stock, notes and warrants) that is less than the then current conversion or exercise price of the warrants following the issuance date.
We primarily compete with charge point operator EV charge management platforms providing fleet charging services without sophisticated bi-directional capabilities, such as ChargePoint, Mobility House, EnelX, Fermata Energy, Blink and Ovo Energy. We expect this market to become increasingly competitive as new entrants enter the growing market.
The EV charging market as a whole is relatively new and competition is still developing. We primarily compete with charge point operator EV charge management platforms providing fleet charging services without sophisticated bi-directional capabilities, such as ChargePoint, Mobility House, EnelX, Blink and Ovo Energy. We expect this market to become increasingly competitive as new entrants enter the growing market.
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.
We incurred operating losses of approximately $32.2 million and $20.5 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of approximately $196.4 million. Further, we expect to incur significant costs in the future, in particular research and development and commercialization costs related to our GIVe platform.
For example, in January 2025 President Trump signed an executive order indicating that his Administration intends to reverse EV mandates implemented by the prior administration. In addition, President Trump has paused billions of dollars in federal funding allocated toward EV charging infrastructure. We also intend to derive future revenues from regulatory credits.
For example, in January 2025 President Trump signed an executive order indicating that his Administration intends to reverse EV mandates implemented by the prior administration. In addition, President Trump has paused billions of dollars in federal funding allocated toward EV charging infrastructure.
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.
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. The exercise price for the pre-merger warrants is $4,600.00 per whole share.
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 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.
As of December 31, 2025, we had $116.6 million of U.S. federal and $62.1 million of state net operating loss carryforwards available to reduce future taxable income, of which $113.6 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.
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.
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.
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.
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.
Sales of a substantial number of shares of common stock or pre-merger warrants in the public market or the perception that these sales might occur could depress the market price of the common stock and/or pre-merger warrants and could impair our ability to raise capital through the sale of additional equity securities.
Sales of a substantial number of shares of common stock or pre-merger warrants in the public market or the perception that these sales might occur could depress the market price of the common stock and/or pre-merger warrants and could impair our ability to raise capital through the sale of additional equity securities and may make it more difficult for us to sell our securities at a time and price which we deem appropriate.
Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and may also have an advantage in such proceedings due to their more mature and developed intellectual property portfolios.
Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and may also have an advantage in such proceedings due to their more mature and developed intellectual property portfolios. 41 Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have an adverse effect on our ability to compete in the marketplace.
In addition, if these contractors are unable to provide timely, thorough and quality installation-related services, customers could fall behind their construction schedules leading to liability to us or cause customers to become dissatisfied with the solutions we offer and our overall reputation would be harmed.
In addition, if these contractors are unable to provide timely, thorough and quality installation-related services, customers could fall behind their construction schedules leading to liability to us or cause customers to become dissatisfied with the solutions we offer and our overall reputation would be harmed. 32 Our future revenue growth will depend in significant part on our ability to increase sales of our products and services, especially to fleet operators.
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.
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.
There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities. It may take us longer than expected to fully realize the anticipated benefits of these transactions, and those benefits may ultimately be smaller than anticipated or may not be realized at all, which could adversely affect our business and operating results.
It may take us longer than expected to fully realize the anticipated benefits of these transactions, and those benefits may ultimately be smaller than anticipated or may not be realized at all, which could adversely affect our business and operating results.
Our success depends, at least in part, on our ability to protect our core V2G technology and intellectual property. To accomplish this, we rely and will rely on a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property license agreements and other contractual rights to establish and protect our rights in our technology.
To accomplish this, we rely and will rely on a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property license agreements and other contractual rights to establish and protect our rights in our technology. 38 The protection of our intellectual property rights will be important to our future business opportunities.
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.
In addition, as of December 31, 2025, there were 188,630 shares issuable upon exercise of our outstanding stock options, which have a weighted average exercise price of approximately $181.24 per share and an average remaining life of approximatel y 9.88 yea rs, and 134,241 shares authorized and available for future issuance under the 2020 Equity Incentive Plan.
The impact of these measures, as well as potential responses to them by Russia, China, and other countries, is currently unknown and they could adversely affect the global economy, our business, supply chain, partners or customers. 46 The U.S. government has and may continue to make significant changes in U.S. trade policy, including further expanding its controls on exports and imposing new tariffs on imports from various countries, which could negatively impact U.S. trade and result in the adoption of tariffs by other countries as well, leading to a global trade war.
