Financial Data and Key Metrics Changes - In Q2 2025, total revenues were $300,000, a decrease from $800,000 in Q2 2024, primarily due to lower charger hardware sales [16] - Year-to-date revenues through June 30, 2025, were $1,200,000 compared to $1,600,000 for the same period last year [16] - Margins on products, services, and grant revenues improved to 60.6% in Q2 2025 from 24.9% in Q2 2024, driven by a higher mix of service revenues [17] - Net loss attributable to common stockholders increased to $13,400,000 in 2025 from $4,200,000 in 2024, largely due to one-time expenses [21] - Cash as of June 30, 2025, was approximately $1,800,000, an increase of $600,000 from March 31, 2024 [22] Business Line Data and Key Metrics Changes - Hardware revenue was low due to the transition to new charging station models, with expectations to return to normal in Q3 [13] - The company decommissioned 4.4 megawatts of stationary batteries in Japan and 2.5 megawatts in California, leading to a 19.5% decrease in megawatts under management to 25.6 megawatts [23][24] - The acquisition of Thermador Energy LLC is expected to enhance efficiencies and services by year-end [11] Market Data and Key Metrics Changes - The company is focusing on expanding its energy business in Japan and Europe, with Nuvi Japan receiving its first private investment [8] - The New Mexico contract represents a potential opportunity exceeding $400,000,000 in capital expenditures over the next four years [9] Company Strategy and Development Direction - The company is strategically positioned at the intersection of energy, artificial intelligence, and cryptocurrency, aiming to capitalize on opportunities in these sectors [27] - The restructuring of the energy business and integration of recent acquisitions are key focuses for future growth [27] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about leading the energy management transition globally and capitalizing on opportunities in the cryptocurrency and blockchain economy [27] - The company is actively pursuing battery aggregation services in Japan to enhance disaster preparedness and resilience [24] Other Important Information - The company raised $6,900,000 in gross proceeds through debt and equity to support growth initiatives [15] - A $300,000,000 shelf registration was filed to support the digital asset strategy [15] Q&A Session Summary Question: Are there any questions from the participants? - There were no questions during the call [29]

[PART I—FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Interim Condensed Consolidated Financial Statements and Notes (Unaudited)](index=4&type=section&id=Item%201.%20Interim%20Condensed%20Consolidated%20Financial%20Statements%20and%20Notes%20(Unaudited)) Nuvve Holding Corp. reported a significant increase in net loss and a decline in revenue for the six months ended June 30, 2025, with management expressing substantial doubt about its going concern ability [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets | Financial Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Cash | $1,767,406 | $371,497 | | Total Assets | $16,993,377 | $16,797,812 | | Total Liabilities | $19,821,616 | $18,087,459 | | Total Stockholders' Deficit | ($2,828,239) | ($1,289,647) | - The company's total liabilities (**$19.8 million**) exceeded its total assets (**$17.0 million**) as of June 30, 2025, resulting in a total stockholders' deficit of **$2.8 million**, an increase from a deficit of **$1.3 million** at the end of 2024[12](index=12&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (Q2) | Metric | Q2 2025 ($) | Q2 2024 ($) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | $332,989 | $802,180 | -58.5% | | Operating Loss | ($14,797,225) | ($5,763,874) | +156.7% | | Net Loss | ($13,568,462) | ($3,949,015) | +243.6% | | Net Loss Per Share | ($2.12) | ($6.70) | N/A | Condensed Consolidated Statements of Operations (H1) | Metric | H1 2025 ($) | H1 2024 ($) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | $1,245,454 | $1,581,936 | -21.3% | | Operating Loss | ($20,383,839) | ($13,011,249) | +56.7% | | Net Loss | ($20,447,063) | ($10,677,752) | +91.5% | | Net Loss Per Share | ($4.97) | ($21.51) | N/A | - The significant increase in operating and net loss in Q2 and H1 2025 was primarily driven by a sharp rise in Selling, General, and Administrative expenses, which included a one-time **$8.19 million** non-cash charge for warrants issued for cryptocurrency strategy consulting services[15](index=15&type=chunk)[212](index=212&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($7,274,280) | ($8,736,566) | | Net cash used in investing activities | ($394,373) | ($53,103) | | Net cash provided by financing activities | $9,009,815 | $8,684,261 | - For the first six months of 2025, the company used **$7.3 million** in cash from operations, funding its activities primarily through **$9.0 million** in net cash from financing, which included proceeds from debt, warrants exercises, and stock offerings[26](index=26&type=chunk) [Notes to Financial Statements](index=10&type=section&id=Notes%20to%20Financial%20Statements) - The company executed two reverse stock splits in 2024: a **1-for-40 split** in January and a **1-for-10 split** in September, with all share and per-share data retroactively adjusted[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - Management has concluded that substantial doubt exists about the Company's ability to continue as a going concern for the next twelve months, citing recurring losses, negative cash flows, a working capital deficit of **$4.5 million**, and **$4.1 million** of debt due within a year[44](index=44&type=chunk)[45](index=45&type=chunk) - In April 2025, the company acquired substantially all assets of Fermata Energy LLC for approximately **$1.1 million**, consisting of cash and preferred units, resulting