Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | NUVVE HOLDING CORP. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001836875 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash | $ 13,864,646 | $ 15,753,896 | $ 32,360,520 |
Restricted cash | 480,000 | 480,000 | 380,000 |
Accounts receivable, net | 2,669,269 | 1,121,694 | 1,886,708 |
Inventories | 6,833,937 | 11,551,831 | 11,118,188 |
Prepaid expenses | 1,061,770 | 1,487,582 | |
Other current assets | 1,567,143 | 1,454,563 | |
Prepaid expenses and other current assets | 2,942,145 | 1,036,645 | |
Total current assets | 26,476,765 | 31,849,566 | 46,782,061 |
Property and equipment, net | 686,977 | 636,944 | 356,194 |
Intangible assets, net | 1,237,062 | 1,341,640 | 1,481,077 |
Investment in equity securities | 670,951 | 1,670,951 | 670,951 |
Investment in leases | 114,865 | 97,054 | |
Right-of-use operating lease assets | 4,959,255 | 5,305,881 | 3,483,042 |
Financing receivables | 288,872 | 288,872 | 138,161 |
Security deposit, long-term | 29,649 | 8,682 | 3,057 |
Total assets | 34,464,396 | 41,199,590 | 52,914,543 |
Current Liabilities | |||
Accounts payable | 1,684,764 | 2,390,422 | 5,738,873 |
Due to customers | 9,830,000 | ||
Accrued expenses | 3,598,525 | 3,347,399 | 2,874,018 |
Deferred revenue | 1,116,511 | 1,221,497 | 719,771 |
Operating lease liabilities – current | 859,820 | 824,326 | 41,513 |
Other liabilities | 803,091 | 113,844 | 110,574 |
Total current liabilities | 17,892,711 | 7,897,488 | 9,484,749 |
Operating lease liabilities – noncurrent | 4,746,575 | 5,090,170 | 3,441,642 |
Warrants liability | 76,275 | 220,884 | 9,543,000 |
Derivative liability – non-controlling redeemable preferred shares | 285,640 | 359,225 | 511,948 |
Other long-term liabilities | 618,156 | 393,179 | 18,860 |
Total liabilities | 23,619,357 | 13,960,946 | 23,000,199 |
Commitments and Contingencies | |||
Mezzanine equity | |||
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding at September 30, 2023 and December 31, 2022; aggregate liquidation preference of $3,676,668 and $3,464,606 at September 30, 2023 and December 31, 2022, respectively | 4,032,163 | 3,547,765 | 2,901,899 |
Class D Incentive units, zero par value, 1,000,000 units authorized; 50,000 and 250,000 units issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 185,004 | 445,479 | |
Stockholders’ Equity | |||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 32,505,010 and 24,272,150 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 3,251 | 2,427 | 1,888 |
Additional paid-in capital | 152,100,803 | 144,073,505 | 122,336,607 |
Accumulated other comprehensive income | 104,539 | 76,182 | 113,446 |
Accumulated deficit | (140,957,114) | (116,956,528) | (92,937,863) |
Nuvve Holding Corp. Stockholders’ Equity | 11,251,479 | 27,195,586 | 29,514,078 |
Non-controlling interests | (4,623,607) | (3,950,186) | (2,501,633) |
Total stockholders’ equity | 6,627,872 | 23,245,400 | 27,012,445 |
Total Liabilities, Mezzanine Equity and Stockholders’ Equity | $ 34,464,396 | 41,199,590 | 52,914,543 |
Class D Incentive units | |||
Mezzanine equity | |||
Class D Incentive units, zero par value, 1,000,000 units authorized; 50,000 and 250,000 units issued and outstanding at September 30, 2023 and December 31, 2022, respectively | $ 445,479 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity, par value (in Dollars per share) | $ 0 | $ 0 | $ 0 |
Temporary equity, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Temporary equity, shares outstanding | 3,138 | 3,138 | 3,138 |
Temporary equity, shares issued | 3,138 | 3,138 | 3,138 |
Temporary equity, liquidation preference (in Dollars) | $ 3,676,668 | $ 3,464,606 | $ 3,200,760 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 30,000,000 |
Common stock, shares outstanding | 812,625 | 606,804 | 471,528 |
Common stock, shares issued | 812,625 | 606,804 | 471,528 |
Class D Incentive units | |||
Temporary equity, par value (in Dollars per share) | $ 0 | $ 0 | |
Temporary equity, shares authorized | 1,000,000 | 1,000,000 | |
Temporary equity, shares outstanding | 50,000 | 250,000 | |
Temporary equity, shares issued | 50,000 | 250,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||||||
Total revenue | $ 2,712,572 | $ 553,687 | $ 6,687,485 | $ 4,226,447 | $ 5,373,383 | $ 4,190,765 |
Operating expenses | ||||||
Cost of product and service revenue | 4,196,788 | 2,002,197 | ||||
Cost of products | 2,314,854 | 215,068 | 5,037,756 | 3,114,573 | ||
Cost of services | 86,371 | 61,417 | 775,489 | 338,820 | ||
Selling, general, and administrative | 6,481,759 | 7,163,673 | 18,751,119 | 22,925,745 | 30,115,571 | 22,896,125 |
Research and development | 2,292,908 | 1,715,821 | 6,780,211 | 6,021,535 | 7,976,568 | 6,524,245 |
Total operating expenses | 11,175,892 | 9,155,979 | 31,344,575 | 32,400,673 | 42,288,927 | 31,422,567 |
Operating loss | (8,463,320) | (8,602,292) | (24,657,090) | (28,174,226) | (36,915,544) | (27,231,802) |
Other income (expense) | ||||||
Interest income (expense), net | 16,213 | 39,150 | 105,194 | 47,553 | 134,579 | (585,157) |
Financing costs | (46,754,794) | |||||
Change in fair value of warrants liability | 214,573 | 1,852,700 | 144,609 | 11,213,700 | 11,986,462 | (312,400) |
Change in fair value of derivative liability | 67,366 | (40,245) | 73,585 | (19,309) | 152,723 | (14,342) |
Other, net | (168,177) | 89,222 | 356,155 | 81,455 | 85,074 | 282,183 |
Total other income (expense), net | 129,975 | 1,940,827 | 679,543 | 11,323,399 | 12,358,838 | (47,384,510) |
Loss before taxes | (8,333,345) | (6,661,465) | (23,977,547) | (16,850,827) | (24,556,706) | (74,616,312) |
Income tax expense | 800 | 1,000 | ||||
Net loss | (8,333,345) | (6,661,465) | (23,977,547) | (16,850,827) | (24,557,506) | (74,617,312) |
Less: Net income (loss) attributable to non-controlling interests | 8,285 | (168,985) | 23,039 | (459,863) | (538,841) | (2,138,272) |
Net loss attributable to Nuvve Holding Corp. | (8,341,630) | (6,492,480) | (24,000,586) | (16,390,964) | (24,018,665) | (72,479,040) |
Less: Preferred dividends on redeemable non-controlling interests | 72,092 | 66,601 | 212,062 | 195,912 | 263,846 | 101,856 |
Less: Accretion on redeemable non-controlling interests preferred shares | 161,466 | 161,466 | 484,398 | 484,398 | 645,866 | 261,505 |
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (8,575,188) | $ (6,720,547) | $ (24,697,046) | $ (17,071,274) | $ (24,928,377) | $ (72,842,401) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted (in Dollars per share) | $ (10.66) | $ (12.25) | $ (35.07) | $ (34.19) | $ (47.55) | $ (174.95) |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted (in Shares) | 804,775 | 548,822 | 704,310 | 499,300 | 524,297 | 416,362 |
Products and services | ||||||
Revenue | ||||||
Total revenue | $ 4,913,956 | $ 2,920,627 | ||||
Grants | ||||||
Revenue | ||||||
Total revenue | $ 73,563 | $ 65,869 | $ 219,082 | $ 416,816 | $ 459,427 | $ 1,270,138 |
Products | ||||||
Revenue | ||||||
Total revenue | 1,772,532 | 280,184 | 4,748,141 | 3,333,825 | ||
Services | ||||||
Revenue | ||||||
Total revenue | $ 866,477 | $ 207,634 | $ 1,720,262 | $ 475,806 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted | $ (10.66) | $ (12.25) | $ (35.07) | $ (34.19) | $ (47.55) | $ (174.95) |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted | 804,775 | 548,822 | 704,310 | 499,300 | 524,297 | 416,362 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Net loss | $ (8,333,345) | $ (6,661,465) | $ (23,977,547) | $ (16,850,827) | $ (24,557,506) | $ (74,617,312) |
Other comprehensive (loss) income, net of taxes | ||||||
Foreign currency translation adjustments, net of taxes | 18,124 | (61,299) | 28,357 | (101,297) | (37,264) | 191,287 |
Total comprehensive loss | (8,315,221) | (6,722,764) | (23,949,190) | (16,952,124) | (24,594,770) | (74,426,025) |
Less: Comprehensive income (loss) attributable to non-controlling interests | 8,285 | (168,985) | 23,039 | (459,863) | (538,841) | (2,138,272) |
Comprehensive loss attributable to Nuvve Holding Corp. | (8,323,506) | (6,553,779) | (23,972,229) | (16,492,261) | (24,055,929) | (72,287,753) |
Less: Preferred dividends on redeemable non-controlling interests | (72,092) | (66,601) | (212,062) | (195,912) | (263,846) | (101,856) |
Less: Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | (484,398) | (484,398) | (645,866) | (261,505) |
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders | $ (8,089,948) | $ (6,325,712) | $ (23,275,769) | $ (15,811,951) | $ (23,146,217) | $ (71,924,392) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) | Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-controlling Interests | Total |
Balances at Dec. 31, 2020 | $ 1,679 | $ 2,616 | $ 19,650,659 | $ (77,841) | $ (20,458,823) | $ (881,710) | |
Balances (in Shares) at Dec. 31, 2020 | 16,789,088 | 654,053 | |||||
Conversion of shares due to merger capitalization | $ (1,679) | $ (1,704) | 3,383 | ||||
Conversion of shares due to merger capitalization (in Shares) | (16,789,088) | (425,978) | |||||
Balances December 31, 2021, effect of reverse recapitalization (refer to Note 2) | $ 912 | 19,654,041 | (77,841) | (20,458,823) | (881,710) | ||
Balances December 31, 2021, effect of reverse recapitalization (refer to Note 2) (in Shares) | 228,075 | ||||||
Beneficial conversion feature – convertible debenture | 427,796 | 427,796 | |||||
Conversion of convertible debenture | $ 54 | 3,999,381 | 3,999,435 | ||||
Conversion of convertible debenture (in Shares) | 13,604 | ||||||
Repurchase of common stock from EDF | $ (60) | (5,999,940) | (6,000,000) | ||||
Repurchase of common stock from EDF (in Shares) | (15,000) | ||||||
Assumption of private warrant liability from Newborn | (1,253,228) | (1,253,228) | |||||
Merger recapitalization, net of share redemption | $ 806 | 51,484,821 | 51,485,627 | ||||
Merger recapitalization, net of share redemption (in Shares) | 201,510 | ||||||
Placement agent fee paid in common stock | $ 21 | 2,085,299 | 2,085,320 | ||||
Placement agent fee paid in common stock (in Shares) | 5,213 | ||||||
PIPE offering, less issuance costs | $ 143 | 14,247,357 | 14,247,500 | ||||
PIPE offering, less issuance costs (in Shares) | 35,625 | ||||||
Notice of exercise of put option | (2,000,000) | (2,000,000) | |||||
Buyback of shares related to exercise of put option | $ (13) | 13 | |||||
Buyback of shares related to exercise of put option (in Shares) | (3,363) | ||||||
Issuance of warrants to Stonepeak and Evolve | 22,310,574 | 22,310,574 | |||||
Issuance of options to purchase shares of common stock to Stonepeak and Evolve | 12,584,000 | 12,584,000 | |||||
Exercise of stock options | $ 25 | 576,503 | 576,528 | ||||
Exercise of stock options (in Shares) | 5,864 | ||||||
Stock-based compensation | 4,219,989 | 4,219,989 | |||||
Currency translation adjustment | 191,287 | 191,287 | |||||
Preferred dividends – non-controlling interest | (101,856) | (101,856) | |||||
Accretion on redeemable non-controlling interests preferred shares | (261,505) | (261,505) | |||||
Net loss | (72,479,040) | (2,138,272) | (74,617,312) | ||||
Balances at Dec. 31, 2021 | $ 1,888 | 122,336,607 | 113,446 | (92,937,863) | (2,501,633) | 27,012,445 | |
Balances (in Shares) at Dec. 31, 2021 | 471,528 | ||||||
Exercise of stock options and vesting of restricted stock options | $ 3 | 3 | |||||
Exercise of stock options and vesting of restricted stock options (in Shares) | 760 | ||||||
Stock-based compensation | 1,455,641 | 1,455,641 | |||||
Currency translation adjustment | (13,684) | (13,684) | |||||
Preferred dividends – non-controlling interest | (64,015) | (64,015) | |||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | |||||
Net loss | (4,630,328) | (100,933) | (4,731,261) | ||||
Balances at Mar. 31, 2022 | $ 1,891 | 123,792,248 | 99,762 | (97,568,191) | (2,828,047) | 23,497,663 | |
Balances (in Shares) at Mar. 31, 2022 | 472,288 | ||||||
Balances at Dec. 31, 2021 | $ 1,888 | 122,336,607 | 113,446 | (92,937,863) | (2,501,633) | 27,012,445 | |
Balances (in Shares) at Dec. 31, 2021 | 471,528 | ||||||
Currency translation adjustment | (101,297) | ||||||
Net loss | (16,850,827) | ||||||
Balances at Sep. 30, 2022 | $ 2,292 | 142,781,162 | 12,149 | (109,328,827) | (3,641,806) | 29,824,970 | |
Balances (in Shares) at Sep. 30, 2022 | 572,449 | ||||||
Balances at Dec. 31, 2021 | $ 1,888 | 122,336,607 | 113,446 | (92,937,863) | (2,501,633) | 27,012,445 | |
Balances (in Shares) at Dec. 31, 2021 | 471,528 | ||||||
Balances December 31, 2021, effect of reverse recapitalization (refer to Note 2) (in Shares) | 228,075 | ||||||
Exercise of stock options and vesting of restricted stock options | $ 47 | 245,676 | 245,723 | ||||
Exercise of stock options and vesting of restricted stock options (in Shares) | 12,091 | ||||||
Stock-based compensation | 5,328,492 | 5,328,492 | |||||
Proceeds from forward option put exercise | $ 13 | 1,994,059 | 1,994,072 | ||||
Proceeds from forward option put exercise (in Shares) | 3,363 | ||||||
Proceeds from common stock offering, net of offering costs | $ 79 | 3,763,417 | 3,763,496 | ||||
Proceeds from common stock offering, net of offering costs (in Shares) | 19,822 | ||||||
Proceeds from Direct Offering, net of offering costs | $ 215 | 10,405,254 | 10,405,469 | ||||
Proceeds from Direct Offering, net of offering costs (in Shares) | 53,750 | ||||||
Currency translation adjustment | (37,264) | (37,264) | |||||
Preferred dividends – non-controlling interest | (263,846) | (263,846) | |||||
Issuance of Common Shares related to Warrants | $ 185 | 185 | |||||
Issuance of Common Shares related to Warrants (in Shares) | 46,250 | ||||||
Accretion on redeemable non-controlling interests preferred shares | (645,866) | (645,866) | |||||
Net loss | (24,018,665) | (538,841) | (24,557,506) | ||||
Balances at Dec. 31, 2022 | $ 2,427 | 144,073,505 | 76,182 | (116,956,528) | (3,950,186) | 23,245,400 | |
Balances (in Shares) at Dec. 31, 2022 | 606,804 | ||||||
Balances at Mar. 31, 2022 | $ 1,891 | 123,792,248 | 99,762 | (97,568,191) | (2,828,047) | 23,497,663 | |
Balances (in Shares) at Mar. 31, 2022 | 472,288 | ||||||
Exercise of stock options and vesting of restricted stock options | $ 50 | 173,575 | 173,625 | ||||
Exercise of stock options and vesting of restricted stock options (in Shares) | 9,000 | ||||||
Stock-based compensation | 1,640,055 | 1,640,055 | |||||
Proceeds from forward option put exercise | $ 13 | 1,994,059 | 1,994,072 | ||||
Proceeds from forward option put exercise (in Shares) | 3,363 | ||||||
Proceeds from common stock offering, net of offering costs | $ 32 | 1,859,653 | 1,859,685 | ||||
Proceeds from common stock offering, net of offering costs (in Shares) | 8,094 | ||||||
Currency translation adjustment | (26,314) | (26,314) | |||||
Preferred dividends – non-controlling interest | (65,296) | (65,296) | |||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | |||||
Net loss | (5,268,156) | (189,945) | (5,458,101) | ||||
Balances at Jun. 30, 2022 | $ 1,986 | 129,459,590 | 73,448 | (102,836,347) | (3,244,754) | 23,453,923 | |
Balances (in Shares) at Jun. 30, 2022 | 492,745 | ||||||
Exercise of stock options and vesting of restricted stock options | $ (14) | 35,717 | 35,703 | ||||
Exercise of stock options and vesting of restricted stock options (in Shares) | (274) | ||||||
Stock-based compensation | 976,835 | 976,835 | |||||
Proceeds from common stock offering, net of offering costs | $ 47 | 1,903,764 | 1,903,811 | ||||
Proceeds from common stock offering, net of offering costs (in Shares) | 11,728 | ||||||
Proceeds from Direct Offering, net of offering costs | $ 215 | 10,405,256 | 10,405,471 | ||||
Proceeds from Direct Offering, net of offering costs (in Shares) | 53,750 | ||||||
Currency translation adjustment | (61,299) | (61,299) | |||||
Preferred dividends – non-controlling interest | (66,601) | (66,601) | |||||
Issuance of Common Shares related to Warrants | $ 58 | 58 | |||||
Issuance of Common Shares related to Warrants (in Shares) | 14,500 | ||||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | |||||
Net loss | (6,492,480) | (168,985) | (6,661,465) | ||||
Balances at Sep. 30, 2022 | $ 2,292 | 142,781,162 | 12,149 | (109,328,827) | (3,641,806) | 29,824,970 | |
Balances (in Shares) at Sep. 30, 2022 | 572,449 | ||||||
Balances at Dec. 31, 2022 | $ 2,427 | 144,073,505 | 76,182 | (116,956,528) | (3,950,186) | 23,245,400 | |
Balances (in Shares) at Dec. 31, 2022 | 606,804 | ||||||
Exercise of stock options and vesting of restricted stock options | $ 9 | (9) | |||||
Exercise of stock options and vesting of restricted stock options (in Shares) | 2,283 | ||||||
Stock-based compensation | 1,414,183 | 1,414,183 | |||||
Proceeds from common stock offering, net of offering costs | $ 8 | 136,709 | 136,717 | ||||
Proceeds from common stock offering, net of offering costs (in Shares) | 1,966 | ||||||
Proceeds from Direct Offering, net of offering costs | $ 54 | 469,946 | 470,000 | ||||
Proceeds from Direct Offering, net of offering costs (in Shares) | 13,587 | ||||||
Currency translation adjustment | 8,934 | 8,934 | |||||
Preferred dividends – non-controlling interest | (69,292) | (69,292) | |||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | |||||
Net loss | (7,666,393) | 6,288 | (7,660,105) | ||||
Balances at Mar. 31, 2023 | $ 2,498 | 146,094,334 | 85,116 | (124,622,921) | (4,174,656) | 17,384,371 | |
Balances (in Shares) at Mar. 31, 2023 | 624,640 | ||||||
Balances at Dec. 31, 2022 | $ 2,427 | 144,073,505 | 76,182 | (116,956,528) | (3,950,186) | 23,245,400 | |
Balances (in Shares) at Dec. 31, 2022 | 606,804 | ||||||
Currency translation adjustment | 28,357 | ||||||
Net loss | (23,977,547) | ||||||
Balances at Sep. 30, 2023 | $ 3,251 | 152,100,803 | 104,539 | (140,957,114) | (4,623,607) | 6,627,872 | |
Balances (in Shares) at Sep. 30, 2023 | 812,626 | ||||||
Balances at Mar. 31, 2023 | $ 2,498 | 146,094,334 | 85,116 | (124,622,921) | (4,174,656) | 17,384,371 | |
Balances (in Shares) at Mar. 31, 2023 | 624,640 | ||||||
Exercise of stock options and vesting of restricted stock options | $ 62 | 391,129 | 391,191 | ||||
Exercise of stock options and vesting of restricted stock options (in Shares) | 15,610 | ||||||
Stock-based compensation | 1,069,188 | 1,069,188 | |||||
Proceeds from common stock offering, net of offering costs | $ 134 | 644,773 | 644,907 | ||||
Proceeds from common stock offering, net of offering costs (in Shares) | 33,409 | ||||||
Proceeds from Direct Offering, net of offering costs | $ 432 | 1,876,760 | 1,877,192 | ||||
Proceeds from Direct Offering, net of offering costs (in Shares) | 107,768 | ||||||
Currency translation adjustment | 1,299 | 1,299 | |||||
Preferred dividends – non-controlling interest | (70,678) | (70,678) | |||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | |||||
Net loss | (7,992,563) | 8,466 | (7,984,097) | ||||
Balances at Jun. 30, 2023 | $ 3,126 | 150,076,184 | 86,415 | (132,615,484) | (4,398,334) | 13,151,907 | |
Balances (in Shares) at Jun. 30, 2023 | 781,427 | ||||||
Exercise of stock options and vesting of restricted stock options | $ 116 | 824,651 | 824,767 | ||||
Exercise of stock options and vesting of restricted stock options (in Shares) | 28,770 | ||||||
Stock-based compensation | 1,097,016 | 1,097,016 | |||||
Proceeds from common stock offering, net of offering costs | $ 9 | 102,952 | 102,961 | ||||
Proceeds from common stock offering, net of offering costs (in Shares) | 2,429 | ||||||
Proceeds from Direct Offering, net of offering costs | |||||||
Currency translation adjustment | 18,124 | 18,124 | |||||
Preferred dividends – non-controlling interest | (72,092) | (72,092) | |||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | |||||
Net loss | (8,341,630) | 8,285 | (8,333,345) | ||||
Balances at Sep. 30, 2023 | $ 3,251 | $ 152,100,803 | $ 104,539 | $ (140,957,114) | $ (4,623,607) | $ 6,627,872 | |
Balances (in Shares) at Sep. 30, 2023 | 812,626 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Merger recapitalization, net of share redemption | $ 18,629 |
Issuance Costs Related to Preferred Stock | 5,979,675 |
Less issuance costs | $ 2,500 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||||
Net loss | $ (23,977,547) | $ (16,850,827) | $ (24,557,506) | $ (74,617,312) |
Adjustments to reconcile to net loss to net cash used in operating activities | ||||
Depreciation and amortization | 237,043 | 211,220 | 289,536 | 167,558 |
Share-based compensation | 3,197,471 | 4,487,003 | 5,234,878 | 4,219,989 |
Financing costs | 46,771,276 | |||
Beneficial conversion feature on convertible debenture | 427,796 | |||
Accretion of discount on convertible debenture | 116,147 | |||
Change in fair value of warrants liability | (144,609) | (11,213,700) | (11,986,462) | 312,400 |
Change in fair value of derivative liability | (73,585) | 19,309 | (152,723) | |
Loss on disposal of asset | (1,088) | 1,326 | ||
Gains from sale of investments in equity securities | (325,155) | |||
Gain on extinguishment of PPP Loan | (492,100) | |||
Noncash lease expense | 355,133 | 336,903 | 421,183 | 3,636 |
Change in operating assets and liabilities | ||||
Accounts receivable | (1,547,575) | 818,758 | 763,302 | (887,697) |
Inventory | 4,717,894 | (649,809) | (433,644) | (10,065,710) |
Prepaid expenses and other assets | 304,031 | (2,040,485) | (2,072,001) | (693,756) |
Accounts payable | (705,658) | (4,070,611) | (3,346,937) | 2,780,890 |
Due to customers | 9,830,000 | |||
Accrued expenses | 2,056,210 | 443,491 | 1,340,918 | 2,138,574 |
Deferred revenue | (122,797) | 324,660 | 417,481 | 626,265 |
Net cash used in operating activities | (6,200,232) | (28,184,088) | (34,081,975) | (29,190,718) |
Investing activities | ||||
Proceeds from sale of property and equipment | 7,649 | |||
Purchase of property and equipment | (199,877) | (349,182) | (438,045) | (273,124) |
Investments in equity securities | (1,000,000) | (1,000,000) | ||
Proceeds from sale of investments in equity securities | 1,325,155 | |||
Net cash provided (used) in investing activities | 1,125,278 | (1,349,182) | (1,438,045) | (265,475) |
Financing activities | ||||
Proceeds from Newborn Escrow Account | 58,184,461 | |||
Redemption of Newborn shares | (18,629) | |||
Issuance costs related to reverse recapitalization and PIPE offering | (3,970,657) | |||
Proceeds from PIPE offering | 14,250,000 | |||
Repayment of Newborn sponsor loans | (487,500) | |||
Repurchase of common stock from EDF | (6,000,000) | |||
Newborn cash acquired | 50,206 | |||
Purchase of stock from investor | (2,000,000) | |||
Payment of financing costs | (1,000,000) | |||
Payment of finance lease obligations | (5,375) | (7,396) | (9,691) | (5,839) |
Proceeds from forward option put exercise | 1,994,073 | 1,994,073 | ||
Proceeds from exercise of pre-funded warrants related to Direct Offering | 58 | 185 | ||
Proceeds from Direct Offering of common stock, net of offering costs | 2,347,192 | 13,069,815 | 13,069,815 | |
Proceeds from common stock offering, net of offering costs | 884,586 | 3,763,494 | 3,763,494 | |
Proceeds from exercise of stock options | 209,280 | 245,748 | 576,528 | |
Issuance Costs Related to Preferred Stock | (2,956,248) | |||
Issuance of Redeemable Preferred Stock | 3,138,000 | |||
Payment of Preferred Stock dividends | (39,096) | |||
Net cash provided in financing activities | 3,226,403 | 19,029,324 | 19,063,624 | 59,721,226 |
Effect of exchange rate on cash | (40,699) | (121,218) | (50,228) | 199,592 |
Net decrease in cash and restricted cash | (1,889,250) | (10,625,164) | (16,506,624) | 30,464,625 |
Cash and restricted cash at beginning of year | 16,233,896 | 32,740,520 | 32,740,520 | 2,275,895 |
Cash and restricted cash at end of period | 14,344,646 | 22,115,356 | 16,233,896 | 32,740,520 |
Supplemental Disclosure of Noncash Financing Activity | ||||
Transfer of inventory to property and equipment | $ 87,095 | |||
Supplemental Disclosure of cash information: | ||||
Cash paid for income taxes | 800 | |||
Conversion of preferred stock to common stock | 1,679 | |||
Conversion of debenture and accrued interest to common shares | 3,999,435 | |||
Conversion of shares due to reverse recapitalization | 3,383 | |||
Issuance of common stock for merger success fee | 2,085,299 | |||
Non-cash merger transaction costs | 2,085,299 | |||
Accrued transaction costs related to reverse recapitalization | 189,434 | |||
Issuance of private warrants | 1,253,228 | |||
Forgiveness of PPP Loan | 492,100 | |||
Issuance of Stonepeak and Evolve warrants | 30,234,000 | |||
Issuance of Stonepeak and Evolve options | $ 12,584,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization and Description of Business [Abstract] | ||
Organization and Description of Business | Note 1 — Organization and Description of Business Description of Business Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), was founded on November 10, 2020 under the laws of the state of Delaware. On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp. Reverse Stock Split At the Company’s Special Meeting of Stockholders held on January -for-2 -for-40 -for-40 Structure of the Company Nuvve has two wholly owned subsidiaries, Nuvve Corp. and Nuvve Pennsylvania LLC. Nuvve Corp. has four wholly owned subsidiaries: (1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France, (3) Nuvve KK (Nuvve Japan), a company registered in Japan, and (4) Nuvve LTD, a company registered in United Kingdom. Nuvve Norway, a company registered in Norway is a branch of Nuvve Denmark. On August 4, 2021, the Company formed Levo Mobility LLC, a Delaware limited liability company (“Levo”), with Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak”), and Evolve Transition Infrastructure LP, a Delaware limited partnership (“Evolve”). Levo is a consolidated entity of the Company. Please see Note 2 for the principles of consolidation. Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding vehicle -to-grid -as-a-Service -mile Levo’s turnkey solution simplifies and streamlines electrification, can lower the total cost of EV operation for fleet owners, and supports the grid when the EVs are not in use. For a fixed monthly payment with no upfront cost, Levo will provide the EVs, such as electric school buses, charging infrastructure powered by Nuvve’s V2G platform, EV and charging station maintenance, energy management, and technical advice. Levo focuses on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency. | Note 1 — Organization and Description of Business (a) Description of Business Nuvve Holding Corp., a corporation headquartered in San Diego, California (the “Company” or “Nuvve”), formerly known as NB Merger Corp., was founded on November 10, 2020 under the laws of the State of Delaware. On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp. (See Business Combination below). The Company owns 100% of Nuvve Corporation, a Delaware corporation headquartered in San Diego, California (“Nuvve Corp.”), which was founded on October 18, 2010, to develop and commercialize Vehicle to Grid (“V2G”) technology. Nuvve has developed a proprietary V2G technology, including the Company’s Grid Integrated Vehicle (“GIVe™”) cloud -based -directional -directional (b) Reverse Stock Split At the Company’s Special Meeting of Stockholders held on January -for-2 -for-40 -for-40 (c) Structure of the Company Nuvve has two wholly owned subsidiaries, Nuvve Corp. and Nuvve Pennsylvania LLC. Nuvve Corp. has four wholly owned subsidiaries: (1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France, (3) Nuvve KK (Nuvve Japan), a company registered in Japan, and (4) Nuvve LTD, a company registered in United Kingdom. Nuvve Norway, a company registered in Norway is a branch of Nuvve Denmark. On August 4, 2021, the Company formed Levo Mobility LLC, a Delaware limited liability company (“Levo”), with Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak”), and Evolve Transition Infrastructure LP, a Delaware limited partnership (“Evolve”). Levo is a consolidated entity of the Company. Please see Note 2 for the principles of consolidation. Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G enabled EV fleet deployments. Levo utilizes Nuvve’s V2G technology and committed capital from Stonepeak and Evolve to offer Fleet -as-a-Service -mile Levo’s turnkey solution simplifies and streamlines electrification, can lower the total cost of EV operation for fleet owners, and supports the grid when the EVs are not in use. For a fixed monthly payment with no upfront cost, Levo will provide the EVs, such as electric school buses, charging infrastructure powered by Nuvve’s V2G platform, EV and charging station maintenance, energy management, and technical advice. Levo initially focuses on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see Note 2, “ Summary of Significant Accounting Policies During the nine months ended September 30, 2023, there were no significant updates made to the Company’s significant accounting policies. Basis of Presentation The accompanying (i) unaudited condensed consolidated balance sheet as of December 31, 2022, which has been derived from audited financial statements, and (ii) unaudited interim condensed consolidated financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included elsewhere in this prospectus. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2023 or any future period. In accordance with Accounting Standards Codification (“ASC”) 205 -40 Management plans to fund current operations through increased revenues and if required cash saving measures and or raising additional capital. Management’s expectations with respect to the Company’s ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows could be higher than currently anticipated. Should this occur, management plans to implement cash saving measures during this time period, including reductions in discretionary expenses related to consultants, travel, personnel, and personnel -related -the-market The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Principles of Consolidation The condensed consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation. Variable Interest Entities Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity (“VIE”). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo’s common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non -controlling Assets and Liabilities of Consolidated VIEs The Company’s condensed consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in “Net income (loss) attributable to non -controlling -controlling -controlling The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIEs. The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s condensed consolidated balance sheets at September 30, 2023 and December 31, 2022: September 30, December 31, Assets Cash $ 27,225 $ 27,629 Prepaid expenses and other current assets 1,874 59,794 Total Assets $ 29,099 $ 87,423 Liabilities Accounts payable $ 13,680 $ 8,165 Accrued expenses and dividend payable 538,667 336,713 Derivative liability – non-controlling redeemable preferred shares 285,640 359,225 Total Liabilities $ 837,987 $ 704,103 Redeemable Non-Controlling Interest — Mezzanine Equity Redeemable non -controlling -controlling -controlling -paid-in-capital -controlling -controlling Non-controlling interests The Company presents non -controlling -controlling -controlling Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt -out -EGCs -out -out Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share -based Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. Cash and Restricted Cash The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. In connection with a new office lease agreement, the Company was required to provide an irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The amount securing the letter of credit was recorded as restricted cash as of September 30, 2023 and December 31, 2022 was $480,000. Concentrations of Credit Risk At September 30, 2023 and December 31, 2022, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the three and nine months ended September 30, 2023 three and two customers accounted for 62.2% and 30.9% of revenue, respectively. For the three and nine months ended September 30, 2022 three and two customers accounted for 62.4% and 51.1% of revenue, respectively. During the three and nine months ended September 30, 2023, the Company’s top five customers accounted for approximately 74.3% and 46.2%, respectively, of the Company’s total revenue. During the three and nine months ended September 30, 2022, the Company’s top five customers accounted for approximately 81.9% and 63.7%, respectively, of the Company’s total revenue. At September 30, 2023, three customers accounted for 65.5% of accounts receivable. At December 31, 2022, three customers accounted for 40.6% of accounts receivable. Approximately 78.0% and 53.6% of the Company’s trade accounts receivable balance was with five customers at September 30, 2023 and December 31, 2022, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short -term Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments -13 -13 -line Recently issued accounting pronouncements not yet adopted None applicable. | Note 2 — Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Business Combination between Newborn, a Special Purpose Acquisition Company (“SPAC”), the Company, prior to the Business Combination a wholly owned subsidiary of Newborn, and Nuvve Corp., prior to the Business Combination a privately held operating company, pursuant to which the Company acquired the outstanding shares of Nuvve Corp. (see Business Combination below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Newborn was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nuvve Corp. issuing stock for the net assets of Newborn, accompanied by a recapitalization. The net assets recorded from Newborn are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Nuvve Corp. The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated to reflect the exchange ratio established in the Business Combination. In accordance with the related Going Concern accounting standards, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the that the consolidated financial statements are issued. Since inception, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $117.0 million and $92.9 million as of December 31, 2022 and December 31, 2021, respectively. During the years ended December 31, 2022 and December 31, 2021, the Company incurred an operating loss of $36.9 million and $27.2 million, respectively, and used $34.1 million and $29.2 million, respectively, of cash in operations. The Company continues to expect to generate operating losses and negative cash flows and may need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company’s GIVe platform and the achievement of a level of revenues adequate to support its cost structure. Management plans to fund current operations through increased revenues and if required cash saving measures and or raising additional capital. Management’s expectations with respect to the Company’s ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows could be higher than currently anticipated. Should this occur, management plans to implement cash saving measures during this time period, including reductions in discretionary expenses related to consultants, travel, personnel, and personnel -related -the-market The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. (b) Principles of Consolidation The consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation. Variable Interest Entities Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity (“VIE”). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors at risk lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo’s common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non -controlling Assets and Liabilities of Consolidated VIEs The Company’s consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in “Net loss attributable to non -controlling -controlling -controlling The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIEs. The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s consolidated balance sheets: December 31, December 31, Assets Cash $ 27,629 $ 28,446 Prepaid expenses and other current assets 59,794 — Total Assets $ 87,423 $ 28,446 Liabilities Accounts payable $ 8,165 $ — Accrued expenses and dividend payable 336,713 $ 116,754 Derivative liability – non-controlling redeemable preferred shares 359,225 511,948 Total Liabilities $ 704,103 $ 628,702 (c) Redeemable Non-Controlling Interest — Mezzanine Equity Redeemable non -controlling -controlling -controlling -paid-in-capital -controlling -controlling (d) Non-controlling interests The Company presents non -controlling -controlling -controlling Profits Interests Units (Class D Incentive Units) In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation — Stock Compensation Compensation — General (e) Business Combination The Company is party to a merger agreement (as amended, the “Merger Agreement”), dated as of November 11, 2020 and amended as of February 20, 2021, by and among Newborn, a Cayman Islands company, the Company, a Delaware corporation and prior to the Business Combination a wholly owned subsidiary of Newborn, Nuvve Merger Sub Inc., a Delaware corporation and prior to the Business Combination a wholly -owned On March 16, 2021, Newborn held an extraordinary general meeting of its shareholders, at which Newborn’s shareholders approved the Business Combination, along with certain other related proposals. On March 19, 2021 (the “Closing Date”), the parties consummated the Business Combination. Pursuant to the Merger Agreement, the Business Combination was effected in two steps: (i) Newborn reincorporated to the State of Delaware by merging with and into the Company, with the Company surviving as the publicly -traded -owned Immediately prior to the effectiveness of the Reincorporation Merger and the Acquisition Merger, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, pursuant to which, among other things, the Company changed its name to “Nuvve Holding Corp.” and adopted certain other changes that the Company’s Board of Directors deemed appropriate for an operating public company. In connection with the entry into the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements (the “Subscription Agreements”) with certain accredited Private Investment in Public Equity investors (the “PIPE Investors”), under which, immediately before the closing of the Business Combination, the PIPE Investors purchased 35,625 ordinary shares of Newborn, at a purchase price of $400.00 per share, for an aggregate purchase price of $14,250,000 in a private placement (the “PIPE”). The PIPE Investors also received warrants to purchase 33,844 ordinary shares of Newborn (the “PIPE Warrants”) that were identical to Newborn’s other outstanding warrants. Also, on November 11, 2020, Nuvve Corp. entered into a bridge loan agreement with an accredited investor, under which, on November 17, 2020, the investor purchased a $4,000,000 6% Senior Secured Convertible Debenture from Nuvve Corp. (the “Bridge Loan”), which automatically converted into shares of Nuvve Corp.’s common stock immediately before the closing of the Business Combination. Upon the closing of the Reincorporation Merger, each of Newborn’s outstanding units was automatically separated into its constituent securities, and Newborn’s outstanding securities (including the Newborn ordinary shares and Newborn warrants purchased by the PIPE Investors) were converted into a like number of equivalent securities of the Company, except that each of Newborn’s rights was converted automatically into one -tenth Upon the closing of the Acquisition Merger, each share of Nuvve Corp.’s common stock outstanding immediately prior to the effective time of the Acquisition Merger (including the shares issued upon conversion of Nuvve Corp.’s preferred stock and upon conversion of the Bridge Loan as described above) automatically was converted into approximately 0.005310076 The Closing Exchange Ratio was determined by taking (i) a number of shares of the Company’s common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $400.00 per share, and dividing it by (ii) the sum of (x) the total number of shares of Nuvve Corp.’s common stock outstanding as of immediately prior to closing (including the shares issued upon conversion of Nuvve Corp.’s preferred stock, but excluding the shares issued upon conversion of the Bridge Loan) and (y) the total number of shares of Nuvve Corp.’s common stock issuable upon exercise of Nuvve Options outstanding immediately prior to the closing. The “Closing Merger Consideration” was determined by taking $100,000,000, subtracting the amount of Nuvve Corp.’s indebtedness for borrowed money as of the closing of the Acquisition Merger (excluding Payroll Protection Program loans eligible for forgiveness), which was zero, and adding the aggregate exercise price of the Nuvve Options outstanding as of the date of the Merger Agreement or granted prior to the closing of the Acquisition Merger, which was $4,265,785. Additionally, the former stockholders of Nuvve Corp. would have been entitled to receive up to 4.0 million earn -out -out -out -out Pursuant to a purchase and option agreement, dated as of November 11, 2020 (the “Purchase and Option Agreement”), between the Company and EDF Renewables, Inc. (“EDF Renewables”), a former stockholder of Nuvve Corp. and the owner of more than 5% of the Company’s common stock, immediately after the closing, the Company repurchased 15,000 Pursuant to a letter agreement dated April 23, 2021, the Company’s Chief Executive Officer and Chief Operating Officer committed to purchase from the Company, and the Company committed to sell to them, 3,362 As agreed between the parties to the Merger Agreement, immediately following the closing of the Acquisition Merger, the Company’s board of directors consisted of seven directors. A majority of the directors qualified as independent directors under rules of Nasdaq. In Newborn’s initial public offering, Newborn issued 143,750 units at $400.00 per unit. Each unit issued in the initial public offering consisted of one ordinary share, one warrant to purchase one -half -tenth -half -tenth Also on March 19, 2021, the PIPE closed, and the Company received cash proceeds, net of $2,500 of transaction costs, of $14,247,500. (f) Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay adoption of new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt -out -EGCs -out -out (g) COVID-19 The on -going -19 -19 -19 -going -19 (h) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share -based Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. (i) Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815 -40 Derivatives and Hedging — Contracts in an Entity’s Own Equity -in (j) Foreign Currency Matters For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S. dollar. All local foreign currency asset and liability amounts are remeasured into U.S. dollars at balance sheet date exchange rates, except for inventories, prepaid expenses, and property, plant, and equipment, which are remeasured at historical rates. Foreign currency revenue and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which are remeasured at historical exchange rates. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the consolidated statements of operations. The financial position and results of operations of the Company’s non -U (k) Cash and Restricted Cash The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. In connection with a new office lease agreement, the Company was required to provide irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The total amount securing the letter of credit and recorded as restricted cash as of December 31, 2022 and December 31, 2021 was $480,000 and $380,000, respectively. (l) Accounts Receivable Accounts receivable consist primarily of payments due from customers under the Company’s contracts with customers. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, assessment of their credit history, and review of the invoicing terms of the contract. The Company maintains an allowance for doubtful accounts for potential credit losses on customer accounts when deemed necessary. Based on the analysis, the Company recorded an allowance for doubtful accounts as of December 31, 2022 and December 31, 2021. See Note 7 for details. (m) Concentrations of Credit Risk At December 31, 2022 and 2021, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the years ended December 31, 2022 and 2021, one customer accounted for 32.1%, and one customer accounted for 12.4% of total revenue, respectively. During the years ended December 31, 2022 and 2021, the Company’s top five customers accounted for approximately 54.7% and 44.0%, respectively, of the Company’s total revenue. At December 31, 2022, three customers in aggregate accounted for 40.6% of accounts receivable. At December 31, 2021, two customers in aggregate accounted for 32.2% of accounts receivable. Approximately 53.6% and 56.0% of the Company’s trade accounts receivable balance was with five customers at December 31, 2022 and 2021, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short -term (n) Inventories Inventories, consisting primarily of DC chargers, are stated at the lower of cost or net realizable value. The Company values its inventories using the first -in -out (o) Property and Equipment, Net Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight -line (p) Intangible Assets Intangible assets consist of patents which are amortized over the period of estimated benefit using the straight -line (q) Impairment of Long-Lived Assets The Company evaluates long -lived -down -downs (r) Investments in Equity Securities Without Readily Determinable Fair Values Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity, and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. In February 2019, the Company invested in common shares of Dreev SaS, (“Dreev”). Dreev is a nonpublic entity, for which there is no readily determinable fair value. As of December 31, 2022, and December 31, 2021, the Company’s investment in Dreev was accounted for as an investment in equity securities without a readily determinable fair value. The Company did not recognize an impairment loss on its investment during the year ended December 31, 2022 or the year ended December 31, 2021. In June 2022, the Company invested $1.0 million in Switch EV Ltd (“Switch”), a nonpublic entity incorporated and registered in the United Kingdom through an advance subscription agreement for a future equity ownership. Since Switch is a nonpublic entity, there is no readily determinable fair value. As of December 31, 2022, the Company’s investment in Switch was accounted for as an investment in equity securities without a readily determinable fair value subject to impairment. The Company did not recognize an impairment loss on its investment during the year ended December 31, 2022. (s) Employee Savings Plan The Company maintains a savings plan on behalf of its employees that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to the statutory limits. For the years ended December 31, 2022 and 2021, the Company did not contribute to the savings plan. (t) Fair Value Measurement The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued expenses, and warrants. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The Company also considers counterparty risk and its own credit risk in its assessment of fair value. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The inputs used to measure fair value are prioritized based on a three -level • • • (u) Net Loss Per Share Attributable to Common Stockholders The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted -average The computation of net loss attributable to common stockholders is computed by deducting net earnings or loss attributable to non -controlling -controlling -controlling (v) Revenue Recognition The Company recognizes revenue in accordance with the way that depicts the transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company recognizes revenue through the following steps: • • • • • The Company’s revenue is primarily derived from sales of EV charging stations, fees for cloud computing services related to providing access to the Company’s GIVe platform, and fees for extended warranty and maintenance services. The Company also has performed certain software development services and received government grants. GIVe platform access is considered a monthly series comprised of one performance obligation and fees are recognized as revenue in the period the services are provided to and consumed by the customer. The transaction price for each contract is allocated between the identified performance obligations based on relative estimated standalone selling prices. The Company occasionally enters into contracts with customers in which EV charging stations are sold at a discount in exchange for a higher percentage of revenue share from the customer selling energy through the GIVe platform or from carbon credits. Due to the long -term component and records the revenue associated with the EV charging stations at the estimated present value of the expected stream of payments. As payments are received, the difference between the total payment and the amortized value of the receivable is recorded to interest income in Other income (expense) in the consolidated statements of operations using the effective yield method. Products Services one twelve -year one twelve The Company has entered into various agreements for research and development and software development services. The terms of these arrangements typically include terms whereby the Company receives milestone payments in accordance with the scope of services outlined in the respective agreement or is reimbursed for allowable costs. At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue associated with achieving the milestones is probable and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. The Company applies judgment in evaluating factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch -up The Company occasionally sells extended warranty contracts on the charging stations, which includes maintenance of the equipment for a period (e.g., three years, five years, 10 years, 12 years). The warranty provides the customer with assurance that the product will function as intended for the period of the contract and maintenance services related to the equipment. Since the warranty provides a customer with a service in addition to the assurance that the product complies with agreed -upon Revenue for certain service contracts, such as third party installation, is recognized over time using an input method where progress on the performance obligation is measured based on the proportional actual costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation. Bill -and-hold arrangements have passed to the customer, 2) the product must be identified separately as belonging to the customer, 3) the product currently must be ready for physical transfer to the customer, and 4) the Company does not have the ability to use the product or to direct it to another customer. Grant revenue -reciprocal -605 Not -for-Profit-Entities-Revenue Recognition, Revenues from each grant are based upon internal costs incurred that are specifically covered by the grant. Revenue is recognized as the Company incurs expenses that are related to the grant. The Company believes this policy is consistent with the overarching premise in ASC 606, to ensure that it recognizes revenues to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services, even though there is no “exchange” as defined in the ASC. The Company believes the recognition of revenue as costs are incurred and amounts become earned/realizable is analogous to the concept of transfer of control of a service over time under ASC 606. The Company considers contract modifications to exist when the modification either creates new or makes changes to the existing enforceable rights and obligations. Contract modifications for services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch -up The Company’s contract liabilities consist solely of deferred revenue related to amounts billed or received in advance of services or products delivered. (w) Cost of Revenue Cost of revenue consists primarily of costs of material, including hardware and software costs, and costs of providing services, including employee compensation and other costs associated with supporting these functions. Cost of revenue does not include depreciation and amortization costs. (x) Contract Costs Under ASC Subtopic 340 -40 Other Assets and Deferred Costs -Contracts with Customers -40 (y) Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes, The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required and considers whether a valuation allowance should be recorded against deferred tax assets based on the likelihood that the benefits of the deferred tax assets will or will not ultimately be realized in future periods. In making this assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators, such as future income projections. After consideration of positive and negative evidence, if the Company determines that it is more likely than not that it will generate future income sufficient to realize its deferred tax assets, the Company will record a reduction in the valuation allowance. The Company applies certain provisions of ASC 740, which includes a two -step (z) Research and Development The Company expenses research and development costs as incurred. External software development expense is included in research and development costs except for those costs which require capitalization in accordance with GAAP. Certain research and development costs are related to performance on grant contracts. (aa) Stock-Based Compensation The Company accounts for all share -based -employees -10 Stock Compensation -based (ab) Leases The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease. Operating leases are included in right -of-use The Company has entered into leases for building facilities and vehicles. The Company’s leases have contractual terms of up to 10 Right -of-use -of-use -line -lease (ac) Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments -13 -13 -line (ad) Recently issued accounting pronouncements not yet adopted None applicable. |
Revenue Recognition
Revenue Recognition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue Recognition [Abstract] | ||
Revenue Recognition | Note 3 — Revenue Recognition The disclosures below discuss the Company’s material revenue contracts. The following table provides information regarding disaggregated revenue: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue recognized over time: Services – engineering $ 301,656 $ 43,254 $ 931,853 $ 215,349 Grid services 564,821 164,380 788,409 260,457 Grants 73,563 65,869 219,082 416,816 Revenue recognized at point in time: Products 1,772,532 280,184 4,748,141 3,333,825 Total revenue $ 2,712,572 $ 553,687 $ 6,687,485 $ 4,226,447 The aggregate amount of revenue for the Company’s existing contracts and grants with customers as of September 30, 2023 expected to be recognized in the future, and classified as deferred revenue on the condensed consolidated balance sheet, for year ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2023 (remaining three months) 268,467 2024 499,285 2025 139,010 2026 81,470 Thereafter 128,278 Total (1) $ 1,116,511 ____________ (1) The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues by geography: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues: United States $ 2,552,138 $ 434,544 $ 6,290,200 $ 3,788,521 United Kingdom — 23,231 33,047 160,616 Denmark 160,434 95,912 364,238 277,310 $ 2,712,572 $ 553,687 $ 6,687,485 $ 4,226,447 The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations: September 30, December 31, Long-lived assets: United States $ 1,685,126 $ 1,795,267 United Kingdom 3,288 1,335 Denmark 235,625 181,982 $ 1,924,039 $ 1,978,584 | Note 3 — Revenue Recognition The disclosures below discuss the Company’s material revenue contracts. The following table provides information regarding disaggregated revenue: Years Ended December 31, 2022 2021 Revenue recognized over time: Services $ 784,710 $ 797,127 Grants 459,427 1,270,138 Revenue recognized at point in time: Products 4,129,246 2,123,500 Total revenue $ 5,373,383 $ 4,190,765 The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2022 expected to be recognized in the future for years ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2023 $ 134,500 2024 49,578 Thereafter 1,037,419 Total $ 1,221,497 Related to the finance receivables, during the year ended December 31, 2022, the Company recognized $609,860 of product revenue related to contracts with customers for which the Company determined that control of the DC Charger transferred to that customer. Of this amount, $320,988 was recorded within accounts receivable in the consolidated balance sheet as the Company expects to collect it in the short term. The remaining $288,872 represents the discounted amount for the equipment that will be collected over the life of the contract, adjusted for the estimated effect of a significant financing component. This amount is a long -term The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues by geography: Years Ended December 31, 2022 2021 United States $ 4,839,561 $ 3,326,427 United Kingdom 195,550 485,628 Denmark 338,272 378,710 $ 5,373,383 $ 4,190,765 The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations: December 31, December 31, United States $ 1,795,267 $ 1,811,607 United Kingdom 1,335 — Denmark $ 181,982 $ 25,664 $ 1,978,584 $ 1,837,271 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | Note 4 — Fair Value Measurements The following are the liabilities measured at fair value on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022 using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Quoted in Markets for Assets Level 2: Significant Other Observable Inputs Level 3: Significant Unobservable Inputs Total at 2023 Total Gains Total Gains Recurring fair value measurements Private warrants $ — $ — $ 4 $ 4 $ 212 $ 1,996 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ — $ — Institutional/Accredited Investor warrants $ — $ — $ 76,271 $ 76,271 $ 214,361 $ 142,613 Derivative liability – non-controlling redeemable preferred shares $ — $ — $ 285,640 $ 285,640 $ 67,366 $ 73,585 Total recurring fair value measurements $ — $ — $ 361,915 $ 361,915 $ 281,939 $ 218,194 Level 1: Quoted in Markets for Assets Level 2: Significant Other Observable Inputs Level 3: Significant Unobservable Inputs Total at 2022 Total Gains Total Gains Recurring fair value measurements Private warrants $ — $ — $ 2,000 $ 2,000 $ 170,000 $ 854,000 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — — 8,677,000 Institutional/Accredited Investor warrants $ — $ — $ 218,884 $ 218,884 $ 1,682,700 $ 1,682,700 Derivative liability – non-controlling redeemable preferred shares $ — $ — $ 359,225 $ 359,225 $ (40,245 ) $ (19,309 ) Total recurring fair value measurements $ — $ — $ 580,109 $ 580,109 $ 1,812,455 $ 11,194,391 The following is a reconciliation of the opening and closing balances for the liabilities related to the war rants (Note 11) and derivative liability — non -controlling Private Stonepeak Institutional/ Non-controlling Balance at December 31, 2022 $ 2,000 $ — $ 218,884 $ 359,225 Total (gains) losses for period included in earnings (1,000 ) — 214,758 76,840 Balance at March 31, 2023 $ 1,000 $ — 433,642 $ 436,065 Total (gains) losses for period included in earnings (784 ) — (143,010 ) (83,059 ) Balance at June 30, 2023 $ 216 $ — $ 290,632 $ 353,006 Total (gains) losses for period included in earnings (212 ) $ — $ (214,361 ) $ (67,366 ) Balance at September 30, 2023 $ 4 $ — $ 76,271 $ 285,640 The fair value of the level 3 Private Warrants was estimated at September 30, 2023 using the Black -Scholes 2.47 The fair value of the level 3 Private Warrants was estimated at December 31, 2022 using the Black -Scholes 3.22 The fair value of the level 3 Institutional/Accredited Investor warrants was estimated at September 30, 2023 using the Black -Scholes 4.30 The fair value of the level 3 Institutional/Accredited Investor warrants was estimated at December 31, 2022 using the Black -Scholes 5.10 The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non -recurring Series C Series D Series E Series F Fair value (in millions) $ — $ — $ — $ — Valuation methodology Monte Carlo Monte Carlo Monte Carlo Monte Carlo Capital expenditure forecast (in millions) $ — $ — $ — $ — Probability of warrants vesting (a) — % — % — % — % (a) The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non -recurring Series C Series D Series E Series F Fair value (in millions) $ — $ — $ — $ — Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Term (years) 8.40 8.40 8.40 8.40 Risk free rate 3.9 % 3.9 % 3.9 % 3.9 % Exercise price $ 600.0 $ 800.0 $ 1,200.0 $ 1,600.0 Volatility 56.0 % 56.0 % 56.0 % 56.0 % Capital expenditure forecast (in millions) $ 125.0 $ 125.0 $ 125.0 $ 125.0 Probability of warrants vesting (a) — % — % — % — % (a) The fair value of the level 3 derivative liability — non -controlling 0.84 7.0 The fair value of the level 3 derivative liability — non -controlling 1.60 7.0 There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2023 and 2022. Cash, accounts receivable, accounts payable, and accrued expenses are generally carried on the cost basis, which management believes approximates fair value due to the short -term | Note 4 — Fair Value Measurements The following are the liabilities measured at fair value on the consolidated balance sheet at December 31, 2022 and December 31, 2021, using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Level 2: Level 3: Total at Total Gains Recurring fair value measurements Private warrants $ — $ — $ 2,000 $ 2,000 $ 864,000 Stonepeak and Evolve unvested $ — $ — $ — $ — $ 8,677,000 Institutional/Accredited Investor $ — $ — $ 218,884 $ 218,884 $ 2,445,462 Derivative liability – non-controlling redeemable preferred shares $ — $ — $ 359,225 $ 359,225 $ 152,723 Total recurring fair value measurements $ — $ — $ 580,109 $ 580,109 $ 12,139,185 Level 1: Level 2: Level 3: Total at Total Gains Recurring fair value measurements Private warrants $ — $ — $ 866,000 $ 866,000 $ 387,228 Stonepeak and Evolve unvested $ — $ — $ 8,677,000 $ 8,677,000 $ (699,628) Derivative liability – non-controlling redeemable preferred shares $ — $ — $ 511,948 $ 511,948 $ (14,342) Total recurring fair value measurements $ — $ — $ 10,054,948 $ 10,054,948 $ (326,742) The following is a reconciliation of the opening and closing balances for the liabilities related to the private warrants (Note 11) and derivative liability — non -controlling Private Stonepeak Institutional/ Non-controlling Balance at December 31, 2021 $ 866,000 $ 8,677,000 $ 2,664,346 $ 511,948 Initial fair value Balance at Total (gains) losses for period included in earnings (864,000 ) (8,677,000 ) (2,445,462 ) (152,723 ) Balance at December 31, 2022 $ 2,000 $ — $ 218,884 $ 359,225 The fair value of the level 3 Private Warrants was estimated at December 31, 2022 using the Black -Scholes 3.2 The fair value of the level 3 Private Warrants was estimated at December 31, 2021 using the Black -Scholes 4.2 The fair value of the level 3 Institutional/Accredited Investor Warrants was estimated at December 31, 2022 using the Black -Scholes 5.1 The fair value of the level 3 derivative liability — non -controlling 1.6 7.0 The fair value of the level 3 derivative liability — non -controlling 3.0 7.0 There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2022 and 2021. Cash, accounts receivable, accounts payable, and accrued expenses are generally carried on the cost basis, which management believes approximates fair value due to the short -term The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non -recurring Series C Series D Series E Series F Fair value (in millions) $ 0.0 $ 0.0 $ 0.0 $ 0.0 Valuation methodology Monte Carlo Monte Carlo Monte Carlo Monte Carlo Term (years) 8.40 8.40 8.40 8.40 Risk free rate 3.9 % 3.9 % 3.9 % 3.9 % Exercise price $ 600.00 $ 800.00 $ 1,200.00 $ 1,600.00 Volatility 56.0 % 56.0 % 56.0 % 56.0 % Capital expenditure forecast $ 125.0 $ 250.0 $ 375.0 $ 500.0 Probability of warrants vesting (a) — % — % — % — % ____________ (a) The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non -recurring Series C Series D Series E Series F Fair value (in millions) $ 3.2 $ 2.4 $ 1.7 $ 1.3 Valuation methodology Monte Carlo Monte Carlo Monte Carlo Monte Carlo Term (years) 9.40 9.40 9.40 9.40 Risk free rate 1.5 % 1.5 % 1.5 % 1.5 % Exercise price $ 600.00 $ 800.00 $ 1,200.00 $ 1,600.00 Volatility 54.0 % 54.0 % 54.0 % 54.0 % Capital expenditure forecast (in millions) $ 125.0 $ 250.0 $ 375.0 $ 500.0 Probability of warrants vesting 90.7 % 75.8 % 63.8 % 54.5 % The following table presents the significant unobservable inputs and valuation methodologies at December 31, 2021 used for the Company’s fair value measurements of non -recurring Series B Series C Series D Series E Series F Options Fair value (in millions) $ 12.8 $ 5.6 $ 4.8 $ 3.8 $ 3.2 $ 12.6 Valuation methodology Black Monte Carlo Monte Carlo Monte Carlo Monte Carlo Black Term (years) 10 10 10 10 10 7.50 Risk free rate 1.6 % 1.6 % 1.6 % 1.6 % 1.6 % 1.4 % Exercise price $ 400.00 $ 600.00 $ 800.00 $ 1,200.00 $ 1,600.00 $ 2,000.00 Volatility 55.0 % 55.0 % 55.0 % 55.0 % 55.0 % 57.0 % Capital expenditure forecast (in millions) N/A $ 125.0 $ 250.0 $ 375.0 $ 500.0 N/A Probability of warrants vesting 100.0 % 96.9 % 87.7 % 78.2 % 69.9 % N/A |
Derivative Liability - Non-Cont
Derivative Liability - Non-Controlling Redeemable Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Liability - Non-Controlling Redeemable Preferred Stock [Abstract] | ||
Derivative Liability - Non-Controlling Redeemable Preferred Stock | Note 5 — Derivative Liability — Non-Controlling Redeemable Preferred Stock The Company has determined that the redemption features embedded in the non -controlling Accordingly, the Company has recorded an embedded derivative liability representing the estimated fair value of the right of the holders to exercise their redemption option upon the occurrence of a redemption event. The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of derivative liability” financial statement line item of the company’s condensed consolidated statements of operations. For additional information on the non -controlling The following table displays the fair value of derivatives by balance sheet line item: September 30, December 31, Derivative liability – non-controlling redeemable preferred shares $ 285,640 $ 359,225 | Note 5 — Derivative Liability — Non-Controlling Redeemable Preferred Stock The Company has determined that the redemption features embedded in the non -controlling Accordingly, the Company has recorded an embedded derivative liability representing the estimated fair value of the right of the holders to exercise their redemption option upon the occurrence of a redemption event. The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of derivative liability” financial statement line item of the Company’s consolidated statements of operations. For additional information on the non -controlling The following table displays the fair value of derivatives by balance sheet line item: December 31, December 31, Other long term liabilities: Derivative liability – non-controlling redeemable preferred shares $ 359,225 $ 511,948 |
Investments
Investments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Investments [Abstract] | ||
Investments | Note 6 — Investments The Company accounts for its 13% equity ownership in Dreev as an investment in equity securities without a readily determinable fair value subject to impairment. The Company has a consulting services agreement with Dreev related to software development and operations. The consulting services were zero and $43,399, for the three and nine months ended September 30, 2023, respectively. The consulting services were zero each for the three and nine months ended September 30, 2022. The consulting services are being provided to Dreev at the Company’s cost and is recognized as other income, net in the condensed consolidated statements of operations. In accordance with an advanced subscription agreement dated June 6, 2022, the Company invested $1.0 million in Switch EV Ltd (“Switch”), a nonpublic entity incorporated and registered in the United Kingdom through an advance subscription agreement for a future equity ownership expected be more or less than 5% subject to final valuations. Switch will automatically award the Company the equity ownership with conversion shares in equity upon its completion of either a financing round, company sale or Initial Public Offering, or dissolution event. The Company is expected to account for the investment as an investment in equity securities without a readily determinable fair value subject to impairment. The Company and Switch intend to collaborate in the future to integrate technologies for the advancement of V2G. On March 30, 2023, the Company sold its investment interest in Switch for $1.3 million. A gain of $0.3 million was recorded in Other, net on the statements of operations. | Note 6 — Investments The Company accounts for its 13% equity ownership in Dreev as an investment in equity securities without a readily determinable fair value subject to impairment. The Company has a consulting services agreement with Dreev related to software development and operations. The consulting services were zero for the years ended December 31, 2022 and December 31, 2021. In accordance with an advanced subscription agreement dated June 6, 2022, the Company invested $1.0 million in Switch, a nonpublic entity incorporated and registered in the United Kingdom through an advance subscription agreement for a future equity ownership expected to be more or less than 5% subject to final valuations. Switch will automatically award the Company the equity ownership with conversion shares in equity upon its completion of either a financing round, company sale or IPO, or dissolution event. The Company accounts for the investment as an investment in equity securities without a readily determinable fair value subject to impairment. The Company and Switch intend to collaborate in the future to integrate technologies for the advancement of V2G. |
Account Receivables, Net
Account Receivables, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Account Receivables, Net | Note 7 — Account Receivables, Net The following tables summarizes the Company’s accounts receivable: September 30, December 31, Trade receivables $ 3,024,314 $ 1,149,301 Interest receivable 53,951 31,227 Less: allowance for credit losses (408,996 ) (58,834 ) Accounts receivable, net $ 2,669,269 $ 1,121,694 Allowance for doubtful accounts: Balance December 31, 2022 $ (58,834 ) Provision (343,172 ) Write-off (6,990 ) Recoveries — Balance at September 30, 2023 $ (408,996 ) | Note 7 — Account Receivables, Net The following tables summarizes the Company’s account receivables: As of December 31, 2022 2021 Trade receivables $ 1,180,528 $ 1,949,896 Less: allowance for doubtful accounts (58,834 ) (63,188 ) Accounts receivable, net $ 1,121,694 $ 1,886,708 Allowance for doubtful accounts: Balance December 31, 2020 $ — Provision — Write-off — Recoveries — Balance December 31, 2021 $ (63,188 ) Provision — Write-off 4,354 Recoveries — Balance December 31, 2022 $ (58,834 ) |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventories [Abstract] | ||
Inventories | Note 8 — Inventories The following table summarizes the Company’s inventories balance by category: September 30, December 31, DC Chargers $ 6,181,368 $ 9,248,398 AC Chargers 220,720 123,247 Vehicles – School Buses — 1,620,000 Component parts 431,849 560,186 Total $ 6,833,937 $ 11,551,831 | Note 8 — Inventories The following table summarizes the Company’s inventories balance by category: As of December 31, 2022 2021 DC Chargers $ 9,248,398 $ 7,687,598 AC Chargers 123,247 232,920 Vehicles – School Buses 1,620,000 3,180,000 Others 560,186 17,670 Total $ 11,551,831 $ 11,118,188 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment | Note 9 — Property, Plant and Equipment The following table summarizes the Company’s property, plant and equipment balance: Useful Lives September 30, December 31, Computers & Servers 1 year to 3 years $ 154,380 $ 130,417 Vehicles 5 years to 7 years 100,230 139,788 Office furniture and equipment 3 years to 5 years 356,473 326,613 Test units and loaned chargers (1) 5 years to 7 years 404,827 256,685 Total 1,015,910 853,503 Less: Accumulated Depreciation (328,933 ) (216,559 ) Property, plant and equipment, net $ 686,977 $ 636,944 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Depreciation expense $ 35,936 $ 46,012 $ 132,465 $ 108,277 (1) | Note 9 — Property, Plant and Equipment The following table summarizes the Company’s property, plant and equipment balance: Useful Lives As of December 31, 2022 2021 Computers & servers 1 year to 3 years $ 130,417 $ 105,499 Vehicles 5 years to 7 years 139,788 168,862 Office furniture and equipment 3 years to 5 years 326,613 161,771 DC Chargers (1) 5 years to 7 years 256,685 6,050 Total 853,503 442,182 Less: Accumulated Depreciation (216,559 ) (85,988 ) Property, plant and equipment, net $ 636,944 $ 356,194 As of December 31, 2022 2021 Depreciation expense $ 150,099 $ 27,280 (1) |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Intangible Assets [Abstract] | ||
Intangible Assets | Note 10 — Intangible Assets At both September 30, 2023 and December 31, 2022, the Company had recorded a gross intangible asset balance of $2,091,556, which is related to patent and intangible property rights acquired. Amortization expense of intangible assets was $34,860 each for the three months ended September 30, 2023 and 2022. Amortization expense of intangible assets was $104,578 each for the nine months ended September 30, 2023 and 2022. Accumulated amortization totaled $854,494 and $749,916 at September 30, 2023 and December 31, 2022, respectively. The net amount of intangible assets of $1,237,061 at September 30, 2023, will be amortized over the weighted average remaining life of 9.1 Total estimated future amortization expense is as follows: 2023 (remaining three months) $ 34,857 2024 139,437 2025 139,437 2026 137,770 2027 132,770 Thereafter 652,790 $ 1,237,061 | Note 10 — Intangible Assets At both December 31, 2022 and 2021, the Company had recorded a gross intangible asset balance of $2,091,556, which is related to patent and intangible property rights acquired. Amortization expense of intangible assets were $139,437 for each of the years ended December 31, 2022 and 2021. Accumulated amortization totaled $749,916 and $610,480 at December 31, 2022 and 2021, respectively. The net amount of intangible assets of $1,341,640 at December 31, 2022, will be amortized over the weighted average remaining life of 9.8 Total estimated future amortization expense is as follows: 2023 $ 139,437 2024 139,437 2025 139,437 2026 137,770 2027 132,770 Thereafter 652,789 $ 1,341,640 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | ||