The U.S. government has and may continue to make significant changes in U.S. trade policy, including further expanding its controls on exports and imposing new tariffs on imports from various countries, which could negatively impact U.S. trade and result in the adoption of tariffs by other countries as well, leading to a global trade war.
These statutes, regulations, and administrative rulings relate to electricity pricing, net metering, consumer protection, incentives, taxation, competition with utilities, and the interaction of our GIVe platform with the electrical grid.
Federal, state and local government statutes and regulations concerning electricity heavily influence the market for our grid service offerings and are constantly evolving. These statutes, regulations, and administrative rulings relate to electricity pricing, net metering, consumer protection, incentives, taxation, competition with utilities, and the interaction of our GIVe platform with the electrical grid.
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.
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. 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.
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.
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.
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.
As a result, we cannot be certain that any patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology. In addition, our competitors may design around our issued patents, which may adversely affect our business, prospects, financial condition or operating results.
As a result, we cannot be certain that any patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology.
We do not control these analysts or the content and opinions included in their reports. Securities analysts may elect not to provide research coverage of our company and such lack of research coverage may adversely affect the market price of our common stock and pre-merger warrants.
Securities analysts may elect not to provide research coverage of our company and such lack of research coverage may adversely affect the market price of our common stock and warrants.
Our failure to obtain the right to use necessary third-party intellectual property rights on reasonable terms, or our failure to maintain, and comply with the terms and conditions applicable to these rights, could harm our business and prospects.
In addition, our competitors may design around our issued patents, which may adversely affect our business, prospects, financial condition or operating results. 39 Our failure to obtain the right to use necessary third-party intellectual property rights on reasonable terms, or our failure to maintain, and comply with the terms and conditions applicable to these rights, could harm our business and prospects.
In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet can be costly and capital intensive, which could result in slower than anticipated adoption.
The electrification of fleets is an emerging market, and fleet operators may not adopt EVs on a widespread basis and on the timelines we anticipate. In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet can be costly and capital intensive, which could result in slower than anticipated adoption.
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. 30 Our success depends, in part, on our ability to retain key personnel.
As a result of these risks, our current expansion efforts and any potential future international expansion efforts may not be successful. 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. Our success depends, in part, on our ability to retain key personnel.
Certain of these requirements might at times apply to technology inside the vehicles, in which case such risks could also be pushed on the vehicle original equipment manufacturers (“OEMs”). These risks would adversely affect our ability to meet scheduled product deliveries to our customers, increase costs and in turn harm our business and results of operations.
Certain of these requirements might at times apply to technology inside the vehicles, in which case such risks could also be pushed on the vehicle original equipment manufacturers (“OEMs”).
Any bankruptcy or insolvency, or the failure to make payments when due, of any counterparty of ours, or the loss of any significant relationships, could result in material losses to us and may material adverse impacts on our business.
Any bankruptcy or insolvency, or the failure to make payments when due, of any counterparty of ours, or the loss of any significant relationships, could result in material losses to us and may material adverse impacts on our business. 49 Risks Related to Legal Matters and Regulations Electric utility statutes and regulations and changes to such statutes or regulations may present technical, regulatory and economic barriers to our ability to offer grid services.
Furthermore, we depend on connectivity from our charging stations to our data centers through wired, local area networks and cellular service providers.
Any outage or failure of such data centers or other interruptions of AWS’ services could negatively affect our product connectivity and performance. Furthermore, we depend on connectivity from our charging stations to our data centers through wired, local area networks and cellular service providers.
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.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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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.
Biggest changeThe Chief Executive Officer of our New Mexico subsidiary, a member of the CWG, is National Association of Corporate Directors (“ NACD”) Directorship Certified® and has earned the NACD certificate in cyber risk oversight.
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.
Identification of Threats Associated with Third Parties 58 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.
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 senior executive leadership stakeholders are responsible for assessing the materiality of risks in consultation with the IRT, CWG, and external advisors. 59
Added
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. 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changePlease 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
Biggest changeThere can be no assurance as to the amount the Company will ultimately receive from the FEOC for services provided under the Fresno Agreement prior to the date of termination. Please see Note 17 to the the Notes to the accompanying Consolidated Financial Statements included in this Annual Report on Form 10-K for details. Item 4.