in **$0.7 million** of goodwill[214](index=214&type=chunk)[215](index=215&type=chunk) - A legal dispute is ongoing with supplier Rhombus Energy Solutions, with Nuvve initiating legal action in February 2025 regarding warranty obligations, and Rhombus filing for arbitration claiming breach of a settlement agreement[202](index=202&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 58.5% year-over-year revenue decrease for Q2 2025, driven by lower product sales and grant income, leading to a substantially higher net loss due to increased SG&A expenses [Overview and Backlog](index=44&type=section&id=Overview%20and%20Backlog) - Nuvve is a green energy technology company focused on its commercial Vehicle-to-Grid (V2G) technology and Grid Integrated Vehicle (GIVe) platform, which allows EV batteries to store and sell energy back to the grid[221](index=221&type=chunk)[222](index=222&type=chunk) - As of June 30, 2025, the company had an estimated backlog of **$19.1 million**, though approximately **$14.7 million** of this backlog is considered at risk due to uncertain project financing for the Fresno EV infrastructure project[231](index=231&type=chunk) [Recent Developments - Digital Asset Strategy](index=45&type=section&id=Recent%20Developments%20-%20Digital%20Asset%20Strategy) - The Board approved a digital asset treasury strategy, initially allowing up to **30%** of excess cash to be allocated to bitcoin purchases, later expanded to include other digital assets like HYPE with a potential allocation of up to **100%** of the cryptocurrency portfolio[233](index=233&type=chunk)[234](index=234&type=chunk)[235](index=235&type=chunk) - As of June 30, 2025, the company had not yet implemented the digital asset strategy but anticipates doing so in the latter half of 2025[236](index=236&type=chunk) [Results of Operations](index=47&type=section&id=Results%20of%20Operations) Results of Operations (Q2) | Metric | Q2 2025 | Q2 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $0.33M | $0.80M | -58.5% | | Cost of Revenue | $0.13M | $0.60M | -78.3% | | SG&A Expenses | $13.9M | $4.5M | +209.7% | | R&D Expenses | $1.1M | $1.5M | -25.8% | | Operating Loss | ($14.8M) | ($5.8M) | +157% | | Net Loss | ($13.6M) | ($3.9M) | +243.6% | - The **58.5%** decrease in Q2 2025 revenue was due to lower customer sales orders for products, reduced services revenue, and a decline in grant revenue[239](index=239&type=chunk) - The sharp increase in Q2 2025 SG&A expenses was primarily driven by an **$8.1 million** non-cash expense for warrants issued for cryptocurrency strategy consulting services and a **$1.2 million** increase in bad debt expenses related to the Fresno project[244](index=244&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) - The company is an early-stage enterprise that has not achieved profitability and expects to continue incurring substantial losses, with a cash balance of **$1.8 million**, a working capital deficit of **$4.5 million**, and a total equity deficit of **$2.8 million** as of June 30, 2025[256](index=256&type=chunk) - To fund operations, the company relies on debt and equity financing, having raised approximately **$5.5 million** in gross proceeds from a registered public offering in July 2025[257](index=257&type=chunk)[259](index=259&type=chunk) - The company has a settlement agreement with Rhombus requiring payments of up to **$2.40 million** for DC Chargers, but a legal dispute has arisen regarding warranty obligations and purchase commitments[266](index=266&type=chunk)[267](index=267&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that this item is not applicable for the reporting period - The company has indicated that quantitative and qualitative disclosures about market risk are not applicable[280](index=280&type=chunk) [Item 4. Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025 - Management concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[281](index=281&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[282](index=282&type=chunk) [PART II—OTHER INFORMATION](index=55&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various claims and legal proceedings in the ordinary course of business, with specific details incorporated by reference from Note 17 of the financial statements - Information regarding legal proceedings is incorporated by reference to Note 17, which details the ongoing dispute with supplier Rhombus Energy Solutions[285](index=285&type=chunk) [Item 1A. Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) The company highlights significant risks, including potential delisting from Nasdaq for failing to meet the minimum stockholders' equity requirement and substantial risks related to its new digital asset treasury strategy - The company received a notice from Nasdaq on April 7, 2025, for non-compliance with the minimum stockholders' equity requirement of **$2.5 million**, posing a risk of delisting from the Nasdaq Capital Market[288](index=288&type=chunk) - The new digital asset treasury strategy introduces significant risks, including the high volatility of assets like HYPE, evolving and uncertain legal and regulatory frameworks, and potential cyberattacks or loss of private keys[291](index=291&type=chunk)[292](index=292&type=chunk)[306](index=306&type=chunk) - There is a risk that if HYPE is classified as a security, the company could be deemed an "investment company" under the 1940 Act, which would subject it to significant additional regulatory controls and could require changes to its business operations[309](index=309&type=chunk)[310](index=310&type=chunk) - The company's holdings in HYPE and other digital assets will be less liquid than cash and may not be protected by FDIC or SIPC insurance, exposing the company to counterparty and insolvency risks with custodians[320](index=320&type=chunk)[314](index=314&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the quarter that were not previously disclosed in a Form 8-K - There were no unregistered sales of equity securities during the reporting period that have not been previously reported[330](index=330&type=chunk) [Item 3. Defaults Upon Senior Securities](index=63&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[331](index=331&type=chunk) [Item 5. Other Information](index=63&type=section&id=Item%205.