Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40296 | |
Entity Registrant Name | NUVVE HOLDING CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1617000 | |
Entity Address, Address Line One | 2468 Historic Decatur Road, | |
Entity Address, City or Town | San Diego, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92106 | |
City Area Code | (619) | |
Local Phone Number | 456-5161 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,230,108 | |
Amendment Flag | false | |
Entity Central Index Key | 0001836875 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | NVVE | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to Purchase Common Stock | |
Trading Symbol | NVVEW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash | [1] | $ 21,635,356 | $ 32,360,520 |
Restricted cash | [1] | 480,000 | 380,000 |
Accounts receivable, net | [1] | 1,063,903 | 1,886,708 |
Inventories | [1] | 11,767,996 | 11,118,188 |
Prepaid expenses and other current assets | [1] | 2,947,014 | 1,036,645 |
Total Current Assets | [1] | 37,894,269 | 46,782,061 |
Property and equipment, net | [1] | 591,257 | 356,194 |
Intangible assets, net | [1] | 1,376,499 | 1,481,077 |
Investments | [1] | 1,670,951 | 670,951 |
Right-of-use operating lease assets | [1] | 5,418,912 | 3,483,042 |
Financing receivables | [1] | 238,624 | 138,161 |
Security deposit, long-term | [1] | 8,682 | 3,057 |
Total Assets | [1] | 47,199,194 | 52,914,543 |
Current Liabilities | |||
Accounts payable | [1] | 1,664,685 | 5,738,873 |
Accrued expenses | [1] | 3,436,815 | 2,874,018 |
Deferred revenue | [1] | 1,014,152 | 719,771 |
Operating lease liabilities - current | [1] | 708,441 | 41,513 |
Other liabilities | [1] | 107,198 | 110,574 |
Total Current Liabilities | [1] | 6,931,291 | 9,484,749 |
Operating lease liabilities - noncurrent | [1] | 5,225,555 | 3,441,642 |
Warrants liability | [1] | 993,646 | 9,543,000 |
Derivative liability - non-controlling redeemable preferred shares | [1] | 531,257 | 511,948 |
Other long-term liabilities | [1] | 13,013 | 18,860 |
Total Liabilities | [1] | 13,694,762 | 23,000,199 |
Commitments and Contingencies | [1] | ||
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, 2022 and December 31, 2021; aggregate liquidation preference of $3,396,672 and $3,200,760 at September 30, 2022 and December 31, 2021, respectively | [1] | 3,386,297 | 2,901,899 |
Stockholders’ Equity | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 22,897,935 and 18,861,130 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | [1] | 2,292 | 1,888 |
Additional paid-in capital | [1] | 142,781,162 | 122,336,607 |
Accumulated other comprehensive income | [1] | 12,149 | 113,446 |
Accumulated deficit | [1] | (109,328,827) | (92,937,863) |
Nuvve Stockholders’ Equity | [1] | 33,466,776 | 29,514,078 |
Non-controlling interests | [1] | (3,641,806) | (2,501,633) |
Total Stockholders’ Equity | [1] | 29,824,970 | 27,012,445 |
Total Liabilities, Mezzanine equity and Stockholders’ Equity | [1] | 47,199,194 | 52,914,543 |
Class D Incentive Units | |||
Mezzanine equity | |||
Class D Incentive units, zero par value, 1,000,000 units authorized, 250,000 units issued and outstanding at September 30, 2022 | [1] | 293,165 | 0 |
Cumulative Preferred Stock | |||
Stockholders’ Equity | |||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | [1] | $ 0 | $ 0 |
[1]Note 2. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary equity, par value (in Dollars per share) | $ 0 | $ 0 |
Temporary equity, shares authorized (in Shares) | 1,000,000 | 1,000,000 |
Temporary equity, shares issued (in Shares) | 3,138 | 3,138 |
Temporary equity, shares outstanding (in Shares) | 3,138 | 3,138 |
Temporary equity, liquidation preference | $ 3,396,672 | $ 3,200,760 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in Shares) | 1,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in Shares) | 22,897,935 | 18,861,130 |
Common stock, shares outstanding (in Shares) | 22,897,935 | 18,861,130 |
Class D Incentive Units | ||
Temporary equity, par value (in Dollars per share) | $ 0 | |
Temporary equity, shares authorized (in Shares) | 1,000,000 | |
Temporary equity, shares issued (in Shares) | 250,000 | |
Temporary equity, shares outstanding (in Shares) | 250,000 | |
Cumulative Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in Shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in Shares) | 0 | 0 |
Preferred stock, shares outstanding (in Shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||||
Revenue | |||||||
Total revenue | [1] | $ 553,687 | $ 1,163,004 | $ 4,226,447 | $ 2,943,366 | ||
Operating expenses | |||||||
Cost of product and service revenue | [1] | 276,485 | 387,582 | 3,453,393 | 877,468 | ||
