Since 2010, Nuvve haswe have been optimizing itsour 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). The result is a flexible, recurring revenue model where fleet customers can share in the value generated from their vehicles by Nuvve’sour GIVe software platform. Today, Nuvve continueswe continue to advance itsour 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.

NuvveWe currently viewsview the North American school bus segment to be one of itsour highest priorities world-wide. Nuvve anticipatesWe anticipate the electrification of school buses to experience significant growth in the next 2two to 5five years, as there are over 600,000 school buses on the road today in the US and Canada. Approximately 95% of them are diesel with an average age of over 11 years. Leading school bus OEMs are thereby ramping up their electric bus production capacity in response to an increasing interest from school districts and fleet operators across the US and Canada. The electric school bus segment thereby represents a key growth opportunity for Nuvveus to sell V2G capable charging stations and establish long-term recurring revenue streams from grid services.

Following announcements during 2020 with leading OEMs in the North American electric school bus segment,

Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G-enabled EV fleet deployments. Levo utilizes Nuvve’sour V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service for school buses, last-mile delivery, ride hailing and ride sharing, municipal services, and more to eliminate the primary barriers to EV fleet adoption including large upfront capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure.

NuvveWe also operatesoperate a small number of company-owned charging stations serving as demonstration projects funded by government grants. In previous years, a substantial portion of Nuvve’sour revenues have been derived from these grant funded projects, and Nuvve expectswe expect growth in company-owned stations and the related government grant funding to continue, Nuvve anticipatescontinue. We anticipate that such projects will constitute a declining percentage of itsour business as itsour commercial operations expand.

Nuvve expectsWe expect to generate revenue primarily from the provision of services to the grid via itsour GIVe software platform and sales of V2G-enabled charging stations. In the case of light duty fleet and heavy duty fleet customers, Nuvvewe also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In addition, Nuvvewe may generate non-recurring engineering services revenue derived from the integration of itsour 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, Nuvvewe may share the recurring grid services revenue with the customer. Presently, grid services revenue comprises a small portion ov Nuvve'sof our revenue, but Nuvve expectswe expect this portion to grow.

By employing a capital-light business model, Nuvve iswe are able to strategically allocate itsour capital into research and development, marketing and sales and public policy. Nuvve continuesWe continue to invest in expanding itsour GIVe software platform and V2G service

Nuvve expectsWe expect significant market opportunities for itsour V2G solutions as fleet EVs begin to arrive in more meaningful volume in coming years. Nuvve believesWe believe that itsour patent portfolio and significant experience in successfully deploying V2G technology and services presents a significant advantage.

Nuvve’sOur growth strategies for scaling itsour V2G technology and services are as follows:

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.

To operate Nuvve’sour systems, Nuvvewe or itsour customer obtains interconnection permission from the applicable local primary electric utility. Depending on local law requirements, permission is provided by the local utility directly to Nuvveus and/or itsour customers. In some cases, permissions are issued on the basis of a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over metering policies. However, in other cases, regulatory approvals from the local public utility commission or other regulatory body are required.

The National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers. NEMA provides a forum for the development of technical standards that are in the best interests of the industry and users, advocacy of industry policies on legislative and regulatory matters, and collection, analysis, and dissemination of industry data. All charging station products used or sold by Nuvveus comply with the NEMA standards that are applicable to such products.

Nuvve isWe are subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation, and disposal of solid and hazardous waste, and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed. For instance, Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, in the United States and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environmental and to seek to recover from the responsible classes of persons the costs they incur. NuvveWe may handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.

NuvveWe may also generate solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of products used or sold by Nuvveus are excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, Nuvvewe may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or Nuvve’sour ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect Nuvve’sour operating expenses.

Similar laws exist in other jurisdictions where Nuvve operates.we operate. Additionally, in the European Union (“EU”), Nuvve iswe are subject to the Waste Electrical and Electronic Equipment (“WEEE”) Directive. The WEEE Directive provides for the creation of collection scheme where consumers return WEEE to merchants, such as Nuvve.us. If Nuvve failswe fail to properly manage such WEEE, itwe may be subject to fines, sanctions, or other actions that may adversely affect Nuvve’sour financial operations.

Nuvve isWe are subject to the Occupational Safety and Health Act of 1970, as amended (“OSHA”). 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,

keeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to Nuvve’sour operations. Nuvve compliesWe comply with OSHA regulations.

The regulations mandated by the Corporate Average Fuel Economy (“CAFE”) standards set the average new vehicle fuel economy, as weighted by sales, that a manufacturer’s fleet must achieve. Although Nuvve iswe are not a car manufacturer and isare thus not directly subject to the CAFE standards, Nuvve believeswe believe such standards may have a material effect on itsour business. The Energy Independence and Security Act of 2007 raised the fuel economy standards of America’s cars, light trucks, and sport utility vehicles to a combined average of at least 35 miles per gallon (“mpg”) byin 2020 — a 10 mpg increase over 2007 levels — and required standards to be met at maximum feasible levels through 2030. Building on the success of the first phase of the National Program, the second phase of fuel economy and global warming pollution standards for light duty vehicles covers model years 2017 – 2025. These standards were finalized by the U.S. Environmental Protection Agency (“EPA”) and the National Highway Traffic Safety Administration (“NHTSA”) in August 2012. These standards would have required a reduction in average carbon dioxide emissions of new passenger cars and light trucks to 163 grams per mile (g/mi) in model year 2025. Manufacturers may choose to comply with these standards by manufacturing more EVs which would mean that more charging stations of the type Nuvve useswe use and sellssell will be needed.

However, in April 2020, EPA and NHTSA finalized the Safer Affordable Fuel-Efficient Vehicles Rule (the “SAFE Rule”), which reformulated the required reductions, establishing average carbon dioxide emissions of new passenger cars and light trucks of 240 g/mi in model year 2026. Several states and groups have announced intentions to sue the United States government over this reformulation, so the final CAFE standards cannot currently be predicted with any certainty. However, to the extent fuel-efficiency standards are decreased, this may result in less demand for EVs and, in turn, less demand for Nuvve’sour V2G technology and services.

Nuvve hasWe have invested a significant amount of time and expense into research and development of itsour GIVe software platform and V2G technology and services. Nuvve’sOur ability to maintain itsour leadership position depends in part on itsour ongoing research and development activities. Nuvve’sOur engineering team is responsible for the design, development, manufacturing and testing of itsour V2G technology and services. Nuvve focuses itsWe focus our efforts on developing itsour V2G technology and services to expand the capabilities of Nuvve’sour software platform and V2G services.

Nuvve reliesWe rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect itsour proprietary rights. Nuvve’sOur success depends in part upon itsour ability to obtain and maintain proprietary protection for Nuvve’sour products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing Nuvve’sour proprietary rights.

Nuvve ownsWe own these patents, including the four issued United States patents, which were acquired from the University of Delaware pursuant to an IP acquisition agreement, dated November 7, 2017. Under the agreement, Nuvvewe agreed to make certain milestone payments to the University of Delaware in the aggregate amount of up to $7,500,000 based on the achievement of certain substantial commercialization targets. The IP acquisition agreement terminates upon the later of the date all the milestone payments described above are made and the expiration date of the patents transferred to Nuvve.us. If the University of Delaware terminates the agreement upon a material breach by Nuvveus of certain limited provisions of the IP assignment agreement (which do not include the milestone payment provisions) that is not cured within 45 days after notice from the university, Nuvvewe will be required to assign the patents back to the university. The patents acquired from the University of Delaware, which cover the technology underlying Nuvve’sour GIVe platform, as well as itsour implementation inside the charging stations and the EVs, are a key part of Nuvve’sour patent portfolio and are critical to the operation of itsour business and itsour competitive position.