%20Other%20Information) During the three months ended June 30, 2025, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading plan during the quarter[333](index=333&type=chunk) [Item 6. Exhibits](index=64&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, forms of various notes and warrants, an asset purchase agreement, consulting agreements, and officer certifications - The report includes numerous exhibits, such as forms of convertible notes and warrants issued in April and May 2025, the Asset Purchase Agreement for the Fermata acquisition, and CEO/CFO certifications[334](index=334&type=chunk)

[Second Quarter Highlights and Recent Developments](index=1&type=section&id=Second%20Quarter%20Highlights%20and%20Recent%20Developments) Nuvve is undergoing a strategic transition, focusing on Energy, AI, and Crypto, marked by the Fermata acquisition and new advisors, despite a significant Q2 revenue decline to **$0.3 million** and slightly increased cash operating losses [Management Discussion](index=1&type=section&id=Management%20Discussion) CEO Gregory Poilasne characterized Q2 as a transition quarter, emphasizing Nuvve's strategic repositioning at the intersection of Energy, AI, and Crypto, alongside successful Fermata integration and a new digital asset focus - The company is strategically repositioning itself at the intersection of **Energy, Artificial Intelligence, and Crypto**[3](index=3&type=chunk) - Q2 revenue softness was attributed to a transition to a new hardware supplier for charging stations and a shift to a dropship model, reducing the need to carry inventory[3](index=3&type=chunk) - Nuvve has successfully integrated the recent acquisition of Fermata and is enhancing its digital asset strategy by adding specialist consultants and a cryptocurrency strategist to its Board of Directors[3](index=3&type=chunk) [Key Developments Summary](index=1&type=section&id=Key%20Developments%20Summary) Nuvve raised **$6.9 million** in Q2 and an additional **$5.5 million** in July 2025, while Q2 2025 revenue dropped to **$0.3 million** from **$0.8 million** year-over-year, cash operating losses widened slightly, and a significant **$8.19 million** non-cash expense was recorded for warrants - Raised **$6.9 million** in gross proceeds during Q2 2025 and an additional **$5.5 million** in July 2025 through an underwritten public offering[4](index=4&type=chunk) Q2 2025 vs Q2 2024 Financial Snapshot | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $0.3M | $0.8M | -$0.5M | | Gross Profit | $0.2M | $0.2M | $0.0M | | Cash Operating Losses | $5.5M | $5.2M | +$0.3M | - Recorded a non-cash expense of **$8.19 million** for the fair value of **11,000,004 warrants** granted to consultants for cryptocurrency strategy services[4](index=4&type=chunk) - Cash and cash equivalents increased to **$1.8 million** as of June 30, 2025, from **$0.4 million** at December 31, 2024[4](index=4&type=chunk) [2025 Second Quarter Financial Review](index=2&type=section&id=2025%20Second%20Quarter%20Financial%20Review) Q2 2025 revenue fell **58.5%** year-over-year to **$0.33 million**, driven by declines across all segments, while gross margin significantly improved to **60.6%**, but operating expenses surged **209.7%** to **$13.9 million** due to a large non-cash warrant expense, widening the net loss to **$13.6 million** [Revenue](index=2&type=section&id=Revenue) Total revenue for Q2 2025 decreased by **58.5%** to **$0.33 million** compared to **$0.80 million** in Q2 2024, with declines across products, services, and grants Revenue Breakdown (Q2 2025 vs Q2 2024) | Revenue Source | Q2 2025 | Q2 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Products | $141,905 | $369,192 | -61.6% | | Services | $191,084 | $301,567 | -36.6% | | Grants | $0 | $131,421 | -100.0% | | **Total Revenue** | **$332,989** | **$802,180** | **-58.5%** | [Cost of Revenue and Gross Margin](index=2&type=section&id=Cost%20of%20Revenue%20and%20Gross%20Margin) Cost of products and services revenue decreased by **78.3%** to **$0.1 million**, while gross margin significantly improved to **60.6%** from **10.1%** due to a favorable sales mix shift towards higher-margin engineering services - Cost of products and services revenue decreased by **78.3%** to **$0.1 million**, corresponding with lower sales orders[6](index=6&type=chunk) - Products and services margin increased significantly to **60.6%** in Q2 2025 from **10.1%** in Q2 2024[6](index=6&type=chunk) - The margin improvement was driven by a sales mix shift towards higher-margin engineering services and away from lower-margin hardware sales[6](index=6&type=chunk) [Operating Expenses](index=2&type=section&id=Operating%20Expenses) Total operating expenses surged, with Selling, General, and Administrative (SG&A) expenses rising **209.7%** to **$13.9 million** primarily due to an **$8.1 million** non-cash warrant expense, while Research and Development (R&D) expenses decreased by **25.8%** to **$1.1 million** Operating Expenses (Q2 2025 vs Q2 2024) | Expense Category | Q2 2025 | Q2 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Selling, General & Administrative | $13.9M | $4.5M | +209.7% | | Research & Development | $1.1M | $1.5M | -25.8% | - The primary driver for the increase in SG&A was an **$8.1 million** non-cash expense for the fair value of warrants issued for cryptocurrency strategy consulting services[8](index=8&type=chunk) - Other