Nuvve (US:NVVE)2025-08-14 20:39PART I—FINANCIAL INFORMATION Item 1. Interim Condensed Consolidated Financial Statements and Notes (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 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 $1.3 million at the end of 202412 Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (Q2) | Metric | Q2 2025 ($) | 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 $8.19 million non-cash charge for warrants issued for cryptocurrency strategy consulting services15212 Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | 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 offerings26 Notes to Financial Statements - 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 adjusted303132 - 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 year4445 - 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 goodwill214215 - 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 agreement202 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 - 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 grid221222 - 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 project231 Recent Developments - Digital Asset Strategy - 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 portfolio233234235 - As of June 30, 2025, the company had not yet implemented the digital asset strategy but anticipates doing so in the latter half of 2025236 Results of Operations 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 revenue239 - 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 project244 Liquidity and Capital Resources - 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, 2025256 - 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 2025257259 - 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 commitments266267 Item 3. Quantitative and Qualitative Disclosures About Market Risk 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 applicable280 Item 4. Controls and Procedures 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 quarter281 - 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 controls282 PART II—OTHER INFORMATION Item 1. Legal Proceedings 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 Solutions285 Item 1A. Risk Factors 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 Market288 - 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 keys291292306 - 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 operations309310 - 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 custodians320314 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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 reported330 Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities during the period - None331 Item 5. Other Information 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 quarter333 Item 6. Exhibits 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 certifications334