The following is an abstract of each of the four issued United States Patents:

Nuvve intendsWe intend to continue to regularly assess opportunities for seeking patent protection for those aspects of itsour technology, designs and methodologies that Nuvve believeswe believe provide a meaningful competitive advantage. However, because patent filings can be time-consuming and expensive, Nuvve’sour ability to do so may be limited until such time as it iswe are able to generate cash flow from operations or otherwise raise sufficient capital to continue to invest in Nuvve’sour intellectual property. For example, maintaining patents in the United States and other countries requires the payment of maintenance fees which, if Nuvve iswe are unable to pay, may result in loss of itsour patent rights. If Nuvve iswe are unable to do so, itsour ability to protect itsour intellectual property or prevent others from infringing itsour proprietary rights may be impaired.

NuvveWe currently maintainshave an in-house field sales force that maintainsmaintain business relationships with customers and develops new sales opportunities through lead generation and marketing. NuvveWe can also sell EV charging hardware and V2G software services through reseller partners, which then sell these products and services to their customers.

Nuvve anticipatesWe 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, Nuvve anticipateswe anticipate expanding sales channels to wholesale distributors, utilities, and automotive OEMs.

Nuvve hasWe have not experienced any direct disruptions in itsour supply chain as a result of the COVID-19 pandemic. However, certain of itsour charging station manufacturing partners experienced longer lead times in the acquisition of critical components, leading to delays in completing certain integration projects.

Nuvve providesWe provide a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid. While Nuvve believes itswe believe our GIVe platform is the most advanced V2G platform on the market as Management believesand that it is the only one qualified by multiple grid system operators around the world to provide grid services, it operateswe operate within the highly competitive EV charging equipment and service market. NuvveWe primarily competescompete with less advanced charge point operator EV charge management platforms providing fleet charging services without bi-directional capabilities, such as ChargePoint, Mobility House, EnelX, Shell-NewMotion, Blink and Ovo Energy. There are also additional entrants into the connected EV charging station equipment market, such as General Electric, SemaCharge, EVConnect, Fermata, and Greenlots. Nuvve expectsWe expect this market to become increasingly competitive as new entrants enter the growing market. Nuvve’sOur products and services compete on the basis of product capability (such as V2G capability), performance and features, total cost of ownership, sales capabilities, financial stability, brand recognition, product reliability and size of installed base.

Nuvve’sOur V2G platform and the revenue it generates allows Nuvveus to provide itsour customers with a lower total cost of EV ownership through benefits such as reduced charger costs, low or free energy costs to drive, fleet management tools, and yearly maintenance. NuvveWe believe itsour competitors have historically struggled with gaining the technology and know-how necessary to

not include V2G and Nuvve doeswe do not believe Tesla vehicles are capable of bi-directional power flow. There are many other large and small EV charger companies that offer non-networked or “basic” chargers that have limited customer leverage, but could provide a low-cost solution for basic charger needs in commercial and home locations. Because itsour competitors’ platforms are less advanced in providing V2G services, Nuvve believes it faceswe believe we face limited direct competition.

Nuvve believes it hasWe believe that we have competitive advantages over itsour competitors, such as itsour intellectual property portfolio (Nuvve owns(we own key patents for V2G); qualification by transmission system operators (Nuvve is(we are already qualified by multiple operators, making it easier for itus to expand into other areas); experience (over a decade of experience of market participation and stakeholder interaction); and data ownership (Nuvve has(we have accumulated vast amounts of data, which is the key for rapid and future developments). However, many of our existing and potential competitors have substantially greater financial, marketing, sales, distribution, manufacturing and technological resources than Nuvve does.we do. We may be unable to compete effectively against our competitors, either because they have greater resources or name recognition than we do, because their products and services are superior or more cost efficient than ours, or because they make technical advances to which we are unable to respond.

We were formed on November 10, 2020 under the name “NB Merger Corp.” as a wholly-owned subsidiary of Newborn Acquisition Corp. (“Newborn”) for the purpose of effecting a business combination (the “Business Combination”) with Newborn and Nuvve Corporation (“Nuvve Corp.”). On March 19, 2021, we consummated the Business Combination in accordance with the terms of that certain Merger Agreement, dated as of November 11, 2020 and amended as of February 20, 2021, between us, Newborn, Nuvve Corp., Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of ours (“Merger Sub”), and Ted Smith, an individual, as the representative of the stockholders of Nuvve Corp. (the “Merger Agreement”). Prior to the Business Combination, Newborn was a publicly traded special purpose acquisition corporation, we were a wholly owned subsidiary of Newborn, and Nuvve Corp. was a private operating company. On the closing date of the Business Combination, pursuant to the Merger Agreement, (i) Newborn reincorporated to Delaware through the merger of Newborn with and into our company, with our company surviving as the publicly traded entity (the “Reincorporation Merger”), and (ii) immediately after the Reincorporation Merger, we acquired Nuvve through the merger of Merger Sub with and into Nuvve Corp., with Nuvve Corp. surviving as the wholly-owned subsidiary of ours (the “Acquisition Merger”). As a result, we became a publicly traded holding company with Nuvve Corp. as our operating subsidiary. In connection with the closing of the Business Combination, we changed our name to “Nuvve Holding Corp.”

Nuvve Corp. was incorporated in Delaware on October 15, 2010 under the name “Nuvve Corporation.” Nuvve was formed for the purpose of providing, directly and through business ventures with its partners, its V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid and provide other grid services. 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.

As a relatively new business, Nuvve haswe have not yet demonstrated a sustained ability to generate sufficient revenue from the sales of itsour technology and services or conduct sales and marketing activities necessary for successful commercialization of itsour GIVe platform. Consequently, any assessment you make about Nuvve’sour current business or future success or viability may not be as accurate as they could be if Nuvvewe had a longer operating history and had been able to reduce some of the uncertainties set forth elsewhere in this annual report. Further, Nuvve’sour limited financial track record, without sufficient revenue yet from Nuvve’sour expected future principal business, may be of limited reference value for your assessment of Nuvve’sour business. For example,

Nuvve hasWe have not yet achieved profitability and hashave experienced substantial net losses, and it expectswe expect to continue to incur substantial losses for the foreseeable future. NuvveWe incurred netoperating losses of approximately $27.2$36.9 million and $4.9$27.2 million for the years ended December 31, 20212022 and 2020,2021, respectively. As of December 31, 2021, Nuvve2022, we had an accumulated deficit of approximately $47.4$117.0 million. Further, Nuvve expectswe expect to incur significant costs in the future, in particular research and development and commercialization costs related to itsour GIVe platform. As Nuvve operateswe operate in the highly competitive EV charging equipment and service market based in part on the quality of technology, Nuvve iswe are under pressure to incur research and development and other expenses with a potential negative impact on Nuvve’sour short-term profitability. Historically, Nuvve haswe have been able to raise funds primarily through issuances of equity and convertible notes to support itsour business operations, although there can be no assurance Nuvvewe will be successful in raising funds in the future, on satisfactory terms or at all.

If Nuvve’sour revenue grows slower than it anticipates, or if Nuvve’sour operating expenses are higher than it expects, Nuvvewe expect, we may not be able to achieve profitability and itsour financial condition could suffer. NuvveWe can give no assurance that itwe will ever achieve profitable operations. Nuvve’sOur technology products and services may fail to realize their sales potential as expected due to competition, insufficient market demand, product defects, or any other reason. Therefore, even after Nuvve startswe start to generate revenue from the sales of itsour technology products and services in the future, Nuvvewe may still not be profitable for an extended period of time or may not become profitable as expected, or at all. Even if Nuvve achieveswe achieve profitability in the future, itwe may not be able to sustain profitability in subsequent periods. Whether Nuvvewe can achieve cash flow levels sufficient to support itsour operations cannot be accurately predicted. Unless such cash flow levels are achieved, Nuvvewe may need to borrow additional funds or sell itsour debt or equity securities, or some combination of both, to provide funding for itsour operations. Such additional funding may not be available on commercially reasonable terms, or at all.