significant SG&A increases included **$1.2 million** in bad debt expenses and **$0.5 million** in travel and marketing, partially offset by a **$0.6 million** decrease in compensation[8](index=8&type=chunk) [Other Income (Expense) and Net Loss](index=2&type=section&id=Other%20Income%20(Expense)%20and%20Net%20Loss) The company recorded a net other expense of **$1.23 million**, a shift from **$1.81 million** in income, leading to a dramatically widened net loss of **$13.6 million** for Q2 2025, a **243.6%** increase from the prior year Net Loss Summary (Q2 2025 vs Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Other Income (Expense), Net | ($1.23M) | $1.81M | | Net Loss | ($13.6M) | ($3.9M) | | Net Loss per Share | ($2.12) | ($6.70) | - The increase in net loss was primarily due to an **$8.6 million** increase in total operating expenses, a **$0.6 million** decrease in other income, and a **$0.5 million** decrease in revenue[11](index=11&type=chunk) [Net Income (Loss) Attributable to Non-Controlling Interest](index=2&type=section&id=Net%20Income%20(Loss)%20Attributable%20to%20Non-Controlling%20Interest) The net loss attributable to non-controlling interests remained flat year-over-year, reflecting Nuvve's **51%** ownership in consolidated entities Fermata Energy II LLC and Deep Impact - Nuvve owns **51%** of Fermata Energy II LLC and Deep Impact common units[13](index=13&type=chunk) - The company consolidates these entities and records a non-controlling interest for the share owned by other parties[13](index=13&type=chunk) [Key Operating Metrics](index=2&type=section&id=Key%20Operating%20Metrics) Megawatts under Management, a primary operating metric, declined to **25.6 MW** in Q2 2025 from **31.8 MW** in the prior quarter, primarily due to the decommissioning of end-of-life stationary batteries and strategic discontinuation of certain Japanese operations [Megawatts Under Management](index=2&type=section&id=Megawatts%20Under%20Management) Megawatts under management decreased by **19.5%** quarter-over-quarter and **5.5%** year-over-year to **25.6 MW**, primarily due to the decommissioning of stationary batteries in California and Japan Megawatts Under Management (MW) | Period | Total MW | Change (QoQ) | | :--- | :--- | :--- | | Q2 2025 | 25.6 | -19.5% | | Q1 2025 | 31.8 | N/A | - The quarterly decline was caused by the decommissioning of **2.5 MW** of stationary batteries in California (end of useful life) and **4.4 MW** in Japan (strategic decision)[15](index=15&type=chunk) - Excluding stationary batteries, megawatts under management from EV chargers increased by **0.7 MW** over the first quarter of 2025 to **25.4 MW**[15](index=15&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) The unaudited condensed consolidated financial statements provide a detailed view of Nuvve's financial position as of June 30, 2025, and its performance for the three and six months then ended, including the Balance Sheet, Statement of Operations, Statement of Comprehensive Loss, and Statement of Cash Flows [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Nuvve reported total assets of **$17.0 million** and total liabilities of **$19.8 million**, resulting in a total stockholders' deficit of **$2.8 million**, with cash and cash equivalents increasing to **$1.8 million** Selected Balance Sheet Data (Unaudited) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash | $1,767,406 | $371,497 | | Total Current Assets | $8,783,101 | $9,275,117 | | Total Assets | $16,993,377 | $16,797,812 | | Total Current Liabilities | $13,285,044 | $11,351,158 | | Total Liabilities | $19,821,616 | $18,087,459 | | Total Stockholders' Deficit | ($2,828,239) | ($1,289,647) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, Nuvve reported total revenues of **$0.33 million**, an operating loss of **$14.8 million**, and a net loss of **$13.6 million**, significantly wider than the prior year due to higher operating expenses and a large non-cash warrant expense Statement of Operations Summary (Three Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total Revenue | $332,989 | $802,180 | | Total Operating Expenses | $15,130,214 | $6,566,054 | | Operating Loss | ($14,797,225) | ($5,763,874) | | Net Loss | ($13,568,462) | ($3,949,015) | | Net Loss per Share | ($2.12) | ($6.70) | [Condensed Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) The comprehensive loss for Q2 2025 was **$13.6 million**, closely aligning with the net loss, with **$13.4 million** attributable to Nuvve's common stockholders after minor foreign currency translation adjustments Comprehensive Loss Summary (Three Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net Loss | ($13,568,462) | ($3,949,015) | | Total Comprehensive Loss | ($13,561,311) | ($3,957,108) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities was **$7.3 million**, offset by **$9.0 million** provided by financing activities, resulting in a net increase in cash and restricted cash to **$2.1 million** Cash Flow Summary (Six Months Ended June 30, 2025) | Activity | Net Cash Flow | | :--- | :--- | | Operating Activities | ($7,274,280) | | Investing Activities | ($394,373) | | Financing Activities | $9,009,815 | | **Net Increase in Cash** | **$1,395,909** | [Supplementary Information](index=4&type=section&id=Supplementary%20Information) This section provides logistical details for investors, including conference call information, a corporate overview, and mandatory legal disclaimers regarding forward-looking statements [Conference Call Details](index=4&type=section&id=Conference%20Call%20Details) The company will hold an investor conference call on August 14, 2025, at 5:00 PM Eastern Time to discuss Q2 financial results, with a live webcast and replay available on its investor relations website - A conference call to review financial results is scheduled