Stockholders’ Equity | Note 11 — Stockholders’ Equity Reverse Stock Split The reverse stock split did not affect the number of authorized shares of the Company’s common stock or the par value of the common stock. Following the reverse stock split effectiveness on January Authorized Shares As of September 30, 2023, the Company has authorized two classes of stock, Common Stock, and Preferred Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000, of which 100,000,000 authorized shares are Common Stock with a par value of $0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $0.0001 per share (“Preferred Stock”). Please see Note 11, “ Stockholders’ Equity Shelf Registration On April 25, 2022, the Company filed a shelf registration statement with the SEC which will allow it to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $100.0 million. The shelf registration statement was declared effective on May 5, 2022. The Company believes that it will be able to raise capital by issuing securities pursuant to its effective shelf registration statement. 2023 ATM Offering Program On January 31, 2023, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Craig -Hallum -Hallum February 2023 Registered Direct Offering On February 17, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 13,587 April 2023 Registered Direct Offering On April 14, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 45,455 June 2023 Registered Direct Offering On June 6, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 62,313 Securities Purchase Agreement, Pre-Funded Warrants and Warrants On July 27, 2022, the Company entered into a securities purchase agreement with a certain institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 53,750 -funded -Funded -Funded -Funded The Warrants have an exercise price of $150.00 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, and each Warrant is exercisable for one share of Common Stock. The Warrants are exercisable beginning six five Warrants — Stonepeak and Evolve On May 17, 2021, in connection with the signing of a letter of agreement, relating to the formation of Levo (the “Letter Agreement”), the Company issued to Stonepeak and Evolve ten year warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve). See below for details. The grant -date -paid-in The Company issued to Stonepeak and Evolve the following ten year warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve): • • • • • The warrants may be exercised at any time on or after the date that is 180 Securities Purchase Agreement On May 17, 2021, in connection with the signing of the Letter Agreement, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provide them from time to time between November 13, 2021 and November 17, 2028, in their sole discretion, to purchase up to an aggregate of $250 million in shares of the Company’s common stock at a purchase price of $2,000.00 per share (allocated 90% to Stonepeak and 10% to Evolve). See below for details. The grant -date -paid-in In connection with the signing of the Letter Agreement, as reference above, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve. • Warrants — Public and Private In connection with its initial public offering on February 19, 2020, Newborn sold 5,750,000 units, which included one warrant to purchase Newborn’s common stock (the “Public Warrants”). Also, on February 19, 2020, NeoGenesis Holding Co., Ltd., Newborn’s sponsor (“the Sponsor”), purchased an aggregate of 6,813 private units, each of which included one warrant (the “Private Warrants”), which have the same terms as the Public Warrants. Upon completion of the merger between Nuvve and Newborn, the Public Warrants and Private Warrants were automatically converted to warrants to purchase Common Stock of the Company. The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 35,625 of Newborn’s common stock, at a purchase price of $400.00 per share, for an aggregate purchase price of $14,250,000 (the “PIPE”). Upon closing of the PIPE immediately prior to the closing of the Business Combination, the PIPE investors also received 0.048 PIPE Warrants to purchase the Company’s Common Stock for each share of Common Stock purchased. The PIPE Warrants are each exercisable for one -half Because the Private Warrants have dissimilar terms with respect to the Company’s redemption rights depending on the holder of the Private Warrants, the Company determined that the Private Warrants are required to be carried as a liability in the condensed consolidated balance sheet at fair value, with changes in fair value recorded in the condensed consolidated statement of operations. The Private Warrants are reflected as a liability in the condensed consolidated balance sheet as of September 30, 2023 and the change in the fair value of the Private Warrants is reflected in the condensed consolidated statement of operations. See Note 4 for details of changes in fair value of the Private Warrants recorded in the condensed consolidated statement of operations. The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at September 30, 2023: Number of Number of Number of Exercise Expiration Public Warrants 71,875 — 71,875 $ 460.00 March 19, 2026 Private Warrants 3,406 — 3,406 $ 460.00 March 19, 2026 PIPE Warrants 33,844 — 33,844 $ 460.00 March 19, 2026 Stonepeak/Evolve Warrants – series B 50,000 — 50,000 $ 400.00 May 17, 2031 Stonepeak/Evolve Warrants – series C 25,000 — 12,500 $ 600.00 May 17, 2031 Stonepeak/Evolve Warrants – series D 25,000 — 12,500 $ 800.00 May 17, 2031 Stonepeak/Evolve Warrants – series E 25,000 — 12,500 $ 1,200.00 May 17, 2031 Stonepeak/Evolve Warrants – series F 25,000 — 12,500 $ 1,600 May 17, 2031 Institutional/Accredited Investor Warrants 100,000 — 100,000 $ 150.00 July 29, 2027 359,125 309,125 Unit Purchase Option On February 19, 2020, Newborn sold to the underwriters of its initial public offering for $100, a unit purchase option (“UPO”) to purchase up to a total of 7,906 units at 460.00 per unit (or an aggregate exercise price of $3,636,875) commencing on the date of Newborn’s initial business combination, March 19, 2021, and expiring February 13, 2025. Each unit issuable upon exercise of the UPO consists of one and one -tenth five seven -in ASC 815 -40 , Derivatives and Hedging -Contracts | Note 11 — Stockholders’ Equity Reverse Stock Split The reverse stock split did not affect the number of authorized shares of the Company’s common stock or the par value of the common stock. Following the reverse stock split effectiveness on January Authorized Shares As of December 31, 2022, the Company has authorized two classes of stock to be designated, respectively, common stock, and preferred stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000, of which 100,000,000 authorized shares are Common Stock with a par value of $0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $0.0001 per share (“Preferred Stock”). Preferred Stock The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. No preferred stock of Nuvve Holding have been issued and or are outstanding. Common Stock General: Voting: Dividends: Liquidation: Shelf Registration and At the Market Offering On April 25, 2022, the Company filed a shelf registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) which will allow it to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $100.0 million. The shelf registration statement was declared effective on May 5, 2022. The Company believes that it will be able to raise capital by issuing securities pursuant to its effective shelf registration statement. On May 5, 2022, the Company entered into an at -the-market -Hallum price up to a total of $25.0 million in gross proceeds. The Agents will collect a fee equal to 3.0% of the gross sales price of all shares of common stock sold. Shares of common stock sold under the Sales Agreement are offered and sold pursuant to the Registration Statement described above. During the year ended December 31, 2022, the Company sold 19,822 Securities Purchase Agreement, Pre-Funded Warrants and Warrants On July 27, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 53,750 -funded -Funded The offering price for the Shares, and accompanying July 2022 Warrants, was $140.00 per Share and the offering price for the Pre -Funded -Funded -Funded -Funded six -Funded -Funded five -Funded -Funded -paid-in -Funded Craig -Hallum The July 2022 Offering was made pursuant to the Registration Statement, a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC on July 28, 2022, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. Placement Agency Agreement In connection with the July 2022 Offering, the Company also entered into a Placement Agency Agreement with the Placement Agent. Pursuant to the Placement Agency Agreement, the Company paid to the Placement Agent a fee equal to 6.0% of the gross proceeds received by the Company in the July 2022 Offering in the form of cash. Warrants — Stonepeak and Evolve On May 17, 2021, in connection with the signing of a letter of agreement, relating to the formation of Levo (the “Letter Agreement”), the Company issued to Stonepeak and Evolve ten -date sheets in additional -paid-in • • • • • The warrants may be exercised at any time on or after the date that is 180 Under the terms of the Letter Agreement, Stonepeak and Evolve will fund acquisition and construction costs up to an aggregate conditional capital commitment of $750 million. Stonepeak and Evolve will have the option to upsize their conditional capital commitments when Levo has entered into contracts with third parties for $500 million in aggregate conditional capital expenditures. See Note 19 of our 2021 Form 10 -K Warrants — Public and Private In connection with its initial public offering on February 19, 2020, Newborn sold 143,750 units, which included one warrant to purchase Newborn’s common stock (the “Public Warrants”). Also, on February 19, 2020, NeoGenesis Holding Co., Ltd., Newborn’s sponsor (“the Sponsor”), purchased an aggregate of 6,813 private units, each of which included one warrant (the “Private Warrants”), which have the same terms as the Public Warrants. Upon completion of the merger between Nuvve and Newborn, the Public Warrants and Private Warrants were automatically converted to warrants to purchase Common Stock of the Company. Each of the Public Warrants and Private Warrants entitles the holder to purchase one -half -trading The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement (Note 2), on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 35,625 of Newborn’s common stock, at a purchase price of $400.00 per share, for an aggregate purchase price of $14,250,000 (the PIPE). Upon closing of the PIPE immediately prior to the closing of the Business Combination (Note 2), the PIPE investors also received 0.048 PIPE Warrants to purchase the Company’s Common Stock for each share of Common Stock purchased. The PIPE Warrants are each exercisable for one -half Because the Private Warrants have dissimilar terms with respect to the Company’s redemption rights depending on the holder of the Private Warrants, the Company determined that the Private Warrants are required to be carried as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. The Private Warrant is reflected as a liability in the consolidated balance sheet as of December 31, 2022 and December 31, 2021 in the amount of $2,000 and $866,000 respectively, and the change in the fair value of the Private Warrant for the year ended December 31, 2022 and December 31, 2021 of is reflected as a gain of $864,000 and $387,228 respectively, in the consolidated statements of operations. The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at December 31, 2022: Number of Number of Number of Exercise Expiration Public Warrants 71,875 — 71,875 $ 460.00 March 19, 2026 Private Warrants 3,406 — 3,406 $ 460.00 March 19, 2026 PIPE Warrants 33,844 — 33,844 $ 460.00 March 19, 2026 Stonepeak/Evolve Warrants – series B 50,000 — 50,000 $ 400.00 May 17, 2031 Stonepeak/Evolve Warrants – series C 25,000 — 12,500 $ 600.00 May 17, 2031 Stonepeak/Evolve Warrants – series D 25,000 — 12,500 $ 800.00 May 17, 2031 Stonepeak/Evolve Warrants – series E 25,000 — 12,500 $ 1,200 May 17, 2031 Stonepeak/Evolve Warrants – series F 25,000 — 12,500 $ 1,600.00 May 17, 2031 Institutional/Accredited Investor 46,250 46,250 — $ 0.004 Until Exercised Institutional/Accredited Investor Warrants 100,000 — 100,000 $ 150.00 January 29, 2028 405,375 46,250 309,125 Unit Purchase Option On February 19, 2020, Newborn sold to the underwriters of its initial public offering for $100, a unit purchase option (“UPO”) to purchase up to a total of 7,906 units at $460.00 per unit (or an aggregate exercise price of $3,636,875) commencing on the date of Newborn’s initial business combination, March 19, 2021, and expiring February 13, 2025. Each unit issuable upon exercise of the UPO consists of one and one -tenth five seven -in ASC 815 -40 , Derivatives and Hedging -Contracts in an Entity’s Own Equity Put Option On March 19, 2021, the Closing Date of the Business Combination, EDF Renewables exercised its put option on the Company’s common shares held by them (see Note 2). As a result, on April 26, 2021, the Company reacquired 3,361 Securities Purchase Agreement On May 17, 2021, in connection with the signing of a Letter Agreement relating to the formation of a venture, Levo, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provides them from time to time between November 13, 2021 and November 17, 2028, with the option in their sole discretion, to purchase up to an aggregate of $250 million in shares of the Company’s common stock at a purchase price of $2,000.00 per share (allocated 90% to Stonepeak and 10% to Evolve). The grant -date -paid-in In connection with the signing of the Letter Agreement, as reference above, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve. The SPA includes customary representations and warranties and closing conditions and customary indemnification provisions. In addition, Stonepeak and Evolve may elect to purchase shares under the SPA on a cashless basis in the event of a change of control of the Company. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | ||
Stock-Based Compensation | Note 12 — Stock Option Plan In 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provides for the grant of restricted stock awards, stock options, and other share -based -statutory -based four Stock-based compensation expense recognized in selling, general, and administrative, and research and development are as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Options $ 663,369 $ 633,883 $ 2,014,240 $ 1,959,648 Restricted stock 423,928 377,790 1,409,735 2,178,883 Stock options – modified options 9,721 16,791 33,971 55,307 Profit interest units 31,226 152,315 (260,475 ) 293,165 Total $ 1,128,244 $ 1,180,779 $ 3,197,471 $ 4,487,003 The following is a summary of the stock option activity under the 2010 Plan for the nine months ended September 30, 2023: Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2022 21,338 116.40 5.70 — Granted — — — — Exercised — — — — Forfeited (210 ) 278.80 — — Expired/Cancelled (2,013 ) 213.60 — — Outstanding – September 30, 2023 19,115 103.20 3.77 — Options Exercisable at September 30, 2023 18,811 99.60 3.72 — Option Vested at September 30, 2023 18,811 99.60 3.72 — The weighted -average -date The following is a summary of the stock option activity under the 2020 Plan for the nine months ended September 30, 2023: Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2022 42,778 468.40 8.46 — Granted 2,895 22.80 — — Exercised — — — — Forfeited (927 ) 282.80 — — Expired/Cancelled (495 ) 362.00 — — Outstanding – September 30, 2023 44,251 444.40 7.81 — Options Exercisable at September 30, 2023 22,827 516.40 7.50 — Option Vested at September 30, 2023 22,827 444.40 7.50 — The weighted -average -date During the year ended December 31, 2021, 41,000 options were modified to lower the exercise price by $24.00 per share, which resulted in $246,000 of incremental compensation cost to be recognized over the remaining vesting period. The amount of additional compensation expense for the three and nine months ended September 30, 2023, was $9,721 and $33,971, respectively. The amount of additional compensation expense for the three and nine months ended September 30, 2022, was $16,791 and $55,307, respectively. Other Information: Nine Months Ended 2023 2022 Amount received from option exercised $ — $ 209,280 September 30, Weighted Total unrecognized options compensation costs $ 3,966,817 1.63 No amounts relating to the Plan have been capitalized. Compensation cost is recognized over the requisite service period based on the fair value of the options. A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2022, and changes during the nine months ended September 30, 2023, is presented below: Shares Weighted-Average Nonvested at December 31, 2022 10,906 257.20 Granted (1) 72,567 22.40 Vested/Release (71,666 ) 44.00 Cancelled/Forfeited (1,446 ) 184.40 Nonvested and Outstanding at September 30, 2023 10,361 99.20 (1) As of September 30, 2023, there was $631,929 of total unrecognized compensation cost related to nonvested restricted stock. The Company expects to recognize this compensation cost over a remaining weighted -average 0.84 | Note 12 — Stock-Based Compensation In 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provides for the grant of restricted stock awards, stock options, and other share -based -statutory -based four Stock-based compensation expense recognized in selling, general, and administrative, and research and development are as follows: Years Ended December 31, 2022 2021 Options $ 2,634,486 $ 2,643,242 Restricted stock 2,395,580 1,514,120 Total $ 5,030,066 $ 4,157,362 The Company uses the Black -Scholes -Scholes 2020 Plan Expected life of options (in years) (1) 6.1 Dividend yield (2) 0 % Risk-free interest rate (3) 2.75 % Volatility (4) 56.2 % ____________ (1) (2) (3) -free (4) The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to the Reverse Recapitalization, for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2021 25,876 128.40 5.90 5,688,501 Granted — — — — Exercised (1,493 ) 83.60 — — Forfeited (1,532 ) 313.60 — — Expired/Cancelled (1,513 ) 177.60 — — Outstanding – December 31, 2022 21,338 116.40 5.70 — Options Exercisable at December 31, 2022 19,935 102.80 4.44 — Option Vested at December 31, 2022 19,935 102.80 4.44 — There were no The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2021 40,071 527.20 9.27 46,920 Granted 8,810 174.40 $ — — Exercised — — — — Forfeited (6,033 ) 401.60 — — Expired/Cancelled (70 ) 330.00 — — Outstanding – December 31, 2022 42,778 468.40 8.46 — Options Exercisable at December 31, 2022 — — — — Option Vested at December 31, 2022 15,226 535.20 8.17 — The weighted -average -date During the year ended December 31, 2021, 41,000 options were modified to lower the exercise price by $24.00 per share, which will result in $246,000 of incremental compensation cost to be recognized over the remaining vesting period. The amount of additional compensation expense for the year ended December 31, 2022 and December 31, 2021, respectively, was $68,049 and $62,449, respectively. Other Information: Years Ended December 31, 2022 2021 Amount received from option exercised $ 245,748 $ 576,528 December 31, Weighted Total unrecognized options compensation costs $ 6,195,461 2.55 No amounts relating to the 2010 Plan or 2020 Plan have been capitalized. A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2021, and changes during the year ended December 31, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 8,845 440.00 Granted 12,585 122.80 Vested/Release (9,962 ) 244.80 Cancelled/Forfeited (561 ) 348.80 Nonvested and Outstanding at December 31, 2022 10,907 257.20 As of December 31, 2022, there was $1,830,932 of total unrecognized compensation cost related to nonvested restricted stock. The Company expects to recognize this compensation cost over a remaining weighted -average 1.04 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Income Taxes | Note 13 — Income Taxes Three Months Ended Nine Months Ended 2023 2022 2023 2022 Income tax expense $ — $ — $ — $ — Effective tax rate 0.0 % 0.0 % 0.0 % 0.0 % The effective tax rate used for interim periods is the estimated annual effective tax rate, based on current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The effective tax rate differed from the U.S. federal statutory tax rate primarily due to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes | Note 13 — Income Taxes Income (loss) before taxes includes the following components: Years Ended December 31, 2022 2021 United States $ (22,719,272 ) $ (74,262,131 ) Foreign (1,837,434 ) (354,181 ) Total income (loss) before income taxes (24,556,706 ) (74,616,312 ) Income tax expense is summarized as follows: Years Ended December 31, 2022 2021 Federal $ — $ — State 800 1,000 Current income tax expense 800 1,000 Federal — — State — — Deferred income tax expense $ — $ — Income tax expense $ 800 $ 1,000 The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 21% to loss before taxes is as follows: Years Ended December 31, 2022 2021 Federal income tax benefit at statutory federal tax rate $ (5,160,372 ) $ (15,669,426 ) State income tax, net of federal benefit (823,890 ) (776,843 ) Noncontrolling interest 113,157 449,037 Stock compensation 624,065 452,444 Change in fair value of warrants (2,517,157 ) 65,604 162(m) excess compensation — 237,247 Change in valuation allowance 7,666,631 9,413,411 Finance costs 54,802 5,643,259 Other 43,564 186,267 Income tax expense $ 800 $ 1,000 Significant components of the Company’s deferred tax assets (liabilities) are as follows: Years Ended December 31, 2022 2021 Equity investment $ (489,911 ) $ (576,523 ) Accrued liabilities and other 1,118,256 1,007,644 Right-of-use assets (1,246,870 ) (845,240 ) Lease liabilities 1,389,893 845,240 Research and experimental expenditures 1,507,144 — Net operating losses 15,772,670 9,953,429 Net deferred tax assets (liabilities) before valuation allowance 18,051,182 10,384,550 Valuation allowance (18,051,182 ) (10,384,550 ) Net deferred tax assets (liabilities) $ — $ — As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $59,202,000 and state net operating loss carryforwards of approximately $28,125,000. Of the federal net operating loss carryforwards, $3,070,000 will begin to expire in 2034, and the remainder do not expire. The state net operating loss carryforwards will begin to expire in 2034. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three -year A valuation allowance of $18,051,182 as of December 31, 2022, has been established against the Company’s deferred tax assets as is more likely than not such assets will be realized. The valuation allowance increased by $7,666,632 during the year ended December 31, 2022. In assessing if the deferred tax assets will be realized, the Company considers whether it is probable that some or all of the deferred tax assets will not be realized. In determining whether the deferred taxes are realizable, the Company considers the period of expiration of the tax asset, historical and projected taxable income, and tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances are provided to reduce the amounts of deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. As of December 31, 2022, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company does not anticipate material unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income tax as well as various states income tax. The Company’s income tax returns are open to audit under the statute of limitations for the years ended December 31, 2019 through 2023. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Net Loss Per Share Attributable to Common Stockholders [Abstract] | ||
Net Loss Per Share Attributable to Common Stockholders | Note 14 — Net Loss Per Share Attributable to Common Stockholders The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss attributable to Nuvve Holding Corp. common stockholders $ (8,575,188 ) $ (6,720,547 ) $ (24,697,046 ) $ (17,071,274 ) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 804,775 548,822 704,310 499,300 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (10.66 ) $ (12.25 ) $ (35.07 ) $ (34.19 ) The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti -dilutive Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options issued and outstanding 64,248 66,241 63,918 65,620 Nonvested restricted stock issued and outstanding 12,803 27,947 11,456 23,802 Public warrants 71,875 71,875 71,875 71,875 Private warrants 3,406 3,406 3,406 3,406 PIPE warrants 33,844 33,844 33,844 33,844 Stonepeak and Evolve warrants 150,000 150,000 150,000 150,000 Stonepeak and Evolve options 125,000 125,000 125,000 125,000 Institutional/Accredited Investor Warrants 100,000 68,478 100,000 23,077 Total 561,176 546,791 559,499 496,624 | Note 14 — Net Loss Per Share Attributable to Common Stockholders The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders: Years Ended December 31, 2022 2021 Net loss attributable to Nuvve Holding Corp. common stockholders $ (24,928,377 ) $ (72,842,401 ) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 524,297 416,362 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (47.55 ) $ (174.95 ) The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti -dilutive Years Ended December 31, 2022 2021 Stock options issued and outstanding 65,123 60,610 Nonvested restricted stock issued and outstanding 23,957 17,732 Public warrants 71,875 75,839 Private warrants 3,406 3,594 PIPE warrants 33,844 35,710 Stonepeak and Evolve warrants 150,000 125,735 Stonepeak and Evolve options 125,000 104,779 Institutional/Accredited Investor Warrants 42,466 — Total 515,671 423,999 |
Related Parties
Related Parties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Parties [Abstract] | ||
Related Parties | Note 15 — Related Parties As described in Note 6, the Company holds equity interests in and provides certain consulting services to Dreev, an entity in which a stockholder of the Company owns the other portion of Dreev’s equity interests. During the three and nine months ended September 30, 2023, the Company recognized revenue of $63,407 and $129,077, respectively, from an entity that is an investor in the Company. During the three and nine months ended September 30, 2022, the Company recognized revenue of zero and $28,000, respectively, from an entity that is an investor in the Company. The Company had a balance of accounts receivable of approximately zero at both September 30, 2023 and December 31, 2022 from the same entity that is an investor in the Company. | Note 15 — Related Parties As described in Note 6 During the year ended December 31, 2022, the Company recognized revenue of $40,500 from an entity that is a stockholder of the Company. During the year ended December 31, 2021, the Company recognized revenue of $399,620 from the same entity that is a stockholder in the Company. The Company had a balance of accounts receivable of zero each at December 31, 2022 and December 31, 2021, from the same entity that is an investor in the Company. Equity Purchase The Company’s Chief Executive Officer and Chief Operating Officer purchased 3,363 |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Leases | Note 16 — Leases The Company has entered into leases for commercial office spaces and vehicles. These leases are not unilaterally cancellable by the Company, are legally enforceable, and specify fixed or minimum amounts. The leases expire at various dates through 2031 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs. Supplemental unaudited condensed consolidated balance sheet information related to leases is as follows: Classification September 30, December 31, Operating lease assets Right-of-use operating lease assets $ 4,959,255 5,305,881 Finance lease assets Property, plant and equipment, net 14,001 18,467 Total lease assets $ 4,973,256 $ 5,324,348 Operating lease liabilities – current Operating lease liabilities – current $ 859,820 824,326 Operating lease liabilities – noncurrent Operating lease liabilities – noncurrent 4,746,575 5,090,170 Finance lease liabilities – current Other liabilities 7,081 7,184 Finance lease liabilities – noncurrent Other long-term liabilities 8,821 12,959 Total lease liabilities $ 5,622,297 $ 5,934,639 The components of lease expense are as follows: Classification Three Months Three Months Nine Months Nine Months Operating lease expense Selling, general and administrative $ 228,633 $ 241,852 $ 685,900 $ 582,449 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 1,414 1,413 4,242 8,804 Interest on finance lease liabilities Interest income, net 424 553 1,373 1,791 Total lease expense $ 230,471 $ 243,818 $ 691,515 $ 593,044 Operating Finance Maturities of lease liabilities are as follows: September 30, September 30, 2023 $ 212,650 $ 1,770 2024 892,212 7,080 2025 893,046 7,081 2026 921,273 1,770 2027 946,683 — Thereafter 3,798,553 — Total lease payments 7,664,417 17,701 Less: interest (2,058,022 ) (1,799 ) Total lease obligations $ 5,606,395 $ 15,902 Lease term and discount rate: September 30, December 31, Weighted-average remaining lease terms (in years): Operating lease 8.0 9.0 Finance lease 2.5 3.3 Weighted-average discount rate: Operating lease 7.8 % 7.8 % Finance lease 7.8 % 7.8 % Other Information: Nine Months Nine Months Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows – operating leases $ 355,133 $ 111,391 Operating cash flows – finance leases $ 8,507 $ 1,791 Financing cash flows – finance leases $ 5,375 $ 7,396 Leased assets obtained in exchange for new finance lease liabilities $ 14,001 $ 18,187 Leased assets obtained in exchange for new operating lease liabilities $ — $ — Sublease In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company’s 4,811 square foot expansion. The term of the sublease is six twelve Sublease income are as follows: Classification Three Months Three Months Nine Months Nine Months Sublease lease income Other, net $ 134,402 $ 64,750 $ 366,087 $ 84,875 Lessor In February 2022, the Company entered into a 10 year master services agreement (“MSA”) with a certain school district for FaaS to electrify their school bus fleet. A statement of work (“SOW”) for engineering, procurement and construction (“EPC”) was also executed in conjunction with the MSA. As part of this SOW, the Company will provide electric vehicle supply equipment (“EVSE”) and related warranties, infrastructure engineering and construction, installation of EVSE, and subscription services to Nuvve’s V2G GIVe platform. The MSA has both lease and non -lease -lease -type Lease income are as follows: Classification Three Months Three Months Nine Months Nine Months Lease income Products and services $ — $ — $ 24,027 $ — Interest income Products and services 3,797 10,228 — Total lease income $ 3,797 $ — $ 34,255 $ — | Note 16 — Leases The Company has entered into leases for commercial office spaces and vehicles. These leases are not unilaterally cancellable by the Company, are legally enforceable, and specify fixed or minimum amounts. The leases expire at various dates through 2031 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs. On May 16, 2021, the Company entered into a ten On November 3, 2021, the Company entered into an amendment of its Main Office Lease to include an additional 4,811 rentable square feet in the suite adjoining its main office facilities in San Diego, California. The lease term will run concurrently with the main office lease which commenced in December 2021. The lease terms include 3% annual fixed increases in the base rental payment. The lease also requires the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The lease term commenced on April 15, 2022, and the Company will receive two months of rental abatement to the base rent. The Company was required to provide an additional letter of credit in the amount of $100,000 to the landlord upon commencement of the lease, and this amount is recorded as restricted cash. In July 2022, the Company entered into a lease agreement in Westland, Michigan for 10,000 square feet of warehouse space for the purpose of having its own controlled warehouse facility for its finished inventories. The term of the lease is 36 months with a fixed rent of $5,625 per month. There is an option to renew the lease for an additional 36 months, and it is probable that the Company will exercise the renewal option. There is no option to purchase the premises at lease termination. Supplemental consolidated balance sheet information related to leases is as follows: Classification December 31, December 31, Operating lease assets Right-of-use operating lease assets $ 5,305,881 $ 3,483,042 Finance lease assets Property and equipment, net 18,467 25,664 Total lease assets $ 5,324,348 $ 3,508,706 Operating lease liabilities – current Operating lease liabilities – current $ 824,326 41,513 Operating lease liabilities – noncurrent Operating lease liabilities – noncurrent 5,090,170 3,441,642 Finance lease liabilities – current Other liabilities – current 7,184 7,634 Finance lease liabilities – noncurrent Other long-term liabilities 12,959 18,860 Total lease liabilities $ 5,934,639 $ 3,509,649 The components of lease expense are as follows: Classification Year Ended Year Ended Operating lease expense Selling, general and $ 811,082 $ 219,712 Finance lease expense: Amortization of finance lease assets Selling, general and 5,594 2,998 Interest on finance lease liabilities Interest expense 2,248 3,636 Total lease expense $ 818,924 $ 226,346 Operating Finance Maturities of lease liabilities are as follows: December 31, December 31, 2023 $ 860,418 $ 7,184 2024 892,212 7,184 2025 893,046 7,184 2026 921,273 1,796 2027 946,683 — Thereafter 3,798,554 — Total lease payments 8,312,186 23,348 Less: interest (2,397,690 ) (3,205 ) Total lease liabilities $ 5,914,496 $ 20,143 Lease term and discount rate: December 31, December 31, Weighted-average remaining lease terms (in years): Operating lease 9.0 9.9 Finance lease 3.3 4.5 Weighted-average discount rate: Operating lease 7.8 % 7.8 % Finance lease 7.8 % 7.8 % Other Information: Years Ended Years Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 202,844 $ 100,292 Operating cash flows from finance leases related to interest expense $ 2,248 $ 3,636 Financing cash flows from finance leases $ 9,691 $ 5,839 Leased assets obtained in exchange for new finance lease liabilities $ 18,467 $ 25,664 Leased assets obtained in exchange for new operating lease liabilities $ — $ — Sublease In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company’s 4,811 square foot expansion. The term of the sublease is six months to twelve months with fixed base rental income ranging from $2,250 to $14,500 per month. The sublease has no option for renewal or extension at the end of the sublease term. Sublease income are as follows: Classification Year Ended Year Ended Sublease lease income Other, net $ 143,192 $ — Lessor In 2022, the Company entered into a 10 -lease -lease -type Lease income are as follows: Classification Year Ended Year Ended Lease income Products and services $ 99,981 $ — Interest income Products and services 3,341 — Total lease income $ 103,322 $ — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 17 — Commitments and Contingencies (a) Legal Matters The Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. Please see Note 17(e) below for details regarding a legal proceeding currently pending with a Company supplier. Also, please refer to Note 17(g) below for details regarding a new legal proceeding arising after the current quarter with another Company supplier. (b) Research Agreement Effective September 1, 2016, the Company is party to a research agreement with a third party, which is also a Company stockholder, whereby the third party will perform research activity as specified annually by the Company. Under the terms of the agreement, the Company paid a minimum of $400,000 annually in equal quarterly installments. For the nine months ended September 30, 2023 and 2022, $300,000 each was paid under the research agreement. In October 2022, the agreement was renewed for one (c) In -Licensing The Company is a party to a licensing agreement for non -exclusive 20 . In November 2017, the Company executed an agreement (“IP Acquisition Agreement”) with the University of Delaware (“Seller”) whereby all rights, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $500,000 and common shares valued at $1,491,556. The total acquisition cost of $1,991,556 was capitalized and is being amortized over the fifteen access to the Company’s GIVe platform system for a period of at least six consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows: Milestone Event: Aggregated Vehicles Milestone 10,000 $ 500,000 20,000 750,000 40,000 750,000 60,000 750,000 80,000 750,000 100,000 1,000,000 200,000 1,000,000 250,000 2,000,000 $ 7,500,000 The Seller will retain a non -exclusive -free (d) Investment The Company is committed to possible future additional contributions to the Investment in Dreev (Note 6) in the amount of $270,000. (e) Purchase Commitments On July 20, 2021, Nuvve issued a purchase order (“PO”) to its supplier, Rhombus Energy Solutions, Inc. (“Rhombus”), for a quantity of DC fast chargers and dispensers for EVs (the “DC Chargers”), for a total price of $13.2 million, with the delivery date specified as the week of November 15, 2021. However, the supplier subsequently notified Nuvve that it would be unable to meet the contracted delivery date as a result of supply chain issues. The parties therefore agreed to change the delivery date to on or about December 15, 2021. As of the end of December 31, 2021, Nuvve received a partial shipment of the DC Chargers, for which Nuvve paid $6.3 million. The delivered DC Chargers did not fully conform to required software and hardware specifications. In April 2022, the parties agreed to address the technical issues necessary to bring the DC charges into full conformity with specifications, and to amend the mix defined in the original PO for the delivery of the remaining DC Chargers still subject to the original PO. As of September 30, 2023, the supplier is still in the process of bringing the delivered DC Chargers into full conformance. No amendments to the original PO have been executed. To the extent Nuvve and the supplier are unable to align on mutually agreeable terms to resolve the dispute relating to the PO, Nuvve believes it has no obligation to purchase or accept delivery against the PO given that the supplier failed to timely deliver conforming DC Chargers in accordance with the stated PO terms. The supplier asserts, however, that the original PO was non -cancellable -refundable -conformance its defense. The outcome of any such proceeding is inherently uncertain, and the amount and/or timing of any liability or expense resulting from such a proceeding is not reasonably estimable at this time. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on the Company because of defense and settlement costs, diversion of resources and other factors. (f) Due to Customers During the nine months ended September 30, 2023, the Company received $21.83 million in Environmental Protection Agency’s 2022 Clean School Bus Rebates on behalf of its customers. The Company is partnering with these customers to implement their Clean School Bus programs. Through September 30, 2023, the Company had invoiced and retained $0.92 million for products and services provided to these customers under the grant award, and a balance of $9.83 million represents the amount due to customers, which the Company has recorded in the condensed consolidated balance sheets. (g) School Bus Storage Litigation In October and November 2021, the Company purchased an aggregate of five school buses from Blue Bird Bus Sales of Pittsburgh, Inc. (“Blue Bird”). Thereafter, the Company entered into agreements to sell these buses to certain third -party On November 1, 2023, the court granted the Company’s petition for preliminary injunction requiring Blue Bird to release and provide keys for the four buses and to provide the MSOs for all five buses, contingent on the Company posting an injunction bond in the amount of $0.55 million within seven days of the order. The Company timely posted the injunction bond on November 7, 2023. The Company anticipate that the storage fee dispute with Blue Bird will be adjudicated in the first quarter of fiscal year 2024. | Note 17 — Commitments and Contingencies (a) Legal Matters The Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. (b) Research Agreement Effective September 1, 2016, the Company is party to a research agreement with a third party, which is also a Company stockholder, whereby the third party will perform research activity as specified annually by the Company. Under the terms of the agreement, the Company paid a minimum of $400,000 annually in equal quarterly installments. For each of the years ended December 31, 2022 and 2021, $400,000 was paid under the research agreement. At December 31, 2022, we have $266,667 remaining to be paid under a renewed agreement. (c) In-Licensing The Company is a party to a licensing agreement for non -exclusive . In November 2017, the Company executed an agreement (“IP Acquisition Agreement”) with the University of Delaware (Seller) whereby all right, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $500,000 and the Company’s common shares valued at $1,491,556. The total acquisition cost of $1,991,556 was capitalized and is being amortized over the fifteen Milestone Event: Aggregated Vehicles Milestone 10,000 $ 500,000 20,000 750,000 40,000 750,000 60,000 750,000 80,000 750,000 100,000 1,000,000 200,000 1,000,000 250,000 2,000,000 $ 7,500,000 The Seller will retain a non -exclusive -free (d) Investment The Company is committed to possible future additional contributions to the Investment in Dreev ( Note 6 (e) Purchase Commitments On July 20, 2021, Nuvve issued a purchase order (“PO”) to its supplier for a quantity of DC Chargers, for a total price of $13.2 million, with the delivery date specified as the week of November 15, 2021. However, the supplier subsequently notified Nuvve that it would be unable to meet the contracted delivery date as a result of supply chain issues. The parties therefore agreed to change the delivery date to on or about December 15, 2021. As of the end of December 31, 2021, Nuvve received a partial shipment of the DC Chargers, for which Nuvve paid $6.3 million. The delivered DC Chargers did not fully conform to required software and hardware specifications. In April 2022, the parties agreed to address the technical issues necessary to bring the DC charges into full conformity with specifications, and to amend the mix defined in the original PO for the delivery of the remaining DC Chargers still subject to the original PO. As of December 31, 2022, the supplier is still in the process of bringing the delivered DC Chargers into full conformance. No amendments to the original PO have been executed. To the extent Nuvve and the supplier are unable to align on mutually agreeable terms to resolve the dispute relating to the PO, Nuvve believes it has no obligation to purchase or accept delivery against the PO given that the supplier failed to timely deliver conforming DC Chargers in accordance with the stated PO terms. The supplier asserts, however, that the original PO was non -cancellable -refundable -conformance |