The growth and expansion of Nuvve’sour business will place a significant strain on management, operations, financial infrastructure and corporate culture. Nuvve expects itsWe expect our future expansion to include research and development efforts and broader deployment of itsour platform; hiring and training new personnel; establishing or expanding design, production, sales and service facilities; expanding into additional international markets; and implementing and enhancing administrative infrastructure, systems and processes.

We may need to expend significant time and expense on research and development and on training any newly hired employees. Research and development is inherently uncertain, and Nuvve’sour efforts may not lead to commercially viable products and services in the short-term or at all. Accordingly, Nuvvewe may receive no return on itsour research and development investment. Competition for individuals with experience in relevant technology areas is intense, and Nuvvewe may not be able to attract, integrate, train, motivate or retain additional highly qualified personnel. In addition, Nuvve’sour information technology systems and itsour internal control over financial reporting and procedures may not be adequate to support itsour future operations. To manage growth in operations and personnel, Nuvvewe will need to continue to improve itsour operational, financial and management controls and reporting systems and procedures.

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 itsour business performance and operating results.

If Nuvve experienceswe experience a significant increase in demand for itsour charging stations and services, or if it needswe need to replace an existing supplier, it may not be possible to supplement or replace them on acceptable terms, which may undermine itsour ability to deliver products to customers in a timely manner. For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to build charging stations in sufficient volume. Identifying suitable suppliers and manufacturers could be an extensive process that requires Nuvverequire us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant suppliers or manufacturers, or an interruption in their production, could have an adverse effect on Nuvve’sour business, financial condition and operating results.

Moreover, the bi-directional EV charging station market as a whole is relatively new and charging station manufacturers are even more limited and requirements are evolving. Though Nuvve works with multiple vendors, we rely on a limited number of vendors for design, testing and manufacturing of EV charging equipment which often are dependent on sole source or limited-source suppliers with respect to components or key materials. For instance, Nuvve has a single primary supplier of bidirectional DC Chargers. Any of these suppliers could stop producing their products, raise the prices they charge us, be subject to higher product tariffs, epidemics or other conditions that disrupt their operations, cease operations or enter into exclusive arrangements with our competitors, consequently affecting our operations and results.

The EV charging market as a whole is relatively new and competition is still developing. NuvveOur primarily competescompete with less advanced charge point operator EV charge management platforms providing fleet charging services without bi-directional capabilities, such as ChargePoint, Mobility House, EnelX, Shell-NewMotion, Blink and Ovo Energy. There are also additional entrants into the connected EV charging station equipment market, such as General Electric, SemaCharge, EVConnect, Fermata and Greenlots. Nuvve expectsWe expect this market to become increasingly competitive as new entrants enter the growing market. Nuvve’s Our

products and services compete on the basis of product capability (such as V2G capability), performance and features, total cost of ownership, sales capabilities, financial stability, brand recognition, product reliability and size of installed base.

Nuvve’sOur V2G platform, and the revenue it generates, allows Nuvveus to provide itsour customers with a lower total cost of electric vehicle ownership through benefits such as reduced charger costs, low or free energy costs to drive, fleet management tools, and yearly maintenance. Because itsour competitors’ platforms are less advanced in providing V2G services, Nuvve believes itwe believe we faces limited direct competition. However, Nuvve’sour competitors are developing sales relationships with the same fleet managers, and especially new electric fleet managers, as Nuvve.us. Despite Nuvve’sour belief in itsour 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 Nuvve’sour competitors even in cases where Nuvve’sour offering is superior.

In addition, large early stage markets, such as Europe, require early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes. While Nuvve haswe have established a business venture with Électricité de France (“EDF”),EDF, the business venture will require investment of time and funds in order to support the growth within the European countries it iswe are targeting. The business venture may not be successful in penetrating this market, as a result of a failure by Nuvve’sour partner to prioritize the project or as a result of competition by other competitors in the European market. In such event, Nuvvewe may not receive a return of itsour investment, which could have an adverse effect on itsour financial condition.

Further, Nuvve’sour current or potential competitors may have, or msymay be acquired by third parties who have, greater available resources than Nuvve does.us. As a result, competitors may be able to respond more quickly and effectively than Nuvveus to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put Nuvveus at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of Nuvve’sour current or future target markets, which could create price pressure. In light of these factors, even if Nuvveour offerings are more effective and higher quality than those of itsour competitors, current or potential customers may accept competitive solutions. If Nuvve failswe fail to adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, itsour growth will be limited which would adversely affect itsour business and results of operations.

Nuvve’sOur future revenue growth will depend in significant part on itsour ability to increase sales of itsour products and services, especially to fleet operators. The electrification of fleets is an emerging market, and fleet operators may not adopt EVs on a widespread basis and on the timelines Nuvve anticipates.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. The sales cycle could also be longer for sales to fleet operators, as they are often larger organizations, with more formal procurement processes than smaller commercial site hosts for example. Fleet operators may also require significant additional services and support, and if Nuvve iswe are unable to provide such services and support, it may adversely affect itsour ability to attract additional fleet operators as customers. Any failure to attract and retain fleet operators as customers in the future would adversely affect Nuvve’sour future business and results of operations.

Some of the grid services provided by Nuvveus through itsour GIVe platform involve Nuvveour bidding in the energy markets. These markets might exhibit significant pricing volatility depending on the type and number of participating resources. The market volatility could impact Nuvve’sour ability to generate targeted revenue. New competitors in these markets could also create significant transformation of the market short and long term.

If Nuvve iswe are unable to provide planned services to the energy markets or generate the anticipated revenue from the provision of itsout services, it would have a material adverse effect on Nuvve’sour financial condition and results of operations.

While Nuvve iswe are able to access the grid services market in multiple locations, it is essential that Nuvve expandswe expand the number of services it iswe are able to perform and the locations in which itwe performs them. The ability to interconnect and provide these services to the grid is very often regulated and requires approvals from the local utilities and in some instances, the local public utility commissions or similar regulatory bodies. Working with utilities and local regulators might create delays in the ability to roll out these services, which could delay or prevent Nuvveus from recouping itsour investment in these services.

In addition, interconnection rules establish the circumstances in which Nuvve’sour GIVe platform will be connected to the electricity grid. Interconnection limits or circuit-level caps imposed by regulators may curb our growth in key markets. Utilities throughout the country have different rules and regulations regarding interconnection and some utilities cap or limit the amount of energy from various sources that can be interconnected to the grid.

may require more expensive equipment and more oversight of the physical connection to the electrical grid over time. 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.

Nuvve operatesWe operate in the United States, Europe and Japan and maintainsmaintain contractual relationships with parts and manufacturing suppliers in around the world. Nuvve continuesWe continue to invest in expanding itsour presence in Europe directly and through Dreev S.A.S. (“Dreev”), a business venture with EDF. Managing this expansion requires additional resources and controls, and itsour international operations subject Nuvveus to additional risks, including:

As a result of these risks, Nuvve’sour current expansion efforts and any potential future international expansion efforts may not be successful. Furthermore, as part of the formation of Dreev, the business venture with EDF, Nuvvewe agreed to assign to Dreev itsour rights to certain key patents and copyrights in France, the United Kingdom, Belgium, Italy and Germany. NuvveWe presently holds a 13% interest in Dreev. The parties have certain put and call option rights under the agreements for the business venture, including a call option for each party upon a change in control of the other party. Nuvve believesWe believe the business venture will accelerate itsour access to these European markets, and that EDF’s participation provides technology validation, brand recognition and financial resources. However, if EDF exercises its rights to acquire Nuvve’sour interest in Dreev, it may make it difficult for Nuvveus to penetrate these European markets on itsour own. While Nuvve anticipateswe anticipate that itwe will maintain or increase itsour stake in the business venture, there can be no assurance that itwe will be able to do so.