for **5:00 PM Eastern Time** on **August 14, 2025**[17](index=17&type=chunk) - A live webcast and replay will be accessible via the 'Events' section of Nuvve's investor relations website[18](index=18&type=chunk) [About Nuvve Holding Corp.](index=4&type=section&id=About%20Nuvve%20Holding%20Corp.) Nuvve Holding Corp. is a leader in vehicle-to-grid (V2G) technology, founded in 2010, utilizing its intelligent energy platform to manage power between EV batteries and the electric grid, with deployments across five continents - Nuvve is a leader in **vehicle-to-grid (V2G) technology**, utilizing an intelligent energy platform to manage power between EV batteries and the grid[19](index=19&type=chunk) - The company's mission is to support the transition to clean energy by transforming EVs into mobile energy storage assets, making the grid more resilient[19](index=19&type=chunk) [Cautionary Statement Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Statement%20Regarding%20Forward-Looking%20Statements) This section contains a standard safe harbor statement, cautioning investors that the press release includes forward-looking statements subject to numerous risks and uncertainties, advising readers to consult SEC filings for comprehensive risk discussions - The press release contains forward-looking statements that are subject to numerous risks and uncertainties, which could cause actual results to differ materially[21](index=21&type=chunk) - Readers are advised not to place undue reliance on these statements and are directed to Nuvve's SEC filings for a comprehensive list of risks[21](index=21&type=chunk)

Core Insights - DeFi Technologies Inc. has launched a new DeFi Advisory business line to act as the asset manager for Nuvve Holding Corp.'s HYPE treasury strategy, marking a significant step in bridging traditional capital markets with decentralized finance [1][7][4] Company Overview - DeFi Technologies is a financial technology company focused on integrating traditional capital markets with decentralized finance, offering services such as asset management, trade execution, and strategic advisory [7][8] - Nuvve Holding Corp. is a leader in vehicle-to-grid technology, enhancing the electrification of transportation and enabling electric vehicles to act as mobile energy resources [6] Advisory Services - The DeFi Advisory division will provide institutional-grade digital asset treasury solutions, including secure custody, OTC transactions, and performance optimization for Nuvve's HYPE token [3][4] - Compensation for DeFi Advisory's services will be based on a percentage of assets under management (AUM), paid quarterly in equity or cash, depending on Nuvve's choice [3][7] Strategic Positioning - The establishment of DeFi Advisory is seen as a transformation of DeFi Technologies' business model, catering to the growing demand for credible and compliant advisory solutions in the digital asset space [4][5] - DeFi Technologies aims to capitalize on the increasing number of public companies exploring digital asset treasury strategies, leveraging its existing infrastructure in trading, custody, and research [4][5] Future Prospects - Additional mandates for the DeFi Advisory division are anticipated, indicating a growing interest in digital asset management among public companies [5]

Financial Data and Key Metrics Changes - Total revenues for Q1 2025 were $900,000, an increase from $800,000 in Q1 2024, primarily driven by increased charger hardware sales [12] - Margins on products, services, and grant revenues improved to 39.9% from 34.7% year-over-year, with product and service revenue margins at 32.6% compared to 26.8% in the previous year [12][13] - Net loss attributable to common stockholders decreased to $6,900,000 from $7,000,000 in the prior year, attributed to lower operating expenses [15] Business Line Data and Key Metrics Changes - The company received 28 orders for new charging stations in Q1 2025, compared to only one in Q1 2024, indicating significant growth in demand [3] - Hardware and service backlog increased to $19,700,000 from $18,300,000 at the end of 2024, reflecting contracts expected to convert into sales [20] Market Data and Key Metrics Changes - Megawatts under management increased by 3.6% from Q4 2024 to 31.8 megawatts, with a 19.5% increase compared to Q1 2024 [19] - The composition of megawatts includes 7.1 megawatts from stationary batteries and 24.7 megawatts from EV chargers, indicating a diversified energy management strategy [19] Company Strategy and Development Direction - The company is focusing on reducing cash burn and enhancing profitability while executing on its M&A strategy, including the acquisition of Fermata Energy [10][21] - Establishment of NuVi New Mexico aims to capitalize on a $400,000,000 CapEx opportunity for EV infrastructure deployment in collaboration with state partners [5] - A new entity, NuVi Japan, has been created to drive energy storage business in Japan, indicating a strategic expansion into international markets [6][7] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the transition to a drop ship model and the potential of the New Mexico contract, which is expected to yield significant future revenues [4][21] - The company is bullish on the Japanese market and believes the timing for its energy storage initiatives is favorable [7] Other Important Information - Operating costs, excluding cost of sales, were $6,000,000 for Q1 2025, a slight increase from $5,900,000 in the previous year, but overall efficiencies are being driven to lower future costs [14] - The company is also focusing on a new subsidiary for Digital Asset Management, targeting cryptocurrency investments [10][11] Q&A Session Summary - The Q&A session was not detailed in the provided content, and thus no specific questions or answers are available for summary.