Added
On February 11, 2026, the Company determined that the master services agreement, dated May 14, 2024 (the “Fresno Agreement”), by and between the Company and Fresno Economic Opportunities Commission (the “FEOC”) had been effectively terminated and provided notice to the FEOC of costs and amounts owed to the Company in connection with the termination.
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As previously disclosed, the Fresno Agreement outlined the general scope of work, timeline, and pricing pursuant to which the Company was to provide services and materials to the FEOC in connection with the FEOC’s fleet electrification program.
Added
The total possible estimated fees and expenses payable to the Company by FEOC for services and materials provided in relation to the project under the Fresno Agreement was approximately $15.7 million. The termination followed extensive discussions between the Company and the FEOC regarding the Fresno Agreement and the FEOC’s willingness to continue pursuing its fleet electrification project.
Added
Despite the Company’s substantial efforts to accommodate the FEOC’s requests and procuring multiple alternative options to fulfill certain funding obligations under the Fresno Agreement, the FEOC was unwilling to move forward with the project. The Company disputes whether the FEOC properly terminated the Fresno Agreement pursuant to its terms and has reserved its rights with respect thereto.
Added
However, as a practical matter, the Company no longer reasonably believes that the business relationship contemplated by the Fresno Agreement will continue.
Added
The Company is currently in negotiations with the FEOC to determine the amount of costs and fees owed to the Company for services provided prior to the date of termination, as it is entitled to under the Fresno Agreement.
Added
Mine Safety Disclosures Not applicable. 60 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities. Market Information Our common stock and pre-merger warrants trade on the Nasdaq Capital Market under the symbols “NVVE" and "NVVEW", respectively.
Biggest changeItem 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities. Market Information Our common stock trade on the Nasdaq Capital Market under the symbols “NVVE". Our pre-merger expired on March 19, 2026, and ceased trading on the Nasdaq Capital Market on March 25, 2026.
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
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 61
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.
Our pre-merger warrants were previously traded under the symbol "NVVEW." Holders As of March 23, 2026, there were approximately 34 stockholders of record of our common stock, which does not include the number of stockholders 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.

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 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 $3.0 million, or 36.6%.
Biggest changeYears Ended December 31, Period-over-Period Change 2025 2024 Change ($) Change (%) Revenue Products $ 3,046,150 $ 2,568,573 $ 477,577 18.6 % Services $ 1,188,581 $ 2,307,679 $ (1,119,098) (48.5) % Grants 559,211 409,977 149,234 36.4 % Total revenue 4,793,942 5,286,229 (492,287) (9.3) % Operating expenses Cost of products 2,418,237 2,124,506 293,731 13.8 % Cost of services 503,039 1,410,051 (907,012) (64.3) % Inventory impairment loss 3,469,895 — 3,469,895 NM Selling, general and administrative expenses 26,752,318 17,671,110 9,081,208 51.4 % Research and development expense 3,830,533 4,540,993 (710,460) (15.6) % Total operating expenses 36,974,022 25,746,660 11,227,362 43.6 % Operating loss (32,180,080) (20,460,431) (11,719,649) 57.3 % Other income Interest expense, net (1,955,781) (767,373) (1,188,408) 154.9 % Change in fair value of convertible notes (140,575) 444,656 (585,231) (131.6) % Change in fair value of warrants/investment rights liability 940,500 3,662,370 (2,721,870) NM Change in fair value of derivative liability — (3,626) 3,626 (100.0) % Other, net 1,785,948 (300,408) 2,086,356 (694.5) % Total other income, net 630,092 3,035,619 (2,405,527) (79.2) % Loss before taxes (31,549,988) (17,424,812) (14,125,176) 81.1 % Income tax (benefit) expense (1,000) 1,600 (2,600) (162.5) % Net loss $ (31,548,988) $ (17,426,412) $ (14,122,576) 81.0 % Less: Net loss attributable to non-controlling interests (726,437) (28,809) (697,628) 2,421.6 % Net loss attributable to Nuvve Holding Corp. $ (30,822,551) $ (17,397,603) $ (13,424,948) 77.2 % ________________ NM - Not Meaningful 66 Revenue Total revenue was $4.8 million for the year ended December 31, 2025, compared to $5.3 million for the year ended December 31, 2024, a decrease of $0.5 million, or 9.3%.
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.
Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement 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.
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.
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.