Nuvve’sOur success depends, in part, on itsour ability to retain its key personnel. Nuvve isWe are highly dependent on Gregory Poilasne, its chairman andour chief executive officer, and Ted Smith, itsour president and chief operating officer, and the other principal members of itsour management and engineering teams. Although Nuvve haswe have formal employment agreements with select executive officers, these agreements do not prevent Nuvve’sour executives from terminating their employment with Nuvveus at any time. Nuvve doesWe do not maintain “key person” insurance for any of itsour executives or other employees. The unexpected loss of or failure to retain one or more of itsour key employees could adversely affect itsour business. Nuvve’sOur success also depends, in part, on itsour continuing ability to identify, hire, attract, train and develop other highly qualified technical, sales and other personnel.

Competition for these employees can be intense, and Nuvve’sour ability to hire, attract and retain them depends on itsour ability to provide competitive compensation. NuvveWe may not be able to attract, assimilate, develop or retain qualified personnel in the future, and itsour failure to do so could adversely affect itsour business, including the execution of itsour global business strategy. In addition, Nuvve relieswe rely on consultants and advisors, including engineering advisors, to assist itus in achieving itsour research and development, operations, and commercialization objectives. Any loss of the services of such employees or consultants, or failure by them to perform as expected, may have a material adverse effect on itsour business, prospects, financial condition and results of operations.

Nuvve’sOur executive officers have limited experience in the management of a publicly traded company. ItsOur management team may not successfully or effectively manage itsour transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of itsour business. NuvveWe may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for Nuvveus to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that Nuvvewe will be required to expand itsour employee base and hire additional employees to support itsour operations as a public company which will increase itsour operating costs in future periods.

NuvveWe may acquire additional assets, products, technologies or businesses that are complementary to itsour existing business. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into Nuvve’sour own business would require attention from management and could result in a diversion of resources from itsour existing business, which in turn could have an adverse effect on itsour operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, the

occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

Significant developments in alternative technologies, such as advanced diesel, ethanol, or compressed natural gas or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect demand for EVs and EV charging stations and otherwise and materially adversely affect Nuvve’sour business and prospects in ways Nuvve doeswe do not currently anticipate. Other fuels or sources of energy may emerge as customers’ preferred alternative to Nuvve’sour 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. In addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of consumers and others such as regulatory bodies. Any failure by Nuvveus to develop new or enhanced V2G technologies and services to react to changes in existing technologies and standards could materially delay the introduction and adoption of V2G technology and services, which could result in the loss of competitiveness of Nuvve’sour V2G platform, decreased revenue and a loss of market share to competitors. As technologies change, Nuvve planswe plan to integrate, upgrade or adapt itsour V2G technology and services, and to introduce new services in order to continue increasing the value Nuvvewe provide to customers.

EV manufacturers may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such increase or supply interruption could materially negatively impact their businesses as well as Nuvve’sour business prospects, financial condition and operating results. EV manufacturers use various raw materials including aluminum, steel, carbon fiber, non-ferrous metals (such as copper), and cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand and could adversely affect their businesses and Nuvve’sour business prospects and operating results. As such, Nuvve iswe are exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include:

Any disruption in the supply of battery cells could temporarily disrupt production of all EVs. Moreover, battery cell manufacturers may refuse to supply to EV manufacturers if they determine that the vehicles are not sufficiently safe. Substantial increases in the prices for raw materials would increase EV manufacturer’s operating costs and could reduce their margins if the increased costs cannot be recouped through increased electric vehicle prices. This would likely result in the production of less electric vehicles by manufacturers.

As regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance of EVs and other alternative vehicles has been increasing. If fuel efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for electric and high energy vehicles could diminish. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others,

Nuvve’sOur future growth is highly dependent upon the adoption of EVs by businesses, governments, municipalities, school districts and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, Nuvve’sour business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and Nuvve’sour products and services in particular.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect Nuvve’sour business, financial condition and operating results.

The U.S. federal government, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.

We also derivesderive other revenue from regulatory credits. If government support of these credits declines, Nuvve’sour ability to generate this other revenue in the future would be adversely affected. The availability of such credits may decline even with general governmental support of the transition to EV infrastructure. For example, in September 2020, California Governor Gavin Newsom issued Executive Order N-79-20 (the “EO”), announcing a target for all in-state sales of new passenger cars and trucks to be zero-emission by 2035. While the EO calls for the support of EV infrastructure, the form of this support is unclear. If California or other jurisdictions choose to adopt regulatory mandates instead of establishing or continuing green energy credit regimes for EV infrastructure, Nuvve’sour revenue from these credits would be adversely impacted.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology, standards and/or Nuvve’sour products. Nuvve’sOur future success will depend upon itsour ability to develop and introduce a variety of new capabilities and innovations to itsour existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the EV charging market. 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.

As EV technologies and standards change, Nuvvewe may need to upgrade or adapt itsour 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. Even if Nuvve iswe are able to keep pace with changes in technology and develop new products and services, itsour research and development expenses could increase, itsour gross margins could be adversely affected in some periods and itsour prior products could become obsolete more quickly than expected.

NuvveWe cannot guarantee that any new products or V2G services will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products or V2G services that meet customer requirements could damage Nuvve’sour relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase itsour competitors’ products or services.

If Nuvve iswe are unable to devote adequate resources to develop new products and V2G services or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, itsour products and V2G services could lose market share, itsour revenue will decline, itwe may experience higher operating losses and itsour business and prospects will be adversely affected.

This prospectus statementannual report on Form 10-K includes estimates of the addressable market for Nuvve’sour solutions and the EV market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the current COVID-19 pandemic. The estimates and forecasts in this prospectusannual report on Form 10-K relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasted in this report on Form 10-K, Nuvve’sour business could fail to grow at similar rates.

Failure to adequately protect Nuvve’sour intellectual property rights could result in itsour competitors offering similar products, potentially resulting in the loss of some of itsour competitive advantage, and a decrease in itsour revenue which would adversely affect itsour business, prospects, financial condition and operating results. Nuvve’sOur success depends, at least in part, on itsour ability to protect itsour core V2G technology and intellectual property. To accomplish this, Nuvve relieswe 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 Nuvve’sour rights in itsour technology.

The protection of Nuvve’sour intellectual property rights will be important to itsour future business opportunities. However, the measures Nuvve takeswe take to protect itsour intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

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 Nuvve’sour intellectual property in foreign jurisdictions may be difficult. Therefore, itsour intellectual property rights may not be as strong or as easily enforced outside of the United States.

NuvveWe cannot be certain that it iswe are the first inventor of the subject matter for which it haswe have filed a particular patent application, or if it iswe are the first party to file such a patent application. If another party has filed a patent application for the same subject matter as Nuvve has, Nuvvewe have, we may not be entitled to the protection sought by the patent application. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, Nuvvewe cannot be certain that any patent applications that it fileswe file will issue, or that itsour issued patents will afford protection against competitors with similar technology. In addition, itsour competitors

may design around itsour issued patents, which may adversely affect Nuvve’sour business, prospects, financial condition or operating results.

From time to time, the holders of intellectual property rights may assert their rights and urge Nuvveus to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that Nuvvewe will be able to mitigate the risk of potential suits or other legal demands by competitors or other third parties. Accordingly, Nuvvewe may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase Nuvve’sour operating expenses. In addition, if Nuvve iswe are determined to have or believesbelieve there is a high likelihood that it haswe have infringed upon or misappropriated a third party’s intellectual property rights, itwe may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers,we offer, to pay substantial damages and/or royalties, to redesign itsour products and services, and/or to establish and maintain alternative branding. In addition, to the extent that Nuvve’sour customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to Nuvve’sour products and services, Nuvvewe may be required to indemnify such customers and business partners. If Nuvvewe were required to take one or more such actions, its

NuvveWe may be subject to claims that charging stations have malfunctioned and persons were injured or purported to be injured. Any insurance that Nuvve carrieswe carry may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. In addition, Nuvve’sour customers could be subjected to claims as a result of such incidents and may bring legal claims against Nuvveus to attempt to hold Nuvveus liable. Any of these events could adversely affect Nuvve’sour brand, relationships with customers, operating results or financial condition.