Financial Data and Key Metrics Changes - Total revenues for Q1 2025 were $900,000, an increase from $800,000 in Q1 2024, primarily driven by increased charger hardware sales [11] - Margins on products, services, and grant revenues improved to 39.9% from 34.7% year-over-year, with product and service revenue margins rising to 32.6% from 26.8% [11][12] - Operating costs, excluding cost of sales, were $6,000,000 in February 2025, down from $7,500,000 in February 2024, indicating improved operational efficiency [13] - Net loss attributable to common stockholders decreased to $6,900,000 from $7,000,000 year-over-year, reflecting lower operating expenses [14] - Cash position improved to approximately $1,200,000 as of March 31, 2025, an increase of $800,000 from December 2024 [15] Business Line Data and Key Metrics Changes - The company received 28 orders for new charging stations in Q1 2025, compared to only one order in Q1 2024, indicating significant growth in demand [3] - The hardware and service backlog increased to $19,700,000 from $18,300,000 at the end of 2024, suggesting a positive outlook for future sales [18] Market Data and Key Metrics Changes - Megawatts under management increased by 3.6% from Q4 2024 to 31.8 megawatts, and by 19.5% compared to Q1 2024, with 7.1 megawatts from stationary batteries and 24.7 megawatts from EV chargers [17] Company Strategy and Development Direction - The company is focusing on reducing cash burn and enhancing profitability while executing on its M&A strategy, including the acquisition of Fermata Energy [10][20] - A new subsidiary, NuVi Japan, has been established to drive energy storage business in Japan, indicating a strategic expansion into international markets [6][7] - The company is also opening capital in New Mexico to local investors to align interests and support infrastructure projects [5] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the transition to a drop ship model and the potential of the New Mexico contract, which could represent over $400 million in capital deployment [4][5] - The management is confident in the timing of their entry into the Japanese market and the establishment of NuVi Japan [7] - Future growth is anticipated in megawatts under management as the company continues to commission its backlog of customer orders [17] Other Important Information - The company announced the acquisition of Fermata Energy assets, which is expected to enhance its software development capabilities and expand long-term opportunities [9] - A new Digital Asset Management Committee has been formed to oversee a diversified portfolio of cryptocurrency investments [10] Q&A Session Summary Question: What are the expectations for the transformation and opportunities ahead? - Management emphasized the ongoing transformation and the opportunities being pursued, looking forward to sharing more updates in the coming months [23]

Financial Performance - Total revenue for the three months ended March 31, 2025, was $934,304, an increase of 20% compared to $779,756 for the same period in 2024[199]. - Products revenue increased by 19% to $565,551, while services revenue rose by 22% to $267,304, and grants increased by 22% to $101,449[199]. - Operating loss decreased by 23% to $5,586,614 for the three months ended March 31, 2025, compared to $7,247,375 for the same period in 2024[199]. - Net loss for the three months ended March 31, 2025, was $6,878,601, a 2% increase from $6,728,737 in the same period in 2024[199]. Expenses - Research and development expenses decreased by 44% to $883,772 for the three months ended March 31, 2025, down from $1,589,577 in the prior year[205]. - Selling, general and administrative expenses decreased by 14% to $5,075,902 for the three months ended March 31, 2025, compared to $5,928,110 in 2024[203]. Cash Flow and Debt - The cash used in operations was $1.8 million for the three months ended March 31, 2025, compared to $15.7 million and $21.3 million for the years ended December 31, 2024, and 2023, respectively[212]. - Net cash used in operating activities decreased by $2.9 million to $1.8 million for the three months ended March 31, 2025, compared to $4.7 million for the same period in 2024[225]. - Net cash provided for financing activities was $2.6 million for the three months ended March 31, 2025, compared to $8.5 million for the same period in 2024[227]. - The total outstanding principal balance of debt as of March 31, 2025, was $4,967,360, down from $5,572,001 as of December 31, 2024[218]. - The company entered into Term Loans totaling $3.75 million with a weighted average interest rate of 2.96% and 2.16% for different maturities[216]. - Interest expense paid on the Term Loan for the three months ended March 31, 2025, was $363,042, with no interest expense for the same period in 2024[216]. Future Outlook - Estimated backlog as of March 31, 2025, was $19.7 million, expected to be recognized as revenue from 2025 through 2026[195]. - The company plans to allocate up to 30% of excess cash towards bitcoin purchases as part of its treasury management program[196]. - The company expects to implement its bitcoin and digital asset strategy in the latter half of 2025[197]. - The company plans to fund current operations through debt obligations, increased revenues, and raising additional capital, although future fundraising success is uncertain[213]. Legal Matters - The company has initiated legal action against Rhombus Energy Solutions, Inc. regarding warranty and commissioning obligations related to DC Chargers purchased[223]. Equity and Financial Position - The company had a total equity deficit of $3.2 million and a cash balance of $1.2 million as of March 31, 2025[212]. - As of March 31, 2025, the company incurred operating losses of approximately $5.6 million for the three months ended March 31, 2025, and $20.5 million and $32.1 million for the years ended December 31, 2024, and 2023, respectively[212].