Non-Controlling Interest
Non-Controlling Interest | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Non-Controlling Interest | Note 18 — Non-Controlling Interest For entities that are consolidated, but not 100% owned, a portion of the net income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the net income or loss and corresponding equity that is not owned by the Company is included in non -controlling Non -controlling -controlling -controlling -controlling Levo Series B Redeemable Preferred Stock Levo is authorized to issue 1,000,000 The Series B Preferred Stock (a) pays a dividend, when, as and if declared by Levo’s Board of Directors, of 8.0% per annum of the stated value per share, payable quarterly in arrears, (b) has an initial stated value of $1,000 per share, and dividends are paid in cash. Levo accrues for undeclared and unpaid dividends as they are payable in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware. At September 30, 2023, Levo had accumulated unpaid accrued preferred dividends of $538,668, included in accrued liabilities, on 3,138 issued and outstanding shares of Series B Preferred Stock. Series B Preferred Stock is not a participating or convertible securities. Series B Preferred Stock is not currently redeemable but it could be redeemable with the passage of time at the election of Levo or the preferred shareholders or upon the occurrence of a trigger event as defined in the preferred stock agreement. Since the redeemable preferred stock may be redeemed by the preferred shareholders or upon the occurrence of a trigger event that is not solely within the control of Levo, but is not mandatorily redeemable; therefore, based on its characteristics, Levo has classified the Series B Preferred Stock as mezzanine equity. At September 30, 2023, Series B Preferred Stock consisted of the following: Shares Authorized Shares Stated Value Initial Cumulative Liquidation 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 538,668 $ 3,676,668 The Company has determined that the redemption features embedded in the non -controlling The redeemable preferred stock has been initially recognized at fair value of $3,138,000, the proceeds on the date of issuance. This amount has been further reduced by $497,606, the fair value of the embedded derivative liability at date of issuance, resulting in an adjusted initial value of $2,640,394. Levo is accreting the difference between the adjusted carrying initial value and the redemption price value over the seven -year The following table summarizes Levo non -controlling September 30, December 31, Beginning Balance $ (3,950,186 ) (2,501,633 ) Net income (loss) attributable to non-controlling interests $ 23,039 (538,841 ) Less: dividends paid to non-controlling interests 212,062 263,846 Less: Preferred share accretion adjustment 484,398 645,866 Non-controlling interests $ (4,623,607 ) $ (3,950,186 ) The following table summarizes Levo non -controlling Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net income (loss) attributable to non-controlling interests $ 8,285 $ (168,985 ) $ 23,039 $ (459,863 ) Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity September 30, December 31, Beginning balance $ 3,547,765 $ 2,901,899 Preferred share Accretion adjustment 484,398 645,866 Ending balance $ 4,032,163 $ 3,547,765 Profits Interests Units (Class D Incentive Units) In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation — Stock Compensation Compensation — General Subject to the grantee not incurring a termination prior to the applicable vesting date, the Incentive Units will vest as follows: (i) 80% of the Incentive Units will vest in equal 25.0% installments on each of the first four (4) anniversaries of the grant date (such that 80% of the total number of Incentive Units issued to the grantee hereunder will be vested on the fourth anniversary of the Grant Date) and (ii) the remaining 20% of the Incentive Units will vest upon a Change of Control. Therefore, the expenses recorded will only reflect the 80% vesting portion. During the three and nine months ended September 30, 2023, the Company recorded compensation expenses, included in selling, general, and administrative, under the Profits Interests of $31,226 and $95,908, respectively. During the three and nine months ended September 30, 2022, the Company recorded compensation expenses, included in selling, general, and administrative, under the Profits Interests of $152,315 and $293,165, respectively. The Company uses the Monte Carlo Simulation model to estimate the fair value of Class D Incentive Units. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the Monte Carlo Simulation model to calculate the fair value of Class D Incentive Units outstanding as of September 30, 2023. Class D Units Expected life of Class D Incentive Units (in years) (1) 5.5 Risk-free interest rate (2) 3.02 % Volatility (3) 69.50 % (1) (2) -free (3) A summary of the status of the Company’s Class D Incentive Units as of December 31, 2022, and changes during the nine months ended September 30, 2023, is presented below: Shares Weighted- Nonvested at December 31, 2022 250,000 13.28 Granted — — Vested — — Cancelled (1) 200,000 12.49 Nonvested and Outstanding at September 30, 2023 50,000 12.49 (1) As of September 30, 2023, there was $314,607 of total unrecognized compensation cost related to nonvested Class D Incentive Units. The Company expects to recognize this compensation cost over a remaining weighted -average 2.25 | Note 18 — Non-Controlling Interest For entities that are consolidated, but not 100% owned, a portion of the net income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the net income or loss and corresponding equity that is not owned by the Company is included in non -controlling Non -controlling -controlling -controlling -controlling Levo Series B Redeemable Preferred Stock Levo is authorized to issue 1,000,000 The Series B Preferred Stock (a) pays a dividend, when, as and if declared by Levo’s Board of Directors, of 8.0% per annum of the stated value per share, payable quarterly in arrears, (b) has an initial stated value of $1,000 per share, and dividends are paid in cash. Levo accrues for undeclared and unpaid dividends as they are payable in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware. At December 31, 2022, Levo had cumulative unpaid accrued preferred dividends of $326,606 on 3,138 issued and outstanding shares of Series B Preferred Stock. Series B Preferred Stock is not a participating or convertible securities. Series B Preferred Stock is not currently redeemable but it could be redeemable with the passage of time at the election of Levo or the preferred shareholders or upon the occurrence of a trigger event as defined in the preferred stock agreement. Since the redeemable preferred stock may be redeemed by the preferred shareholders or upon the occurrence of a trigger event that is not solely within the control of Levo, but is not mandatorily redeemable; therefore, based on its characteristics, Levo has classified the Series B Preferred Stock as mezzanine equity. At December 31, 2022, Series B Preferred Stock consisted of the following: Shares Authorized Shares Stated Value Initial Accrued Liquidation 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 326,606 $ 3,464,606 The Company has determined that the redemption features embedded in the non -controlling The redeemable preferred stock has been classified as mezzanine equity, and initially recognized at fair value of $3,138,000, the proceeds on the date of issuance. This amount has been further reduced by $497,606 the fair value of the embedded derivative liability at date of issuance, resulting in an adjusted initial carrying value of $2,640,394. Levo is accreting the difference between the adjusted carrying initial value and the redemption price value over the seven -year The following table summarizes Levo non -controlling December 31, December 31, Add: net loss attributable to non-controlling interests $ (538,841 ) (2,138,272 ) Less: dividends paid or accrued to non-controlling interests 263,846 101,856 Less: Preferred share accretion adjustment 645,866 261,505 Non-controlling interests $ (1,448,553 ) $ (2,501,633 ) The following table summarizes Levo non -controlling December 31, December 31, Net loss attributable to non-controlling interests $ (538,841 ) $ (2,138,272 ) Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity December 31, December 31, Beginning balance $ 2,901,899 $ — Beginning redemption value (at fair value) — 3,138,000 Less: Non-controlling redeemable preferred shares – embedded derivatives — 497,606 Adjusted initial carrying value 2,901,899 2,640,394 Preferred share accretion adjustment 645,866 261,505 Ending balance $ 3,547,765 $ 2,901,899 Profits Interests Units (Class D Incentive Units) In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation — Stock Compensation Compensation — General Subject to the grantee not incurring a termination prior to the applicable vesting date, the Incentive Units vest as follows: (i) 80% of the Incentive Units will vest in equal 25% installments on each of the first four (4) anniversaries of the grant date (such that 80% of the total number of Incentive Units issued to the grantee hereunder will be vested on the fourth anniversary of the Grant Date) and (ii) the remaining 20% of the Incentive Units will vest upon a Change of Control. Therefore, the expenses recorded will only reflect the 80% vesting portion. During the year ended December 31, 2022, the Company recorded compensation expense, included in selling, general, and administrative, under the Profits Interests of $445,479. The Company uses the Monte Carlo Simulation model to estimate the fair value of Class D Incentive Units. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the Monte Carlo Simulation model to calculate the fair value of Class D Incentive Units granted for the year ended December 31, 2022. Class D Units Expected life of Class D Incentive Units (in years) (1) 5.5 Risk-free interest rate (2) 3.02 % Volatility (3) 69.50 % ____________ (1) (2) -free (3) A summary of the status of the Company’s Class D Incentive Units as of December 31, 2021, and changes during year ended December 31, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 — — Granted 250,000 13.28 Vested — — Cancelled — — Nonvested and Outstanding at December 31, 2022 250,000 13.28 As of December 31, 2022, there was $1,991,555 of total unrecognized compensation cost related to nonvested Class D Incentive Units. The Company expects to recognize this compensation cost over a remaining weighted -average 3.3 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 19 — Subsequent Events October 2023 Offerings On October 18, 2023, the Company entered into a marketed offering relating to the issuance and sale of 178,571 -day -allotments -allotments -allotments On October 25, 2023, the Company entered into a definitive agreement with a single institutional investor for the purchase and sale of 344,324 -funded -funded Termination of 2023 ATM Offering Program On October 16, 2023, the Company and the Agent agreed to terminate the ATM Agreement, dated January 31, 2023 between the Company and the Agent, effective immediately. | Note 19 — Subsequent Events January 2023 ATM Offering Program On January 31, 2023, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Craig -Hallum -Hallum February 2023 Registered Direct Offering On February 17, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with a certain institutional and accredited investor, relating to the issuance and sale of 13,587 Sale of Switch Investment On March 30, 2023, the Company sold its investment interest in Switch for $1.3 million. The company had invested $1.0 million in Switch for an advanced subscription agreement dated June 6, 2022. See Note 6 for further details. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying (i) unaudited condensed consolidated balance sheet as of December 31, 2022, which has been derived from audited financial statements, and (ii) unaudited interim condensed consolidated financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included elsewhere in this prospectus. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2023 or any future period. In accordance with Accounting Standards Codification (“ASC”) 205 -40 Management plans to fund current operations through increased revenues and if required cash saving measures and or raising additional capital. Management’s expectations with respect to the Company’s ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows could be higher than currently anticipated. Should this occur, management plans to implement cash saving measures during this time period, including reductions in discretionary expenses related to consultants, travel, personnel, and personnel -related -the-market The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Business Combination between Newborn, a Special Purpose Acquisition Company (“SPAC”), the Company, prior to the Business Combination a wholly owned subsidiary of Newborn, and Nuvve Corp., prior to the Business Combination a privately held operating company, pursuant to which the Company acquired the outstanding shares of Nuvve Corp. (see Business Combination below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Newborn was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nuvve Corp. issuing stock for the net assets of Newborn, accompanied by a recapitalization. The net assets recorded from Newborn are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Nuvve Corp. The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated to reflect the exchange ratio established in the Business Combination. In accordance with the related Going Concern accounting standards, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the that the consolidated financial statements are issued. Since inception, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $117.0 million and $92.9 million as of December 31, 2022 and December 31, 2021, respectively. During the years ended December 31, 2022 and December 31, 2021, the Company incurred an operating loss of $36.9 million and $27.2 million, respectively, and used $34.1 million and $29.2 million, respectively, of cash in operations. The Company continues to expect to generate operating losses and negative cash flows and may need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company’s GIVe platform and the achievement of a level of revenues adequate to support its cost structure. Management plans to fund current operations through increased revenues and if required cash saving measures and or raising additional capital. Management’s expectations with respect to the Company’s ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows could be higher than currently anticipated. Should this occur, management plans to implement cash saving measures during this time period, including reductions in discretionary expenses related to consultants, travel, personnel, and personnel -related -the-market The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation. Variable Interest Entities Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity (“VIE”). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo’s common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non -controlling Assets and Liabilities of Consolidated VIEs The Company’s condensed consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in “Net income (loss) attributable to non -controlling -controlling -controlling The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIEs. The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s condensed consolidated balance sheets at September 30, 2023 and December 31, 2022: September 30, December 31, Assets Cash $ 27,225 $ 27,629 Prepaid expenses and other current assets 1,874 59,794 Total Assets $ 29,099 $ 87,423 Liabilities Accounts payable $ 13,680 $ 8,165 Accrued expenses and dividend payable 538,667 336,713 Derivative liability – non-controlling redeemable preferred shares 285,640 359,225 Total Liabilities $ 837,987 $ 704,103 | Principles of Consolidation The consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation. Variable Interest Entities Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity (“VIE”). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors at risk lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo’s common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non -controlling Assets and Liabilities of Consolidated VIEs The Company’s consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in “Net loss attributable to non -controlling -controlling -controlling The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIEs. The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s consolidated balance sheets: December 31, December 31, Assets Cash $ 27,629 $ 28,446 Prepaid expenses and other current assets 59,794 — Total Assets $ 87,423 $ 28,446 Liabilities Accounts payable $ 8,165 $ — Accrued expenses and dividend payable 336,713 $ 116,754 Derivative liability – non-controlling redeemable preferred shares 359,225 511,948 Total Liabilities $ 704,103 $ 628,702 |
Redeemable Non-Controlling Interest — Mezzanine Equity | Redeemable Non-Controlling Interest — Mezzanine Equity Redeemable non -controlling -controlling -controlling -paid-in-capital -controlling -controlling | Redeemable Non-Controlling Interest — Mezzanine Equity Redeemable non -controlling -controlling -controlling -paid-in-capital -controlling -controlling |
Non-controlling interests | Non-controlling interests The Company presents non -controlling -controlling -controlling | Non-controlling interests The Company presents non -controlling -controlling -controlling Profits Interests Units (Class D Incentive Units) In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation — Stock Compensation Compensation — General |
Business Combination | Business Combination The Company is party to a merger agreement (as amended, the “Merger Agreement”), dated as of November 11, 2020 and amended as of February 20, 2021, by and among Newborn, a Cayman Islands company, the Company, a Delaware corporation and prior to the Business Combination a wholly owned subsidiary of Newborn, Nuvve Merger Sub Inc., a Delaware corporation and prior to the Business Combination a wholly -owned On March 16, 2021, Newborn held an extraordinary general meeting of its shareholders, at which Newborn’s shareholders approved the Business Combination, along with certain other related proposals. On March 19, 2021 (the “Closing Date”), the parties consummated the Business Combination. Pursuant to the Merger Agreement, the Business Combination was effected in two steps: (i) Newborn reincorporated to the State of Delaware by merging with and into the Company, with the Company surviving as the publicly -traded -owned Immediately prior to the effectiveness of the Reincorporation Merger and the Acquisition Merger, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, pursuant to which, among other things, the Company changed its name to “Nuvve Holding Corp.” and adopted certain other changes that the Company’s Board of Directors deemed appropriate for an operating public company. In connection with the entry into the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements (the “Subscription Agreements”) with certain accredited Private Investment in Public Equity investors (the “PIPE Investors”), under which, immediately before the closing of the Business Combination, the PIPE Investors purchased 35,625 ordinary shares of Newborn, at a purchase price of $400.00 per share, for an aggregate purchase price of $14,250,000 in a private placement (the “PIPE”). The PIPE Investors also received warrants to purchase 33,844 ordinary shares of Newborn (the “PIPE Warrants”) that were identical to Newborn’s other outstanding warrants. Also, on November 11, 2020, Nuvve Corp. entered into a bridge loan agreement with an accredited investor, under which, on November 17, 2020, the investor purchased a $4,000,000 6% Senior Secured Convertible Debenture from Nuvve Corp. (the “Bridge Loan”), which automatically converted into shares of Nuvve Corp.’s common stock immediately before the closing of the Business Combination. Upon the closing of the Reincorporation Merger, each of Newborn’s outstanding units was automatically separated into its constituent securities, and Newborn’s outstanding securities (including the Newborn ordinary shares and Newborn warrants purchased by the PIPE Investors) were converted into a like number of equivalent securities of the Company, except that each of Newborn’s rights was converted automatically into one -tenth Upon the closing of the Acquisition Merger, each share of Nuvve Corp.’s common stock outstanding immediately prior to the effective time of the Acquisition Merger (including the shares issued upon conversion of Nuvve Corp.’s preferred stock and upon conversion of the Bridge Loan as described above) automatically was converted into approximately 0.005310076 The Closing Exchange Ratio was determined by taking (i) a number of shares of the Company’s common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $400.00 per share, and dividing it by (ii) the sum of (x) the total number of shares of Nuvve Corp.’s common stock outstanding as of immediately prior to closing (including the shares issued upon conversion of Nuvve Corp.’s preferred stock, but excluding the shares issued upon conversion of the Bridge Loan) and (y) the total number of shares of Nuvve Corp.’s common stock issuable upon exercise of Nuvve Options outstanding immediately prior to the closing. The “Closing Merger Consideration” was determined by taking $100,000,000, subtracting the amount of Nuvve Corp.’s indebtedness for borrowed money as of the closing of the Acquisition Merger (excluding Payroll Protection Program loans eligible for forgiveness), which was zero, and adding the aggregate exercise price of the Nuvve Options outstanding as of the date of the Merger Agreement or granted prior to the closing of the Acquisition Merger, which was $4,265,785. Additionally, the former stockholders of Nuvve Corp. would have been entitled to receive up to 4.0 million earn -out -out -out -out Pursuant to a purchase and option agreement, dated as of November 11, 2020 (the “Purchase and Option Agreement”), between the Company and EDF Renewables, Inc. (“EDF Renewables”), a former stockholder of Nuvve Corp. and the owner of more than 5% of the Company’s common stock, immediately after the closing, the Company repurchased 15,000 Pursuant to a letter agreement dated April 23, 2021, the Company’s Chief Executive Officer and Chief Operating Officer committed to purchase from the Company, and the Company committed to sell to them, 3,362 As agreed between the parties to the Merger Agreement, immediately following the closing of the Acquisition Merger, the Company’s board of directors consisted of seven directors. A majority of the directors qualified as independent directors under rules of Nasdaq. In Newborn’s initial public offering, Newborn issued 143,750 units at $400.00 per unit. Each unit issued in the initial public offering consisted of one ordinary share, one warrant to purchase one -half -tenth -half -tenth Also on March 19, 2021, the PIPE closed, and the Company received cash proceeds, net of $2,500 of transaction costs, of $14,247,500. | |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt -out -EGCs -out -out | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay adoption of new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt -out -EGCs -out -out |
COVID-19 | COVID-19 The on -going -19 -19 -19 -going -19 | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share -based Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share -based Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. |
Warrants | Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815 -40 Derivatives and Hedging — Contracts in an Entity’s Own Equity -in | |
Foreign Currency Matters | Foreign Currency Matters For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S. dollar. All local foreign currency asset and liability amounts are remeasured into U.S. dollars at balance sheet date exchange rates, except for inventories, prepaid expenses, and property, plant, and equipment, which are remeasured at historical rates. Foreign currency revenue and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which are remeasured at historical exchange rates. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the consolidated statements of operations. The financial position and results of operations of the Company’s non -U | |
Cash and Restricted Cash | Cash and Restricted Cash The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. In connection with a new office lease agreement, the Company was required to provide an irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The amount securing the letter of credit was recorded as restricted cash as of September 30, 2023 and December 31, 2022 was $480,000. | Cash and Restricted Cash The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. In connection with a new office lease agreement, the Company was required to provide irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The total amount securing the letter of credit and recorded as restricted cash as of December 31, 2022 and December 31, 2021 was $480,000 and $380,000, respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of payments due from customers under the Company’s contracts with customers. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, assessment of their credit history, and review of the invoicing terms of the contract. The Company maintains an allowance for doubtful accounts for potential credit losses on customer accounts when deemed necessary. Based on the analysis, the Company recorded an allowance for doubtful accounts as of December 31, 2022 and December 31, 2021. See Note 7 for details. | |
Concentrations of Credit Risk | Concentrations of Credit Risk At September 30, 2023 and December 31, 2022, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the three and nine months ended September 30, 2023 three and two customers accounted for 62.2% and 30.9% of revenue, respectively. For the three and nine months ended September 30, 2022 three and two customers accounted for 62.4% and 51.1% of revenue, respectively. During the three and nine months ended September 30, 2023, the Company’s top five customers accounted for approximately 74.3% and 46.2%, respectively, of the Company’s total revenue. During the three and nine months ended September 30, 2022, the Company’s top five customers accounted for approximately 81.9% and 63.7%, respectively, of the Company’s total revenue. At September 30, 2023, three customers accounted for 65.5% of accounts receivable. At December 31, 2022, three customers accounted for 40.6% of accounts receivable. Approximately 78.0% and 53.6% of the Company’s trade accounts receivable balance was with five customers at September 30, 2023 and December 31, 2022, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short -term | Concentrations of Credit Risk At December 31, 2022 and 2021, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the years ended December 31, 2022 and 2021, one customer accounted for 32.1%, and one customer accounted for 12.4% of total revenue, respectively. During the years ended December 31, 2022 and 2021, the Company’s top five customers accounted for approximately 54.7% and 44.0%, respectively, of the Company’s total revenue. At December 31, 2022, three customers in aggregate accounted for 40.6% of accounts receivable. At December 31, 2021, two customers in aggregate accounted for 32.2% of accounts receivable. Approximately 53.6% and 56.0% of the Company’s trade accounts receivable balance was with five customers at December 31, 2022 and 2021, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short -term |
Inventories | Inventories Inventories, consisting primarily of DC chargers, are stated at the lower of cost or net realizable value. The Company values its inventories using the first -in -out | |
Property and Equipment, Net | (o) Property and Equipment, Net Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight -line | |
Intangible Assets | (p) Intangible Assets Intangible assets consist of patents which are amortized over the period of estimated benefit using the straight -line | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long -lived -down -downs | |
Investments in Equity Securities Without Readily Determinable Fair Values | Investments in Equity Securities Without Readily Determinable Fair Values Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity, and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. In February 2019, the Company invested in common shares of Dreev SaS, (“Dreev”). Dreev is a nonpublic entity, for which there is no readily determinable fair value. As of December 31, 2022, and December 31, 2021, the Company’s investment in Dreev was accounted for as an investment in equity securities without a readily determinable fair value. The Company did not recognize an impairment loss on its investment during the year ended December 31, 2022 or the year ended December 31, 2021. | |
Employee Savings Plan | Employee Savings Plan The Company maintains a savings plan on behalf of its employees that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to the statutory limits. For the years ended December 31, 2022 and 2021, the Company did not contribute to the savings plan. | |
Fair Value Measurement | Fair Value Measurement The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued expenses, and warrants. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The Company also considers counterparty risk and its own credit risk in its assessment of fair value. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The inputs used to measure fair value are prioritized based on a three -level • • • | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted -average The computation of net loss attributable to common stockholders is computed by deducting net earnings or loss attributable to non -controlling -controlling -controlling | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the way that depicts the transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company recognizes revenue through the following steps: • • • • • The Company’s revenue is primarily derived from sales of EV charging stations, fees for cloud computing services related to providing access to the Company’s GIVe platform, and fees for extended warranty and maintenance services. The Company also has performed certain software development services and received government grants. GIVe platform access is considered a monthly series comprised of one performance obligation and fees are recognized as revenue in the period the services are provided to and consumed by the customer. The transaction price for each contract is allocated between the identified performance obligations based on relative estimated standalone selling prices. The Company occasionally enters into contracts with customers in which EV charging stations are sold at a discount in exchange for a higher percentage of revenue share from the customer selling energy through the GIVe platform or from carbon credits. Due to the long -term component and records the revenue associated with the EV charging stations at the estimated present value of the expected stream of payments. As payments are received, the difference between the total payment and the amortized value of the receivable is recorded to interest income in Other income (expense) in the consolidated statements of operations using the effective yield method. Products Services one twelve -year one twelve The Company has entered into various agreements for research and development and software development services. The terms of these arrangements typically include terms whereby the Company receives milestone payments in accordance with the scope of services outlined in the respective agreement or is reimbursed for allowable costs. At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue associated with achieving the milestones is probable and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. The Company applies judgment in evaluating factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch -up The Company occasionally sells extended warranty contracts on the charging stations, which includes maintenance of the equipment for a period (e.g., three years, five years, 10 years, 12 years). The warranty provides the customer with assurance that the product will function as intended for the period of the contract and maintenance services related to the equipment. Since the warranty provides a customer with a service in addition to the assurance that the product complies with agreed -upon Revenue for certain service contracts, such as third party installation, is recognized over time using an input method where progress on the performance obligation is measured based on the proportional actual costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation. Bill -and-hold arrangements have passed to the customer, 2) the product must be identified separately as belonging to the customer, 3) the product currently must be ready for physical transfer to the customer, and 4) the Company does not have the ability to use the product or to direct it to another customer. Grant revenue -reciprocal -605 Not -for-Profit-Entities-Revenue Recognition, Revenues from each grant are based upon internal costs incurred that are specifically covered by the grant. Revenue is recognized as the Company incurs expenses that are related to the grant. The Company believes this policy is consistent with the overarching premise in ASC 606, to ensure that it recognizes revenues to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services, even though there is no “exchange” as defined in the ASC. The Company believes the recognition of revenue as costs are incurred and amounts become earned/realizable is analogous to the concept of transfer of control of a service over time under ASC 606. The Company considers contract modifications to exist when the modification either creates new or makes changes to the existing enforceable rights and obligations. Contract modifications for services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch -up The Company’s contract liabilities consist solely of deferred revenue related to amounts billed or received in advance of services or products delivered. | |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of costs of material, including hardware and software costs, and costs of providing services, including employee compensation and other costs associated with supporting these functions. Cost of revenue does not include depreciation and amortization costs. | |