As payments are received, the difference between the total payment and the amortized value of the receivable is recorded to interest income using the effective yield method. Areas of Judgment and Estimates Determining whether multiple promises in a contract constitute distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment.
As payments are received, the difference between the total payment and the amortized value of the receivable is recorded to interest income using the effective yield method. Determining whether multiple promises in a contract constitute distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment.
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.
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 73 charging station installations, and, if necessary, we adjust our estimate of the overall transaction price.
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.
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. 65 Results of Operations Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2025 and 2024.
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 donot have any obligation to purchase additional non-conforming DC Chargers.
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.
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.
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, grid modernization, energy storage and management, as well as low and in some cases free energy costs.
We expect growth in company-owned charging stations and the related government grant funding to continue, but for such projects to constitute a declining percentage of our future business as our commercial operations expand.
We expect reductions in company-owned charging stations and the related government grant funding, and such projects to constitute a declining percentage of our future business as our commercial operations expand.
Shelf Registration On April 25, 2022, we filed a shelf registration statement with the SEC on Form S-3 which allow us, subject to limitations under the baby shelf rules discussed below, to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $100.0 million.
Shelf Registration Statement On June 27, 2025, we filed a shelf registration statement on Form S-3 with the SEC which allows us, subject to limitations under the baby shelf rules discussed below, to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $300.0 million.
The shelf registration statement was declared effective on May 5, 2022. Our ability to utilize the full capacity of our shelf registration, or any future shelf registration on Form S-3, is limited by our compliance with the baby shelf rules.
The shelf registration statement was declared effective on July 7, 2025. Our ability to utilize the full capacity of our shelf registration, or any future shelf registration on Form S-3, is limited by our compliance with the baby shelf rules.
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.
During the year ended December 31, 2025 cash provided by investing activities was $0.52 million as compared to net cash used for investing activities of $0.05 million during the year ended December 31, 2024.
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.
The decrease is attributed to a $1.1 million decrease in services revenue, partially offset by a $0.5 million increase in products due to higher customers sales orders and shipments, and increase of $0.15 million in grants revenue.
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.
The income tax (benefit)/expenses during the years ended December 31, 2025 and 2024 were nominal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance.
The following is a summary description of the key terms of the Term Loan: Debt Debt Origination Date Maturity Principal Amount Borrowed Carrying Value Weighted Weekly Average Interest Rate Weighted Annual Average Interest Rate Term Loan 8/9/2024 3/6/2025 $ 1,000,000 $ 483,812 2.96 % 153.90 % Term Loan 11/27/2024 6/27/2025 $ 1,000,000 $ 961,533 2.96 % 153.90 % Interest expense paid on the Term Loans for the year ended December 31, 2024 was $627,929 .
The following is a summary description of the key terms of the Term Loan: Debt Debt Origination Date Maturity Principal Amount Borrowed Carrying Value Weighted Weekly Average Interest Rate Weighted Annual Average Interest Rate Term Loan 8/9/2024 3/6/2025 $ 1,000,000 $ — 2.96 % 153.90 % Term Loan 11/27/2024 6/27/2025 $ 1,000,000 $ — 2.96 % 153.90 % Term Loan 3/31/2025 3/31/2026 $ 1,750,000 $ — 2.16 % 112.60 % Interest expense paid on the Term Loans for the year ended December 31, 2025 was $1,240,544 .
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.
We hold a 51% equity interest by way of Nuvve CPO, and WISE holds a 49% equity interest. 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.
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 $0.9 million increase in net cash used in operating activities was primarily attributable to higher use of cash for working capital during the year ended December 31, 2025 as compared to the same prior period.
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 .
During the year ended December 31, 2024, we did not grant any stock options. 74 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, 2025 Expected life of options (in years) 5.06 Dividend yield 0 % Risk-free interest rate 3.72 % Expected volatility 56.01 % • Expected Life .
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.
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. 71 Cash Flows Years Ended December 31, 2025 2024 Net cash (used in) provided by: Operating activities $ (16,627,127) $ (15,734,334) Investing activities 517,866 (45,395) Financing activities 21,196,561 14,462,917 Effect of exchange rate on cash 8,453 (6,351) Net decrease in cash and restricted cash $ 5,095,753 $ (1,323,163) Net cash used in operating activities during the year ended December 31, 2025 was $16.6 million as compared to net cash used of $15.7 million in the year ended December 31, 2024.
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 .