Selling, general, and administrative | [1] | 7,163,673 | 6,599,490 | 22,925,745 | 16,352,021 | ||
Research and development | [1] | 1,715,821 | 1,622,608 | 6,021,535 | 4,574,803 | ||
Total operating expenses | [1] | 9,155,979 | 8,609,680 | 32,400,673 | 21,804,292 | ||
Operating loss | [1] | (8,602,292) | (7,446,676) | (28,174,226) | (18,860,926) | ||
Other income (expense) | |||||||
Interest income (expense) | [1] | 39,150 | 3,220 | 47,553 | (592,345) | ||
Financing costs | [1] | 0 | (2,936,794) | 0 | [2] | (46,754,794) | [2] |
Change in fair value of warrants liability | [1] | 1,852,700 | 3,715,000 | 11,213,700 | [2] | 639,600 | [2] |
Change in fair value of derivative liability | [1] | (40,245) | (12,179) | (19,309) | (12,179) | ||
Other, net | [1] | 89,222 | (69,647) | 81,455 | 321,914 | ||
Total other income (expense), net | [1] | 1,940,827 | 699,600 | 11,323,399 | (46,397,804) | ||
Loss before taxes | [1] | (6,661,465) | (6,747,076) | (16,850,827) | (65,258,730) | ||
Income tax expense | [1] | 0 | 0 | 0 | 1,000 | ||
Net loss | [1],[3] | (6,661,465) | (6,747,076) | (16,850,827) | [2] | (65,259,730) | [2] |
Less: Net loss attributable to non-controlling interests | [1] | (168,985) | (2,059,867) | (459,863) | (2,059,867) | ||
Net loss attributable to Nuvve Holding Corp. | [1] | (6,492,480) | (4,687,209) | (16,390,964) | (63,199,863) | ||
Less: Preferred dividends on redeemable non-controlling interests | [1] | 66,601 | 39,096 | 195,912 | 39,096 | ||
Less: Accretion on redeemable non-controlling interests preferred shares | [1] | 161,466 | 100,039 | 484,398 | 100,039 | ||
Net loss attributable to Nuvve common stockholders | [1] | $ (6,720,547) | $ (4,826,344) | $ (17,071,274) | $ (63,338,998) | ||
Net loss per share attributable to Nuvve common stockholders, basic (in Dollars per share) | [1] | $ (0.31) | $ (0.26) | $ (0.85) | $ (3.98) | ||
Net loss per share attributable to Nuvve common stockholders, diluted (in Dollars per share) | [1] | $ (0.31) | $ (0.26) | $ (0.85) | $ (3.98) | ||
Weighted-average shares used in computing net loss per share attributable to Nuvve common stockholders, basic (in Shares) | [1] | 21,952,882 | 18,627,978 | 19,972,016 | 15,931,466 | ||
Weighted-average shares used in computing net loss per share attributable to Nuvve common stockholders, diluted (in Shares) | [1] | 21,952,882 | 18,627,978 | 19,972,016 | 15,931,466 | ||
Products and services | |||||||
Revenue | |||||||
Total revenue | [1] | $ 487,818 | $ 682,900 | $ 3,809,631 | $ 1,761,319 | ||
Grants | |||||||
Revenue | |||||||
Total revenue | [1] | $ 65,869 | $ 480,104 | $ 416,816 | $ 1,182,047 | ||
[1]Note 2[2](1) See Note 2.[3]See Note 2. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||||
Statement of Comprehensive Income [Abstract] | |||||||
Net loss | [1],[2] | $ (6,661,465) | $ (6,747,076) | $ (16,850,827) | [3] | $ (65,259,730) | [3] |
Other comprehensive (loss) income, net of taxes | |||||||
Foreign currency translation adjustments, net of taxes | [2] | (61,299) | 51,179 | (101,297) | 147,782 | ||
Total Comprehensive loss | [2] | (6,722,764) | (6,695,897) | (16,952,124) | (65,111,948) | ||
Less: Comprehensive loss attributable to non-controlling interests | [2] | (168,985) | (2,059,867) | (459,863) | (2,059,867) | ||
Comprehensive loss attributable to Nuvve Holding Corp. | [2] | (6,553,779) | (4,636,030) | (16,492,261) | (63,052,081) | ||
Less: Preferred dividends on redeemable non-controlling interests | [2] | (66,601) | (39,096) | (195,912) | (39,096) | ||
Less: Accretion on redeemable non-controlling interests preferred shares | [2] | (161,466) | (100,039) | (484,398) | (100,039) | ||
Comprehensive loss attributable to Nuvve common stockholders | [2] | $ (6,325,712) | $ (4,496,895) | $ (15,811,951) | $ (62,912,946) | ||
[1]Note 2[2]See Note 2.[3](1) See Note 2. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-controlling Interests | Series A Convertible Preferred Stock Preferred Stock | ||
Balances (in Shares) at Dec. 31, 2020 | 26,162,122 | 16,789,088 | |||||||
Balances at Dec. 31, 2020 | $ (880,710) | $ 2,616 | $ 19,650,659 | $ (77,841) | $ (20,457,823) | $ 0 | $ 1,679 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of shares due to merger capitalization (in Shares) | (17,039,126) | (16,789,088) | |||||||
Conversion of shares due to merger capitalization | 0 | $ (1,704) | 3,383 | $ (1,679) | |||||
Balances, as previously reported and effect of reverse recapitalization (in Shares) | 9,122,996 | ||||||||
Balances as previously reported and effect of reverse recapitalization | (880,710) | $ 912 | 19,654,042 | (77,841) | (20,457,823) | 0 | |||
Beneficial conversion feature - convertible debenture | 427,796 | 427,796 | |||||||
Conversion of convertible debenture (in Shares) | 544,178 | ||||||||