Furthermore, Nuvve’sour software platform is complex, developed for over two decades by many developers, and includes a number of licensed third-party commercial and open-source software libraries. Nuvve’sOur software has contained defects and errors and may in the future contain undetected defects or errors. Nuvve isWe are continuing to evolve the features and functionality of itsour platform through updates and enhancements, and as Nuvve doeswe do so, it may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if Nuvve’sour products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

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 Nuvve’sour business and results of itsour operations:

Although Nuvvewe has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of itsour agreements with customers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect from claims by customers, reseller, business partners or other third

NuvveWe currently servesserve customers from third-party data center facilities operated by Amazon Web Services (“AWS”) located in the United States, Europe, and Japan. Nuvve’sOur primary environment is AWS Cloudwatch, although it uses other systems as well. Any outage or failure of such data centers or other interruptions of AWS’ services could negatively affect Nuvve’sour product connectivity and performance. Furthermore, Nuvve dependswe depend on connectivity from itsour charging stations to itsour data centers through wired, local area networks and cellular service providers. Any incident affecting a data center facility’s or network provider’s infrastructure or operations, whether caused by fire, flood, severe storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of Nuvve’sour services.

Any damage to, or failure of, Nuvve’sour systems, or those of itsour third-party providers, could interrupt or hinder the use or functionality of itsour services. Impairment of or interruptions in Nuvve’sour services may reduce revenue, subject it to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and itsour ability to attract new customers. Nuvve’sOur business will also be harmed if customers and potential customers believe itsour products and services are unreliable.

Nuvve’sOur future growth dependsdepend on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. Nuvve plansWe plan to incur significant research and development costs in the future as part of itsour efforts to design, develop, manufacture, and introduce new products and enhance existing products. In addition, Nuvve investswe invest in research and development that may not lead to commercially viable products and services in the short-term, but which it believes iswe believe are critical to the long-term future of itsour business. Nuvve’sOur research and

development expenses were $6.5$8.0 million and $2.9$6.5 million during the years ended December 31, 20212022 and 2020,2021, respectively, and such expenses are likely to grow in the future. Further, Nuvve’sour research and development program may not produce successful results, and itsour new products may not achieve market acceptance, create additional revenue, or become profitable.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in Nuvve’sour services and operations and loss, misuse, or theft of data. Computer malware, viruses, ransomware, hacking and phishing attacks against online networks have become more prevalent and may occur on Nuvve’sour systems in the future. In addition, outside parties may attempt to penetrate Nuvve’sour systems or those of Nuvve’sour vendors or fraudulently induce Nuvve’sour personnel or the personnel of Nuvve’sour vendors to disclose sensitive information in order to gain access to Nuvve’sour data and/or systems. Any attempts by cyber attackers to disrupt Nuvve’sour services or systems, if successful, could harm itsour business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage Nuvve’sour reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and Nuvvewe may not be able to cause the implementation or enforcement of such preventions with respect to itsour third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm Nuvve’sour reputation, brand and ability to attract customers.

NuvveWe 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 Nuvve’sour services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for itsour solutions from target customers.

Nuvve hasWe have processes and procedures in place designed to enable itus to quickly recover from a disaster or catastrophe and continue business operations and has tested this capability under controlled circumstances. However, there are several factors

In the ordinary course of itsour business, Nuvve collectswe collect and stores sensitive data, including, among other things, personally identifiable information about Nuvve’sour employees, intellectual property, and proprietary business information. NuvveWe could be subject to risks caused by misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of information maintained in itsour information systems and networks and those of Nuvve’sour vendors, including personal information of Nuvve’sour employees and clients, and company and vendor confidential data. If a material breach of Nuvve’sour information technology systems or those of Nuvve’sour vendors occurs, the market perception of the effectiveness of Nuvve’sour security measures could be harmed and Nuvve’sour reputation and credibility could be damaged. NuvveWe could be required to expend significant amounts of money and other resources to strengthen or replace information systems or networks. In addition, Nuvvewe could be subject to regulatory actions and/or claims made by individuals and/or groups in private litigations involving privacy issues related to data collection and use practices and other data privacy laws and regulations, including claims for misuse or inappropriate disclosure of data, as well as unfair or deceptive practices. The development and maintenance of these systems, controls and processes is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated. Moreover, despite Nuvve’sour efforts, the possibility of these events occurring cannot be eliminated entirely.

NuvveOur business depends on customers continuing their services contract with Nuvveus for V2G charging services and warranty coverages. Therefore, it is important that customers renew their contracts when the contract term expires and add additional charging stations and services. Customers may decide not to renew their contracts with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations or level of functionality. 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.

If customers do not renew their contracts, if they renew on less favorable terms, or if they fail to add products or services, Nuvve’sour business and operating results will be adversely affected.

Once a customer has installed Nuvve’sour's or a Nuvve partner’s charging stations and subscribed to Nuvve’sour services, station owners and drivers will rely on Nuvveus and itsour partners to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer support is important. The importance of high-quality customer support will increase as Nuvve seekswe seek to expand Nuvve’sour business and pursue new customers and geographies. If Nuvve doeswe do not quickly resolve issues and provide effective support, itsour ability to retain customers or sell additional products and services to existing customers could suffer and itsour brand and reputation could be harmed.

Nuvve’sOur ability to grow itsour customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on itsour ability to effectively expand itsour sales and marketing operations and

Nuvve plansWe plan to continue to expand itsour direct sales force both domestically and internationally but it may not be able to recruit and hire a sufficient number of sales personnel, which may adversely affect itsour ability to expand itsour sales capabilities. New hires require significant training and time before they achieve full productivity, particularly in new sales territories. Recent hires and planned hires may not become as productive as quickly as anticipated, and Nuvvewe may be unable to hire or retain sufficient numbers of qualified individuals. Furthermore, hiring sales personnel in new countries can be costly, complex, and time-consuming, and requires additional set up and upfront costs that may be disproportionate to the initial revenue expected from those countries. There is significant competition for direct sales personnel with the strong sales skills and technical knowledge. Nuvve’sOur ability to achieve significant revenue growth in the future will depend, in large part, on itsour success in recruiting, training, incentivizing and retaining a sufficient number of qualified direct sales personnel and on such personnel attaining desired productivity levels within a reasonable amount of time. Nuvve’sOur business will be harmed if continuing investment in itsour sales and marketing capabilities does not generate a significant increase in revenue.

Nuvve reliesWe rely on data collected through charging stations, including usage data and geolocation data. Nuvve usesWe use this data in connection with the research, development and analysis of Nuvve’sour technologies. Nuvve’sOur inability to obtain necessary rights to use this data or freely transfer this data out of, for example, the European Economic Area, could result in delays or otherwise negatively impact Nuvve’sour research and development efforts.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms, which terms are similar to those contained in the warrant agreement governing certain of our warrants. Our outstanding warrants were initially issued by Newborn, our predecessor, and we were assumed by us in the Business Combination. As a result of the SEC Statement, we evaluated the accounting treatment of the public warrants and private placement warrants issued prior to Newborn’s initial public offering and determined to classify the private placement warrants as a derivative liability, measured at fair value, with changes in fair value each period reported in earnings.