Financial Performance - Total revenue increased by 19.8% to $0.9 million in Q1 2025 compared to Q1 2024[4] - Operating losses decreased by 22.9% to $5.6 million in Q1 2025 compared to Q1 2024[4] - Net loss increased by 2.2% to $6.9 million in Q1 2025 compared to $6.7 million in Q1 2024[11] - Total revenue for Q1 2025 was $934,304, an increase of 19.8% compared to $779,756 in Q1 2024[24] - Product revenue increased to $565,551, up 18.7% from $476,469 in the same period last year[24] - Service revenue rose to $267,304, reflecting a 21.5% increase from $219,871 in Q1 2024[24] - Operating loss for Q1 2025 was $5,586,614, an improvement from a loss of $7,247,375 in Q1 2024[24] - Net loss attributable to Nuvve Holding Corp. common stockholders was $6,873,003, compared to $6,950,908 in Q1 2024[24] Expenses Management - Operating expenses excluding cost of sales reduced by 20.7% to $6.0 million in Q1 2025 compared to Q1 2024[4] - Research and development expenses decreased by 44.4% to $0.9 million in Q1 2025 compared to Q1 2024[9] - Selling, general and administrative expenses decreased by 14.4% to $5.1 million in Q1 2025 compared to Q1 2024[7] Cash Flow and Assets - Cash and restricted cash at the end of Q1 2025 totaled $1,509,577, a decrease from $5,763,031 at the end of Q1 2024[28] - Total assets decreased to $16,477,411 from $16,797,812 at the end of 2024[22] - Total liabilities increased to $19,719,217, up from $18,087,459 at the end of 2024[22] - The company reported a net cash used in operating activities of $1,808,781, significantly improved from $4,724,580 in Q1 2024[28] Growth and Management Outlook - Increased megawatts under management by 3.6% to 31.8 megawatts as of March 31, 2025[4] - Raised approximately $5.3 million in gross proceeds through various financing activities in Q1 2025[4] - Products and services margin increased by 5.8% to 32.6% in Q1 2025 compared to 26.8% in Q1 2024[6] - Management expressed excitement about future business expansion through potential merger and acquisition activities[3] Shareholder Information - The weighted-average shares used in computing net loss per share increased to 1,772,214 from 411,443 in Q1 2024[24]

Market Opportunities and Growth - Nuvve's GIVe platform has generated approximately $2,800 per car per year in market revenue on average from V2G services in Denmark [23]. - The monthly electricity exchanges revenue per bid EV in Denmark peaked at $5,455 in 2022, with a forecast of $1,150 for 2024 [24]. - The global EV market is projected to reach 720 million vehicles by 2040, driving the need for extensive charging infrastructure [31]. - An estimated $150-200 billion in capital investments will be required to deploy over 13 million public chargers globally by 2030 [33]. - Nuvve anticipates tripling its charging station unit sales and doubling hardware revenues in 2025 compared to 2023 [52]. - The addressable energy and capacity markets for targeted grid services are estimated to range from $3 billion to $250 billion per year [47]. - Nuvve's strategy includes capturing opportunities in the North American school bus market, with approximately 600,000 buses needing replacement [52]. - Revenue generation is expected primarily from services provided via the GIVe software platform and sales of V2G-enabled charging stations, with potential recurring mobility fees from fleet customers [57]. - The company anticipates expanding revenues by selling EV charging equipment to various customers, including school bus operators and municipal locations [89]. Technology and Innovation - Nuvve's GIVe platform transforms EVs into reliable, dispatchable, and monetizable assets, addressing grid service demands [52]. - The company is investing in expanding the GIVe software platform and V2G service capabilities, focusing on research and development, marketing, and sales [58]. - The company is focused on developing V2G technology, which aims to balance energy demand for electric transportation and improve grid resiliency [104]. - The company must continue to innovate and develop new products to keep pace with rapid technological changes in the EV charging market, as delays could adversely affect market adoption [170]. - The company may need to upgrade or adapt its V2G technology and services due to changes in EV technologies, which could involve substantial costs [172]. Financial Performance and Challenges - The company has a history of net losses and expects losses to continue in the future, indicating challenges in achieving sustained profitability [125]. - The company incurred operating losses of approximately $20.5 million and $32.1 million for the years ended December 31, 2024 and 2023, respectively, with an accumulated deficit of approximately $165.6 million as of December 31, 2024 [126]. - The company expects to continue incurring significant costs, particularly in research and development and commercialization related to its GIVe platform, which may negatively impact short-term profitability [126]. - The company has not yet demonstrated a sustained ability to generate sufficient revenue from its technology and services, impacting its financial condition [125]. - The company may need to raise additional capital in the future, and there is uncertainty regarding the availability of funds on favorable terms [218]. Competition and Market Position - The company primarily competes with less advanced charge point operator platforms, such as ChargePoint and Blink [94]. - The company believes it is a "first-mover" in the V2G space, leveraging its patent portfolio and experience to capture significant market opportunities as fleet EVs increase [59][62]. - The company faces intense competition in the EV charging market, primarily competing with companies like ChargePoint and Blink, and anticipates increased competition as new entrants emerge [135]. - The company faces intense competition for qualified personnel, which could hinder its ability to execute its global business strategy [155]. Customer and Revenue Concentration - For the years ended December 31, 2024 and 2023, three customers accounted for 33.2% and 30.3% of total revenue, respectively [91]. - The company expects customer concentration to vary based on large orders, a trend anticipated to continue in the near term [92]. - A significant portion of revenue has historically been derived from government grant-funded projects to demonstrate V2G technology and services [90]. - Three customers accounted for 33.2% and 30.3% of total revenue for the years ended December 31, 2024 and 2023, respectively, indicating a reliance on a limited customer base [212]. Risks and Regulatory Environment - The company is subject to various risks, including competition in the EV charging market and the need for effective management of growth [113]. - The company may encounter significant costs and distractions from litigation related to intellectual property claims, impacting its financial condition [191]. - The company may face increased risks related to audits or examinations by taxing authorities due to its multinational operations [225]. - The company is highly dependent on key personnel, including the CEO and COO, and the loss of these individuals could adversely affect business operations [154]. - The company may need to borrow additional funds or equity securities to support operations if cash flow levels are not achieved, which may not be available on commercially reasonable terms [127]. Employee and Governance - The company offers a total rewards package to attract and retain highly skilled employees, including base salary, cash bonuses, and equity compensation [99]. - The company has implemented several safety programs to support the well-being of its employees, including an Employee Assistance Program [101]. - The company has a corporate governance structure that includes independent directors, ensuring compliance with Nasdaq's listing standards [103]. Environmental and Social Responsibility - The company is committed to environmental sustainability and aims to mitigate the negative impact of its operations [104]. - The company continues to advocate for policies that support electric mobility and reduce barriers to V2G-capable infrastructure deployment [60].