Conversion of convertible debenture | 3,999,435 | $ 54 | 3,999,381 | ||||||
Repurchase of shares (in Shares) | (600,000) | ||||||||
Repurchase of common stock from EDF | (6,000,000) | $ (60) | (5,999,940) | ||||||
Assumption of private warrant liability from Newborn | (1,253,228) | (1,253,228) | |||||||
Merger recapitalization, net of share redemption of issuance costs (in Shares) | 8,060,418 | ||||||||
Merger recapitalization, net of share redemption of $18,629 and issuance costs of $5,979,675 | 51,751,363 | $ 806 | 51,750,557 | ||||||
Issuance of common shares (in Shares) | 208,532 | ||||||||
Issuance of common shares | 2,085,320 | $ 21 | 2,085,299 | ||||||
PIPE offering, less issuance costs (in Shares) | 1,425,000 | ||||||||
PIPE offering, less issuance costs of $2,500 | 14,247,500 | $ 143 | 14,247,357 | ||||||
Proceeds from forward option put exercise | (2,000,000) | (2,000,000) | |||||||
Stock-based compensation | 262,105 | 262,105 | |||||||
Currency translation adjustment | 116,749 | 116,749 | |||||||
Net loss | (5,361,720) | (5,361,720) | |||||||
Balances (in Shares) at Mar. 31, 2021 | 18,761,124 | 0 | |||||||
Balance at Mar. 31, 2021 | 57,394,610 | $ 1,876 | 83,173,369 | 38,908 | (25,819,543) | 0 | $ 0 | ||
Balances (in Shares) at Dec. 31, 2020 | 26,162,122 | 16,789,088 | |||||||
Balances at Dec. 31, 2020 | (880,710) | $ 2,616 | 19,650,659 | (77,841) | (20,457,823) | 0 | $ 1,679 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Currency translation adjustment | [1] | 147,782 | |||||||
Net loss | [1],[2],[3] | (65,259,730) | |||||||
Balances (in Shares) at Sep. 30, 2021 | 18,634,537 | 0 | |||||||
Balance at Sep. 30, 2021 | 34,409,691 | $ 1,865 | 120,194,573 | 69,941 | (83,657,686) | (2,199,002) | $ 0 | ||
Balances (in Shares) at Dec. 31, 2020 | 26,162,122 | 16,789,088 | |||||||
Balances at Dec. 31, 2020 | (880,710) | $ 2,616 | 19,650,659 | (77,841) | (20,457,823) | 0 | $ 1,679 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 27,200,000 | ||||||||
Balances (in Shares) at Dec. 31, 2021 | 18,861,130 | ||||||||
Balance at Dec. 31, 2021 | 27,012,445 | [4] | $ 1,888 | 122,336,607 | 113,446 | (92,937,863) | (2,501,633) | ||
Balances (in Shares) at Mar. 31, 2021 | 18,761,124 | 0 | |||||||
Balances at Mar. 31, 2021 | 57,394,610 | $ 1,876 | 83,173,369 | 38,908 | (25,819,543) | 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Repurchase of shares (in Shares) | (134,500) | ||||||||
Repurchase of common stock from EDF | 0 | $ (13) | 13 | ||||||
Issuance of common shares (in Shares) | 0 | ||||||||
Issuance of common shares | 0 | ||||||||
Stock-based compensation | 1,090,603 | 1,090,603 | |||||||
Additional merger recapitalization costs | (265,736) | (265,736) | |||||||
Issuance of warrants to Stonepeak and Evolve (As Restated) | 22,256,628 | 22,256,628 | |||||||
Issuance of options to purchase shares of common stock to Stonepeak and Evolve | 12,584,000 | 12,584,000 | |||||||
Currency translation adjustment | (20,146) | (20,146) | |||||||
Net loss | (53,150,934) | (53,150,934) | |||||||
Balances (in Shares) at Jun. 30, 2021 | 18,626,624 | 0 | |||||||
Balance at Jun. 30, 2021 | 39,889,025 | $ 1,863 | 118,838,877 | 18,762 | (78,970,477) | 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Proceeds from forward option put exercise (in Shares) | 7,913 | ||||||||
Proceeds from forward option put exercise | 18,325 | $ 2 | 18,323 | ||||||
Stock-based compensation | 1,337,373 | 1,337,373 | |||||||
Issuance of warrants to Stonepeak and Evolve (As Restated) | 0 | ||||||||
Currency translation adjustment | 51,179 | [1] | 51,179 | ||||||
Preferred dividends - non-controlling interest | (39,096) | (39,096) | |||||||
Accretion on redeemable non-controlling interests preferred shares | (100,039) | (100,039) | |||||||
Net loss | (6,747,076) | [1],[3] | (4,687,209) | (2,059,867) | |||||
Balances (in Shares) at Sep. 30, 2021 | 18,634,537 | 0 | |||||||
Balance at Sep. 30, 2021 | 34,409,691 | $ 1,865 | 120,194,573 | 69,941 | (83,657,686) | (2,199,002) | $ 0 | ||
Balances (in Shares) at Dec. 31, 2021 | 18,861,130 | ||||||||
Balances at Dec. 31, 2021 | 27,012,445 | [4] | $ 1,888 | 122,336,607 | 113,446 | (92,937,863) | (2,501,633) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options and vesting of restricted stock (in shares) | (30,370) | ||||||||
Exercise of stock options and vesting of restricted stock | 3 | $ 3 | |||||||
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 | (4,731,261) | (4,630,328) | (100,933) | ||||||
Balances (in Shares) at Mar. 31, 2022 | 18,891,500 | ||||||||
Balance at Mar. 31, 2022 | 23,497,663 | $ 1,891 | 123,792,248 | 99,762 | (97,568,191) | (2,828,047) | |||
Balances (in Shares) at Dec. 31, 2021 | 18,861,130 | ||||||||