Net cash provided by financing activities for the year ended December 31, 2025 was $21.2 million, of which $5.5 million was the proceeds from public offering of common stock, partially offset by issuance cost, $5.0 million was the proceeds from private placement of convertible preferred stock, partially offset by issuance cost, $4.3 million was from the exercise of common stock warrants, partially offset by issuance cost, proceeds from debt obligations of $9.4 million, and repayment of debt obligations of $3.3 million .
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.
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 . 72 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.
Please see Note 11 to the Consolidated Financial Statements for detail descriptions: As of December 31, 2024 2023 Term loan (1) $ 1,445,345 $ — Promissory Notes - August 16, 2024 884,676 — Promissory Notes - August 27, 2024 (2) 516,818 — Senior Convertible Notes - October 2024 (3) 2,475,162 — Senior Convertible Notes - December 2024 250,000 — Total outstanding principal balance 5,572,001 — Less: unamortized debt issuance costs and discounts (84,170) — Total debt 5,487,831 — Less: current portion of long-term debt 4,647,331 — Long-term debt, net of current portion $ 840,500 $ — __________________ (1) Principal balance and interest of $483,812 was fully repaid in March 2025.
Please see Note 10 to the Consolidated Financial Statements for detail descriptions: As of December 31, 2025 2024 Term loan (1) $ — $ 1,445,345 Promissory Notes - August 16, 2024 (2) (3) 564,446 884,676 Promissory Notes - August 27, 2024 (1) — 516,818 Senior Convertible Notes - October 2024 (1) — 2,475,162 Senior Convertible Notes - December 2024 (1) — 250,000 Senior Convertible Notes - September 2025 112,302 — Senior Convertible Notes - November 2025 281,186 — Senior Convertible Notes - December 2025 222,691 — Promissory Notes - Fermata Energy II LLC (2) 584,292 — Total outstanding principal balance 1,764,917 5,572,001 Less: unamortized debt issuance costs and discounts (35,174) (84,170) Total debt 1,729,743 5,487,831 Less: current portion of long-term debt 1,729,743 4,647,331 Long-term debt, net of current portion $ — $ 840,500 __________________ (1) Principal balance and interest of was fully repaid as of December 31, 2025.
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.
Working capital during the year ended December 31, 2025 was impacted by, among other items, higher net loss of $31.5 million, resulting from increase in operating expenses and lower revenue, partially offset by improved timing and management of vendor terms compared to the cash settlement of such items.
The Term Loan contains customary affirmative and negative covenants. Among other things, these covenants restricts our ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates.
Among other things, these covenants restricts our ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates. Additionally, the Term Loan contains customary default provisions including, but not limited to, failure to pay interest or principal when due.
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%.
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 $26.8 million for the year ended December 31, 2025 as compared to $17.7 million for the year ended December 31, 2024, an increase of $9.1 million, or 51.4%.
There was no interest expense on the Term Loans for the year ended December 31, 2023. On March 6, 2025, we repaid fully the principal balance and interest of the August 9, 2024 Term Loan . 65 The following is a summary of debt as of December 31, 2024 and 2023.
There was $627,929 interest expense on the Term Loans for the year ended December 31, 2024. As of December 31, 2025, the Company has fully repaid the principal balance and interest of Term Loans . 70 The following is a summary of debt as of December 31, 2025 and 2024.
Accordingly, we consolidate Deep Impact and record a non-controlling interest for the share of the entity owned by WISE.
Accordingly, we consolidate Deep Impact and record a non-controlling interest for the share of the entity owned by WISE. Deep Impact had limited business operations during the year ended December 31, 2025.
(“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.
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.
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.
In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive original equipment manufacturers ("OEMs") and charge point operators.
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.
The decrease during the year ended December 31, 2025 was primarily attributable to the change in fair values of the convertible notes and warrants liability, partially offset by increases in sublease income related to the subleasing of part of our main office space (See Note 16 ), and interest expense on debt obligations. 67 Income Taxes In the years ended December 31, 2025 and 2024, we recorded nominal income tax (benefit)/expenses.
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.
The increase during the year ended December 31, 2025 was primarily attributable to the f air value of warrants expenses issued for cryptocurrency strategy consulting services of $8.2 million , increase in legal expenses of $1.4 million, increase in bad debt expenses of $1.0 million primarily related to management fees earned in the Fresno EV infrastructure project, increase in insurance related expenses of $0.3 million , increase in professional fees of $0.2 million , increase in outside services related expenses of $0.1 million , in crease in office related expenses of $0.2 million , in crease in travel and marketing related expenses of $0.5 million , partially offset by decrease in compensation expenses of $2.0 million, including share-based compensation, decrease in information technology related expenses of $0.5 million, and de crease in public company related expenses of $0.3 million.