Revenue and Financial Performance - Total revenue for Q4 2024 was $1.79 million, flat compared to $1.64 million in Q4 2023[4] - Total revenue for Q4 2024 was $1,786,075, a 8.6% increase from $1,644,677 in Q4 2023[22] - The company reported a total comprehensive loss of $5,126,469 for Q4 2024, compared to a loss of $7,330,103 in Q4 2023, reflecting a 30.1% improvement[24] - Net loss decreased by $2.2 million to $5.1 million in Q4 2024, compared to a net loss of $7.3 million in Q4 2023[9] - Net loss for Q4 2024 was $5,098,817, compared to a net loss of $7,319,240 in Q4 2023, representing a 30.3% improvement[22] - The net loss for 2024 was $17,426,412, a significant improvement from the net loss of $31,296,787 in 2023, representing a reduction of approximately 44%[26] - Operating loss for the year 2024 was $20,460,431, down from $32,105,275 in 2023, indicating a 36.3% reduction[22] Expenses and Cost Management - Operating expenses, excluding cost of sales, decreased by $2.0 million to $5.9 million in Q4 2024, down from $7.9 million in Q4 2023[3] - Research and development expenses decreased by 61.3% to $0.8 million in Q4 2024, down from $2.0 million in Q4 2023[7] - Selling, general and administrative expenses decreased by 13.7% to $5.1 million in Q4 2024, compared to $5.9 million in Q4 2023[6] - Research and development expenses for Q4 2024 were $767,558, a decrease of 61.3% from $1,981,189 in Q4 2023[22] - The company reported a depreciation and amortization expense of $337,971 in 2024, down from $396,210 in 2023, a decrease of approximately 15%[26] Assets and Liabilities - Total assets decreased to $16,797,812 in 2024 from $20,950,506 in 2023, a decline of 19.7%[20] - Total liabilities increased to $18,087,459 in 2024 from $13,960,043 in 2023, an increase of 29.5%[20] - Cash and cash equivalents decreased significantly to $371,497 in 2024 from $1,534,660 in 2023, a drop of 75.8%[20] - Accounts receivable increased to $2,148,198 in 2024 from $1,724,899 in 2023, an increase of 24.6%[20] Cash Flow and Financing - Net cash used in operating activities decreased to $15,734,334 in 2024 from $21,254,328 in 2023, indicating a 26% improvement[26] - Cash and restricted cash at the end of 2024 was $691,497, down from $2,014,660 at the end of 2023, reflecting a decrease of 66%[26] - The company raised $8,502,086 from common stock offerings in 2024, compared to $884,586 in 2023, marking an increase of over 867%[26] - The net cash provided by financing activities in 2024 was $14,462,917, a substantial increase from $5,862,746 in 2023, reflecting enhanced financing efforts[26] Operational Metrics - Customer backlog exceeded $18 million at the start of 2025, supporting growth prospects[3] - Megawatts under management increased by 22.3% to 30.7 megawatts as of December 31, 2024[3] - Cost of product and service revenues increased by 28.8% to $1.5 million in Q4 2024, up from $1.2 million in Q4 2023[5] - Other income (expense) shifted from $0.13 million of income in Q4 2023 to $0.52 million of expense in Q4 2024[8] - Inventory increased by $1,297,551 in 2024, contrasting with a decrease of $5,445,390 in 2023, indicating a shift in inventory management strategy[26] - The change in fair value of warrants liability resulted in a gain of $3,263,697 in 2024, compared to a loss of $216,263 in 2023[26] - The effect of exchange rate on cash resulted in a loss of $6,351 in 2024, compared to a gain of $35,624 in 2023, indicating potential currency risk[26] Ownership and Acquisitions - Nuvve became the 100% owner of Levo after acquiring the remaining 49% membership interest in October 2024[12] Shareholder Information - The weighted-average shares used in computing net loss per share increased to 881,144 in Q4 2024 from 107,711 in Q4 2023[22]