Balances at Dec. 31, 2021 | 27,012,445 | [4] | $ 1,888 | 122,336,607 | 113,446 | (92,937,863) | (2,501,633) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Currency translation adjustment | [1] | (101,297) | |||||||
Net loss | [1],[2],[3] | (16,850,827) | |||||||
Balances (in Shares) at Sep. 30, 2022 | 22,897,935 | ||||||||
Balance at Sep. 30, 2022 | 29,824,970 | [4] | $ 2,292 | 142,781,162 | 12,149 | (109,328,827) | (3,641,806) | ||
Balances (in Shares) at Mar. 31, 2022 | 18,891,500 | ||||||||
Balances at Mar. 31, 2022 | 23,497,663 | $ 1,891 | 123,792,248 | 99,762 | (97,568,191) | (2,828,047) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options and vesting of restricted stock (in shares) | (360,018) | ||||||||
Exercise of stock options and vesting of restricted stock | 173,625 | $ 50 | 173,575 | ||||||
Issuance of common shares (in Shares) | 323,746 | ||||||||
Issuance of common shares | 1,859,685 | $ 32 | 1,859,653 | ||||||
Proceeds from forward option put exercise (in Shares) | 134,499 | ||||||||
Proceeds from forward option put exercise | 1,994,072 | $ 13 | 1,994,059 | ||||||
Stock-based compensation | 1,640,055 | 1,640,055 | |||||||
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 | (5,458,101) | (5,268,156) | (189,945) | ||||||
Balances (in Shares) at Jun. 30, 2022 | 19,709,763 | ||||||||
Balance at Jun. 30, 2022 | 23,453,923 | $ 1,986 | 129,459,590 | 73,448 | (102,836,347) | (3,244,754) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options and vesting of restricted stock (in shares) | (10,964) | ||||||||
Exercise of stock options and vesting of restricted stock | 35,703 | $ (14) | 35,717 | ||||||
Issuance of common shares (in Shares) | 469,136 | ||||||||
Issuance of common shares | 1,903,811 | $ 47 | 1,903,764 | ||||||
Stock-based compensation | 976,835 | 976,835 | |||||||
Currency translation adjustment | (61,299) | [1] | (61,299) | ||||||
Preferred dividends - non-controlling interest | (66,601) | (66,601) | |||||||
Issuance of Common Shares related to Warrants (in shares) | 580,000 | ||||||||
Issuance of Common Shares related to Warrants | 58 | $ 58 | |||||||
Proceeds from Direct Offering (in shares) | 2,150,000 | ||||||||
Proceeds from Direct Offering (As Restated) (1) | 10,405,471 | $ 215 | 10,405,256 | ||||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | |||||||
Net loss | (6,661,465) | [1],[3] | (6,492,480) | (168,985) | |||||
Balances (in Shares) at Sep. 30, 2022 | 22,897,935 | ||||||||
Balance at Sep. 30, 2022 | $ 29,824,970 | [4] | $ 2,292 | $ 142,781,162 | $ 12,149 | $ (109,328,827) | $ (3,641,806) | ||
[1]See Note 2.[2](1) See Note 2.[3]Note 2[4]Note 2. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Merger recapitalization, net of share redemption | $ 18,629 |
Issuance costs | 5,979,675 |
Less issuance costs | $ 2,500 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Operating activities | |||||||||||||
Net loss | $ (6,661,465) | [1],[2] | $ (4,731,261) | $ (6,747,076) | [1],[2] | $ (5,361,720) | $ (16,850,827) | [1],[2],[3] | $ (65,259,730) | [1],[2],[3] | $ 27,200,000 | $ 4,700,000 | |
Adjustments to reconcile to net loss to net cash used in operating activities | |||||||||||||
Depreciation and amortization | [3] | 211,220 | 122,352 | ||||||||||
Stock-based compensation | [3] | 4,487,003 | 2,690,081 | ||||||||||
Financing costs | [1] | 0 | 2,936,794 | 0 | [3] | 46,754,794 | [3] | ||||||
Beneficial conversion feature on convertible debenture | [3] | 0 | 427,796 | ||||||||||
Accretion of discount on convertible debenture | [3] | 0 | 116,147 | ||||||||||
Change in fair value of warrants liability | [1] | (1,852,700) | (3,715,000) | (11,213,700) | [3] | (639,600) | [3] | ||||||
Change in fair value of derivative liability | [3] | 19,309 | 0 | ||||||||||
Loss on disposal of asset | [3] | 0 | 1,349 | ||||||||||
Gain on extinguishment of PPP Loan | [3] | 0 | (492,100) | ||||||||||
Noncash lease expense | [3] | 336,903 | 2,141 | ||||||||||
Change in operating assets and liabilities | |||||||||||||
Accounts receivable | [3] | 818,758 | (99,963) | ||||||||||
Inventory | [3] | (649,809) | (5,126,698) | ||||||||||
Prepaid expenses and other assets | [3] | (2,040,485) | (4,062,202) | ||||||||||
Accounts payable | [3] | (4,070,611) | (240,200) | ||||||||||
Accrued expenses | [3] | 443,491 | 2,260,833 | ||||||||||
Deferred revenue | [3] | 324,660 | 66,493 | ||||||||||
Net cash used in operating activities | (28,184,088) | [3] | (23,478,507) | [3] | (29,200,000) | (3,100,000) | |||||||
Investing activities | |||||||||||||
Proceeds from sale of property and equipment | [3] | 0 | 7,784 | ||||||||||
Purchase of property and equipment | [3] | (349,182) | 0 | ||||||||||
Investments | [3] | (1,000,000) | 0 | ||||||||||