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.
Backlog does not include agreements we have with customers to earn future grid service revenues. 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.
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.
Margin benefited mostly from a higher mix of hardware charging stations sales, and a lower mix of engineering services during the year ended December 31, 2025 compared to December 31, 2024.
The August 9, 2024 and November 27, 2024 Term Loans are short-term, fixed interest rate obligations. Principal and interest on the Term Loan are payable in arrears weekly. The August 9, 2024 and November 27, 2024 Term Loans are secured by certain of our assets, and were is evidenced by a subordinated secured promissory note.
Principal and interest on the Term Loans are payable in arrears. The Term Loans are secured by certain of our assets, and were evidenced by a subordinated secured promissory note. The Term Loan contains customary affirmative and negative covenants.
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 .
Products and services revenue for the year ended December 31, 2025 consisted of sales of DC and AC Chargers of $3.0 million , grid services revenue of $0.1 million , and engineering services of $1.1 million. The decrease in service revenue is due to the absence of management fees earned related to the Fresno EV infrastructure project .
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.
As of December 31, 2025, we had a cash balance, working capital, and stockholders’ deficit of $5.5 million, $1.3 million and $2.4 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, debt obligations and cash from operations.
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.
If we are unable to penetrate the market in North America and Europe, our future revenue growth and profits will be impacted. 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.
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.
Net cash provided by investing activities during the year ended December 31, 2025 were for proceeds from the sale of our equity interest in a joint venture, partially offset by cash used for the purchase of fixed assets, and cash used for acquisitions.
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.
As of December 31, 2025 , three members have been admitted as Class B unit members with an aggregate subscription of 300,000 Class B units at $1.00 per unit. 63 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.
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.
The increase in net loss was primarily driven by a decrease in revenue of $0.5 million, decrease in other income, net of $2.4 million, and an increase in operating expenses of $11.7 million, which includes a decrease in cost of product and services of $0.6 million for the aforementioned reasons.
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 decreases during the year ended December 31, 2025 were primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with vehicles and stationary batteries.
We are positioned to grow our North American and European business through future partnerships with charge point operators, OEMs and leasing companies. However, we may experience competition with other providers of EV charging station networks for installations. Many of these competitors have limited funding, which could lead to poor customer experiences and have a negative impact on overall EV adoption.
Further, we may experience competition with other providers of EV charging station networks for installations. Many of these competitors have limited funding, which could lead to poor customer experiences and have a negative impact on overall EV adoption. Our growth in North America and Europe requires differentiating ourself as compared to the several existing competitors.
The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.
The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. 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.
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.
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. 62 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”).
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.
Other income, net was $0.63 million in other income for the year ended December 31, 2025, compared to $3.0 million in other income for the year ended December 31, 2024, a decrease of $2.4 million of income, or 79.2%.
Additionally, each party may terminate the Agreement upon certain material breaches of the Agreement by the other party and failure to cure. Term Loan On August 9, 2024 and November 27, 2024, we entered into a Subordinated Business Loan and Security Agreement ("Term Loan") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent.
Term Loan On August 9, 2024, November 27, 2024 and March 31, 2025, we entered into a Subordinated Business Loan and Security Agreement ("Term Loans") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent. The August 9, 2024, November 27, 2024 and March 31, 2025 Term Loans are short-term, fixed interest rate obligations.
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.
Net Loss Attributable to Non-Controlling Interest Net loss attributable to the non-controlling interest was $0.73 million and $0.03 million for the year ended December 31, 2025 and 2024, respectively. Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in the entities.
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.
Research and Development Expenses Research and development expenses were $3.8 million for the year ended December 31, 2025, compared to $4.5 million for the year ended December 31, 2024, a decrease of $0.7 million, or 15.6%.
The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, there is no guarantee of such future demand.
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. The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, there is no guarantee of such future demand.
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.
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.
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.
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. 75 Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not applicable.
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.
The decrease was primarily due to lower costs of service revenue. Products and services margins for the year ended December 31, 2025 increased by 3.5%, to 31.0% for the year ended December 31, 2025, compared to 27.5% for the same prior year period.