Contract Costs | Contract Costs Under ASC Subtopic 340 -40 Other Assets and Deferred Costs -Contracts with Customers -40 | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes, The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required and considers whether a valuation allowance should be recorded against deferred tax assets based on the likelihood that the benefits of the deferred tax assets will or will not ultimately be realized in future periods. In making this assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators, such as future income projections. After consideration of positive and negative evidence, if the Company determines that it is more likely than not that it will generate future income sufficient to realize its deferred tax assets, the Company will record a reduction in the valuation allowance. The Company applies certain provisions of ASC 740, which includes a two -step | |
Research and Development | Research and Development The Company expenses research and development costs as incurred. External software development expense is included in research and development costs except for those costs which require capitalization in accordance with GAAP. Certain research and development costs are related to performance on grant contracts. | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all share -based -employees -10 Stock Compensation -based | |
Leases | Leases The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease. Operating leases are included in right -of-use The Company has entered into leases for building facilities and vehicles. The Company’s leases have contractual terms of up to 10 Right -of-use -of-use -line -lease | |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments -13 -13 -line | Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments -13 -13 -line |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted None applicable. | Recently issued accounting pronouncements not yet adopted None applicable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Assets and Liabilities Included in the Company’s Condensed Consolidated Balance Sheets | The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s condensed consolidated balance sheets at September 30, 2023 and December 31, 2022: September 30, December 31, Assets Cash $ 27,225 $ 27,629 Prepaid expenses and other current assets 1,874 59,794 Total Assets $ 29,099 $ 87,423 Liabilities Accounts payable $ 13,680 $ 8,165 Accrued expenses and dividend payable 538,667 336,713 Derivative liability – non-controlling redeemable preferred shares 285,640 359,225 Total Liabilities $ 837,987 $ 704,103 | The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIEs. The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s consolidated balance sheets: December 31, December 31, Assets Cash $ 27,629 $ 28,446 Prepaid expenses and other current assets 59,794 — Total Assets $ 87,423 $ 28,446 Liabilities Accounts payable $ 8,165 $ — Accrued expenses and dividend payable 336,713 $ 116,754 Derivative liability – non-controlling redeemable preferred shares 359,225 511,948 Total Liabilities $ 704,103 $ 628,702 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue Recognition [Abstract] | ||
Schedule of Information Regarding Disaggregated Revenue | The following table provides information regarding disaggregated revenue: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue recognized over time: Services – engineering $ 301,656 $ 43,254 $ 931,853 $ 215,349 Grid services 564,821 164,380 788,409 260,457 Grants 73,563 65,869 219,082 416,816 Revenue recognized at point in time: Products 1,772,532 280,184 4,748,141 3,333,825 Total revenue $ 2,712,572 $ 553,687 $ 6,687,485 $ 4,226,447 | The following table provides information regarding disaggregated revenue: Years Ended December 31, 2022 2021 Revenue recognized over time: Services $ 784,710 $ 797,127 Grants 459,427 1,270,138 Revenue recognized at point in time: Products 4,129,246 2,123,500 Total revenue $ 5,373,383 $ 4,190,765 |
Schedule of Aggregate Amount of Revenue | The aggregate amount of revenue for the Company’s existing contracts and grants with customers as of September 30, 2023 expected to be recognized in the future, and classified as deferred revenue on the condensed consolidated balance sheet, for year ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2023 (remaining three months) 268,467 2024 499,285 2025 139,010 2026 81,470 Thereafter 128,278 Total (1) $ 1,116,511 (1) | The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2022 expected to be recognized in the future for years ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2023 $ 134,500 2024 49,578 Thereafter 1,037,419 Total $ 1,221,497 |
Schedule of Operates in a Single Business Segment | The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues by geography: Years Ended December 31, 2022 2021 United States $ 4,839,561 $ 3,326,427 United Kingdom 195,550 485,628 Denmark 338,272 378,710 $ 5,373,383 $ 4,190,765 December 31, December 31, United States $ 1,795,267 $ 1,811,607 United Kingdom 1,335 — Denmark $ 181,982 $ 25,664 $ 1,978,584 $ 1,837,271 | |
Schedule of Company Operates In a Single Business Segment | The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues by geography: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues: United States $ 2,552,138 $ 434,544 $ 6,290,200 $ 3,788,521 United Kingdom — 23,231 33,047 160,616 Denmark 160,434 95,912 364,238 277,310 $ 2,712,572 $ 553,687 $ 6,687,485 $ 4,226,447 September 30, December 31, Long-lived assets: United States $ 1,685,126 $ 1,795,267 United Kingdom 3,288 1,335 Denmark 235,625 181,982 $ 1,924,039 $ 1,978,584 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Liabilities Measured at Fair Value on the Consolidated Balance Sheet | The following are the liabilities measured at fair value on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022 using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Quoted in Markets for Assets Level 2: Significant Other Observable Inputs Level 3: Significant Unobservable Inputs Total at 2023 Total Gains Total Gains Recurring fair value measurements Private warrants $ — $ — $ 4 $ 4 $ 212 $ 1,996 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ — $ — Institutional/Accredited Investor warrants $ — $ — $ 76,271 $ 76,271 $ 214,361 $ 142,613 Derivative liability – non-controlling redeemable preferred shares $ — $ — $ 285,640 $ 285,640 $ 67,366 $ 73,585 Total recurring fair value measurements $ — $ — $ 361,915 $ 361,915 $ 281,939 $ 218,194 Level 1: Quoted in Markets for Assets Level 2: Significant Other Observable Inputs Level 3: Significant Unobservable Inputs Total at 2022 Total Gains Total Gains Recurring fair value measurements Private warrants $ — $ — $ 2,000 $ 2,000 $ 170,000 $ 854,000 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — — 8,677,000 Institutional/Accredited Investor warrants $ — $ — $ 218,884 $ 218,884 $ 1,682,700 $ 1,682,700 Derivative liability – non-controlling redeemable preferred shares $ — $ — $ 359,225 $ 359,225 $ (40,245 ) $ (19,309 ) Total recurring fair value measurements $ — $ — $ 580,109 $ 580,109 $ 1,812,455 $ 11,194,391 | The following are the liabilities measured at fair value on the consolidated balance sheet at December 31, 2022 and December 31, 2021, using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Level 2: Level 3: Total at Total Gains Recurring fair value measurements Private warrants $ — $ — $ 2,000 $ 2,000 $ 864,000 Stonepeak and Evolve unvested $ — $ — $ — $ — $ 8,677,000 Institutional/Accredited Investor $ — $ — $ 218,884 $ 218,884 $ 2,445,462 Derivative liability – non-controlling redeemable preferred shares $ — $ — $ 359,225 $ 359,225 $ 152,723 Total recurring fair value measurements $ — $ — $ 580,109 $ 580,109 $ 12,139,185 Level 1: Level 2: Level 3: Total at Total Gains Recurring fair value measurements Private warrants $ — $ — $ 866,000 $ 866,000 $ 387,228 Stonepeak and Evolve unvested $ — $ — $ 8,677,000 $ 8,677,000 $ (699,628) Derivative liability – non-controlling redeemable preferred shares $ — $ — $ 511,948 $ 511,948 $ (14,342) Total recurring fair value measurements $ — $ — $ 10,054,948 $ 10,054,948 $ (326,742) |
Schedule of Reconciliation of the Opening and Closing Balances for the Liabilities Related to the Private Warrants | The following is a reconciliation of the opening and closing balances for the liabilities related to the war rants (Note 11) and derivative liability — non -controlling Private Stonepeak Institutional/ Non-controlling Balance at December 31, 2022 $ 2,000 $ — $ 218,884 $ 359,225 Total (gains) losses for period included in earnings (1,000 ) — 214,758 76,840 Balance at March 31, 2023 $ 1,000 $ — 433,642 $ 436,065 Total (gains) losses for period included in earnings (784 ) — (143,010 ) (83,059 ) Balance at June 30, 2023 $ 216 $ — $ 290,632 $ 353,006 Total (gains) losses for period included in earnings (212 ) $ — $ (214,361 ) $ (67,366 ) Balance at September 30, 2023 $ 4 $ — $ 76,271 $ 285,640 | The following is a reconciliation of the opening and closing balances for the liabilities related to the private warrants (Note 11) and derivative liability — non -controlling Private Stonepeak Institutional/ Non-controlling Balance at December 31, 2021 $ 866,000 $ 8,677,000 $ 2,664,346 $ 511,948 Initial fair value Balance at Total (gains) losses for period included in earnings (864,000 ) (8,677,000 ) (2,445,462 ) (152,723 ) Balance at December 31, 2022 $ 2,000 $ — $ 218,884 $ 359,225 |
Schedule of Significant Unobservable Inputs and Valuation | The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non -recurring Series C Series D Series E Series F Fair value (in millions) $ — $ — $ — $ — Valuation methodology Monte Carlo Monte Carlo Monte Carlo Monte Carlo Capital expenditure forecast (in millions) $ — $ — $ — $ — Probability of warrants vesting (a) — % — % — % — % Series C Series D Series E Series F Fair value (in millions) $ — $ — $ — $ — Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Term (years) 8.40 8.40 8.40 8.40 Risk free rate 3.9 % 3.9 % 3.9 % 3.9 % Exercise price $ 600.0 $ 800.0 $ 1,200.0 $ 1,600.0 Volatility 56.0 % 56.0 % 56.0 % 56.0 % Capital expenditure forecast (in millions) $ 125.0 $ 125.0 $ 125.0 $ 125.0 Probability of warrants vesting (a) — % — % — % — % | The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non -recurring Series C Series D Series E Series F Fair value (in millions) $ 0.0 $ 0.0 $ 0.0 $ 0.0 Valuation methodology Monte Carlo Monte Carlo Monte Carlo Monte Carlo Term (years) 8.40 8.40 8.40 8.40 Risk free rate 3.9 % 3.9 % 3.9 % 3.9 % Exercise price $ 600.00 $ 800.00 $ 1,200.00 $ 1,600.00 Volatility 56.0 % 56.0 % 56.0 % 56.0 % Capital expenditure forecast $ 125.0 $ 250.0 $ 375.0 $ 500.0 Probability of warrants vesting (a) — % — % — % — % -recurring Series C Series D Series E Series F Fair value (in millions) $ 3.2 $ 2.4 $ 1.7 $ 1.3 Valuation methodology Monte Carlo Monte Carlo Monte Carlo Monte Carlo Term (years) 9.40 9.40 9.40 9.40 Risk free rate 1.5 % 1.5 % 1.5 % 1.5 % Exercise price $ 600.00 $ 800.00 $ 1,200.00 $ 1,600.00 Volatility 54.0 % 54.0 % 54.0 % 54.0 % Capital expenditure forecast (in millions) $ 125.0 $ 250.0 $ 375.0 $ 500.0 Probability of warrants vesting 90.7 % 75.8 % 63.8 % 54.5 % -recurring Series B Series C Series D Series E Series F Options Fair value (in millions) $ 12.8 $ 5.6 $ 4.8 $ 3.8 $ 3.2 $ 12.6 Valuation methodology Black Monte Carlo Monte Carlo Monte Carlo Monte Carlo Black Term (years) 10 10 10 10 10 7.50 Risk free rate 1.6 % 1.6 % 1.6 % 1.6 % 1.6 % 1.4 % Exercise price $ 400.00 $ 600.00 $ 800.00 $ 1,200.00 $ 1,600.00 $ 2,000.00 Volatility 55.0 % 55.0 % 55.0 % 55.0 % 55.0 % 57.0 % Capital expenditure forecast (in millions) N/A $ 125.0 $ 250.0 $ 375.0 $ 500.0 N/A Probability of warrants vesting 100.0 % 96.9 % 87.7 % 78.2 % 69.9 % N/A |
Derivative Liability - Non-Co_2
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Liability - Non-Controlling Redeemable Preferred Stock [Abstract] | ||
Schedule of the Fair Value of Derivatives by Balance Sheet Line Item | The following table displays the fair value of derivatives by balance sheet line item: September 30, December 31, Derivative liability – non-controlling redeemable preferred shares $ 285,640 $ 359,225 | The following table displays the fair value of derivatives by balance sheet line item: December 31, December 31, Other long term liabilities: Derivative liability – non-controlling redeemable preferred shares $ 359,225 $ 511,948 |
Account Receivables, Net (Table
Account Receivables, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Schedule of Account Receivables, Net | The following tables summarizes the Company’s accounts receivable: September 30, December 31, Trade receivables $ 3,024,314 $ 1,149,301 Interest receivable 53,951 31,227 Less: allowance for credit losses (408,996 ) (58,834 ) Accounts receivable, net $ 2,669,269 $ 1,121,694 Allowance for doubtful accounts: Balance December 31, 2022 $ (58,834 ) Provision (343,172 ) Write-off (6,990 ) Recoveries — Balance at September 30, 2023 $ (408,996 ) | The following tables summarizes the Company’s account receivables: As of December 31, 2022 2021 Trade receivables $ 1,180,528 $ 1,949,896 Less: allowance for doubtful accounts (58,834 ) (63,188 ) Accounts receivable, net $ 1,121,694 $ 1,886,708 |
Schedule of Allowance for Doubtful Accounts | Allowance for doubtful accounts: Balance December 31, 2020 $ — Provision — Write-off — Recoveries — Balance December 31, 2021 $ (63,188 ) Provision — Write-off 4,354 Recoveries — Balance December 31, 2022 $ (58,834 ) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventories [Abstract] | ||
Schedule of Inventories | The following table summarizes the Company’s inventories balance by category: September 30, December 31, DC Chargers $ 6,181,368 $ 9,248,398 AC Chargers 220,720 123,247 Vehicles – School Buses — 1,620,000 Component parts 431,849 560,186 Total $ 6,833,937 $ 11,551,831 | The following table summarizes the Company’s inventories balance by category: As of December 31, 2022 2021 DC Chargers $ 9,248,398 $ 7,687,598 AC Chargers 123,247 232,920 Vehicles – School Buses 1,620,000 3,180,000 Others 560,186 17,670 Total $ 11,551,831 $ 11,118,188 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | The following table summarizes the Company’s property, plant and equipment balance: Useful Lives September 30, December 31, Computers & Servers 1 year to 3 years $ 154,380 $ 130,417 Vehicles 5 years to 7 years 100,230 139,788 Office furniture and equipment 3 years to 5 years 356,473 326,613 Test units and loaned chargers (1) 5 years to 7 years 404,827 256,685 Total 1,015,910 853,503 Less: Accumulated Depreciation (328,933 ) (216,559 ) Property, plant and equipment, net $ 686,977 $ 636,944 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Depreciation expense $ 35,936 $ 46,012 $ 132,465 $ 108,277 (1) | The following table summarizes the Company’s property, plant and equipment balance: Useful Lives As of December 31, 2022 2021 Computers & servers 1 year to 3 years $ 130,417 $ 105,499 Vehicles 5 years to 7 years 139,788 168,862 Office furniture and equipment 3 years to 5 years 326,613 161,771 DC Chargers (1) 5 years to 7 years 256,685 6,050 Total 853,503 442,182 Less: Accumulated Depreciation (216,559 ) (85,988 ) Property, plant and equipment, net $ 636,944 $ 356,194 As of December 31, 2022 2021 Depreciation expense $ 150,099 $ 27,280 (1) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Intangible Assets [Abstract] | ||
Schedule of Estimated Future Amortization Expense | Total estimated future amortization expense is as follows: 2023 (remaining three months) $ 34,857 2024 139,437 2025 139,437 2026 137,770 2027 132,770 Thereafter 652,790 $ 1,237,061 | Total estimated future amortization expense is as follows: 2023 $ 139,437 2024 139,437 2025 139,437 2026 137,770 2027 132,770 Thereafter 652,789 $ 1,341,640 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | ||
Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding | The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at September 30, 2023: Number of Number of Number of Exercise Expiration Public Warrants 71,875 — 71,875 $ 460.00 March 19, 2026 Private Warrants 3,406 — 3,406 $ 460.00 March 19, 2026 PIPE Warrants 33,844 — 33,844 $ 460.00 March 19, 2026 Stonepeak/Evolve Warrants – series B 50,000 — 50,000 $ 400.00 May 17, 2031 Stonepeak/Evolve Warrants – series C 25,000 — 12,500 $ 600.00 May 17, 2031 Stonepeak/Evolve Warrants – series D 25,000 — 12,500 $ 800.00 May 17, 2031 Stonepeak/Evolve Warrants – series E 25,000 — 12,500 $ 1,200.00 May 17, 2031 Stonepeak/Evolve Warrants – series F 25,000 — 12,500 $ 1,600 May 17, 2031 Institutional/Accredited Investor Warrants 100,000 — 100,000 $ 150.00 July 29, 2027 359,125 309,125 | The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at December 31, 2022: Number of Number of Number of Exercise Expiration Public Warrants 71,875 — 71,875 $ 460.00 March 19, 2026 Private Warrants 3,406 — 3,406 $ 460.00 March 19, 2026 PIPE Warrants 33,844 — 33,844 $ 460.00 March 19, 2026 Stonepeak/Evolve Warrants – series B 50,000 — 50,000 $ 400.00 May 17, 2031 Stonepeak/Evolve Warrants – series C 25,000 — 12,500 $ 600.00 May 17, 2031 Stonepeak/Evolve Warrants – series D 25,000 — 12,500 $ 800.00 May 17, 2031 Stonepeak/Evolve Warrants – series E 25,000 — 12,500 $ 1,200 May 17, 2031 Stonepeak/Evolve Warrants – series F 25,000 — 12,500 $ 1,600.00 May 17, 2031 Institutional/Accredited Investor 46,250 46,250 — $ 0.004 Until Exercised Institutional/Accredited Investor Warrants 100,000 — 100,000 $ 150.00 January 29, 2028 405,375 46,250 309,125 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | ||
Schedule of Stock-based Compensation Expense for Stock Options | Stock-based compensation expense recognized in selling, general, and administrative, and research and development are as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Options $ 663,369 $ 633,883 $ 2,014,240 $ 1,959,648 Restricted stock 423,928 377,790 1,409,735 2,178,883 Stock options – modified options 9,721 16,791 33,971 55,307 Profit interest units 31,226 152,315 (260,475 ) 293,165 Total $ 1,128,244 $ 1,180,779 $ 3,197,471 $ 4,487,003 | Stock-based compensation expense recognized in selling, general, and administrative, and research and development are as follows: Years Ended December 31, 2022 2021 Options $ 2,634,486 $ 2,643,242 Restricted stock 2,395,580 1,514,120 Total $ 5,030,066 $ 4,157,362 |
Schedule of Black-scholes Option Pricing Model to Estimate the Fair Value of Stock Options | The following assumptions were used in the Monte Carlo Simulation model to calculate the fair value of Class D Incentive Units outstanding as of September 30, 2023. Class D Units Expected life of Class D Incentive Units (in years) (1) 5.5 Risk-free interest rate (2) 3.02 % Volatility (3) 69.50 % (1) (2) -free (3) | The Company uses the Black -Scholes -Scholes 2020 Plan Expected life of options (in years) (1) 6.1 Dividend yield (2) 0 % Risk-free interest rate (3) 2.75 % Volatility (4) 56.2 % (1) (2) (3) -free (4) |
Schedule of Stock Option Activity | A summary of the status of the Company’s Class D Incentive Units as of December 31, 2022, and changes during the nine months ended September 30, 2023, is presented below: Shares Weighted- Nonvested at December 31, 2022 250,000 13.28 Granted — — Vested — — Cancelled (1) 200,000 12.49 Nonvested and Outstanding at September 30, 2023 50,000 12.49 (1) | The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to the Reverse Recapitalization, for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2021 25,876 128.40 5.90 5,688,501 Granted — — — — Exercised (1,493 ) 83.60 — — Forfeited (1,532 ) 313.60 — — Expired/Cancelled (1,513 ) 177.60 — — Outstanding – December 31, 2022 21,338 116.40 5.70 — Options Exercisable at December 31, 2022 19,935 102.80 4.44 — Option Vested at December 31, 2022 19,935 102.80 4.44 — Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2021 40,071 527.20 9.27 46,920 Granted 8,810 174.40 $ — — Exercised — — — — Forfeited (6,033 ) 401.60 — — Expired/Cancelled (70 ) 330.00 — — Outstanding – December 31, 2022 42,778 468.40 8.46 — Options Exercisable at December 31, 2022 — — — — Option Vested at December 31, 2022 15,226 535.20 8.17 — |
Schedule of Other Share Based Compensation Information | Other Information: Nine Months Ended 2023 2022 Amount received from option exercised $ — $ 209,280 September 30, Weighted Total unrecognized options compensation costs $ 3,966,817 1.63 | Other Information: Years Ended December 31, 2022 2021 Amount received from option exercised $ 245,748 $ 576,528 December 31, Weighted Total unrecognized options compensation costs $ 6,195,461 2.55 |
Schedule of Nonvested Restricted Stock Units | A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2021, and changes during the year ended December 31, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 8,845 440.00 Granted 12,585 122.80 Vested/Release (9,962 ) 244.80 Cancelled/Forfeited (561 ) 348.80 Nonvested and Outstanding at December 31, 2022 10,907 257.20 | |
Schedule of Stock Option Activity | The following is a summary of the stock option activity under the 2010 Plan for the nine months ended September 30, 2023: Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2022 21,338 116.40 5.70 — Granted — — — — Exercised — — — — Forfeited (210 ) 278.80 — — Expired/Cancelled (2,013 ) 213.60 — — Outstanding – September 30, 2023 19,115 103.20 3.77 — Options Exercisable at September 30, 2023 18,811 99.60 3.72 — Option Vested at September 30, 2023 18,811 99.60 3.72 — Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2022 42,778 468.40 8.46 — Granted 2,895 22.80 — — Exercised — — — — Forfeited (927 ) 282.80 — — Expired/Cancelled (495 ) 362.00 — — Outstanding – September 30, 2023 44,251 444.40 7.81 — Options Exercisable at September 30, 2023 22,827 516.40 7.50 — Option Vested at September 30, 2023 22,827 444.40 7.50 — | |
Schedule of Nonvested Restricted Stock Units | A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2022, and changes during the nine months ended September 30, 2023, is presented below: Shares Weighted-Average Nonvested at December 31, 2022 10,906 257.20 Granted (1) 72,567 22.40 Vested/Release (71,666 ) 44.00 Cancelled/Forfeited (1,446 ) 184.40 Nonvested and Outstanding at September 30, 2023 10,361 99.20 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Schedule of Income (Loss) Before Income Taxes | Income (loss) before taxes includes the following components: Years Ended December 31, 2022 2021 United States $ (22,719,272 ) $ (74,262,131 ) Foreign (1,837,434 ) (354,181 ) Total income (loss) before income taxes (24,556,706 ) (74,616,312 ) | |
Schedule of Income Tax Expense | Three Months Ended Nine Months Ended 2023 2022 2023 2022 Income tax expense $ — $ — $ — $ — Effective tax rate 0.0 % 0.0 % 0.0 % 0.0 % | Income tax expense is summarized as follows: Years Ended December 31, 2022 2021 Federal $ — $ — State 800 1,000 Current income tax expense 800 1,000 Federal — — State — — Deferred income tax expense $ — $ — Income tax expense $ 800 $ 1,000 |
Schedule of Reconciliation between Income Tax Expense | The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 21% to loss before taxes is as follows: Years Ended December 31, 2022 2021 Federal income tax benefit at statutory federal tax rate $ (5,160,372 ) $ (15,669,426 ) State income tax, net of federal benefit (823,890 ) (776,843 ) Noncontrolling interest 113,157 449,037 Stock compensation 624,065 452,444 Change in fair value of warrants (2,517,157 ) 65,604 162(m) excess compensation — 237,247 Change in valuation allowance 7,666,631 9,413,411 Finance costs 54,802 5,643,259 Other 43,564 186,267 Income tax expense $ 800 $ 1,000 | |
Schedule of Significant Components of the Company’s Deferred Tax Assets (Liabilities) | Significant components of the Company’s deferred tax assets (liabilities) are as follows: Years Ended December 31, 2022 2021 Equity investment $ (489,911 ) $ (576,523 ) Accrued liabilities and other 1,118,256 1,007,644 Right-of-use assets (1,246,870 ) (845,240 ) Lease liabilities 1,389,893 845,240 Research and experimental expenditures 1,507,144 — Net operating losses 15,772,670 9,953,429 Net deferred tax assets (liabilities) before valuation allowance 18,051,182 10,384,550 Valuation allowance (18,051,182 ) (10,384,550 ) Net deferred tax assets (liabilities) $ — $ — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Net Loss Per Share Attributable to Common Stockholders [Abstract] | ||
Schedule of Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss attributable to Nuvve Holding Corp. common stockholders $ (8,575,188 ) $ (6,720,547 ) $ (24,697,046 ) $ (17,071,274 ) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 804,775 548,822 704,310 499,300 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (10.66 ) $ (12.25 ) $ (35.07 ) $ (34.19 ) | The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders: Years Ended December 31, 2022 2021 Net loss attributable to Nuvve Holding Corp. common stockholders $ (24,928,377 ) $ (72,842,401 ) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 524,297 416,362 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (47.55 ) $ (174.95 ) |
Schedule of Diluted Net Loss Attributable to Nuvve common stockholders | The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti -dilutive Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options issued and outstanding 64,248 66,241 63,918 65,620 Nonvested restricted stock issued and outstanding 12,803 27,947 11,456 23,802 Public warrants 71,875 71,875 71,875 71,875 Private warrants 3,406 3,406 3,406 3,406 PIPE warrants 33,844 33,844 33,844 33,844 Stonepeak and Evolve warrants 150,000 150,000 150,000 150,000 Stonepeak and Evolve options 125,000 125,000 125,000 125,000 Institutional/Accredited Investor Warrants 100,000 68,478 100,000 23,077 Total 561,176 546,791 559,499 496,624 | The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti -dilutive Years Ended December 31, 2022 2021 Stock options issued and outstanding 65,123 60,610 Nonvested restricted stock issued and outstanding 23,957 17,732 Public warrants 71,875 75,839 Private warrants 3,406 3,594 PIPE warrants 33,844 35,710 Stonepeak and Evolve warrants 150,000 125,735 Stonepeak and Evolve options 125,000 104,779 Institutional/Accredited Investor Warrants 42,466 — Total 515,671 423,999 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Schedule of Supplemental Consolidated Balance Sheet Information Related to Leases | Supplemental unaudited condensed consolidated balance sheet information related to leases is as follows: Classification September 30, December 31, Operating lease assets Right-of-use operating lease assets $ 4,959,255 5,305,881 Finance lease assets Property, plant and equipment, net 14,001 18,467 Total lease assets $ 4,973,256 $ 5,324,348 Operating lease liabilities – current Operating lease liabilities – current $ 859,820 824,326 Operating lease liabilities – noncurrent Operating lease liabilities – noncurrent 4,746,575 5,090,170 Finance lease liabilities – current Other liabilities 7,081 7,184 Finance lease liabilities – noncurrent Other long-term liabilities 8,821 12,959 Total lease liabilities $ 5,622,297 $ 5,934,639 | Supplemental consolidated balance sheet information related to leases is as follows: Classification December 31, December 31, Operating lease assets Right-of-use operating lease assets $ 5,305,881 $ 3,483,042 Finance lease assets Property and equipment, net 18,467 25,664 Total lease assets $ 5,324,348 $ 3,508,706 Operating lease liabilities – current Operating lease liabilities – current $ 824,326 41,513 Operating lease liabilities – noncurrent Operating lease liabilities – noncurrent 5,090,170 3,441,642 Finance lease liabilities – current Other liabilities – current 7,184 7,634 Finance lease liabilities – noncurrent Other long-term liabilities 12,959 18,860 Total lease liabilities $ 5,934,639 $ 3,509,649 Classification Year Ended Year Ended Operating lease expense Selling, general and $ 811,082 $ 219,712 Finance lease expense: Amortization of finance lease assets Selling, general and 5,594 2,998 Interest on finance lease liabilities Interest expense 2,248 3,636 Total lease expense $ 818,924 $ 226,346 December 31, December 31, Weighted-average remaining lease terms (in years): Operating lease 9.0 9.9 Finance lease 3.3 4.5 Weighted-average discount rate: Operating lease 7.8 % 7.8 % Finance lease 7.8 % 7.8 % Years Ended Years Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 202,844 $ 100,292 Operating cash flows from finance leases related to interest expense $ 2,248 $ 3,636 Financing cash flows from finance leases $ 9,691 $ 5,839 Leased assets obtained in exchange for new finance lease liabilities $ 18,467 $ 25,664 Leased assets obtained in exchange for new operating lease liabilities $ — $ — |
Schedule of Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities are as follows: Operating Finance Maturities of lease liabilities are as follows: September 30, September 30, 2023 $ 212,650 $ 1,770 2024 892,212 7,080 2025 893,046 7,081 2026 921,273 1,770 2027 946,683 — Thereafter 3,798,553 — Total lease payments 7,664,417 17,701 Less: interest (2,058,022 ) (1,799 ) Total lease obligations $ 5,606,395 $ 15,902 | Operating Finance Maturities of lease liabilities are as follows: December 31, December 31, 2023 $ 860,418 $ 7,184 2024 892,212 7,184 2025 893,046 7,184 2026 921,273 1,796 2027 946,683 — Thereafter 3,798,554 — Total lease payments 8,312,186 23,348 Less: interest (2,397,690 ) (3,205 ) Total lease liabilities $ 5,914,496 $ 20,143 |
Schedule of Sublease Income | Sublease income are as follows: Classification Year Ended Year Ended Sublease lease income Other, net $ 143,192 $ — | |
Schedule of Lease Income | Lease income are as follows: Classification Year Ended Year Ended Lease income Products and services $ 99,981 $ — Interest income Products and services 3,341 — Total lease income $ 103,322 $ — | |
Schedule of Components of Lease Expense | The components of lease expense are as follows: Classification Three Months Three Months Nine Months Nine Months Operating lease expense Selling, general and administrative $ 228,633 $ 241,852 $ 685,900 $ 582,449 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 1,414 1,413 4,242 8,804 Interest on finance lease liabilities Interest income, net 424 553 1,373 1,791 Total lease expense $ 230,471 $ 243,818 $ 691,515 $ 593,044 | |
Schedule of Lease Term and Discount Rate | Lease term and discount rate: September 30, December 31, Weighted-average remaining lease terms (in years): Operating lease 8.0 9.0 Finance lease 2.5 3.3 Weighted-average discount rate: Operating lease 7.8 % 7.8 % Finance lease 7.8 % 7.8 % | |
Schedule of Other Information | Other Information: Nine Months Nine Months Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows – operating leases $ 355,133 $ 111,391 Operating cash flows – finance leases $ 8,507 $ 1,791 Financing cash flows – finance leases $ 5,375 $ 7,396 Leased assets obtained in exchange for new finance lease liabilities $ 14,001 $ 18,187 Leased assets obtained in exchange for new operating lease liabilities $ — $ — | |
Schedule of lease income | Sublease income are as follows: Classification Three Months Three Months Nine Months Nine Months Sublease lease income Other, net $ 134,402 $ 64,750 $ 366,087 $ 84,875 | |
Schedule of lease income | Lease income are as follows: Classification Three Months Three Months Nine Months Nine Months Lease income Products and services $ — $ — $ 24,027 $ — Interest income Products and services 3,797 10,228 — Total lease income $ 3,797 $ — $ 34,255 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Milestone Event | access to the Company’s GIVe platform system for a period of at least six consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows: Milestone Event: Aggregated Vehicles Milestone 10,000 $ 500,000 20,000 750,000 40,000 750,000 60,000 750,000 80,000 750,000 100,000 1,000,000 200,000 1,000,000 250,000 2,000,000 $ 7,500,000 | Under the terms of the agreement, the Company will pay up to an aggregate $7,500,000 in royalties to the Seller upon achievement of milestones, related to the aggregate number of vehicles that have had access to the Company’s GIVe platform system for a period of at least six consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows: Milestone Event: Aggregated Vehicles Milestone 10,000 $ 500,000 20,000 750,000 40,000 750,000 60,000 750,000 80,000 750,000 100,000 1,000,000 200,000 1,000,000 250,000 2,000,000 $ 7,500,000 |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Non-Controlling Interest (Tables) [Line Items] | ||
Schedule of Series B Preferred Stock | At September 30, 2023, Series B Preferred Stock consisted of the following: Shares Authorized Shares Stated Value Initial Cumulative Liquidation 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 538,668 $ 3,676,668 | At December 31, 2022, Series B Preferred Stock consisted of the following: Shares Authorized Shares Stated Value Initial Accrued Liquidation 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 326,606 $ 3,464,606 |
Schedule of Non-controlling Interests | The following table summarizes Levo non -controlling September 30, December 31, Beginning Balance $ (3,950,186 ) (2,501,633 ) Net income (loss) attributable to non-controlling interests $ 23,039 (538,841 ) Less: dividends paid to non-controlling interests 212,062 263,846 Less: Preferred share accretion adjustment 484,398 645,866 Non-controlling interests $ (4,623,607 ) $ (3,950,186 ) | The following table summarizes Levo non -controlling December 31, December 31, Add: net loss attributable to non-controlling interests $ (538,841 ) (2,138,272 ) Less: dividends paid or accrued to non-controlling interests 263,846 101,856 Less: Preferred share accretion adjustment 645,866 261,505 Non-controlling interests $ (1,448,553 ) $ (2,501,633 ) |
Schedule of Levo Non-controlling Interests Consolidated Statements of Operations | The following table summarizes Levo non -controlling December 31, December 31, Net loss attributable to non-controlling interests $ (538,841 ) $ (2,138,272 ) | |
Schedule of Redeemable Noncontrolling Interest Reconciliation | Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity September 30, December 31, Beginning balance $ 3,547,765 $ 2,901,899 Preferred share Accretion adjustment 484,398 645,866 Ending balance $ 4,032,163 $ 3,547,765 | Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity December 31, December 31, Beginning balance $ 2,901,899 $ — Beginning redemption value (at fair value) — 3,138,000 Less: Non-controlling redeemable preferred shares – embedded derivatives — 497,606 Adjusted initial carrying value 2,901,899 2,640,394 Preferred share accretion adjustment 645,866 261,505 Ending balance $ 3,547,765 $ 2,901,899 |
Schedule of Fair Value of Class D Incentive Units Granted | The following assumptions were used in the Monte Carlo Simulation model to calculate the fair value of Class D Incentive Units granted for the year ended December 31, 2022. Class D Units Expected life of Class D Incentive Units (in years) (1) 5.5 Risk-free interest rate (2) 3.02 % Volatility (3) 69.50 % (1) (2) -free (3) | |
Schedule of Class D Incentive Units | A summary of the status of the Company’s Class D Incentive Units as of December 31, 2022, and changes during the nine months ended September 30, 2023, is presented below: Shares Weighted- Nonvested at December 31, 2022 250,000 13.28 Granted — — Vested — — Cancelled (1) 200,000 12.49 Nonvested and Outstanding at September 30, 2023 50,000 12.49 (1) | The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to the Reverse Recapitalization, for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2021 25,876 128.40 5.90 5,688,501 Granted — — — — Exercised (1,493 ) 83.60 — — Forfeited (1,532 ) 313.60 — — Expired/Cancelled (1,513 ) 177.60 — — Outstanding – December 31, 2022 21,338 116.40 5.70 — Options Exercisable at December 31, 2022 19,935 102.80 4.44 — Option Vested at December 31, 2022 19,935 102.80 4.44 — Shares Weighted- Weighted- Aggregate Outstanding – December 31, 2021 40,071 527.20 9.27 46,920 Granted 8,810 174.40 $ — — Exercised — — — — Forfeited (6,033 ) 401.60 — — Expired/Cancelled (70 ) 330.00 — — Outstanding – December 31, 2022 42,778 468.40 8.46 — Options Exercisable at December 31, 2022 — — — — Option Vested at December 31, 2022 15,226 535.20 8.17 — |