Net cash (used) provided in investing activities | [3] | (1,349,182) | 7,784 | ||||||||||
Financing activities | |||||||||||||
Proceeds from Newborn Escrow Account | [3] | 0 | 58,184,461 | ||||||||||
Redemption of Newborn shares | [3] | 0 | (18,629) | ||||||||||
Issuance costs related to reverse recapitalization and PIPE offering | [3] | 0 | (3,970,657) | ||||||||||
Proceeds from PIPE offering | [3] | 0 | 14,250,000 | ||||||||||
Repayment of Newborn sponsor loans | [3] | 0 | (487,500) | ||||||||||
Repurchase of common stock from EDF | [3] | 0 | (6,000,000) | ||||||||||
Newborn cash acquired | [3] | 0 | 50,206 | ||||||||||
Purchase of stock from investor | [3] | 0 | (2,000,000) | ||||||||||
Payment of financing costs | [3] | 0 | (1,000,000) | ||||||||||
Proceeds from forward option put exercise | [3] | 1,994,073 | 0 | ||||||||||
Proceeds from exercise of pre-funded warrants related to Direct Offering | [3] | 58 | 0 | ||||||||||
Proceeds from Direct Offering of common stock, net of offering costs | [3] | 13,069,815 | 0 | ||||||||||
Proceeds from common stock offering, net of offering costs | [3] | 3,763,494 | 0 | ||||||||||
Payment of finance lease obligations | [3] | (7,396) | (4,613) | ||||||||||
Proceeds from exercise of stock options | [3] | 209,280 | 18,325 | ||||||||||
Issuance of Preferred Stock | [3] | 0 | 3,138,000 | ||||||||||
Net cash provided in financing activities | [3] | 19,029,324 | 62,159,593 | ||||||||||
Effect of exchange rate on cash | [3] | (121,218) | 150,547 | ||||||||||
Net (decrease) increase in cash and restricted cash | [3] | (10,625,164) | 38,839,417 | ||||||||||
Cash and restricted cash at beginning of year | [3] | $ 32,740,520 | $ 2,275,895 | 32,740,520 | 2,275,895 | 2,275,895 | |||||||
Cash and restricted cash at end of period | [3] | $ 22,115,356 | $ 41,115,312 | 22,115,356 | 41,115,312 | $ 32,740,520 | $ 2,275,895 | ||||||
Supplemental Disclosure of Noncash Financing Activity | |||||||||||||
Conversion of preferred stock to common stock | 0 | 1,679 | |||||||||||
Conversion of debenture and accrued interest to common shares | 0 | 3,999,435 | |||||||||||
Conversion of shares due to reverse recapitalization | 0 | 3,383 | |||||||||||
Issuance of common stock for merger success fee | 0 | 2,085,299 | |||||||||||
Non-cash merger transaction costs | 0 | 2,085,299 | |||||||||||
Accrued transaction costs related to reverse recapitalization | 0 | 189,434 | |||||||||||
Issuance of private warrants | 0 | 1,253,228 | |||||||||||
Forgiveness of PPP Loan | 0 | 492,100 | |||||||||||
Issuance of Stonepeak and Evolve warrants | 0 | 30,234,000 | |||||||||||
Issuance of Stonepeak and Evolve options | 0 | 12,584,000 | |||||||||||
Transfer of Inventory to property and equipment | $ 87,095 | $ 0 | |||||||||||
[1]Note 2[2]See Note 2.[3](1) See Note 2. |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 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. 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. In March 2020, following the establishment of its investment in Dreev S.A.S. ("Dreev") in 2019 (Note 6), the Company ceased operations of its subsidiary, Nuvve SaS in France. The two employees of Nuvve SaS resigned from the Company in March 2020 and were concurrently hired by Dreev. Financial results for Nuvve SaS are included in the Company’s financial results through the cessation of operations. 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 ("V2G") enabled Electric Vehicle ("EV") fleet deployments. Levo utilizes Nuvve’s V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service for school buses, last-mile delivery, ride hailing and ride sharing, municipal services, and more to eliminate the primary barriers to EV fleet adoption including large upfront capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure. 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 |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see Note 2, “ Summary of Significant Accounting Policies ,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K (Amendment #2) for the year ended December 31, 2021 (the “2021 Form 10-K”). During the nine months ended September 30, 2022, there were no significant updates made to the Company’s significant accounting policies. Basis of Presentation The accompanying (i) unaudited consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (ii) unaudited interim condensed 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 in the 2021 Form 10-K, filed with the SEC on March 31, 2022. 