NuvveWe may need to raise additional capital in the future to further scale itsour business and expand to additional markets. NuvveWe may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions. NuvveWe cannot be certain that additional funds will be available on favorable terms when required, or at all. If Nuvvewe cannot raise additional funds when needed, itsour financial condition, results of operations, business and prospects could be materially and adversely affected. If Nuvve raiseswe raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict its our

business, or otherwise include unfavorable terms. In addition, to the extent Nuvve raiseswe raise funds through the sale of additional equity securities, Nuvve’sour stockholders would experience additional dilution.

Nuvve’sOur management has broad discretion in the application of itsour cash, cash equivalents and marketable securities. Because of the number and variability of factors that will determine Nuvve’s use of itsour cash and cash equivalents, their ultimate use may vary substantially from their currently intended use. Nuvve’sOur management might not apply itsour cash and cash equivalents in ways that ultimately increase the value of your investment. Nuvve expectsWe expect to use itsour cash and cash equivalents to execute itsour growth plan, as well as for working capital and other corporate purposes. The failure by Nuvve’sour management to apply these funds effectively could harm itsour business. Pending their use, Nuvvewe may invest itsour cash and cash equivalents in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to Nuvve’sour stockholders. If Nuvve doeswe do not invest or apply itsour cash and cash equivalents in ways that enhance stockholder value, Nuvvewe may fail to achieve expected financial results, which could cause itsour stock price to decline.

Nuvve expectsWe expect that itsour operating results may be subject to substantial quarterly fluctuations. If Nuvve’sour quarterly operating results fall below the expectations of investors or securities analysts, the price of itsour common stock could decline substantially. Nuvve believesWe believe that quarterly comparisons of itsour financial results are not necessarily meaningful and should not be relied upon as an indication of itsour future performance.

Nuvve isWe are a U.S. corporation and thus subject to U.S. corporate income tax on income from itsour worldwide operations. Moreover, a significant amount of Nuvve’sour operations and customers are located in the United States, and as a result, Nuvve iswe are subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on Nuvve’sour business, and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to Nuvve.us.

For example, on December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”), and certain provisions of the Tax Act may adversely affect Nuvve.us. In particular, sweeping changes were made to the U.S. taxation of foreign operations. Changes include, but are not limited to, a permanent reduction to the corporate income tax rate, limiting interest deductions, a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017, the elimination of carrybacks of net operating losses, adopting elements of a territorial tax system, assessing a repatriation tax or “toll-charge” on undistributed earnings and profits of U.S.-owned foreign corporations, and introducing certain anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and anti-abuse tax. The Tax Act could be subject to potential amendments and technical corrections, and is subject to interpretations and implementing regulations by the Treasury and IRS, any of which could mitigate or increase certain adverse effects of the legislation.

In addition to the impact of the Tax Act on Nuvve’sour federal taxes, the Tax Act may impact Nuvve’sour taxation in other jurisdictions, including with respect to state income taxes as state legislatures have not had sufficient time to respond to the Tax Act. Accordingly, there is uncertainty as to how the laws will apply in the various state jurisdictions. Additionally, other foreign

governing bodies may enact changes to their tax laws in reaction to the Tax Act that could result in changes to Nuvve’sour global tax position and materially adversely affect itsour business and future profitability.

Because Nuvve doeswe do not have a long history of operating at itsour present or anticipated scale (as Nuvve haswe have significant expansion plans), itsour effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect Nuvve’sour 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) Nuvve’sour operating results before taxes.

Additionally, Nuvve’sour operations will be subject to significant income, withholding and other U.S. federal income tax obligations in the United States and may become subject to taxes in numerous additional state, local and non-U.S. jurisdictions

Nuvve’sOur after-tax profitability and financial results may also be adversely impacted by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect. For example, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS recently entered into force among the jurisdictions that have ratified it, although the United States has not yet entered into this convention. These recent changes could negatively impact Nuvve’sour tax position, especially as Nuvve expands itswe expand our relationships and operations internationally.

change” will occur if there is a cumulative change in ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. If Nuvve haswe have experienced an ownership change at any time since itsour incorporation, Nuvvewe may already be subject to limitations on itsour ability to utilize itsour existing net operating loss carryforwards and other tax attributes to offset taxable income or tax liability. In addition, the Business Combination, and future changes in Nuvve’sour stock ownership, which may be outside of Nuvve’sour control, may trigger an ownership change. Similar provisions of state tax law may also apply to limit Nuvve’sour use of accumulated state tax attributes. As a result, even if Nuvve earnswe earn net taxable income in the future, itsour ability to use itsour pre-change net operating loss carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to Nuvve.us.

Nuvve hasWe have not conducted a study to assess whether an “ownership change” has occurred since inception. If Nuvve haswe 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 Nuvve’sour 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. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. In addition, the Business Combination may constitute an ownership change under Sections 382

Furthermore, Nuvve’sour ability to utilize itsour net operating losses or credits following the Business Combination is conditioned upon Nuvveus attaining profitability and generating U.S. federal and state taxable income. Nuvve hasWe have incurred significant net losses since inception and will continue to incur significant losses and, therefore, Nuvve doeswe do not know whether or when the combined carryforwards, which may be or may become subject to limitation by Sections 382 and 383 of the Code, will be utilized.

U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results.

Nuvve facesWe face increased legal, accounting, administrative and other costs and expenses as a new public company that Nuvvewe did not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (the “PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require Nuvveus to carry out activities in which Nuvve haswe have not engaged previously. For example, Nuvve haswe have created new board committees and hashave adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, management has identified material weaknesses, and may in the future identify other material weaknesses or significant deficiencies, in Nuvve’sour internal control over financial reporting), Nuvvewe could incur additional costs rectifying those issues, and the existence of those issues could adversely affect itsour reputation or investor perceptions of it. In addition, Nuvve haswe have obtained director and officer liability insurance. Risks associated with Nuvve’sour status as a public company may make it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require Nuvveus to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we will be eligible for and intend to take advantage of certain exemptions from various reporting requirements

applicable to other public companies that are not emerging growth companies, for as long as we continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.07$1.23 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of equity securities of Newborn (our predecessor) in its initial public offering consummated on February 19, 2020. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that are

As a public company, we will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Nuvveus as a private company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that are now applicable after the Business Combination. If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, the combined company may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

As of December 31, 2021,2022, we had taken a number of actions to remediate these material weaknesses, including:

In order to maintain and improve the effectiveness of Nuvve’s internal control over financial reporting, Nuvve hasWe have expended, and anticipates that Nuvvewe will continue to expend, significant resources, including accounting-related costs and significant management oversight. Nuvve’sOur independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company” as defined in the JOBS Act. At such time, Nuvve’sour independent registered public accounting firm may issue a report that is adverse in the

Federal, state and local government statutes and regulations concerning electricity heavily influence the market for Nuvve’sour 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 Nuvve’sour GIVe platform with the electrical grid. Governments, often acting through state utility or public service commissions, change and adopt different rates on a regular basis and these changes can have a negative impact on our ability to generate revenue or customer savings.

In addition, utilities, their trade associations, and fossil fuel interests in the country, each of which has significantly greater economic and political resources than Nuvve does,we do, may challenge policies that are beneficial to Nuvve.us. Any adverse changes in energy policies and regulations could have a negative impact on our business and prospects.

National and local governments and agencies in the countries in which Nuvve operateswe operate and in which customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing, and disclosure of information regarding consumers and other individuals, which could impact Nuvve’sour ability to offer services in certain jurisdictions. Laws and regulations relating to the collection, use, disclosure, security, and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction and are particularly stringent in Europe. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating to privacy, data protection, and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations may limit the use and adoption of Nuvve’sour solutions, reduce overall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which Nuvve closeswe close sales transactions, any of which could harm itsour business. Moreover, if Nuvvewe or any of itsour employees or contractors fails or is believed to fail to adhere to appropriate practices regarding customers’ data, it may damage itsour reputation and brand.