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 have incurred operating losses of approximately $32.2 million and $20.5 million for the years ended December 31, 2025 and 2024, respectively. Our cash used in operations were $16.6 million and $15.7 million for the years ended December 31, 2025 and 2024, respectively.
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.
Net loss Net loss was $31.5 million for the year ended December 31, 2025, compared to $17.4 million for the year ended December 31, 2024, an increase of $14.1 million, or 81.0%.
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.
We plan to fund current operations through debt obligations, 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.
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.
Pursuant to the July 2025 Underwriting Agreement we also agreed to issue to Lucid common stock purchase warrants (the “Representative’s Warrant”) to purchase up to 5.0% of the securities sold in the July 2025 Offering at an exercise price of $42.00 per share of Common Stock.
We anticipate recognizing revenue from this backlog from 2025 through 2026.
Our estimated backlog on December 31, 2025, was $3.2 million, which we expect to be earned in future periods. We anticipate recognizing revenue from this backlog from 2026 through 2027.
Removed
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.
Added
Fermata Energy II LLC On April 25, 2025, we, Fermata Energy LLC (“Seller”), and the former noteholders of the Seller (the “Preferred Members”), entered into a series of definitive agreements to effect the acquisition of substantially all of the Seller’s assets by Fermata Energy II, LLC, a Delaware limited liability company (“Fermata”).
Removed
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.
Added
As a result of the transaction, we hold a 51% equity interest in Fermata as the sole common units member of Fermata entity, and the Preferred Members collectively hold the remaining 49% equity interest in the form of Fermata's entity class A preferred units.
Removed
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.
Added
Fermata is an entity formed for the principal purpose of developing and commercializing energy management and bidirectional charging technology solutions. Please see Note 20 to the accompanying consolidated financial statements included elsewhere in this Annual Report for additional details of the acquisition.
Removed
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.
Added
Nuvve New Mexico LLC In April 2025, we formed Nuvve New Mexico LLC, a new subsidiary created to support our recently awarded State of New Mexico contract. The new entity serves as a regional representative company, ensuring the successful execution of the contract and the expansion of our innovative energy solutions across the state.
Removed
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.
Added
We hold majority membership interest in Nuvve New Mexico LLC as the Class A units holder. Other members admitted into the Nuvve New Mexico LLC through subscription as investors hold the Class B units.
Removed
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.
Added
We are positioned to grow our North American and European business through future partnerships with charge point operators, OEMs and leasing companies. For example, on March 6, 2026, we entered into the 64 Omnia Global Agreements between and among ourselves, Oelion, and Omnia.
Removed
Additionally, competition for, and price volatility of resources throughout the supply chain have increased, resulting in higher product costs. Trends affecting the supply chain included fluctuating prices and inflationary pressures on labor and raw materials. Trends such as these can result in higher product costs and increased pressure to reduce costs and raise product prices.
Added
Pursuant to the Omnia Global Agreements we have an option regarding an assignment of a 50 MW battery energy storage system (BESS) project located at Marviken, Sweden and to hold an interconnection agreement with the relevant grid operator.
Removed
We continue to pursue mitigation strategies and create new efficiencies in our global supply chain.
Added
We also plan to pursue expansion of our energy aggregation services and engineering and managerial consulting services in Europe regarding new projects by Omnia and its affiliates pursuant to the Omnia Global Agreements. However, there can be no assurance that the projects envisioned by the Omnia Global Agreements will become a significantly meaningful portion of our business.
Removed
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.
Added
We stopped accruing management fees earned for the Fresno EV infrastructure project during the second quarter of 2025. Cost of Product and Service Revenue Cost of products and services revenues was $2.9 million for the year ended December 31, 2025, compared to $3.5 million for the year ended December 31, 2024, a decrease of $0.6 million, or 17.4%.
Removed
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.
Added
Inventory Impairment Loss During the fourth quarter of 2025, we determined that certain 125 kW V2G DC Chargers held in inventory and purchased from our former third party supplier were not conforming to our commercial product reliability standards and they would no longer be offered for sale domestically.
Removed
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.
Added
Given the commercial reliability issues with those DC chargers, we recognized a total inventory impairment charge of $3.47 million , reducing the carrying value of those inventories to zero. The inventory impairment loss is presented as a separate line item in the consolidated statements of operations due to its significance.
Removed
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.

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