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 2022 or any future period. In accordance with Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements - Going Concern, 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 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 $109.3 million as of September 30, 2022. Nuvve incurred operating losses of approximately $28.2 million as of the nine months ended September 30, 2022, and $27.2 million and $4.7 million for the years ended December 31, 2021, and 2020, respectively. Nuvve cash used in operations were $28.2 million as of the nine months ended September 30, 2022, and $29.2 million and $3.1 million for the years ended December 31, 2021, and 2020, respectively. As of September 30, 2022, Nuvve had a cash balance, working capital, and stockholders’ equity of $21.6 million, $31.0 million and $29.8 million, respectively. 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 Grid Integrated Vehicle ("GIVe") platform and the achievement of a level of revenues adequate to support its cost structure. On May 5, 2022, the Company entered into an at-the-market offering agreement in which the Company from time to time during the term of the sales agreement, offers and sells shares of its common stock having an aggregate offering price up to a total of $25.0 million in gross proceeds. Shares of common stock sold under the sales agreement are offered and sold pursuant to the Company's shelf registration statement. During the nine months ended September 30, 2022, the Company sold 792,882 shares of common stock pursuant to the sales agreement at an average price of $4.97 per share for aggregate proceeds of approximately $3.8 million, net of offering costs. In July 2022, the Company completed a registered direct offering of its common stock. See Note 11 for details. The aggregate gross proceeds to the Company from the offering were approximately $14.0 million and net proceeds were $13.1 million . The Company expects its cash and cash equivalents as of November 14, 2022 will be sufficient to fund current planned operations for at least the next twelve months from the date of issuance of these unaudited condensed consolidated financial statements. Management's expectations with respect to its 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 believes that there are various cash saving measures that could be quickly implemented during this time period, including reductions in discretionary expenses related to consultants, travel, personnel and personnel related costs. If necessary, management believes it can raise additional financing through its at-the-market agreement. Although these measures are not expected to be used, and such actions could potentially harm the business, management believes that if necessary, the cash savings from these actions would allow the Company to continue as a going concern through November 14, 2023. Restatement of Previously Issued Financial Statements Subsequent to the issuance of the company’s consolidated financial statements as of September 30, 2022 and 2021, errors were identified relating to the following: (1) Warrants issued to an institutional/accredited investor in July 2022, as described in Note 11, which were previously recorded in equity, have been reclassified to liabilities on the Condensed Consolidated Balance Sheets, because the warrants were deemed not to be indexed to the Company's equity. The unvested warrant liability is adjusted to its estimated fair value at each reporting date. (2) Unvested warrants issued to Stonepeak and Evolve in May 2021, as described in Note 11, should be accounted for as a single unit of account as opposed to multiple units of account. As a result, these unvested warrants, which were previously recorded in equity, have been reclassified to liabilities on the consolidated balance sheet. As a single unit of account, the unvested warrants’ settlement value is impacted by the amount of capital expenditures associated with Levo’s customer contracts, which caused the unvested warrants to not be indexed to the Company's equity. The unvested warrant liability is adjusted to its estimated fair value at each reporting date. (3) As part of the fair value of warrants and stock option (“Instruments”) granted to Stonepeak and Evolve in May 2021, in conjunction with the formation of Levo, the Company inaccurately capitalized the costs incurred to deferred financing costs, and should have expensed such costs. The Company determined that there was not sufficient basis to record deferred financing costs associated with Stonepeak and Evolve’s plans to contribute capital to the Levo venture. As a result, the estimated fair value of the Instruments that were previously recorded as a capitalized asset are corrected to recognize an expense upon issuance of the Instruments during the second quarter of 2021. The expense is non-cash and does not impact the existing conditional capital commitment the Company has from Stonepeak and Evolve or the pursuit of