Additionally, existing laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future, and may be inconsistent among jurisdictions. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure, and transfer for Nuvveus and itsour customers. The European Union and United States agreed in 2016 to a framework for data transferred from the European Union to the United States, but this framework has been challenged and recently declared invalid by the Court of Justice of the European Union, thereby creating additional legal risk for Nuvve.us. Additionally, the European Union adopted the GDPR in 2016, and it became effective in May 2018. The GDPR establishes requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to the greater of €20 million or 4% of worldwide revenue. The costs of compliance with, and other burdens imposed by, the GDPR may limit the use and adoption of Nuvve’sour products and services and could have an adverse impact on itsour business. Further, California adopted the California Consumer Privacy Protection Act (“CCPA”) and the California State Attorney General has begun enforcement actions. NuvveWe may be exposed to ongoing legal risks related to CCPA and any amendments that may be made in connection with the California Privacy Rights Act approved by voters in the November 2020 election.

The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are applicable to the businesses of customers may adversely affect ability and willingness to process, handle, store, use, and transmit certain types of information, such as demographic and other personal information. In addition, the other bases on which Nuvvewe and itsour customers rely for the transfer of personal data across national borders, such as the Standard Contractual Clauses promulgated by the EU Commission Decision 2010/87/EU, commonly referred to as the Model Clauses, continue to be subjected to regulatory and judicial scrutiny. If Nuvvewe or itsour customers are unable to transfer data between and among countries and regions in which it operates,we operate, it could decrease demand for itsour products and services or require itus to modify or restrict some of itsour products or services.

In addition to government activity, privacy advocacy groups, the technology industry, and other industries have established or may establish various new, additional, or different self-regulatory standards that may place additional burdens on technology companies. Customers may expect that Nuvvewe will meet voluntary certifications or adhere to other standards established by them or third parties. If Nuvve iswe are unable to maintain these certifications or meet these standards, it could reduce demand for itsour solutions and adversely affect itsour business.

Nuvve isWe are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the UK Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conductswe conduct activities. Nuvve facesWe face significant risks if itwe fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a materially adverse effect on Nuvve’sour reputation, business, operating results, and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

Nuvve isWe are subject to various employment-related laws in the jurisdictions in which itsour employees are based. NuvveWe face risks if it failswe fail to comply with applicable United States federal or state wage laws, or wage laws applicable to itsour employees outside of the United States. In addition, Nuvve implemented a reduction in force in 2020, and the attendant layoffs could create an additional risk of claims being made on behalf of affected employees. Any violation of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations, and damages or penalties which could have a materially adverse effect on Nuvve’sour reputation, business, operating results, and prospects. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

NuvveWe and itsour operations, as well as those of itsour contractors, suppliers, and customers, are subject to certain environmental, health and safety laws and regulations, including laws related to the use, handling, storage, transportation, and disposal of hazardous substances and wastes as well as electronic wastes and hardware, whether hazardous or not. These laws may require Nuvveus or others in Nuvve’sour value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on Nuvve’sour operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for Nuvve’sour operations or on a timeline that meets Nuvve’sour commercial obligations, it may adversely impact Nuvve’sour business.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects on Nuvve’sour business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions and delays in connection with Nuvve’sour operations as well as other future projects, the extent of which cannot be predicted.

Although Nuvve maintainswe maintain workers’ compensation insurance to cover the costs and expenses Nuvvewe may incur due to injuries to itsour employees resulting from the use of or exposure to hazardous materials, this insurance may not provide adequate coverage against potential liabilities. Nuvve doesWe do not maintain insurance for environmental liability or toxic tort claims that may be asserted against itus in connection with itsour storage, use or disposal of biological or hazardous materials.

Our directors and executive officers and their affiliates as a group beneficially own approximately 31.9%29.8% of our outstanding common stock. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of our certificate of incorporation and any approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

To the extent suchthe above warrants or options are exercised, the earn-out shares are earned, or we grant additional stock options or other stock-based awards under the 2020 Plan, additional shares of common stock may be issued, which will result in dilution to the holders of our common stock and increase the number of shares eligible for resale in the public market.

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. We are unable to predict the effect that sales may have on the prevailing market price of itsour common stock and pre-merger warrants.

We are authorized to issue 101,000,000 shares of capital stock, of which 1,000,000 shares will be authorized as preferred stock. our board of directors, without any action by itsour stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent with Delaware law.

The rights of holders of our preferred stock that may be issued could be superior to the rights of holders of our common stock. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant

to shares of the common stock. Further, any issuances of additional stock (common or preferred) will dilute the percentage of ownership interest of then current holders of our capital stock and may dilute itsour book value per share.

The exercise price for the pre-merger warrants is $11.50 per whole share, and the exercise prices for the Levo warrants range from $10.00 per share to $40.00 per share. There is no guarantee that our warrants will be in the money prior to their expiration, and as such, our warrants may expire worthless.

We expect the trading price of our common stock and pre-merger warrants to be volatile and such securities could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:

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. Broad market and industry factors may seriously affect the market price of our securities, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities

class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of itsour management’s attention and resources.

The trading market for our common stock and pre-merger warrants depends in part on the research and reports that equity research analysts publish about the companyus and itsour business. 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 itsour common stock and pre-merger warrants. 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. If one or more equity research analysts cease coverage of Nuvve,us, we could lose visibility in the market, which in turn could cause the price of itsour securities to decline.

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:

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. Any of the foregoing provisions and terms that has the effect of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of common stock, and could also affect the price that some investors are willing to pay for the common stock.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. 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. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in the amended and restated certificate of incorporation. In addition, the amended and restated certificate of incorporation and bylaws provide that, to the fullest extent permitted by law, claims made under the Securities Act must be brought in federal district court.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. 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 itsour business, operating results and financial condition.

Our principal executive offices are located in leased office space at 2488 Historic Decatur Rd., Suite 200, San Diego, California. We also also maintains office space, operations and equipment storage facilities in Delaware,San Diego, Michigan, Denmark, France and the United Kingdom. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our businesses.

Not applicable.

None except as previously reported by us on Form 8-K.

Nuvve isWe are a green energy technology company that provides, directly and through business ventures with its partners, a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid and provide other grid services. ItsOur proprietary V2G technology — Nuvve’s Grid Integrated Vehicle (GIVe)("GIVe") platform — has the potential to refuel the next generation of EV fleets through cutting-edge, bi-directional charging solutions.

Nuvve’sOur proprietary V2G technology enables itus to link multiple EV batteries into a virtual power plant to provide bi-directional services to the electrical grid. Nuvve’sOur GIVe software platform was created to harness capacity from “loads” at the edge of the distribution grid (i.e., aggregation of 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). Nuvve’sOur current addressable energy and capacity markets include grid services such as frequency regulation, demand charge management, demand response, energy optimization, distribution grid services and energy arbitrage.

Nuvve’sOur customers and partners include owner/operators of light duty fleets, heavy duty fleets (including school buses), automotive manufacturers, charge point operators, and strategic partners (via joint ventures, other business ventures and special purpose financial vehicles). NuvveWe also operatesoperate a small number of company-owned charging stations serving as demonstration projects funded by government grants. Nuvve expectsWe 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 itsour future business as itsour commercial operations expand.

Nuvve offers itsWe offer our customers networked charging stations, infrastructure, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low and in some cases free energy costs. Nuvve expectsWe expect to generate revenue primarily from the provision of services to the grid via itsour GIVe software platform and sales of V2G-enabled charging stations. In the case of light duty fleet and heavy duty fleet customers, Nuvvewe also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In addition, Nuvvewe may generate non-recurring engineering services revenue derived from the integration of itsour 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, Nuvvewe may also share the recurring grid services revenue with the customer.

Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G-enabled EV fleet deployments. Levo utilizes Nuvve’sour V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service for school buses, last-mile delivery, ride hailing and ride sharing, municipal services, and more to eliminate the primary barriers to EV fleet adoption including large upfront capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure.

The most significant change in the Nuvve'sour future reported financial position and results as a result of the completion of the Business Combination and the PIPE was an estimated net increase in cash of approximately $62,018,410. Total transaction costs of $3,702,421 were treated as a reduction of the cash proceeds with capital raising costs being deducted from the Company'sour additional paid-in capital. In addition, the net cash proceeds were reduced by Nuvve'sour payment of $6,000,000 to EDF Renewables in connection with the repurchase from them of 600,000 shares of Nuvve’sour common stock pursuant to the Purchase and Option Agreement, payment of $487,500 to NeoGenesis Holding Co. Ltd., the sponsor of Newborn, in repayment of loans made by the sponsor to Newborn, and deposit of $495,000 into escrow for the potential repayment of Nuvve Corp.'s PPP loan. Upon forgiveness of the PPP loan in June 2021, the $495,000 was released to Nuvve.us.

Upon consummation of the Business Combination, Nuvve Corp-designated directors were appointed to five of the seven seats of theour combined Nuvve’s board of directors; Nuvve Corp’s Chief Executive Officer was appointed as Chairman of theour combined Nuvve's board of directors; Nuvve Corp’s senior management became the senior management of theour combined Nuvve company; and the former stockholders of Nuvve Corp became the owners of approximately 48.3% of the outstanding shares of common stock of theour combined Nuvve company. Accordingly, the Business Combination is beingwas accounted for as a Reverse Recapitalization, whereby Nuvve Corp iswas the acquirer for accounting and financial reporting purposes and Newborn is the legal acquirer. A Reverse Recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the consolidated financial statements of legacy Nuvve Corp in many respects. The shares of Newborn remaining after redemptions, and the unrestricted net cash and cash equivalents on the date the Business Combination is consummated, are beingwere accounted for as a capital infusion to Nuvve Corp.

As a consequence of the Business Combination, Nuvve Corp effectively became an SEC-registered, Nasdaq-listed company, which has required theour combined Nuvve company to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. TheOur combined Nuvve company expects to incurhad incurred additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative expenses.

Additionally, the combined Nuvve company expects itswe expect capital and operating expenditures willexpenses to increase significantly in connection with ongoing activities as the combined Nuvve company investswe invest additional working capital for heavy-duty DC-V2G charging stations and level 2 AC-V2G charging stations, additional investments in equipment to meet increased project needs, and additional operating expenses to hire project managers, technicians, sales, partnership and customer service personnel, data scientists, trading teams, software engineers and administrative staff.

Nuvve’sOur historical operations and statements of assets and liabilities may not be comparable to the operations and statements of assets and liabilities of theour combined Nuvve company as a result of the Business Combination.

Nuvve’sOur revenue growth is tied to the overall acceptance of commercial fleet and passenger EVs, which it believeswe 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. Factors impacting the adoption of EVs include but are not limited to: 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; volatility in the cost of oil and gasoline; availability of services for EVs; consumers’ perception about the convenience and cost of charging EVs; and increases in fuel efficiency. In addition, macroeconomic factors could impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles when the automotive industry globally has been experiencing a recent decline in sales. If the market for EVs does not develop as expected or if there is any slow-down or delay in overall EV adoption rates, this would impact Nuvve’sour ability to increase itsour revenue or grow itsour business.

Nuvve’sOur future growth is highly dependent upon the fleet applications associated with itsour technology. Because fleet operators often make large purchases of EVs, this cyclicality and volatility may be more pronounced, and any significant decline from these customers reduces Nuvve’sour potential for future growth.

The U.S. federal government, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.

In the future, Nuvvewe will derive other revenue from fees received for transferring regulatory credits earned for participating in low carbon fuel programs in approved states. Generally, only the owner of EV charging stations can either claim or assign such regulatory credits. If a material percentage of Nuvve’sour customers were to claim these regulatory credits or choose to not assign the regulatory credits to Nuvve, Nuvve’sus, our revenue from this source could decline significantly, which could have an adverse

adversely impacted. While Nuvve haswe have derived an immaterial percentage of its other revenue from these regulatory credits, Nuvve expectswe expect revenue from this source as a percentage of revenue mayto increase over time.

Nuvve offersWe offer proprietary V2G technology and services and intendsintend to expand itsour market share over time in itsour product categories, leveraging the network effect of its V2G technology, services and GIVe software platform. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. Furthermore, Nuvve’sour competition includes other types of electric vehicle charging technologies, such as uni-directional “smart-charging” and lower cost (unmanaged) charging solutions. If due to increased competition Nuvve’sour market share does not grow, itsour revenue and ability to generate profits in the future may be impacted.

Nuvve operatesWe operate in North America, selected countries in Europe (directly and through itsour business venture with EDF), and Japan. Revenue from North America and Europe is expected to contribute significantly to Nuvve’sour total revenue in the near-to-intermediate term, while revenue from Japan is expected to increase over the longer run due to the early stage nature of Japan's market for V2G technology and services. Nuvve plans to useWe have used a portion of the proceeds from the Business Combination to increase itsour sales and marketing activities, as well as toand may in the future pursue potentially pursue strategic acquisitions in North America and Europe. Nuvve isWe are also positioned to grow itsour North American and European business through future partnerships with charge point operators, OEMs and leasing companies. However, Nuvvewe 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. Nuvve’sOur growth in North America and Europe requires differentiating itselfourself as compared to the several existing competitors. If Nuvve iswe are unable to penetrate the market in North America and Europe, itsour future revenue growth and profits will be impacted.

The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 20212022 and 2020.2021.

Total revenue was flat at$5.4 million for the year ended December 31, 2022, compared to $4.2 million for the year ended December 31, 2021, and year ended December 31, 2020.an increase of $1.2 million, or 28.2%. The increase is attributed to a $2.0 million increase in products and services revenue, was mostlypartially offset by a decrease of $0.8 million in grants revenue. Products and services revenue for the year ended December 31, 20212022 consist of sales of school buses of $1.7 million, DC and AC Chargers, including lease interest revenue of about $2.2approximately $2.4 million, grid services revenue of $0.4 million, and engineering services of $0.3 million.

Cost of product and service revenues for the year ended December 31, 2021,2022, increased by $1.5$2.2 million, or 284.2%109.6%, primarilyand margins decreased by 17.5%, to 14.0%, from 31.4% compared to the prior year period. The decrease in margin was mostly due to the impact of lower margin school buses sales, of charging stations in the United States, with no similar activity in the comparable period. Product and service margins decreased by 41.7%, to 31.4%, from 73.2% compared to the same prior year period mostly due to a higher mix of hardware charging stations sales and a lower mix of engineering services induring the current year.year ended December 31, 2022.

Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal finance, and professional expenses.

Selling, general and administrative expenses were $30.1 million for the year ended December 31, 2022 as compared to $22.9 million for the year ended December 31, 2021, as compared to $5.5 million for the year ended December 31, 2020, an increase of $17.4$7.2 million, or 317.3%31.5%.

Research and development expenses increased by $3.6$1.5 million, or 125.8%22.3%, from $2.9 million for the year ended December 31, 2020 to $6.5 million for the year ended December 31, 2021.2021 to $8.0 million for the year ended December 31, 2022. The increases during the year ended December 31, 20212022 were primarily attributable to hiring of engineering personnel, which resulted in increases in compensation expenses and subcontractor expenses used to advance the Company's platform functionality and integration with more vehicles.

In the years ended December 31, 20212022 and 2020,2021, we recorded nominal income tax expenses. The income tax expenses during the years ended December 31, 20212022 and 20202021 were nominal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance recorded for such losses.