Condensed Consolidated Statements of Operations | The following table summarizes Levo non -controlling Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net income (loss) attributable to non-controlling interests $ 8,285 $ (168,985 ) $ 23,039 $ (459,863 ) | |
Schedule of Fair Value Assumptions | The following assumptions were used in the Monte Carlo Simulation model to calculate the fair value of Class D Incentive Units outstanding as of September 30, 2023. Class D Units Expected life of Class D Incentive Units (in years) (1) 5.5 Risk-free interest rate (2) 3.02 % Volatility (3) 69.50 % (1) (2) -free (3) | The Company uses the Black -Scholes -Scholes 2020 Plan Expected life of options (in years) (1) 6.1 Dividend yield (2) 0 % Risk-free interest rate (3) 2.75 % Volatility (4) 56.2 % (1) (2) (3) -free (4) |
Class D Incentive Units [Member] | ||
Non-Controlling Interest (Tables) [Line Items] | ||
Schedule of Class D Incentive Units | A summary of the status of the Company’s Class D Incentive Units as of December 31, 2021, and changes during year ended December 31, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 — — Granted 250,000 13.28 Vested — — Cancelled — — Nonvested and Outstanding at December 31, 2022 250,000 13.28 |
Organization and Description _2
Organization and Description of Business (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business [Line Items] | |
Owns percentage | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 27, 2022 USD ($) shares | Apr. 26, 2021 $ / shares shares | Apr. 23, 2021 USD ($) $ / shares shares | Mar. 19, 2021 USD ($) | Nov. 17, 2020 USD ($) | Nov. 11, 2020 USD ($) $ / shares shares | Feb. 19, 2020 shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 06, 2022 USD ($) | Mar. 31, 2022 USD ($) | Feb. 28, 2022 | May 17, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Accumulated deficit | $ (140,957,114) | $ (140,957,114) | $ (116,956,528) | $ (92,937,863) | |||||||||||||||||
Operating loss | (8,463,320) | $ (8,602,292) | (24,657,090) | $ (28,174,226) | (36,915,544) | (27,231,802) | |||||||||||||||
Net cash used in operating activities | (6,200,232) | (28,184,088) | $ (34,081,975) | (29,190,718) | |||||||||||||||||
Shares issued (in Dollars per share) | $ / shares | $ 2,000 | ||||||||||||||||||||
Aggregate purchase amount | $ 14,000,000 | ||||||||||||||||||||
Aggregate shares (in Shares) | shares | 32,590 | ||||||||||||||||||||
Purchase agreement | $ 12,600,000 | ||||||||||||||||||||
Revenue amount | 30,000,000 | ||||||||||||||||||||
Repurchased shares (in Shares) | shares | 3,361 | 15,000 | |||||||||||||||||||
Common stock price per share (in Dollars per share) | $ / shares | $ 400 | ||||||||||||||||||||
Purchase price shares (in Dollars per share) | $ / shares | $ 594.8 | $ 594.8 | |||||||||||||||||||
Trust account | $ 58,471,961 | ||||||||||||||||||||
Redemption Of Ordinary Shares (in Shares) | shares | 18,630 | ||||||||||||||||||||
Payment of transaction costs | $ 3,702,421 | ||||||||||||||||||||
Repayment of loans | 487,500 | ||||||||||||||||||||
Escrow account amount | 495,000 | ||||||||||||||||||||
Cash | 47,768,410 | ||||||||||||||||||||
FDIC amount | 250,000 | 250,000 | 250,000 | ||||||||||||||||||
Restricted cash | 480,000 | 480,000 | $ 480,000 | 380,000 | |||||||||||||||||
Contractual terms | 10 years | 10 years | |||||||||||||||||||
Cash | 13,864,646 | 13,864,646 | $ 15,753,896 | 32,360,520 | |||||||||||||||||
Working capital | 8,600,000 | 8,600,000 | |||||||||||||||||||
Stockholders’ equity | 6,627,872 | 29,824,970 | $ 23,453,923 | 6,627,872 | 29,824,970 | $ 23,245,400 | $ 27,012,445 | $ 13,151,907 | $ 17,384,371 | $ 23,497,663 | $ (881,710) | ||||||||||
Warrant [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Purchased shares (in Shares) | shares | 33,844 | 5,750,000 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Purchased shares (in Shares) | shares | 53,750 | ||||||||||||||||||||
Effect of reverse recapitalization (in Shares) | shares | 228,075 | 228,075 | |||||||||||||||||||
Purchased shares (in Shares) | shares | 5,213 | ||||||||||||||||||||
Repurchase amount | $ 6,000,000 | ||||||||||||||||||||
Stockholders’ equity | $ 3,251 | $ 2,292 | 1,986 | $ 3,251 | $ 2,292 | $ 2,427 | $ 1,888 | $ 3,126 | $ 2,498 | $ 1,891 | $ 2,616 | ||||||||||
PIPE Warrants [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Payment of transaction costs | $ 14,247,500 | ||||||||||||||||||||
Cash | $ 2,500 | ||||||||||||||||||||
Stonepeak [Member] | Levo Mobility LLC [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Stonepeak and Evolve 49% ownership | 49% | 49% | 49% | ||||||||||||||||||
Nuvve [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Amount of purchase | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||
Purchased shares (in Shares) | shares | 3,362 | 3,362 | |||||||||||||||||||
Common stock price per share (in Dollars per share) | $ / shares | $ 594.8 | $ 594.8 | $ 594.8 | ||||||||||||||||||
Newborn Acquisition Corp [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Repayment of loans | $ 487,500 | ||||||||||||||||||||
IPO [Member] | Newborn Acquisition Corp [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Common stock price per share (in Dollars per share) | $ / shares | $ 400 | ||||||||||||||||||||
Purchased shares (in Shares) | shares | 143,750 | ||||||||||||||||||||
Private Placement [Member] | Newborn Acquisition Corp [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Purchased shares (in Shares) | shares | 6,813 | ||||||||||||||||||||
Common stock price per share (in Dollars per share) | $ / shares | $ 400 | ||||||||||||||||||||
Trust account | $ 57,500,000 | ||||||||||||||||||||
Public And Private Units [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Net proceeds | $ 57,989,380 | ||||||||||||||||||||
Earn-out Shares [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Revenue amount | $ 30,000,000 | ||||||||||||||||||||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Concentration risk | 32.10% | 32.10% | |||||||||||||||||||
Customer 2 [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Concentration risk | 12.40% | 12.40% | |||||||||||||||||||
Customer Five [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Concentration risk | 74.30% | 81.90% | 46.20% | 63.70% | 54.70% | 44% | |||||||||||||||
Customer Five [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Concentration risk | 78% | 53.60% | 56% | ||||||||||||||||||
Three Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Concentration risk | 62.20% | 62.40% | |||||||||||||||||||
Three Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Concentration risk | 65.50% | 40.60% | |||||||||||||||||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Concentration risk | 32.20% | ||||||||||||||||||||
Two Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Concentration risk | 30.90% | 51.10% | |||||||||||||||||||
Switch EV [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Invested amount | $ 1,000,000 | ||||||||||||||||||||
Subscription Agreements [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Purchased shares (in Shares) | shares | 35,625 | ||||||||||||||||||||
Shares issued (in Dollars per share) | $ / shares | $ 400 | ||||||||||||||||||||
Aggregate purchase amount | $ 14,250,000 | ||||||||||||||||||||
Newborn [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Shares issued (in Dollars per share) | $ / shares | $ 400 | ||||||||||||||||||||
Convertible instruments, conversion ratio | 0.005310076 | ||||||||||||||||||||
Total consideration | $ 100,000,000 | ||||||||||||||||||||
Purchase agreement | $ 4,265,785 | ||||||||||||||||||||
Newborn [Member] | Earn-out Shares [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Receive amount (in Shares) | shares | 4,000,000 | ||||||||||||||||||||
Common stock receive amount (in Shares) | shares | 4,000,000 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Contract Term | 1 year | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Contract Term | 12 years | ||||||||||||||||||||
EDF Renewables [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Ownership percentage | 5% | ||||||||||||||||||||
6% Senior Secured Convertible Debenture [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Aggregate purchase amount | $ 4,000,000 | ||||||||||||||||||||
Convertible debenture percentage | 6% | ||||||||||||||||||||
Variable Interest Entity, Primary Beneficiary [Member] | Levo Mobility LLC [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Variable interest entity | 51% | 51% | |||||||||||||||||||
Cash | $ 27,225 | $ 27,225 | $ 27,629 | $ 28,446 | |||||||||||||||||
GIV [Member] | Minimum [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Contract Term | 1 year | ||||||||||||||||||||
GIV [Member] | Maximum [Member] | |||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||
Contract Term | 12 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Included in the Company’s Condensed Consolidated Balance Sheets - Variable Interest Entity, Primary Beneficiary [Member] - Levo Mobility LLC [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Cash | $ 27,225 | $ 27,629 | $ 28,446 |
Prepaid expenses and other current assets | 1,874 | 59,794 | |
Total Assets | 29,099 | 87,423 | 28,446 |
Liabilities | |||
Accounts payable | 13,680 | 8,165 | |
Accrued expenses and dividend payable | 538,667 | 336,713 | 116,754 |
Derivative liability - non-controlling redeemable preferred shares | 285,640 | 359,225 | 511,948 |
Total Liabilities | $ 837,987 | $ 704,103 | $ 628,702 |
Revenue Recognition (Details)
Revenue Recognition (Details) - Customer For Which Company has Control of Transfer of Equipment [Member] - Product [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Revenue Recognition (Details) [Line Items] | |
Product revenue related to contracts with customers | $ 609,860 |
Trade Accounts Receivable [Member] | |
Revenue Recognition (Details) [Line Items] | |
Product revenue related to contracts with customers | 320,988 |
Financing Receivable [Member] | |
Revenue Recognition (Details) [Line Items] | |
Discounted amount for equipment | $ 288,872 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of Information Regarding Disaggregated Revenue - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue recognized at point in time: | ||||||
Total revenue | $ 2,712,572 | $ 553,687 | $ 6,687,485 | $ 4,226,447 | $ 5,373,383 | $ 4,190,765 |
Service [Member] | ||||||
Revenue recognized over time: | ||||||
Services | 784,710 | 797,127 | ||||
Grant [Member] | ||||||
Revenue recognized over time: | ||||||
Grants | 459,427 | 1,270,138 | ||||
Product [Member] | ||||||
Revenue recognized at point in time: | ||||||
Products | $ 4,129,246 | $ 2,123,500 |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of Aggregate Amount of Revenue - USD ($) | Dec. 31, 2022 | Jul. 20, 2021 |
Schedule of Aggregate Amount of Revenue [Abstract] | ||
2023 | $ 134,500 | |
2024 | 49,578 | |
Thereafter | 1,037,419 | |
Total | $ 1,221,497 | $ 13,200,000 |
Revenue Recognition (Details)_3
Revenue Recognition (Details) - Schedule of Operates in a Single Business Segment - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Operates in a Single Business Segment [Abstract] | ||||||
Revenues | $ 2,712,572 | $ 553,687 | $ 6,687,485 | $ 4,226,447 | $ 5,373,383 | $ 4,190,765 |
Long-lived assets | 1,924,039 | 1,924,039 | 1,978,584 | 1,837,271 | ||
United States [Member] | ||||||
Schedule of Operates in a Single Business Segment [Abstract] | ||||||
Revenues | 2,552,138 | 434,544 | 6,290,200 | 3,788,521 | 4,839,561 | 3,326,427 |
Long-lived assets | 1,685,126 | 1,685,126 | 1,795,267 | 1,811,607 | ||
United Kingdom [Member] | ||||||
Schedule of Operates in a Single Business Segment [Abstract] | ||||||
Revenues | 23,231 | 33,047 | 160,616 | 195,550 | 485,628 | |
Long-lived assets | 3,288 | 3,288 | 1,335 | |||
Denmark [Member] | ||||||
Schedule of Operates in a Single Business Segment [Abstract] | ||||||
Revenues | 160,434 | $ 95,912 | 364,238 | $ 277,310 | 338,272 | 378,710 |
Long-lived assets | $ 235,625 | $ 235,625 | $ 181,982 | $ 25,664 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended | |||
Dec. 31, 2021 $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2022 $ / shares | Sep. 30, 2023 $ / shares | |
Fair Value, Nonrecurring [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Volatility | 0.04 | 0.046 | ||
Fair Value, Nonrecurring [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Volatility | 0.63 | 0.89 | ||
Fair Value, Nonrecurring [Member] | Probability Of Redemption Trigger [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Volatility | 0.75 | 0.75 | ||
Fair Value, Nonrecurring [Member] | Private Warrants [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants outstanding, term | 3 years 80 days | 2 years 171 days | ||
Strike price (in Dollars per share) | $ 460 | $ 460 | ||
Fair Value, Nonrecurring [Member] | Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Risk free rate | 0.042 | 0.0492 | ||
Fair Value, Nonrecurring [Member] | Private Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Risk free rate | 0.67 | 0.57 | ||
Fair Value, Nonrecurring [Member] | July 2022 Warrants [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants outstanding, term | 5 years 36 days | 4 years 109 days | ||
Strike price (in Dollars per share) | $ 150 | $ 150 | ||
Fair Value, Nonrecurring [Member] | July 2022 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Risk free rate | 0.0397 | 0.0467 | ||
Fair Value, Nonrecurring [Member] | July 2022 Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Risk free rate | 0.62 | 0.62 | ||
Fair Value, Nonrecurring [Member] | July 2022 Warrants [Member] | Measurement Input, Common Stock Price [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Strike price (in Dollars per share) | $ 20 | $ 0.34 | ||
Fair Value, Nonrecurring [Member] | Minimum [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Terms range | 1 year 219 days | 306 days | ||
Fair Value, Nonrecurring [Member] | Maximum [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Terms range | 7 years | 7 years | ||
Black-Scholes [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants outstanding, term | 4 years 73 days | 4 years 73 days | 3 years 73 days | |
Risk free rate | 1.20% | 4.20% | ||
Dividends rate | 0% | 0% | ||
Volatility rate | 54% | 67% | ||
Strike price (in Dollars per share) | $ 460 | $ 460 | $ 460 | |
Black-Scholes [Member] | Institutional/Accredited Investor Warrants [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants outstanding, term | 5 years 36 days | |||
Risk free rate | 3.97% | |||
Dividends rate | 0% | |||
Volatility rate | 62% | |||
Strike price (in Dollars per share) | $ 20 | |||
Monte Carlo Simulation [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Risk free rate | 1.40% | 4% | ||
Monte Carlo Simulation [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Dividends rate | 0% | 0% | ||
Monte Carlo Simulation [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Volatility rate | 53% | 63% | ||
Monte Carlo Simulation [Member] | Probability Of Redemption Trigger [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Redemption percentage | 75% | 75% | ||
Monte Carlo Simulation [Member] | Minimum [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Terms range | 3 years | 3 years | 1 year 219 days | |
Monte Carlo Simulation [Member] | Maximum [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Terms range | 7 years | 7 years | 7 years | |
Monte Carlo Simulation [Member] | Fair Value, Nonrecurring [Member] | Probability Of Redemption Trigger [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Redemption percentage | 75% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Consolidated Balance Sheet - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stonepeak and Evolve Unvested Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | $ 8,677,000 | |||||
Recurring fair value measurements, gains (losses) during period | 8,677,000 | (699,628) | ||||
Institutional/Accredited Investor Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 218,884 | 218,884 | ||||
Recurring fair value measurements, gains (losses) during period | 1,682,700 | 1,682,700 | ||||
Private Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 2,000 | 2,000 | 866,000 | |||
Recurring fair value measurements, gains (losses) during period | 170,000 | 854,000 | 387,228 | |||
Redeemable Preferred Stock [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 511,948 | |||||
Recurring fair value measurements, gains (losses) during period | (14,342) | |||||
Level 3: Significant Unobservable Inputs | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | $ 2,000 | |||||
Level 3: Significant Unobservable Inputs | Stonepeak and Evolve Unvested Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 8,677,000 | |||||
Level 3: Significant Unobservable Inputs | Institutional/Accredited Investor Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 76,271 | 218,884 | 76,271 | 218,884 | 218,884 | |
Level 3: Significant Unobservable Inputs | Total recurring fair value measurements [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 361,915 | 580,109 | 361,915 | 580,109 | 580,109 | 10,054,948 |
Level 3: Significant Unobservable Inputs | Private Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 4 | 2,000 | 4 | 2,000 | 866,000 | |
Level 3: Significant Unobservable Inputs | Redeemable Preferred Stock [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 359,225 | 511,948 | ||||
Fair Value, Inputs, Level 1 [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 2,000 | |||||
Recurring fair value measurements, gains (losses) during period | 864,000 | |||||
Fair Value, Inputs, Level 1 [Member] | Stonepeak and Evolve Unvested Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | ||||||
Recurring fair value measurements, gains (losses) during period | 8,677,000 | |||||
Fair Value, Inputs, Level 1 [Member] | Institutional/Accredited Investor Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 76,271 | 76,271 | 218,884 | |||
Recurring fair value measurements, gains (losses) during period | 214,361 | 142,613 | 2,445,462 | |||
Fair Value, Inputs, Level 1 [Member] | Total recurring fair value measurements [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 361,915 | 580,109 | 361,915 | 580,109 | 580,109 | 10,054,948 |
Recurring fair value measurements, gains (losses) during period | 281,939 | 1,812,455 | 218,194 | 11,194,391 | 12,139,185 | (326,742) |
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 4 | 4 | ||||
Recurring fair value measurements, gains (losses) during period | 212 | 1,996 | ||||
Fair Value, Inputs, Level 1 [Member] | Redeemable Preferred Stock [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements | 359,225 | |||||
Recurring fair value measurements, gains (losses) during period | 152,723 | |||||
Level 2: Significant Other Observable Inputs | Stonepeak and Evolve Unvested Warrants [Member] | ||||||
Recurring fair value measurements | ||||||
Total recurring fair value measurements |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Reconciliation of the Opening and Closing Balances for the Liabilities Related to the Private Warrants - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Private Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of Reconciliation of the Opening and Closing Balances for the Liabilities Related to the Private Warrants [Line Items] | ||||
Balance at December 31, 2021 | $ 2,000 | $ 866,000 | ||
Initial fair value | ||||
Balance at Total (gains) losses for period included in earnings | $ 212 | $ 784 | 1,000 | (864,000) |
Balance at December 31, 2022 | 2,000 | |||
Stonepeak and Evolve Unvested Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of Reconciliation of the Opening and Closing Balances for the Liabilities Related to the Private Warrants [Line Items] | ||||
Balance at December 31, 2021 | 8,677,000 | |||
Initial fair value | ||||
Balance at Total (gains) losses for period included in earnings | (8,677,000) | |||
Balance at December 31, 2022 | ||||
Institutional/Accredited Investor Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of Reconciliation of the Opening and Closing Balances for the Liabilities Related to the Private Warrants [Line Items] | ||||
Balance at December 31, 2021 | 218,884 | 2,664,346 | ||
Initial fair value | ||||
Balance at Total (gains) losses for period included in earnings | (2,445,462) | |||
Balance at December 31, 2022 | 218,884 | |||
Redeemable Preferred Stock [Member] | Private Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of Reconciliation of the Opening and Closing Balances for the Liabilities Related to the Private Warrants [Line Items] | ||||
Balance at December 31, 2021 | $ 359,225 | 511,948 | ||
Initial fair value | ||||
Balance at Total (gains) losses for period included in earnings | (152,723) | |||
Balance at December 31, 2022 | $ 359,225 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Significant Unobservable Inputs and Valuation - Fair Value, Inputs, Level 3 [Member] - Fair Value, Nonrecurring [Member] - USD ($) | 5 Months Ended | 12 Months Ended | |
May 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stonepeak/Evolve Warrants, Series C [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) (in Dollars per share) | $ 5.6 | $ 0 | $ 3.2 |
Valuation methodology | Monte Carlo Simulation & Black Scholes | Monte Carlo Simulation & Black Scholes | Monte Carlo Simulation & Black Scholes |
Term (years) | 10 years | 8 years 4 months 24 days | 9 years 4 months 24 days |
Risk free rate | 1.60% | 3.90% | 1.50% |
Exercise price (in Dollars per share) | $ 600 | $ 600 | $ 600 |
Volatility | 55% | 56% | 54% |
Capital expenditure forecast (in millions) (in Dollars) | $ 125 | $ 125 | $ 125 |
Probability of warrants vesting | 96.90% | 90.70% | |
Stonepeak/Evolve Warrants, Series D [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) (in Dollars per share) | $ 4.8 | $ 0 | $ 2.4 |
Valuation methodology | Monte Carlo Simulation & Black Scholes | Monte Carlo Simulation & Black Scholes | Monte Carlo Simulation & Black Scholes |
Term (years) | 10 years | 8 years 4 months 24 days | 9 years 4 months 24 days |
Risk free rate | 1.60% | 3.90% | 1.50% |
Exercise price (in Dollars per share) | $ 800 | $ 800 | $ 800 |
Volatility | 55% | 56% | 54% |
Capital expenditure forecast (in millions) (in Dollars) | $ 250 | $ 250 | $ 250 |
Probability of warrants vesting | 87.70% | 75.80% | |
Stonepeak/Evolve Warrants, Series E [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) (in Dollars per share) | $ 3.8 | $ 0 | $ 1.7 |
Valuation methodology | Monte Carlo Simulation & Black Scholes | Monte Carlo Simulation & Black Scholes | Monte Carlo Simulation & Black Scholes |
Term (years) | 10 years | 8 years 4 months 24 days | 9 years 4 months 24 days |
Risk free rate | 1.60% | 3.90% | 1.50% |
Exercise price (in Dollars per share) | $ 1,200 | $ 1,200 | $ 1,200 |
Volatility | 55% | 56% | 54% |
Capital expenditure forecast (in millions) (in Dollars) | $ 375 | $ 375 | $ 375 |
Probability of warrants vesting | 78.20% | 63.80% | |
Stonepeak/Evolve Warrants, Series F [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) (in Dollars per share) | $ 3.2 | $ 0 | $ 1.3 |
Valuation methodology | Monte Carlo Simulation & Black Scholes | Monte Carlo Simulation & Black Scholes | Monte Carlo Simulation & Black Scholes |
Term (years) | 10 years | 8 years 4 months 24 days | 9 years 4 months 24 days |
Risk free rate | 1.60% | 3.90% | 1.50% |
Exercise price (in Dollars per share) | $ 1,600 | $ 1,600 | $ 1,600 |
Volatility | 55% | 56% | 54% |
Capital expenditure forecast (in millions) (in Dollars) | $ 500 | $ 500 | $ 500 |
Probability of warrants vesting | 69.90% | 54.50% | |
Stonepeak/Evolve Warrants, Series B [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) (in Dollars per share) | $ 12.8 | ||
Valuation methodology | Black Scholes | ||
Term (years) | 10 years | ||
Risk free rate | 1.60% | ||
Exercise price (in Dollars per share) | $ 400 | ||
Volatility | 55% | ||
Capital expenditure forecast (in millions) (in Dollars) | |||
Probability of warrants vesting | 100% | ||
Stonepeak/Evolve Warrants, Option [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) (in Dollars per share) | $ 12.6 | ||
Valuation methodology | Black Scholes | ||
Term (years) | 7 years 6 months | ||
Risk free rate | 1.40% | ||
Exercise price (in Dollars per share) | $ 2,000 | ||
Volatility | 57% | ||
Capital expenditure forecast (in millions) (in Dollars) | |||
Probability of warrants vesting |
Derivative Liability - Non-Co_3
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Details) - Schedule of the Fair Value of Derivatives by Balance Sheet Line Item - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Long-term Liabilities [Member] | |||
Other long term liabilities: | |||
Derivative liability - non-controlling redeemable preferred shares | $ 285,640 | $ 359,225 | $ 511,948 |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 06, 2022 | |
Investments [Line Items] | ||||||||
Consulting services | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Gains from sale of investments in equity securities | $ 325,155 | |||||||
Dreev [Member] | ||||||||
Investments [Line Items] | ||||||||
Company's equity ownership | 13% | 13% | 13% | |||||
Consulting services | $ 43,399 | $ 43,399 | ||||||
Switch EV [Member] | ||||||||
Investments [Line Items] | ||||||||
Company's equity ownership | 5% | |||||||
Equity method investments | $ 1,000,000 | |||||||
Final valuations | 5% | |||||||
Proceeds from sale of investments in equity securities | $ 1,300,000 | |||||||
Gains from sale of investments in equity securities | $ (300,000) |
Account Receivables, Net (Detai
Account Receivables, Net (Details) - Schedule of Account Receivables, Net - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Account Receivables Net Abstract | |||
Trade receivables | $ 1,180,528 | $ 1,949,896 | |
Less: allowance for doubtful accounts | $ (408,996) | (58,834) | (63,188) |
Accounts receivable, net | $ 2,669,269 | $ 1,121,694 | $ 1,886,708 |
Account Receivables, Net (Det_2
Account Receivables, Net (Details) - Schedule of Allowance for Doubtful Accounts - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Allowance For Doubtful Accounts Abstract | |||
Balance, beginning | $ 58,834 | $ 63,188 | |
Provision | 343,172 | ||
Write-off | 6,990 | 4,354 | |
Recoveries | |||
Balance, ending | $ (58,834) | $ (63,188) |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | |||
Total | $ 6,833,937 | $ 11,551,831 | $ 11,118,188 |
DC Chargers [Member] | |||
Inventory [Line Items] | |||
Total | 6,181,368 | 9,248,398 | 7,687,598 |
AC Chargers [Member] | |||
Inventory [Line Items] | |||
Total | 220,720 | 123,247 | 232,920 |
Vehicles – School Buses [Member] | |||
Inventory [Line Items] | |||
Total | 1,620,000 | 3,180,000 | |
Others [Member] | |||
Inventory [Line Items] | |||
Total | $ 560,186 | $ 17,670 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Property, Plant and Equipment [Line Items] | |||||||
Useful Lives | 20 years | 20 years | 20 years | ||||
Property, plant and equipment, gross | $ 1,015,910 | $ 1,015,910 | $ 853,503 | $ 442,182 | |||
Less: Accumulated Depreciation | (328,933) | (328,933) | (216,559) | (85,988) | |||
Property, plant and equipment, net | 686,977 | 686,977 | 636,944 | 356,194 | |||
Depreciation expense | 35,936 | $ 46,012 | 132,465 | $ 108,277 | |||
Computers & servers [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | $ 154,380 | $ 154,380 | $ 130,417 | 105,499 | |||
Computers & servers [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful Lives | 1 year | 1 year | 1 year | ||||
Computers & servers [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful Lives | 3 years | 3 years | 3 years | ||||
Vehicles [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | $ 100,230 | $ 100,230 | $ 139,788 | 168,862 | |||
Vehicles [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful Lives | 5 years | 5 years | 5 years | ||||
Vehicles [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful Lives | 7 years | 7 years | 7 years | ||||
Office furniture and equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | $ 356,473 | $ 356,473 | $ 326,613 | 161,771 | |||
Office furniture and equipment [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful Lives | 3 years | 3 years | 3 years | ||||
Office furniture and equipment [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful Lives | 5 years | 5 years | 5 years | ||||
DC Chargers [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | [1] | $ 256,685 | 6,050 | ||||
DC Chargers [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful Lives | 5 years | ||||||
DC Chargers [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful Lives | 7 years | ||||||
Depreciation expense [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation expense | $ 150,099 | $ 27,280 | |||||
[1]Represents DC Charges temporary loan out to customer while their DC Charges being repaired. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets [Abstract] | ||||||
Gross intangible asset | $ 2,091,556 | $ 2,091,556 | $ 2,091,556 | $ 2,091,556 | ||
Amortization expense of intangible assets | 34,860 | $ 34,860 | 104,578 | $ 104,578 | 139,437 | 139,437 |
Finite-lived intangible assets, accumulated amortization | 854,494 | 854,494 | 749,916 | $ 610,480 | ||
Finite-lived intangible assets, net | $ 1,237,061 | $ 1,237,061 | $ 1,341,640 | |||
Acquire finite-lived intangible assets, weighted average useful life | 9 years 36 days | 9 years 292 days |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Estimated Future Amortization Expense - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Estimated Future Amortization Expense [Abstract] | ||
2023 | $ 139,437 | $ 139,437 |
2024 | 139,437 | 139,437 |
2025 | 137,770 | 139,437 |
2026 | 132,770 | 137,770 |
2027 | 132,770 | |
Thereafter | 652,789 | |
Total estimated future amortization expense | $ 1,237,061 | $ 1,341,640 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Jun. 06, 2023 USD ($) $ / shares shares | Apr. 14, 2023 USD ($) $ / shares shares | Feb. 17, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) | Jul. 27, 2022 USD ($) $ / shares shares | May 05, 2022 USD ($) | Apr. 25, 2022 USD ($) | May 17, 2021 USD ($) $ / shares | Apr. 26, 2021 USD ($) $ / shares shares | Apr. 23, 2021 USD ($) $ / shares shares | Nov. 11, 2020 USD ($) $ / shares shares | Feb. 19, 2020 USD ($) $ / shares shares | Jul. 31, 2022 | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Authorized classes of stock | 2 | 2 | |||||||||||||||||
Classes of capital stock | shares | 101,000,000 | 101,000,000 | |||||||||||||||||
Common stock authorized | shares | 100,000,000 | 100,000,000 | 30,000,000 | ||||||||||||||||
Common Stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock authorized | shares | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, share issued | shares | 0 | 0 | 0 | ||||||||||||||||
Preferred stock, share outstanding | shares | 0 | 0 | 0 | ||||||||||||||||
Offering price (in Dollars) | $ | $ 14,000,000 | ||||||||||||||||||
Aggregate gross percentage | 6% | ||||||||||||||||||
Average price (in Dollars per share) | $ 2,000 | ||||||||||||||||||
Net proceeds (in Dollars) | $ | $ 884,586 | $ 3,763,494 | $ 3,763,494 | ||||||||||||||||
Price per share (in Dollars per share) | $ 140 | ||||||||||||||||||
Excluding the proceeds (in Dollars) | $ | $ 13,100,000 | ||||||||||||||||||
Warrants issued | 10 years | ||||||||||||||||||
Aggregate conditional capital commitment (in Dollars) | $ | $ 750,000,000 | ||||||||||||||||||
Aggregate conditional capital expenditures (in Dollars) | $ | 500,000,000 | ||||||||||||||||||
Private warrant liability (in Dollars) | $ | 2,000 | ||||||||||||||||||
Shares issued (in Dollars per share) | $ 400 | ||||||||||||||||||
Purchase per units (in Dollars per share) | $ 460 | ||||||||||||||||||
Company reacquired | shares | 3,361 | 15,000 | |||||||||||||||||
Cash renewables (in Dollars) | $ | $ 2,000,000 | 6,000,000 | |||||||||||||||||
Average closing price (in Dollars per share) | $ 594.8 | $ 594.8 | |||||||||||||||||
Purchase authorized (in Dollars) | $ | 250,000,000 | ||||||||||||||||||
Grant date fair value (in Dollars) | $ | 12,600,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Common Stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||
Shares of common stock | shares | 53,750 | ||||||||||||||||||
Prefunded Warrant [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants purchase | shares | 46,250 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 139.996 | ||||||||||||||||||
Number of shares | shares | 1 | ||||||||||||||||||
Exercised date | 6 months | ||||||||||||||||||
Duration of warrants terminate | 5 years | ||||||||||||||||||
Warrants and Rights Outstanding, Vesting Period | 6 months | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Shares of common stock | shares | 33,844 | 5,750,000 | |||||||||||||||||
Warrants purchase | shares | 100,000 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 660 | ||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 150 | 460 | |||||||||||||||||
Class of Warrant or Right, Redemption Price of Warrants or Rights (in Dollars per share) | $ 0.01 | ||||||||||||||||||
Notice period | 30 days | ||||||||||||||||||
Stonepeak/Evolve Warrants, Series B [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 400 | $ 400 | |||||||||||||||||
Warrants outstanding (in Dollars) | $ | 12,800,000 | ||||||||||||||||||
Stonepeak/Evolve Warrants, Series C [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | 600 | 600 | |||||||||||||||||
Warrants outstanding (in Dollars) | $ | 5,600,000 | ||||||||||||||||||
Stonepeak/Evolve Warrants, Series D [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | 800 | 800 | |||||||||||||||||
Warrants outstanding (in Dollars) | $ | 4,800,000 | ||||||||||||||||||
Stonepeak/Evolve Warrants, Series E [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | 1,200 | 1,200 | |||||||||||||||||
Warrants outstanding (in Dollars) | $ | 3,800,000 | ||||||||||||||||||
Stonepeak/Evolve Warrants, Series F [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 1,600 | 1,600 | |||||||||||||||||
Warrants outstanding (in Dollars) | $ | $ 3,200,000 | ||||||||||||||||||
Nuvve [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Share purchase | shares | 3,362 | 3,362 | |||||||||||||||||
Stock repurchased, average cost per share (in Dollars per share) | $ 594.8 | $ 594.8 | $ 594.8 | ||||||||||||||||
Repurchase of common stock (in Dollars) | $ | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||||
Warrant [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | 150 | ||||||||||||||||||
Warrants issued | 10 years | ||||||||||||||||||
Warrant [Member] | Common Stock [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Common Stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||
Stonepeak/Evolve Warrants, Series B [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants purchase | shares | 50,000 | 50,000 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 400 | $ 400 | |||||||||||||||||
Stonepeak/Evolve Warrants, Series C [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants purchase | shares | 25,000 | 25,000 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 600 | $ 600 | |||||||||||||||||
Percentage of share issuance | 50% | 50% | |||||||||||||||||
Issuance vested | 50% | 50% | |||||||||||||||||
Aggregate capital expenditures (in Dollars) | $ | $ 125,000,000 | $ 125,000,000 | |||||||||||||||||
Stonepeak/Evolve Warrants, Series D [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants purchase | shares | 25,000 | 25,000 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 800 | $ 800 | |||||||||||||||||
Percentage of share issuance | 50% | 50% | |||||||||||||||||
Issuance vested | 50% | 50% | |||||||||||||||||
Aggregate capital expenditures (in Dollars) | $ | $ 250,000,000 | $ 250,000,000 | |||||||||||||||||
Stonepeak/Evolve Warrants, Series E [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants purchase | shares | 25,000 | 25,000 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 1,200 | $ 1,200 | |||||||||||||||||
Percentage of share issuance | 50% | 50% | |||||||||||||||||
Issuance vested | 50% | 50% | |||||||||||||||||
Aggregate capital expenditures (in Dollars) | $ | $ 375,000,000 | $ 375,000,000 | |||||||||||||||||
Stonepeak/Evolve Warrants, Series F [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants purchase | shares | 25,000 | 25,000 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 1,600 | $ 1,600 | |||||||||||||||||
Exercised date | 180 days | ||||||||||||||||||
Percentage of share issuance | 50% | 50% | |||||||||||||||||
Issuance vested | 50% | 50% | |||||||||||||||||
Aggregate capital expenditures (in Dollars) | $ | $ 500,000,000 | $ 500,000,000 | |||||||||||||||||
PIPE Warrants [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Shares of common stock | shares | 0.048 | ||||||||||||||||||
Average price (in Dollars per share) | $ 460 | ||||||||||||||||||
Fair Value, Inputs, Level 3 [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants outstanding (in Dollars) | $ | 2,000 | ||||||||||||||||||
Shelf Registration [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Offering price (in Dollars) | $ | $ 100,000,000 | $ 100,000,000 | |||||||||||||||||
At The Market Offering [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Offering price (in Dollars) | $ | $ 25,000,000 | $ 25,000,000 | |||||||||||||||||
Aggregate gross percentage | 3% | 3% | |||||||||||||||||
Shares of common stock | shares | 37,804 | 19,822 | |||||||||||||||||
Average price (in Dollars per share) | $ 25.6 | $ 198.8 | |||||||||||||||||
Net proceeds (in Dollars) | $ | $ 900,000 | $ 3,800,000 | |||||||||||||||||
Offering program (in Dollars) | $ | $ 50,000 | ||||||||||||||||||
Private Warrants [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants outstanding (in Dollars) | $ | $ 2,000 | 2,000 | 866,000 | ||||||||||||||||
Private warrant gain (in Dollars) | $ | 170,000 | 854,000 | 387,228 | ||||||||||||||||