customer deployments funded by this conditional capital commitment. The associated income tax expense or benefit and related deferred tax assets or liabilities have been reflected, including the impact of valuation allowance. The following tables summarize the effect of the aforementioned adjustments on the Company's Condensed Consolidated Balance Sheet as of September 30, 2022, and the Company's Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021, and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021: Condensed Consolidated Balance Sheet September 30, 2022 September 30, 2022 Assets As Previously Reported Adjustment As Restated Warrants liability $ 12,000 $ 981,646 $ 993,646 Total Liabilities $ 12,713,116 $ 981,646 $ 13,694,762 Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding at September 30, 2022 and December 31, 2021; aggregate liquidation preference of $3,396,672 and $3,200,760 at September 30, 2022 and December 31, 2021, respectively $ 3,369,827 $ 16,470 $ 3,386,297 Additional paid-in capital $ 150,247,403 $ (7,466,241) $ 142,781,162 Accumulated deficit $ (115,805,023) $ 6,476,196 $ (109,328,827) Nuvve Stockholders’ Equity (Deficit) $ 34,456,821 $ (990,045) $ 33,466,776 Non-controlling interests $ (3,633,735) $ (8,071) $ (3,641,806) Total Stockholders’ Equity (Deficit) $ 30,823,086 $ (998,116) $ 29,824,970 Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, 2022 2022 2021 2021 Condensed Consolidated Statements of Operations As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Financing costs $ — $ — $ — $ — $ (2,936,794) $ (2,936,794) Change in fair value of warrants liability $ 170,000 $ 1,682,700 $ 1,852,700 $ 557,000 $ 3,158,000 $ 3,715,000 Total other (expense) income, net $ 258,127 $ 1,682,700 $ 1,940,827 $ 478,394 $ 221,206 $ 699,600 Loss before taxes $ (8,344,165) $ 1,682,700 $ (6,661,465) $ (6,968,282) $ 221,206 $ (6,747,076) Net loss $ (8,344,165) $ 1,682,700 $ (6,661,465) $ (6,968,282) $ 221,206 $ (6,747,076) Less: Net loss attributable to non-controlling interests $ (168,985) $ — $ (168,985) $ (130,837) $ (1,929,030) $ (2,059,867) Net loss attributable to Nuvve Holding Corp. $ (8,175,180) $ 1,682,700 $ (6,492,480) $ (6,837,445) $ 2,150,236 $ (4,687,209) Net loss attributable to Nuvve common stockholders $ (8,403,247) $ 1,682,700 $ (6,720,547) $ (6,976,580) $ 2,150,236 $ (4,826,344) Net loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.38) $ 0.07 $ (0.31) $ (0.37) $ 0.11 $ (0.26) Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2022 2021 2021 Condensed Consolidated Statements of Operations As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Financing costs $ (43,562,847) $ 43,562,847 $ — $ — $ (46,754,794) $ (46,754,794) Change in fair value of warrants liability $ 854,000 $ 10,359,700 $ 11,213,700 $ 627,228 $ 12,372 $ 639,600 Total other (expense) income, net $ (42,599,148) $ 53,922,547 $ 11,323,399 $ 344,618 $ (46,742,422) $ (46,397,804) Loss before taxes $ (70,773,374) $ 53,922,547 $ (16,850,827) $ (18,516,308) $ (46,742,422) $ (65,258,730) Net loss $ (70,773,374) $ 53,922,547 $ (16,850,827) $ (18,517,308) $ (46,742,422) $ (65,259,730) Less: Net loss attributable to non-controlling interests $ (2,380,821) $ 1,920,958 $ (459,863) $ (130,837) $ (1,929,030) $ (2,059,867) Net loss attributable to Nuvve Holding Corp. $ (68,392,553) $ 52,001,589 $ (16,390,964) $ (18,386,471) $ (44,813,392) $ (63,199,863) Net loss attributable to Nuvve common stockholders $ (69,072,863) $ 52,001,589 $ (17,071,274) $ (18,525,606) $ (44,813,392) $ (63,338,998) Net loss per share attributable to Nuvve common stockholders, basic and diluted $ (3.46) $ 2.61 $ (0.85) $ (1.16) $ (2.82) $ (3.98) Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, 2022 2022 2021 2021 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Net loss $ (8,344,165) 1,682,700 $ (6,661,465) $ (6,968,282) 221,206 $ (6,747,076) Less: Comprehensive loss attributable to non-controlling interests (168,985) — $ (168,985) (130,837) (1,929,030) $ (2,059,867) Comprehensive loss attributable to Nuvve common stockholders $ (8,008,412) 1,682,700 $ (6,325,712) $ (6,647,131) 2,150,236 $ (4,496,895) Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2022 2021 2021 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Net loss $ (70,773,374) $ 53,922,547 $ (16,850,827) $ (18,517,308) $ (46,742,422) $ (65,259,730) Less: Comprehensive loss attributable to non-controlling interests $ (2,380,821) $ 1,920,958 $ (459,863) $ (130,837) $ (1,929,030) $ (2,059,867) Comprehensive loss attributable to Nuvve common stockholders $ (67,813,540) $ 52,001,589 $ (15,811,951) $ (18,099,554) $ (44,813,392) $ (62,912,946) CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY As Previously Reported Adjustment