Private Warrants [Member] | Warrant [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Shares of common stock | shares | 143,750 | ||||||||||||||||||
Private Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants outstanding (in Dollars) | $ | $ 2,000 | $ 4 | $ 2,000 | $ 866,000 | |||||||||||||||
IPO [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Number of warrants | shares | 1 | ||||||||||||||||||
IPO [Member] | Newborn Acquisition Corp [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Number of shares | shares | 1 | ||||||||||||||||||
Number of warrants | shares | 1 | ||||||||||||||||||
Shares issued (in Dollars per share) | $ 400 | ||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Private warrant gain (in Dollars) | $ | $ 864,000 | ||||||||||||||||||
Private Placement [Member] | Warrant [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Private unit | shares | 6,813 | ||||||||||||||||||
Private Placement [Member] | Newborn Acquisition Corp [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Shares of common stock | shares | 6,813 | ||||||||||||||||||
Number of warrants | shares | 1 | ||||||||||||||||||
Shares issued (in Dollars per share) | $ 400 | ||||||||||||||||||
Private Placement [Member] | Warrant [Member] | Newborn Acquisition Corp [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Number of warrants | shares | 1 | ||||||||||||||||||
Registered Direct Offering [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Aggregate gross percentage | 6% | 6% | 6% | ||||||||||||||||
Net proceeds (in Dollars) | $ | $ 1,000,000 | $ 1,000,000 | $ 500,000 | ||||||||||||||||
Price per share (in Dollars per share) | $ 36.8 | $ 22 | $ 16 | ||||||||||||||||
Registered Direct Offering [Member] | Common Stock [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Shares of common stock | shares | 62,313 | 45,455 | 13,587 | ||||||||||||||||
Securities Purchase Agreement [Member] | Stonepeak and Evolve Warrants [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrant percentage | 90% | ||||||||||||||||||
Securities Purchase Agreement [Member] | Evolve Warrants [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrant percentage | 10% | ||||||||||||||||||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Stonepeak/Evolve Warrants, Series B [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrants outstanding (in Dollars) | $ | $ 12,800,000 | ||||||||||||||||||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Stonepeak/Evolve Warrants, Series C [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 600 | ||||||||||||||||||
Warrants issued | 8 years 4 months 24 days | ||||||||||||||||||
Warrants outstanding (in Dollars) | $ | 5,600,000 | ||||||||||||||||||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Stonepeak/Evolve Warrants, Series D [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 800 | ||||||||||||||||||
Warrants issued | 8 years 4 months 24 days | ||||||||||||||||||
Warrants outstanding (in Dollars) | $ | 4,800,000 | ||||||||||||||||||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Stonepeak/Evolve Warrants, Series E [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 1,200 | ||||||||||||||||||
Warrants issued | 8 years 4 months 24 days | ||||||||||||||||||
Warrants outstanding (in Dollars) | $ | 3,800,000 | ||||||||||||||||||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Stonepeak/Evolve Warrants, Series F [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 1,600 | ||||||||||||||||||
Warrants issued | 8 years 4 months 24 days | ||||||||||||||||||
Warrants outstanding (in Dollars) | $ | $ 3,200,000 | ||||||||||||||||||
Unit Purchase Option [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Shares issued (in Dollars per share) | $ 100 | ||||||||||||||||||
Purchase units | shares | 7,906 | ||||||||||||||||||
Purchase per units (in Dollars per share) | $ 460 | ||||||||||||||||||
Aggregate exercise price (in Dollars) | $ | $ 3,636,875 | ||||||||||||||||||
Unit Purchase Option [Member] | Warrant [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Purchase per units (in Dollars per share) | $ 460 | ||||||||||||||||||
Minimum [Member] | Unit Purchase Option [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Registration rights for periods | 5 years | ||||||||||||||||||
Maximum [Member] | Unit Purchase Option [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Registration rights for periods | 7 years | ||||||||||||||||||
Previously Reported [Member] | Nuvve [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Share purchase | shares | 3,361 | ||||||||||||||||||
Stonepeak Rocket Holdings [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrant percentage | 90% | ||||||||||||||||||
Evolve Transition Infrastructure [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Warrant percentage | 10% | ||||||||||||||||||
Investor [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Investors agreed to purchase | shares | 35,625 | ||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 400 | ||||||||||||||||||
Purchase price (in Dollars) | $ | $ 14,250,000 | ||||||||||||||||||
Investor [Member] | Newborn [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Shares of common stock | shares | 35,625 | ||||||||||||||||||
Average price (in Dollars per share) | $ 400 | ||||||||||||||||||
PIPE [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Shares of common stock | shares | 0.048 | ||||||||||||||||||
Average price (in Dollars per share) | $ 460 | ||||||||||||||||||
PIPE [Member] | Newborn [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Offering price (in Dollars) | $ | $ 14,250,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 359,125 | 405,375 |
Number of Warrants Exercised | 46,250 | |
Number of Warrants Exercisable | 309,125 | 309,125 |
Public Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 71,875 | 71,875 |
Number of Warrants Exercised | ||
Number of Warrants Exercisable | 71,875 | 71,875 |
Exercise Price (in Dollars per share) | $ 460 | $ 460 |
Expiration Date | Mar. 19, 2026 | Mar. 19, 2026 |
Private Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 3,406 | 3,406 |
Number of Warrants Exercised | ||
Number of Warrants Exercisable | 3,406 | 3,406 |
Exercise Price (in Dollars per share) | $ 460 | $ 460 |
Expiration Date | Mar. 19, 2026 | Mar. 19, 2026 |
PIPE Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 33,844 | 33,844 |
Number of Warrants Exercised | ||
Number of Warrants Exercisable | 33,844 | 33,844 |
Exercise Price (in Dollars per share) | $ 460 | $ 460 |
Expiration Date | Mar. 19, 2026 | Mar. 19, 2026 |
Stonepeak/Evolve Warrants, Series B [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 50,000 | 50,000 |
Number of Warrants Exercised | ||
Number of Warrants Exercisable | 50,000 | 50,000 |
Exercise Price (in Dollars per share) | $ 400 | $ 400 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Stonepeak/Evolve Warrants, Series C [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 25,000 | 25,000 |
Number of Warrants Exercised | ||
Number of Warrants Exercisable | 12,500 | 12,500 |
Exercise Price (in Dollars per share) | $ 600 | $ 600 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Stonepeak/Evolve Warrants, Series D [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 25,000 | 25,000 |
Number of Warrants Exercised | ||
Number of Warrants Exercisable | 12,500 | 12,500 |
Exercise Price (in Dollars per share) | $ 800 | $ 800 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Stonepeak/Evolve Warrants, Series E [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 25,000 | 25,000 |
Number of Warrants Exercised | ||
Number of Warrants Exercisable | 12,500 | 12,500 |
Exercise Price (in Dollars per share) | $ 1,200 | $ 1,200 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Stonepeak/Evolve Warrants, Series F [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 25,000 | 25,000 |
Number of Warrants Exercised | ||
Number of Warrants Exercisable | 12,500 | 12,500 |
Exercise Price (in Dollars per share) | $ 1,600 | $ 1,600 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Institutional/Accredited Investor Pre-Funded Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 46,250 | |
Number of Warrants Exercised | 46,250 | |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 0.004 | |
Expiration Date | ||
Institutional/Accredited Investor Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 100,000 | 100,000 |
Number of Warrants Exercised | ||
Number of Warrants Exercisable | 100,000 | 100,000 |
Exercise Price (in Dollars per share) | $ 150 | $ 150 |
Expiration Date | Jul. 29, 2027 | Jan. 29, 2028 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 02, 2023 | |
Stock-Based Compensation (Details) [Line Items] | ||||||||
Options granted (in Shares) | ||||||||
Share based option modified (in Shares) | 41,000 | |||||||
Increase decrease exercise price (in Dollars per share) | $ 24 | |||||||
Incremental compensation cost | $ 246,000 | |||||||
Weighted average remaining recognition period | 3966817 years | 6195461 years | ||||||
2020 Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Aggregate common shares (in Shares) | 82,500 | |||||||
Option contractual life | 10 years | 10 years | ||||||
Issuance of common stock available for future (in Shares) | 17,863 | |||||||
Options granted (in Shares) | 2,895 | |||||||
Weighted average grant date fair value of options granted during period (in Dollars per share) | $ 22.8 | $ 94 | ||||||
Number of additional shares authorized (in Shares) | 100,000 | |||||||
Aggregate of common shares (in Shares) | 182,500 | 182,500 | ||||||
2010 Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Options granted (in Shares) | ||||||||
Weighted average grant date fair value of options granted during period (in Dollars per share) | $ 0 | |||||||
Subsequent Event [Member] | 2020 Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Issuance of common stock available for future (in Shares) | 67,042 | |||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Additional compensation expense | $ 9,721 | $ 16,791 | $ 33,971 | $ 55,307 | $ 68,049 | $ 62,449 | ||
Share-Based Payment Arrangement, Option [Member] | 2020 Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Vesting terms | 4 years | 4 years | ||||||
Restricted Stock [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Total unrecognized compensation cost related to nonvested restricted stock | $ 631,929 | $ 631,929 | $ 1,830,932 | |||||
Weighted average remaining recognition period | 306 days | 1 year 14 days |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Stock-based Compensation Expense for Stock Options - Selling, General and Administrative Expenses [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 663,369 | $ 633,883 | $ 2,014,240 | $ 1,959,648 | $ 2,634,486 | $ 2,643,242 |
Restricted Stock [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 423,928 | $ 377,790 | $ 1,409,735 | $ 2,178,883 | 2,395,580 | 1,514,120 |
Total [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 5,030,066 | $ 4,157,362 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Black-scholes Option Pricing Model to Estimate the Fair Value of Stock Options - 2020 Plan [Member] | 12 Months Ended | |
Dec. 31, 2022 | ||
Stock-Based Compensation (Details) - Schedule of Black-scholes Option Pricing Model to Estimate the Fair Value of Stock Options [Line Items] | ||
Expected life of options (in years) | 6 years 1 month 6 days | [1] |
Dividend yield | 0% | [2] |
Risk-free interest rate | 2.75% | [3] |
Volatility | 56.20% | [4] |
[1]The expected life of options is the average of the contractual term of the options and the vesting period.[2]No cash dividends have been declared on the Company’s common stock since the Company’s inception, and the Company currently does not anticipate declaring or paying cash dividends over the expected life of the options.[3]The risk -free |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of Stock Option Activity - Stock-Based Compensation [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
2010 Plan [Member] | ||
Stock-Based Compensation (Details) - Schedule of Stock Option Activity [Line Items] | ||
Shares, Outstanding Ending Balance | 21,338 | 25,876 |
Weighted- Average Exercise Price per Share, Outstanding Ending Balance | $ 116.4 | $ 128.4 |
Weighted- Average Remaining Contractual Term (Years), Outstanding Ending Balance | 5 years 8 months 12 days | 5 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ 5,688,501 | |
Shares, Options Exercisable | 19,935 | |
Weighted- Average Exercise Price per Share, Options Exercisable | $ 102.8 | |
Weighted- Average Remaining Contractual Term (Years), Options Exercisable | 4 years 5 months 8 days | |
Aggregate Intrinsic Value, Options Exercisable | ||
Shares, Option Vested | 19,935 | |
Weighted- Average Exercise Price per Share, Option Vested | $ 102.8 | |
Weighted- Average Remaining Contractual Term (Years), Option Vested | 4 years 5 months 8 days | |
Aggregate Intrinsic Value, Option Vested | ||
Shares, Granted | ||
Weighted- Average Exercise Price per Share, Granted | ||
Weighted- Average Remaining Contractual Term, Granted | ||
Aggregate Intrinsic Value, Granted | ||
Shares, Exercised | (1,493) | |
Weighted- Average Exercise Price per Share, Exercised | $ 83.6 | |
Weighted- Average Remaining Contractual Term (Years), Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Shares, Forfeited | (1,532) | |
Weighted- Average Exercise Price per Share, Forfeited | $ 313.6 | |
Weighted- Average Remaining Contractual Term (Years), Forfeited | ||
Aggregate Intrinsic Value, Forfeited | ||
Shares, Expired/Cancelled | (1,513) | |
Weighted- Average Exercise Price per Share, Expired/Cancelled | $ 177.6 | |
Weighted- Average Remaining Contractual Term (Years), Expired/Cancelled | ||
Aggregate Intrinsic Value, Expired/Cancelled | ||
2020 Plan [Member] | ||
Stock-Based Compensation (Details) - Schedule of Stock Option Activity [Line Items] | ||
Shares, Outstanding Ending Balance | 42,778 | 40,071 |
Weighted- Average Exercise Price per Share, Outstanding Ending Balance | $ 468.4 | $ 527.2 |
Weighted- Average Remaining Contractual Term (Years), Outstanding Ending Balance | 8 years 5 months 15 days | 9 years 3 months 7 days |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ 46,920 | |
Shares, Options Exercisable | ||
Weighted- Average Exercise Price per Share, Options Exercisable | ||
Weighted- Average Remaining Contractual Term (Years), Options Exercisable | ||
Aggregate Intrinsic Value, Options Exercisable | ||
Shares, Option Vested | 15,226 | |
Weighted- Average Exercise Price per Share, Option Vested | $ 535.2 | |
Weighted- Average Remaining Contractual Term (Years), Option Vested | 8 years 2 months 1 day | |
Aggregate Intrinsic Value, Option Vested | ||
Shares, Granted | 8,810 | |
Weighted- Average Exercise Price per Share, Granted | $ 174.4 | |
Weighted- Average Remaining Contractual Term, Granted | ||
Aggregate Intrinsic Value, Granted | ||
Shares, Exercised | ||
Weighted- Average Exercise Price per Share, Exercised | ||
Weighted- Average Remaining Contractual Term (Years), Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Shares, Forfeited | (6,033) | |
Weighted- Average Exercise Price per Share, Forfeited | $ 401.6 | |
Weighted- Average Remaining Contractual Term (Years), Forfeited | ||
Aggregate Intrinsic Value, Forfeited | ||
Shares, Expired/Cancelled | (70) | |
Weighted- Average Exercise Price per Share, Expired/Cancelled | $ 330 | |
Weighted- Average Remaining Contractual Term (Years), Expired/Cancelled | ||
Aggregate Intrinsic Value, Expired/Cancelled |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of Other Share Based Compensation Information - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Other Share Based Compensation Information Abstract | ||||
Amount received from option exercised | $ 209,280 | $ 245,748 | $ 576,528 | |
Total unrecognized options compensation costs | $ 1.63 | $ 2.55 | ||
Weighted average remaining recognition period | 3966817 years | 6195461 years |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of Nonvested Restricted Stock Units - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of Nonvested Restricted Stock Units [Line Items] | |||
Shares, Nonvested Ending Balance | 10,907 | 8,845 | |
Weighted- Average Grant Date Fair Value, Nonvested Ending Balance | $ 257.2 | $ 440 | |
Shares, Granted | 12,585 | ||
Weighted- Average Grant Date Fair Value, Granted | $ 22.4 | $ 122.8 | |
Shares, Vested/Release | (9,962) | ||
Weighted- Average Grant Date Fair Value, Vested/Release | 44 | $ 244.8 | |
Shares, Cancelled/Forfeited | (561) | ||
Weighted- Average Grant Date Fair Value, Cancelled/Forfeited | $ 184.4 | $ 348.8 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 59,202,000 | |
Federal net operating loss carryforwards | $ 3,070,000 | |
Ownership Percentage | 50% | |
Valuation allowance | $ 18,051,182 | $ 10,384,550 |
Valuation allowance increase | 7,666,632 | |
State and Local Jurisdiction [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 28,125,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income (Loss) Before Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Income Loss Before Income Taxes Abstract | ||
United States | $ (22,719,272) | $ (74,262,131) |
Foreign | (1,837,434) | (354,181) |
Total income (loss) before income taxes | $ (24,556,706) | $ (74,616,312) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Tax Expense [Abstract] | ||||||
Federal | ||||||
State | 800 | 1,000 | ||||
Current income tax expense | 800 | 1,000 | ||||
Federal | ||||||
State | ||||||
Deferred income tax expense | ||||||
Income tax expense | $ 800 | $ 1,000 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation between Income Tax Expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation between Income Tax Expense [Abstract] | ||||||
Federal income tax benefit at statutory federal tax rate | $ (5,160,372) | $ (15,669,426) | ||||
State income tax, net of federal benefit | (823,890) | (776,843) | ||||
Noncontrolling interest | 113,157 | 449,037 | ||||
Stock compensation | 624,065 | 452,444 | ||||
Change in fair value of warrants | (2,517,157) | 65,604 | ||||
162(m) excess compensation | 237,247 | |||||
Change in valuation allowance | 7,666,631 | 9,413,411 | ||||
Finance costs | 54,802 | 5,643,259 | ||||
Other | 43,564 | 186,267 | ||||
Income tax expense | $ 800 | $ 1,000 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Significant Components of the Company’s Deferred Tax Assets (Liabilities) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Significant Components of the Company’s Deferred Tax Assets (Liabilities) [Abstract] | ||
Equity investment | $ (489,911) | $ (576,523) |
Accrued liabilities and other | 1,118,256 | 1,007,644 |
Right-of-use assets | (1,246,870) | (845,240) |
Lease liabilities | 1,389,893 | 845,240 |
Research and experimental expenditures | 1,507,144 | |
Net operating losses | 15,772,670 | 9,953,429 |
Net deferred tax assets (liabilities) before valuation allowance | 18,051,182 | 10,384,550 |
Valuation allowance | (18,051,182) | (10,384,550) |
Net deferred tax assets (liabilities) |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Net Loss Per Share Attributable to Common Stockholders - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Net Loss Per Share Attributable to Common Stockholders [Abstract] | ||||||
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (8,575,188) | $ (6,720,547) | $ (24,697,046) | $ (17,071,274) | $ (24,928,377) | $ (72,842,401) |
Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic | 804,775 | 548,822 | 704,310 | 499,300 | 524,297 | 416,362 |
Net Loss per share attributable to Nuvve common stockholders, basic | $ (10.66) | $ (12.25) | $ (35.07) | $ (34.19) | $ (47.55) | $ (174.95) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Net Loss Per Share Attributable to Common Stockholders (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Net Loss Per Share Attributable to Common Stockholders [Abstract] | ||||||
Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, diluted | 804,775 | 548,822 | 704,310 | 499,300 | 524,297 | 416,362 |
Net Loss per share attributable to Nuvve common stockholders, diluted | $ (10.66) | $ (12.25) | $ (35.07) | $ (34.19) | $ (47.55) | $ (174.95) |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Diluted Net Loss Attributable to Nuvve common stockholders - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 561,176 | 546,791 | 559,499 | 496,624 | 515,671 | 423,999 |
Stock Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 64,248 | 66,241 | 63,918 | 65,620 | 65,123 | 60,610 |
Nonvested Restricted Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 12,803 | 27,947 | 11,456 | 23,802 | 23,957 | 17,732 |
Public Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 71,875 | 71,875 | 71,875 | 71,875 | 71,875 | 75,839 |
Private Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 3,406 | 3,406 | 3,406 | 3,406 | 3,406 | 3,594 |
PIPE Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 33,844 | 33,844 | 33,844 | 33,844 | 33,844 | 35,710 |
Stonepeak and Evolve Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | 125,735 |
Stonepeak and Evolve Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 125,000 | 125,000 | 125,000 | 125,000 | 125,000 | 104,779 |
Institutional/Accredited Investor Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 100,000 | 68,478 | 100,000 | 23,077 | 42,466 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 27, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 17, 2021 | |
Related Parties (Details) [Line Items] | |||||||||
Consulting services | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Revenue | 40,500 | 399,620 | |||||||
Accounts receivable | 0 | 0 | |||||||
Common stock, per share (in Dollars per share) | $ 2,000 | ||||||||
Amount of purchase | $ 14,000,000 | ||||||||
Revenue | 2,712,572 | 553,687 | 6,687,485 | 4,226,447 | |||||
Accounts receivable, net | 2,669,269 | 2,669,269 | 1,121,694 | $ 1,886,708 | |||||
Chief Executive Officer And Chief Operating Officer [Member] | |||||||||
Related Parties (Details) [Line Items] | |||||||||
Purchase shares (in Shares) | 3,363 | ||||||||
Common stock, per share (in Dollars per share) | $ 594.8 | ||||||||
Amount of purchase | $ 2,000,000 | ||||||||
Related Party [Member] | |||||||||
Related Parties (Details) [Line Items] | |||||||||
Revenue | 63,407 | $ 0 | 129,077 | $ 28,000 | |||||
Accounts receivable, net | $ 0 | $ 0 | $ 0 |
Leases (Details)
Leases (Details) | 6 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2022 USD ($) m² | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Jul. 22, 2022 m² | Apr. 22, 2022 m² | Feb. 28, 2022 | Dec. 31, 2021 USD ($) | Nov. 02, 2021 m² | May 16, 2021 USD ($) m² | |
Leases (Details) [Line Items] | ||||||||||
Lease term | 10 years | 10 years | ||||||||
Net rentable area (in Square Meters) | m² | 10,000 | 4,811 | ||||||||
Operating lease, fixed percent increase in rental payment | 3% | |||||||||
Letter of credit outstanding | $ 100,000 | |||||||||
Net area subleased (in Square Meters) | m² | 4,811 | 4,811 | ||||||||
Operating lease expense | 5,625 | |||||||||
Rental income | $ 2,250 | 14,500 | ||||||||
Lease investment | 97,054 | |||||||||
Investment in leases | 97,054 | $ 114,865 | ||||||||
Interest receivable | $ 31,227 | $ 53,951 | ||||||||
Minimum [Member] | ||||||||||
Leases (Details) [Line Items] | ||||||||||
Sublease term | 6 years | |||||||||
Sublease monthly rental income | $ 2,250 | |||||||||
Maximum [Member] | ||||||||||
Leases (Details) [Line Items] | ||||||||||
Sublease term | 12 years | |||||||||
Sublease monthly rental income | $ 14,500 | |||||||||
Main Office Lease [Member] | ||||||||||
Leases (Details) [Line Items] | ||||||||||
Lease term | 10 years | |||||||||
Net rentable area (in Square Meters) | m² | 10,250 | |||||||||
Operating lease, fixed percent increase in rental payment | 3% | |||||||||
Letter of credit outstanding | $ 380,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Supplemental Consolidated Balance Sheet Information Related to Leases - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Supplemental Consolidated Balance Sheet Information Related To Leases Abstract | ||||||
Operating lease assets | $ 4,959,255 | $ 4,959,255 | $ 5,305,881 | $ 3,483,042 | ||
Finance lease assets | 14,001 | 14,001 | 18,467 | 25,664 | ||
Total lease assets | 4,973,256 | 4,973,256 | 5,324,348 | 3,508,706 | ||
Operating lease liabilities – current | 859,820 | 859,820 | 824,326 | 41,513 | ||
Operating lease liabilities – noncurrent | 4,746,575 | 4,746,575 | 5,090,170 | 3,441,642 | ||
Finance lease liabilities – current | 7,081 | 7,081 | 7,184 | 7,634 | ||
Finance lease liabilities – noncurrent | 8,821 | 8,821 | 12,959 | 18,860 | ||
Total lease liabilities | 5,622,297 | 5,622,297 | 5,934,639 | 3,509,649 | ||
Operating lease expense | 228,633 | $ 241,852 | 685,900 | $ 582,449 | 811,082 | 219,712 |
Finance lease expense: | ||||||
Amortization of finance lease assets | 1,414 | 1,413 | 4,242 | 8,804 | 5,594 | 2,998 |
Interest on finance lease liabilities | 424 | 553 | 1,373 | 1,791 | 2,248 | 3,636 |
Total lease expense | $ 230,471 | $ 243,818 | $ 691,515 | 593,044 | $ 818,924 | $ 226,346 |
Weighted-average remaining lease terms operating lease | 8 years | 8 years | 9 years | 9 years 10 months 24 days | ||
Weighted-average remaining lease terms finance lease | 2 years 6 months | 2 years 6 months | 3 years 3 months 18 days | 4 years 6 months | ||
Weighted-average discount rate operating lease | 7.80% | 7.80% | 7.80% | 7.80% | ||
Weighted-average discount rate finance lease | 7.80% | 7.80% | 7.80% | 7.80% | ||
Operating cash flows from operating leases | $ 355,133 | 111,391 | $ 202,844 | $ 100,292 | ||
Operating cash flows from finance leases related to interest expense | 8,507 | 1,791 | 2,248 | 3,636 | ||
Financing cash flows from finance leases | 5,375 | 7,396 | 9,691 | 5,839 | ||
Leased assets obtained in exchange for new finance lease liabilities | 14,001 | 18,187 | 18,467 | 25,664 | ||
Leased assets obtained in exchange for new operating lease liabilities |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Lessee, Operating Lease, Liability, Maturity | Dec. 31, 2022 USD ($) |
Schedule Of Lessee Operating Lease Liability Maturity Abstract | |
2023 | $ 860,418 |
2023 | 7,184 |
2024 | 892,212 |
2024 | 7,184 |
2025 | 893,046 |
2025 | 7,184 |
2026 | 921,273 |
2026 | 1,796 |
2027 | 946,683 |
2027 | |
Thereafter | 3,798,554 |
Thereafter | |
Total lease payments | 8,312,186 |
Total lease payments | 23,348 |
Less: interest | (2,397,690) |
Less: interest | (3,205) |
Total lease liabilities | 5,914,496 |
Total lease liabilities | $ 20,143 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Sublease Income - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Sublease Income Abstract | ||||||
Sublease lease income | $ 134,402 | $ 64,750 | $ 366,087 | $ 84,875 | $ 143,192 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Lease Income - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Lease Income Abstract | ||||||
Lease income | $ 24,027 | $ 99,981 | ||||
Interest income | 3,797 | 10,228 | 3,341 | |||
Total lease income | $ 3,797 | $ 34,255 | $ 103,322 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 01, 2023 | Oct. 31, 2022 | Nov. 30, 2017 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 02, 2022 | Sep. 30, 2022 | Jul. 20, 2021 | Sep. 01, 2016 | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Paid minimum Amount | $ 300,000 | $ 400,000 | $ 400,000 | $ 300,000 | $ 400,000 | |||||
Related party debt outstanding | $ 266,667 | |||||||||
Property expires | 20 years | 20 years | ||||||||
Aggregate royalties | $ 700,000 | $ 700,000 | ||||||||
Royalty expenses | $ 0 | $ 0 | 0 | |||||||
Fees | $ 500,000 | |||||||||
Expected life | 15 years | 15 years | ||||||||
Royalties amount | $ 7,500,000 | $ 7,500,000 | ||||||||
Investment amount | 270,000 | 270,000 | ||||||||
Total purchase price | 1,221,497 | $ 13,200,000 | ||||||||
Paid purchase commitments | $ 6,300,000 | |||||||||
Research agreement renewed | 1 year | |||||||||
Purchasing chargers | $ 5,000,000 | |||||||||
Amount received | 21,830,000 | |||||||||
Amount due to customers | 9,830,000 | |||||||||
IP Acquisition Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
common shares valued | $ 1,491,556 | |||||||||
Acquisition cost | 1,991,556 | 1,991,556 | ||||||||
School Bus Storage Litigation [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Fees | 450,000 | |||||||||
Royalty [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Royalty expenses | 0 | |||||||||
Grant [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Paid renewed agreement | 920,000 | |||||||||
Subsequent Event [Member] | School Bus Storage Litigation [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Contingent injunction bond | $ 550,000 | |||||||||
Related Party [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Paid renewed agreement | $ 0 | |||||||||
Aggregated Vehicles [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Royalty expenses | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Milestone Event - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone payment amount | $ 7,500,000 | $ 7,500,000 |
10,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone payment amount | 500,000 | 500,000 |
20,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone payment amount | 750,000 | 750,000 |
40,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone payment amount | 750,000 | 750,000 |
60,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone payment amount | 750,000 | 750,000 |
80,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone payment amount | 750,000 | 750,000 |
100,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone payment amount | 1,000,000 | 1,000,000 |
200,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone payment amount | 1,000,000 | 1,000,000 |
250,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone payment amount | $ 2,000,000 | $ 2,000,000 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non-Controlling Interest (Details) [Line Items] | ||||||||
Temporary equity, shares authorized (in Shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||
Temporary equity, par value (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Temporary equity, shares outstanding (in Shares) | 3,138 | 3,138 | 3,138 | 3,138 | 3,138 | |||
Temporary equity, shares issued (in Shares) | 3,138 | 3,138 | 3,138 | 3,138 | 3,138 | |||
Embedded derivative liability | $ 359,225 | $ 285,640 | $ 285,640 | $ 359,225 | $ 511,948 | |||
Redeemable noncontrolling interest, equity, carrying amount | 2,640,394 | $ 2,640,394 | ||||||
Weighted average remaining recognition period | 7 years | 7 years | ||||||
Vesting percentage | 80% | |||||||
Weighted average remaining recognition period | 3966817 years | 6195461 years | ||||||
Decrease to redeemable noncontrolling interest | $ 497,606 | |||||||
Redeemable Non Controlling Interests [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Embedded derivative liability | 497,606 | $ 497,606 | ||||||
Redeemable noncontrolling interest, equity, carrying amount | $ 3,547,765 | $ 4,032,163 | 4,032,163 | 3,547,765 | 2,901,899 | |||
Preferred share accretion adjustment | $ 484,398 | 645,866 | 261,505 | |||||
Decrease to redeemable noncontrolling interest | $ 497,606 | |||||||
Series B Preferred Stock [Member] | Levo Mobility LLC [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Temporary equity, shares authorized (in Shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Percentage of grant date issued | 8% | 8% | ||||||
Temporary equity, par value (in Dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Temporary equity, accretion of dividends | $ 326,606 | $ 538,668 | $ 326,606 | |||||
Temporary equity, shares outstanding (in Shares) | 3,138 | 3,138 | 3,138 | 3,138 | ||||
Temporary equity, shares issued (in Shares) | 3,138 | 3,138 | 3,138 | 3,138 | ||||
Redeemable noncontrolling interest, equity, fair value | $ 3,138,000 | $ 3,138,000 | $ 3,138,000 | $ 3,138,000 | ||||
Redeemable noncontrolling interest, equity, carrying amount | 2,640,394 | $ 2,640,394 | ||||||
Selling, General and Administrative Expenses [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Stock-based compensation | 1,128,244 | $ 1,180,779 | $ 3,197,471 | $ 4,487,003 | ||||
Class D Incentive Units [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Vesting percentage | 80% | 80% | ||||||
Vesting percentage | 20% | 20% | ||||||
Total unrecognized compensation cost related to nonvested restricted stock | $ 1,991,555 | 314,607 | $ 314,607 | $ 1,991,555 | ||||
Weighted average remaining recognition period | 2 years 3 months | 3 years 109 days | ||||||
Class D Incentive Units [Member] | Share-Based Payment Arrangement, All Tranches [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Percentage of grant date issued | 80% | |||||||
Vesting percentage | 80% | 80% | ||||||
Class D Incentive Units [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Vesting percentage | 25% | 25% | ||||||
Class D Incentive Units [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Vesting percentage | 25% | 25% | ||||||
Class D Incentive Units [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Vesting percentage | 25% | 25% | ||||||
Class D Incentive Units [Member] | Share Based Compensation Award Tranche Four [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Vesting percentage | 25% | 25% | ||||||
Class D Incentive Units [Member] | Selling, General and Administrative Expenses [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Stock-based compensation | $ 31,226 | $ 152,315 | $ 95,908 | $ 293,165 | $ 445,479 |
Non-Controlling Interest (Det_2
Non-Controlling Interest (Details) - Schedule of Series B Preferred Stock - Series B Preferred Stock [Member] - Levo Mobility LLC [Member] - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Temporary equity, shares authorized (in Shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Temporary equity, shares outstanding (in Shares) | 3,138 | 3,138 | 3,138 |
Temporary equity, Stated Value per Share (in Dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 |
Temporary equity, Initial Carrying Value | $ 3,138,000 | $ 3,138,000 | $ 3,138,000 |
Temporary equity, accretion of dividends | 326,606 | 538,668 | 326,606 |
Temporary equity, liquidation preference | $ 3,464,606 | $ 3,676,668 | $ 3,464,606 |
Non-Controlling Interest (Det_3
Non-Controlling Interest (Details) - Schedule of Non-controlling Interests - Levo Mobility LLC [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Financial Statements, Captions [Line Items] | |||
Add: net loss attributable to non-controlling interests | $ (538,841) | $ (2,138,272) | |
Less: dividends paid or accrued to non-controlling interests | $ 212,062 | 263,846 | 101,856 |
Less: Preferred share accretion adjustment | $ 484,398 | 645,866 | 261,505 |
Non-controlling interests | $ (1,448,553) | $ (2,501,633) |
Non-Controlling Interest (Det_4
Non-Controlling Interest (Details) - Schedule of Levo Non-controlling Interests Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Levo Mobility LLC [Member] | ||
Non-Controlling Interest (Details) - Schedule of Levo Non-controlling Interests Consolidated Statements of Operations [Line Items] | ||
Net loss attributable to non-controlling interests | $ (538,841) | $ (2,138,272) |
Non-Controlling Interest (Det_5
Non-Controlling Interest (Details) - Schedule of Redeemable Noncontrolling Interest Reconciliation - Redeemable Non Controlling Interests [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Beginning balance | $ 3,547,765 | $ 2,901,899 | |
Beginning redemption value (at fair value) | 3,138,000 | ||
Less: Non-controlling redeemable preferred shares - embedded derivatives | 497,606 | ||
Adjusted initial carrying value | 2,901,899 | 2,640,394 | |
Preferred share accretion adjustment | 484,398 | 645,866 | 261,505 |
Ending balance | $ 4,032,163 | $ 3,547,765 | $ 2,901,899 |
Non-Controlling Interest (Det_6
Non-Controlling Interest (Details) - Schedule of Fair Value of Class D Incentive Units Granted - Class D Incentive Units [Member] | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | |||
Non-Controlling Interest (Details) - Schedule of Fair Value of Class D Incentive Units Granted [Line Items] | ||||
Expected life of Class D Incentive Units (in years) | 5 years 6 months | [1] | 5 years 6 months | [2] |
Risk-free interest rate | 3.02% | [3] | 3.02% | [4] |
Volatility | 69.50% | [5] | 69.50% | [6] |
[1]The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period.[2]The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period.[3]The risk -free -free |
Non-Controlling Interest (Det_7
Non-Controlling Interest (Details) - Schedule of Class D Incentive Units - Class D Incentive Units [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Non-Controlling Interest (Details) - Schedule of Class D Incentive Units [Line Items] | ||
Nonvested Beginning, Shares | ||
Weighted- Average Grant Date Fair Value, Nonvested Beginning | ||
Granted, Shares | 250,000 | |
Granted, Weighted- Average Grant Date Fair Value | $ 13.28 | |
Vested, Shares | ||
Vested, Weighted- Average Grant Date Fair Value | ||
Cancelled, Shares | ||
Cancelled, Weighted- Average Grant Date Fair Value | ||
Nonvested Ending, Shares | 250,000 | |
Weighted- Average Grant Date Fair Value, Nonvested Ending | $ 13.28 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 25, 2023 | Oct. 20, 2023 | Oct. 18, 2023 | Jun. 06, 2023 | Apr. 14, 2023 | Feb. 17, 2023 | Jan. 31, 2023 | Jul. 27, 2022 | May 05, 2022 | Mar. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 06, 2022 | May 17, 2021 | |
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Aggregate offering price | $ 14,000,000 | ||||||||||||||||
Percentage of aggregate gross sales prices | 6% | ||||||||||||||||
Average price (in Dollars per share) | $ 2,000 | ||||||||||||||||
Aggregate gross proceeds | $ 884,586 | $ 3,763,494 | $ 3,763,494 | ||||||||||||||
Per unit price (in Dollars per share) | $ 140 | ||||||||||||||||
Issuance costs | $ 5,979,675 | ||||||||||||||||
At The Market Offering [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Aggregate offering price | $ 25,000,000 | $ 25,000,000 | |||||||||||||||
Percentage of aggregate gross sales prices | 3% | 3% | |||||||||||||||
Legal counsel amount | $ 50,000 | ||||||||||||||||
Sale of units (in Shares) | 37,804 | 19,822 | |||||||||||||||
Average price (in Dollars per share) | $ 25.6 | $ 198.8 | |||||||||||||||
Aggregate gross proceeds | $ 900,000 | $ 3,800,000 | |||||||||||||||
Registered Direct Offering [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Percentage of aggregate gross sales prices | 6% | 6% | 6% | ||||||||||||||
Aggregate gross proceeds | $ 1,000,000 | $ 1,000,000 | $ 500,000 | ||||||||||||||
Per unit price (in Dollars per share) | $ 36.8 | $ 22 | $ 16 | ||||||||||||||
Common Stock [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Sale of units (in Shares) | 53,750 | ||||||||||||||||
Common Stock [Member] | Registered Direct Offering [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Sale of units (in Shares) | 62,313 | 45,455 | 13,587 | ||||||||||||||
Switch EV [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Investment interest | $ 1,300,000 | ||||||||||||||||
Advanced subscription | $ 1,000,000 | ||||||||||||||||
Subsequent Event [Member] | At The Market Offering [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Aggregate offering price | $ 25,000,000 | ||||||||||||||||
Percentage of aggregate gross sales prices | 3% | ||||||||||||||||
Legal counsel amount | $ 50,000 | ||||||||||||||||
Sale of units (in Shares) | 1,966 | ||||||||||||||||
Average price (in Dollars per share) | $ 71.6 | ||||||||||||||||
Aggregate gross proceeds | $ 1,000,000 | $ 100,000 | |||||||||||||||
Subsequent Event [Member] | Registered Direct Offering [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Percentage of aggregate gross sales prices | 3% | ||||||||||||||||
Aggregate gross proceeds | $ 500,000 | ||||||||||||||||
Per unit price (in Dollars per share) | $ 36.8 | ||||||||||||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Sale of units (in Shares) | 26,786 | ||||||||||||||||
Aggregate gross proceeds | $ 100,000 | ||||||||||||||||
Per unit price (in Dollars per share) | $ 5.6 | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | At The Market Offering [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Sale of units (in Shares) | 178,571 | ||||||||||||||||
Per unit price (in Dollars per share) | $ 5.6 | ||||||||||||||||
Issuance costs | $ 70,000 | ||||||||||||||||
Underwriting discounts and commissions | $ 7,813 | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Registered Direct Offering [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Sale of units (in Shares) | 13,587 | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Over-Allotment Option [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Sale of units (in Shares) | 19,931 | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Pre-Funded Warrants [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Sale of units (in Shares) | 344,324 | ||||||||||||||||
Aggregate gross proceeds | $ 2,100,000 | ||||||||||||||||
Per unit price (in Dollars per share) | $ 6 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 0.004 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Assets and liabilities of consolidated VIEs - Variable Interest Entity, Primary Beneficiary [Member] - Levo Mobility LLC [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Cash | $ 27,225 | $ 27,629 | $ 28,446 |
Prepaid expenses and other current assets | 1,874 | 59,794 | |
Total Assets | 29,099 | 87,423 | 28,446 |
Liabilities | |||
Accounts payable | 13,680 | 8,165 | |
Accrued expenses and dividend payable | 538,667 | 336,713 | 116,754 |
Derivative liability - non-controlling redeemable preferred shares | 285,640 | 359,225 | 511,948 |
Total Liabilities | $ 837,987 | $ 704,103 | $ 628,702 |
Revenue Recognition (Details)_4
Revenue Recognition (Details) - Schedule of Information Regarding Disaggregated Revenue Based on Revenue by Service - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue recognized over time: | ||||
Total revenue | $ 2,712,572 | $ 553,687 | $ 6,687,485 | $ 4,226,447 |
Engineering Services [Member] | ||||
Revenue recognized over time: | ||||
Total revenue | 301,656 | 43,254 | 931,853 | 215,349 |
Grid Services [Member] | ||||
Revenue recognized over time: | ||||
Total revenue | 564,821 | 164,380 | 788,409 | 260,457 |
Grant [Member] | ||||
Revenue recognized over time: | ||||
Total revenue | 73,563 | 65,869 | 219,082 | 416,816 |
Product [Member] | ||||
Revenue recognized over time: | ||||
Total revenue | $ 1,772,532 | $ 280,184 | $ 4,748,141 | $ 3,333,825 |
Revenue Recognition (Details)_5
Revenue Recognition (Details) - Schedule of Aggregate Amount of Revenue for the Company’s Existing Contracts with Customers - Revenue Recognition [Member] | Sep. 30, 2023 USD ($) | |
Revenue Recognition (Details) - Schedule of Aggregate Amount of Revenue for the Company’s Existing Contracts with Customers [Line Items] | ||
2023 (remaining three months) | $ 268,467 | |
2024 | 499,285 | |
2025 | 139,010 | |
2026 | 81,470 | |
Thereafter | 128,278 | |
Total | $ 1,116,511 | [1] |
[1]The revenue recognition is subject to the completion of construction and commissioning of the EV infrastructure. |
Revenue Recognition (Details)_6
Revenue Recognition (Details) - Schedule of Company Operates In a Single Business Segment - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||||||
Revenues | $ 2,712,572 | $ 553,687 | $ 6,687,485 | $ 4,226,447 | $ 5,373,383 | $ 4,190,765 |
Long-lived assets: | ||||||
Long-lived assets | 1,924,039 | 1,924,039 | 1,978,584 | 1,837,271 | ||
United States [Member] | ||||||
Revenues: | ||||||
Revenues | 2,552,138 | 434,544 | 6,290,200 | 3,788,521 | 4,839,561 | 3,326,427 |
Long-lived assets: | ||||||
Long-lived assets | 1,685,126 | 1,685,126 | 1,795,267 | 1,811,607 | ||
United Kingdom [Member] | ||||||
Revenues: | ||||||
Revenues | 23,231 | 33,047 | 160,616 | 195,550 | 485,628 | |
Long-lived assets: | ||||||
Long-lived assets | 3,288 | 3,288 | 1,335 | |||
Denmark [Member] | ||||||
Revenues: | ||||||
Revenues | 160,434 | $ 95,912 | 364,238 | $ 277,310 | 338,272 | 378,710 |
Long-lived assets: | ||||||
Long-lived assets | $ 235,625 | $ 235,625 | $ 181,982 | $ 25,664 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | $ 2,000 | $ 2,000 | $ 866,000 | |||
Recurring fair value measurements, gains (losses) during period | 170,000 | 854,000 | 387,228 | |||
Stonepeak and Evolve Unvested Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 8,677,000 | |||||
Recurring fair value measurements, gains (losses) during period | 8,677,000 | (699,628) | ||||
Institutional/Accredited Investor Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 218,884 | 218,884 | ||||
Recurring fair value measurements, gains (losses) during period | 1,682,700 | 1,682,700 | ||||
Derivative liability - non-controlling redeemable preferred shares [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 359,225 | 359,225 | ||||
Recurring fair value measurements, gains (losses) during period | (40,245) | (19,309) | ||||
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | $ 4 | 2,000 | $ 4 | 2,000 | 866,000 | |
Fair Value, Inputs, Level 3 [Member] | Stonepeak and Evolve Unvested Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 8,677,000 | |||||
Fair Value, Inputs, Level 3 [Member] | Institutional/Accredited Investor Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 76,271 | 218,884 | 76,271 | 218,884 | 218,884 | |
Fair Value, Inputs, Level 3 [Member] | Derivative liability - non-controlling redeemable preferred shares [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 285,640 | 359,225 | 285,640 | 359,225 | ||
Fair Value, Inputs, Level 3 [Member] | Total recurring fair value measurements [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 361,915 | 580,109 | 361,915 | 580,109 | 580,109 | 10,054,948 |
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 4 | 4 | ||||
Recurring fair value measurements, gains (losses) during period | 212 | 1,996 | ||||
Fair Value, Inputs, Level 1 [Member] | Stonepeak and Evolve Unvested Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | ||||||
Recurring fair value measurements, gains (losses) during period | 8,677,000 | |||||
Fair Value, Inputs, Level 1 [Member] | Institutional/Accredited Investor Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 76,271 | 76,271 | 218,884 | |||
Recurring fair value measurements, gains (losses) during period | 214,361 | 142,613 | 2,445,462 | |||
Fair Value, Inputs, Level 1 [Member] | Derivative liability - non-controlling redeemable preferred shares [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 285,640 | 285,640 | ||||
Recurring fair value measurements, gains (losses) during period | 67,366 | 73,585 | ||||
Fair Value, Inputs, Level 1 [Member] | Total recurring fair value measurements [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements | 361,915 | 580,109 | 361,915 | 580,109 | 580,109 | 10,054,948 |
Recurring fair value measurements, gains (losses) during period | 281,939 | 1,812,455 | 218,194 | 11,194,391 | 12,139,185 | (326,742) |
Fair Value, Inputs, Level 2 [Member] | Stonepeak and Evolve Unvested Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on the Condensed Consolidated Balance Sheet [Line Items] | ||||||
Total recurring fair value measurements |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Private Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis [Line Items] | ||||
Balance | $ 216 | $ 1,000 | $ 2,000 | |
Total (gains) losses for period included in earnings | (212) | (784) | (1,000) | $ 864,000 |
Balance | 4 | 216 | 1,000 | 2,000 |
Stonepeak and Evolve Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis [Line Items] | ||||
Balance | ||||
Total (gains) losses for period included in earnings | ||||
Balance | ||||
July 2022 Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis [Line Items] | ||||
Balance | 290,632 | 433,642 | 218,884 | |
Total (gains) losses for period included in earnings | (214,361) | (143,010) | 214,758 | |
Balance | 76,271 | 290,632 | 433,642 | 218,884 |
Redeemable Preferred Stock [Member] | ||||
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis [Line Items] | ||||
Balance | 353,006 | 436,065 | 359,225 | |
Total (gains) losses for period included in earnings | (67,366) | (83,059) | 76,840 | |
Balance | $ 285,640 | $ 353,006 | $ 436,065 | 359,225 |
Redeemable Preferred Stock [Member] | Private Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis [Line Items] | ||||
Total (gains) losses for period included in earnings | $ 152,723 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Fair Value Measurement Inputs and Techniques - Fair Value, Inputs, Level 3 [Member] - Fair Value, Nonrecurring [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares | |
Stonepeak/Evolve Warrants, Series C [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation methodology | Monte Carlo Simulation & Black Scholes |
Term (years) | 8 years 4 months 24 days |
Exercise price (in Dollars per share) | $ / shares | $ 600 |
Capital expenditure forecast (in Dollars) | $ | $ 125 |
Stonepeak/Evolve Warrants, Series C [Member] | Measurement Input, Probability of Warrants Vesting [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Probability of warrants vesting | |
Stonepeak/Evolve Warrants, Series C [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk free rate | 3.90% |
Stonepeak/Evolve Warrants, Series C [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 56% |
Stonepeak/Evolve Warrants, Series D [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation methodology | Monte Carlo Simulation & Black Scholes |
Term (years) | 8 years 4 months 24 days |
Exercise price (in Dollars per share) | $ / shares | $ 800 |
Capital expenditure forecast (in Dollars) | $ | $ 125 |
Stonepeak/Evolve Warrants, Series D [Member] | Measurement Input, Probability of Warrants Vesting [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Probability of warrants vesting | |
Stonepeak/Evolve Warrants, Series D [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk free rate | 3.90% |
Stonepeak/Evolve Warrants, Series D [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 56% |
Stonepeak/Evolve Warrants, Series E [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation methodology | Monte Carlo Simulation & Black Scholes |
Term (years) | 8 years 4 months 24 days |
Exercise price (in Dollars per share) | $ / shares | $ 1,200 |
Capital expenditure forecast (in Dollars) | $ | $ 125 |
Stonepeak/Evolve Warrants, Series E [Member] | Measurement Input, Probability of Warrants Vesting [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Probability of warrants vesting | |
Stonepeak/Evolve Warrants, Series E [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk free rate | 3.90% |
Stonepeak/Evolve Warrants, Series E [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 56% |
Stonepeak/Evolve Warrants, Series F [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation methodology | Monte Carlo Simulation & Black Scholes |
Term (years) | 8 years 4 months 24 days |
Exercise price (in Dollars per share) | $ / shares | $ 1,600 |
Capital expenditure forecast (in Dollars) | $ | $ 125 |
Stonepeak/Evolve Warrants, Series F [Member] | Measurement Input, Probability of Warrants Vesting [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Probability of warrants vesting | |
Stonepeak/Evolve Warrants, Series F [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk free rate | 3.90% |
Stonepeak/Evolve Warrants, Series F [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 56% |
Derivative Liability - Non-Co_4
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Details) - Schedule of Derivative Liabilities at Fair Value - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Long-term Liabilities [Member] | |||
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | |||
Derivative liability - non-controlling redeemable preferred shares | $ 285,640 | $ 359,225 | $ 511,948 |
Account Receivables, Net (Det_3
Account Receivables, Net (Details) - Schedule of Account Receivables, Net - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest receivable | $ 53,951 | $ 31,227 | |
Less: allowance for credit losses | (408,996) | (58,834) | |
Accounts receivable, net | 2,669,269 | 1,121,694 | $ 1,886,708 |
Allowance for doubtful accounts: | |||
Balance, beginning | (58,834) | (63,188) | |
Provision | (343,172) | ||
Write-off | (6,990) | (4,354) | |
Recoveries | |||
Balance, ending | (408,996) | (58,834) | $ (63,188) |
Trade Accounts Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade receivables | $ 3,024,314 | $ 1,149,301 |
Inventories (Details) - Sched_2
Inventories (Details) - Schedule of Inventory By Category - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | |||
Total | $ 6,833,937 | $ 11,551,831 | $ 11,118,188 |
DC Chargers [Member] | |||
Inventory [Line Items] | |||
Total | 6,181,368 | 9,248,398 | 7,687,598 |
AC Chargers [Member] | |||
Inventory [Line Items] | |||
Total | 220,720 | 123,247 | 232,920 |
Vehicles – School Buses [Member] | |||
Inventory [Line Items] | |||
Total | 1,620,000 | $ 3,180,000 | |
Component parts [Member] | |||
Inventory [Line Items] | |||
Total | $ 431,849 | $ 560,186 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 20 years | 20 years | 20 years | |||
Property, plant and equipment, gross | $ 1,015,910 | $ 1,015,910 | $ 853,503 | $ 442,182 | ||
Less: Accumulated Depreciation | (328,933) | (328,933) | (216,559) | (85,988) | ||
Property, plant and equipment, net | 686,977 | 686,977 | 636,944 | 356,194 | ||
Depreciation expense | 35,936 | $ 46,012 | 132,465 | $ 108,277 | ||
Computers & servers [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | $ 154,380 | $ 154,380 | $ 130,417 | 105,499 | ||
Computers & servers [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 1 year | 1 year | 1 year | |||
Computers & servers [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 3 years | 3 years | 3 years | |||
Vehicles [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | $ 100,230 | $ 100,230 | $ 139,788 | 168,862 | ||
Vehicles [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 5 years | 5 years | 5 years | |||
Vehicles [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 7 years | 7 years | 7 years | |||
Office furniture and equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | $ 356,473 | $ 356,473 | $ 326,613 | $ 161,771 | ||
Office furniture and equipment [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 3 years | 3 years | 3 years | |||
Office furniture and equipment [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 5 years | 5 years | 5 years | |||
Test units and loaned chargers [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | $ 404,827 | $ 404,827 | $ 256,685 | |||
Test units and loaned chargers [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 5 years | 5 years | ||||
Test units and loaned chargers [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 7 years | 7 years |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Estimated Future Amortization Expense Amortizable Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Estimated Future Amortization Expense Amortizable Intangible Assets [Abstract] | ||
2023 (remaining three months) | $ 34,857 | |
2024 | 139,437 | $ 139,437 |
2025 | 139,437 | 139,437 |
2026 | 137,770 | 139,437 |
2027 | 132,770 | 137,770 |
Thereafter | 652,790 | |
Total estimated future amortization expense | $ 1,237,061 | $ 1,341,640 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 359,125 | 405,375 |
Number of Warrants Exercised | 309,125 | 309,125 |
Number of Warrants Exercisable | 46,250 | |
Public Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 71,875 | 71,875 |
Number of Warrants Exercised | 71,875 | 71,875 |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 460 | $ 460 |
Expiration Date | Mar. 19, 2026 | Mar. 19, 2026 |
Private Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 3,406 | 3,406 |
Number of Warrants Exercised | 3,406 | 3,406 |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 460 | $ 460 |
Expiration Date | Mar. 19, 2026 | Mar. 19, 2026 |
PIPE Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 33,844 | 33,844 |
Number of Warrants Exercised | 33,844 | 33,844 |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 460 | $ 460 |
Expiration Date | Mar. 19, 2026 | Mar. 19, 2026 |
Stonepeak/Evolve Warrants - series B [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 50,000 | 50,000 |
Number of Warrants Exercised | 50,000 | 50,000 |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 400 | $ 400 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Stonepeak/Evolve Warrants - series C [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 25,000 | 25,000 |
Number of Warrants Exercised | 12,500 | 12,500 |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 600 | $ 600 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Stonepeak/Evolve Warrants - series D [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 25,000 | 25,000 |
Number of Warrants Exercised | 12,500 | 12,500 |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 800 | $ 800 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Stonepeak/Evolve Warrants - series E [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 25,000 | 25,000 |
Number of Warrants Exercised | 12,500 | 12,500 |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 1,200 | $ 1,200 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Stonepeak/Evolve Warrants - series F [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 25,000 | 25,000 |
Number of Warrants Exercised | 12,500 | 12,500 |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 1,600 | $ 1,600 |
Expiration Date | May 17, 2031 | May 17, 2031 |
Institutional/Accredited Investor Warrants [Member] | ||
Stockholders’ Equity (Details) - Schedule of Common Stock Issuable upon Exercise of Warrants Outstanding [Line Items] | ||
Number of Warrants | 100,000 | 100,000 |
Number of Warrants Exercised | 100,000 | 100,000 |
Number of Warrants Exercisable | ||
Exercise Price (in Dollars per share) | $ 150 | $ 150 |
Expiration Date | Jul. 29, 2027 | Jan. 29, 2028 |
Stock Option Plan (Details) - S
Stock Option Plan (Details) - Schedule of Stock-Based Compensation Expense for Stock Options - Selling, General and Administrative Expenses [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation | $ 1,128,244 | $ 1,180,779 | $ 3,197,471 | $ 4,487,003 | ||
Options [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation | 663,369 | 633,883 | 2,014,240 | 1,959,648 | $ 2,634,486 | $ 2,643,242 |
Restricted stock [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation | 423,928 | 377,790 | 1,409,735 | 2,178,883 | $ 2,395,580 | $ 1,514,120 |
Stock options - modified options [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation | 9,721 | 16,791 | 33,971 | 55,307 | ||
Profit interest units [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation | $ 31,226 | $ 152,315 | $ (260,475) | $ 293,165 |
Stock Option Plan (Details) -_2
Stock Option Plan (Details) - Schedule of Stock Option Activity - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
2010 Plan [Member] | ||
Stock Option Plan (Details) - Schedule of Stock Option Activity [Line Items] | ||
Shares, Beginning balance | 21,338 | |
Weighted- Average Exercise Price per Share, Beginning balance | 116.4 | |
Weighted- Average Remaining Contractual Term, Beginning balance | 5 years 8 months 12 days | |
Aggregate Intrinsic Value, Beginning balance (in Dollars) | ||
Shares, Granted | ||
Weighted- Average Exercise Price per Share, Granted (in Dollars per share) | ||
Weighted- Average Remaining Contractual Term, Granted | ||
Aggregate Intrinsic Value, Granted (in Dollars) | ||
Shares, Exercised | ||
Weighted- Average Exercise Price per Share, Exercised (in Dollars per share) | ||
Weighted- Average Remaining Contractual Term, Exercised | ||
Aggregate Intrinsic Value, Exercised (in Dollars) | ||
Shares, Forfeited | (210) | |
Weighted- Average Exercise Price per Share, Forfeited (in Dollars per share) | $ 278.8 | |
Weighted- Average Remaining Contractual Term, Forfeited | ||
Aggregate Intrinsic Value, Forfeited (in Dollars) | ||
Shares, Expired/Cancelled | (2,013) | |
Weighted- Average Exercise Price per Share, Expired/Cancelled (in Dollars per share) | $ 213.6 | |
Weighted- Average Remaining Contractual Term, Expired/Cancelled | ||
Aggregate Intrinsic Value, Expired/Cancelled (in Dollars) | ||
Shares, Ending Balance | 19,115 | |
Weighted- Average Exercise Price per Share, Ending Balance | 103.2 | |
Weighted- Average Remaining Contractual Term, Ending Balance | 3 years 9 months 7 days | |
Aggregate Intrinsic Value, Ending Balance (in Dollars) | ||
Shares, Options Exercisable | 18,811 | |
Weighted- Average Exercise Price per Share, Options Exercisable (in Dollars per share) | $ 99.6 | |
Weighted- Average Remaining Contractual Term, Options Exercisable | 3 years 8 months 19 days | |
Aggregate Intrinsic Value, Options Exercisable (in Dollars) | ||
Shares, Option Vested | 18,811 | |
Weighted- Average Exercise Price per Share, Option Vested (in Dollars per share) | $ 99.6 | |
Weighted- Average Remaining Contractual Term, Option Vested | 3 years 8 months 19 days | |
Aggregate Intrinsic Value, Option Vested (in Dollars) | ||
2020 Plan [Member] | ||
Stock Option Plan (Details) - Schedule of Stock Option Activity [Line Items] | ||
Shares, Beginning balance | 42,778 | |
Weighted- Average Exercise Price per Share, Beginning balance | 468.4 | |
Weighted- Average Remaining Contractual Term, Beginning balance | 8 years 5 months 15 days | |
Aggregate Intrinsic Value, Beginning balance (in Dollars) | ||
Shares, Granted | 2,895 | |
Weighted- Average Exercise Price per Share, Granted (in Dollars per share) | $ 22.8 | |
Weighted- Average Remaining Contractual Term, Granted | ||
Aggregate Intrinsic Value, Granted (in Dollars) | ||
Shares, Exercised | ||
Weighted- Average Exercise Price per Share, Exercised (in Dollars per share) | ||
Weighted- Average Remaining Contractual Term, Exercised | ||
Aggregate Intrinsic Value, Exercised (in Dollars) | ||
Shares, Forfeited | (927) | |
Weighted- Average Exercise Price per Share, Forfeited (in Dollars per share) | $ 282.8 | |
Weighted- Average Remaining Contractual Term, Forfeited | ||
Aggregate Intrinsic Value, Forfeited (in Dollars) | ||
Shares, Expired/Cancelled | (495) | |
Weighted- Average Exercise Price per Share, Expired/Cancelled (in Dollars per share) | $ 362 | |
Weighted- Average Remaining Contractual Term, Expired/Cancelled | ||
Aggregate Intrinsic Value, Expired/Cancelled (in Dollars) | ||
Shares, Ending Balance | 44,251 | |
Weighted- Average Exercise Price per Share, Ending Balance | 444.4 | |
Weighted- Average Remaining Contractual Term, Ending Balance | 7 years 9 months 21 days | |
Aggregate Intrinsic Value, Ending Balance (in Dollars) | ||
Shares, Options Exercisable | 22,827 | |
Weighted- Average Exercise Price per Share, Options Exercisable (in Dollars per share) | $ 516.4 | |
Weighted- Average Remaining Contractual Term, Options Exercisable | 7 years 6 months | |
Aggregate Intrinsic Value, Options Exercisable (in Dollars) | ||
Shares, Option Vested | 22,827 | |
Weighted- Average Exercise Price per Share, Option Vested (in Dollars per share) | $ 444.4 | |
Weighted- Average Remaining Contractual Term, Option Vested | 7 years 6 months | |
Aggregate Intrinsic Value, Option Vested (in Dollars) |
Stock Option Plan (Details) -_3
Stock Option Plan (Details) - Schedule of Other Share Based Compensation Information - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Other Share Based Compensation Information Abstract | ||||
Amount received from option exercised | $ 209,280 | $ 245,748 | $ 576,528 | |
Total unrecognized options compensation costs | $ 1.63 | $ 2.55 | ||
Total unrecognized options compensation costs | 3966817 years | 6195461 years |
Stock Option Plan (Details) -_4
Stock Option Plan (Details) - Schedule of Nonvested Restricted Stock Units - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock Option Plan (Details) - Schedule of Nonvested Restricted Stock Units [Line Items] | ||
Shares, Nonvested Beginning balance | 10,906 | |
Weighted- Average Grant Date Fair Value, Nonvested Beginning balance | $ 257.2 | |
Shares, Granted | 72,567 | |
Weighted- Average Grant Date Fair Value, Granted | $ 22.4 | $ 122.8 |
Shares, Vested/Release | (71,666) | |
Weighted- Average Grant Date Fair Value, Vested/Release | $ 44 | 244.8 |
Shares, Cancelled/Forfeited | (1,446) | |
Weighted- Average Grant Date Fair Value, Cancelled/Forfeited | $ 184.4 | $ 348.8 |
Shares, Nonvested Ending balance | 10,361 | 10,906 |
Weighted- Average Grant Date Fair Value, Nonvested Ending balance | $ 99.2 | $ 257.2 |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of Income Tax Information - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Tax Information [Abstract] | ||||||
Income tax expense | $ 800 | $ 1,000 | ||||
Effective tax rate | 0% | 0% | 0% | 0% |
Net Loss Per Share Attributab_6
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Net Loss Per Share Attributable to Common Stockholders - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Net Loss Per Share Attributable To Common Stockholders Abstract | ||||||
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (8,575,188) | $ (6,720,547) | $ (24,697,046) | $ (17,071,274) | $ (24,928,377) | $ (72,842,401) |
Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic | 804,775 | 548,822 | 704,310 | 499,300 | 524,297 | 416,362 |
Net Loss per share attributable to Nuvve common stockholders, basic | $ (10.66) | $ (12.25) | $ (35.07) | $ (34.19) | $ (47.55) | $ (174.95) |
Net Loss Per Share Attributab_7
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Net Loss Per Share Attributable to Common Stockholders (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Net Loss Per Share Attributable To Common Stockholders Abstract | ||||||
Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, diluted | 804,775 | 548,822 | 704,310 | 499,300 | 524,297 | 416,362 |
Net Loss per share attributable to Nuvve common stockholders, diluted | $ (10.66) | $ (12.25) | $ (35.07) | $ (34.19) | $ (47.55) | $ (174.95) |
Net Loss Per Share Attributab_8
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Diluted Net Loss Per Share Attributable to Nuvve common stockholders - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 561,176 | 546,791 | 559,499 | 496,624 | 515,671 | 423,999 |
Stock Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 64,248 | 66,241 | 63,918 | 65,620 | 65,123 | 60,610 |
Nonvested Restricted Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 12,803 | 27,947 | 11,456 | 23,802 | 23,957 | 17,732 |
Public Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 71,875 | 71,875 | 71,875 | 71,875 | 71,875 | 75,839 |
Private Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 3,406 | 3,406 | 3,406 | 3,406 | 3,406 | 3,594 |
PIPE Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 33,844 | 33,844 | 33,844 | 33,844 | 33,844 | 35,710 |
Stonepeak and Evolve Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | 125,735 |
Stonepeak and Evolve Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 125,000 | 125,000 | 125,000 | 125,000 | 125,000 | 104,779 |
Institutional/Accredited Investor Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from the computation of earnings per share | 100,000 | 68,478 | 100,000 | 23,077 | 42,466 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of lease costs - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Lease Costs Abstract | |||
Operating lease assets | $ 4,959,255 | $ 5,305,881 | $ 3,483,042 |
Finance lease assets | 14,001 | 18,467 | 25,664 |
Total lease assets | 4,973,256 | 5,324,348 | 3,508,706 |
Operating lease liabilities – current | 859,820 | 824,326 | 41,513 |
Operating lease liabilities – noncurrent | 4,746,575 | 5,090,170 | 3,441,642 |
Finance lease liabilities – current | 7,081 | 7,184 | 7,634 |
Finance lease liabilities – noncurrent | 8,821 | 12,959 | 18,860 |
Total lease liabilities | $ 5,622,297 | $ 5,934,639 | $ 3,509,649 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of Components of Lease Expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Components Of Lease Expense Abstract | ||||||
Operating lease expense | $ 228,633 | $ 241,852 | $ 685,900 | $ 582,449 | $ 811,082 | $ 219,712 |
Finance lease expense: | ||||||
Amortization of finance lease assets | 1,414 | 1,413 | 4,242 | 8,804 | 5,594 | 2,998 |
Interest on finance lease liabilities | 424 | 553 | 1,373 | 1,791 | 2,248 | 3,636 |
Total lease expense | $ 230,471 | $ 243,818 | $ 691,515 | $ 593,044 | $ 818,924 | $ 226,346 |
Leases (Details) - Schedule o_7
Leases (Details) - Schedule of lessee, operating lease, liability, maturity | Sep. 30, 2023 USD ($) |
Operating Lease [Member] | |
Leases (Details) - Schedule of lessee, operating lease, liability, maturity [Line Items] | |
2023 | $ 212,650 |
2024 | 892,212 |
2025 | 893,046 |
2026 | 921,273 |
2027 | 946,683 |
Thereafter | 3,798,553 |
Total lease payments | 7,664,417 |
Less: interest | (2,058,022) |
Total lease obligations | 5,606,395 |
Finance Lease [Member] | |
Leases (Details) - Schedule of lessee, operating lease, liability, maturity [Line Items] | |
2023 | 1,770 |
2024 | 7,080 |
2025 | 7,081 |
2026 | 1,770 |
2027 | |
Thereafter | |
Total lease payments | 17,701 |
Less: interest | (1,799) |
Total lease obligations | $ 15,902 |
Leases (Details) - Schedule o_8
Leases (Details) - Schedule of Lease Term and Discount Rate | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted-average remaining lease terms (in years): | |||
Operating lease | 8 years | 9 years | 9 years 10 months 24 days |
Finance lease | 2 years 6 months | 3 years 3 months 18 days | 4 years 6 months |
Weighted-average discount rate: | |||
Operating lease | 7.80% | 7.80% | 7.80% |
Finance lease | 7.80% | 7.80% | 7.80% |
Leases (Details) - Schedule o_9
Leases (Details) - Schedule of Other Information - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Other Information Abstract | ||||
Operating cash flows – operating leases | $ 355,133 | $ 111,391 | $ 202,844 | $ 100,292 |
Operating cash flows – finance leases | 8,507 | 1,791 | 2,248 | 3,636 |
Financing cash flows – finance leases | 5,375 | 7,396 | 9,691 | 5,839 |
Leased assets obtained in exchange for new finance lease liabilities | 14,001 | 18,187 | 18,467 | 25,664 |
Leased assets obtained in exchange for new operating lease liabilities |
Leases (Details) - Schedule _10
Leases (Details) - Schedule of sublease income - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Sublease Income Abstract | ||||||
Sublease lease income | $ 134,402 | $ 64,750 | $ 366,087 | $ 84,875 | $ 143,192 |
Leases (Details) - Schedule _11
Leases (Details) - Schedule of lease income - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Lease Income Abstract | ||||||
Lease income | $ 24,027 | $ 99,981 | ||||
Interest income | 3,797 | 10,228 | 3,341 | |||
Total lease income | $ 3,797 | $ 34,255 | $ 103,322 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Milestone Event - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone Payment Amount | $ 7,500,000 | $ 7,500,000 |
10,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone Payment Amount | 500,000 | 500,000 |
20,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone Payment Amount | 750,000 | 750,000 |
40,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone Payment Amount | 750,000 | 750,000 |
60,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone Payment Amount | 750,000 | 750,000 |
80,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone Payment Amount | 750,000 | 750,000 |
100,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone Payment Amount | 1,000,000 | 1,000,000 |
200,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone Payment Amount | 1,000,000 | 1,000,000 |
250,000 [Member] | ||
Commitments and Contingencies (Details) - Schedule of Milestone Event [Line Items] | ||
Milestone Payment Amount | $ 2,000,000 | $ 2,000,000 |
Non-Controlling Interest (Det_8
Non-Controlling Interest (Details) - Schedule of Series B Preferred Stock - Series B Preferred Stock [Member] - Levo Mobility LLC [Member] - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Shares Authorized (in Shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Shares Issued and Outstanding (in Shares) | 3,138 | 3,138 | 3,138 |
Stated Value per Share (in Dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 |
Initial Carrying Value | $ 3,138,000 | $ 3,138,000 | $ 3,138,000 |
Cumulative Unpaid Accrued Preferred Dividends | 326,606 | 538,668 | 326,606 |
Liquidation Preference | $ 3,464,606 | $ 3,676,668 | $ 3,464,606 |
Non-Controlling Interest (Det_9
Non-Controlling Interest (Details) - Schedule of Non-controlling Interests Presented as a Separate Component of Stockholders’ Equity - Levo Mobility LLC [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Financial Statements, Captions [Line Items] | ||||||
Beginning Balance | $ (3,950,186) | $ (2,501,633) | $ (2,501,633) | |||
Net income (loss) attributable to non-controlling interests | $ 8,285 | $ (168,985) | 23,039 | $ (459,863) | (538,841) | |
Less: dividends paid to non-controlling interests | 212,062 | 263,846 | $ 101,856 | |||
Less: Preferred share accretion adjustment | 484,398 | 645,866 | 261,505 | |||
Non-controlling interests | $ (4,623,607) | $ (4,623,607) | $ (3,950,186) | $ (2,501,633) |
Non-Controlling Interest (De_10
Non-Controlling Interest (Details) - Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Levo Mobility LLC [Member] | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Net income (loss) attributable to non-controlling interests | $ 8,285 | $ (168,985) | $ 23,039 | $ (459,863) | $ (538,841) |
Non-Controlling Interest (De_11
Non-Controlling Interest (Details) - Schedule of Redeemable Noncontrolling Interest Reconciliation - Redeemable Non Controlling Interests [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Beginning balance | $ 3,547,765 | $ 2,901,899 | |
Preferred share Accretion adjustment | 484,398 | 645,866 | 261,505 |
Ending balance | $ 4,032,163 | $ 3,547,765 | $ 2,901,899 |
Non-Controlling Interest (De_12
Non-Controlling Interest (Details) - Schedule of Fair Value Assumptions - Class D Incentive Units [Member] | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | |||
Non-Controlling Interest (Details) - Schedule of Fair Value Assumptions [Line Items] | ||||
Expected life of Class D Incentive Units (in years) | 5 years 6 months | [1] | 5 years 6 months | [2] |
Risk-free interest rate | 3.02% | [3] | 3.02% | [4] |
Volatility | 69.50% | [5] | 69.50% | [6] |
[1]The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period.[2]The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period.[3]The risk -free -free |
Non-Controlling Interest (De_13
Non-Controlling Interest (Details) - Schedule of Stock Option Activity | 12 Months Ended | |
Dec. 31, 2022 $ / shares shares | ||
Schedule of Stock Option Activity [Abstract] | ||
Nonvested Beginning, Shares | shares | 250,000 | |
Weighted- Average Grant Date Fair Value, Nonvested Beginning | $ / shares | $ 13.28 | |
Granted, Shares | shares | ||
Granted, Weighted- Average Grant Date Fair Value | $ / shares | ||
Vested, Shares | shares | ||
Vested, Weighted- Average Grant Date Fair Value | $ / shares | ||
Cancelled, Shares | shares | 200,000 | [1] |
Cancelled , Weighted- Average Grant Date Fair Value | $ / shares | $ 12.49 | [1] |
Nonvested Ending, Shares | shares | 50,000 | |
Weighted- Average Grant Date Fair Value, Nonvested Ending | $ / shares | $ 12.49 | |
[1]Cancelled units represents unvested units granted to cliff vest on the grant anniversary date. However, the employees were terminated before the grant date anniversary. As a result, the previously recognized expenses of $421,371 was reversed. |