As Restated Issuance of warranties to Stonepeak and Evolve $ (179,151) $ 179,151 $ — Net Loss $ (6,968,282) $ 221,206 $ (6,747,076) Balance September 30, 2021 $ 88,950,334 $ (54,540,643) $ 34,409,691 Proceeds from Direct Offering $ 13,069,600 $ (2,664,344) $ 10,405,256 Net Loss $ (8,344,165) $ 1,682,700 $ (6,661,465) Balance September 30, 2022 $ 30,823,086 $ (998,116) $ 29,824,970 Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2022 2021 2021 Condensed Consolidated Statements of Cash Flows As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Operating activities Net loss (70,773,374) 53,922,547 (16,850,827) (18,517,308) (46,742,422) (65,259,730) Adjustments to reconcile to net loss to net cash used in operating activities Financing costs 43,562,847 (43,562,847) — — 46,754,794 46,754,794 Change in fair value of warrants liability (854,000) (10,359,700) (11,213,700) (627,228) (12,372) (639,600) 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 interest for the share of the entity owned by Stonepeak and Evolve. 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 loss attributable to non-controlling interests" in the condensed consolidated statements of operations and "Non-controlling interests" in the condensed consolidated balance sheets. See Note 18 for details of non-controlling interests. The Company began consolidating the assets, liabilities and results of operations of Levo during the quarter ended September 30, 2021. 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, 2022: September 30, 2022 Assets Cash $ 27,879 Accounts receivable 74,480 Prepaid expenses and other current assets 8,763 Total Assets $ 111,122 Liabilities Accounts payable $ 6,000 Accrued expenses 263,518 Deferred revenue 74,480 Derivative liability - non-controlling redeemable preferred shares 531,257 Total Liabilities $ 875,255 Redeemable Non-Controlling Interest - Mezzanine Equity Redeemable non-controlling interest represents the shares of the preferred stock issued by Levo to Stonepeak and Evolve (the "preferred shareholders"), who own 49% of Levo common units. The preferred stock is not mandatorily redeemable or currently redeemable, but it could be redeemable with the passage of time at the election of Levo, the preferred shareholders or a trigger event as defined in the preferred stock agreement. As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified as mezzanine equity in the Company’s unaudited condensed consolidated balance sheets as mezzanine equity. The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value. The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method. The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional-paid-in-capital. The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount. See Note 18 for details. Non-controlling interests The Company presents non-controlling interests as a component of equity on its condensed consolidated balance sheets and reports the portion of its earnings or loss for non-controlling interest as net earnings or loss attributable to non-controlling interests in the condensed consolidated statements of operations. 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 of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This different adoption timing may make a comparison of the Company’s financial statements with another public company, which is neither an EGC nor an EGC that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. COVID-19 The novel coronavirus (COVID-19) which was declared a pandemic in March 2020, and the related restrictive measures such as travel restrictions, quarantines, and shutdowns, has negatively impacted the global economy. As national and local governments in different countries ease COVID-19 restrictions, and vaccines are distributed and rolled out successfully, we continue to see improved economic trends. However, COVID-19 and actions taken to mitigate its spread have had, and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. The Company continues to monitor the situation closely but, at this time, is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic has and will have on its business, operating results, cash flows and financial condition, and it could be material if the current circumstances continue to exist for a prolonged period of time. In addition to any direct impact on Nuvve’s business, it is reasonably possible that the estimates made by management in preparing Nuvve’s financial statements have been, or will be, materially and adversely impacted in the near term as a result of the on-going COVID-19 conditions. 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 payments, lease incremental borrowing rate, derivative liability associated with redeemable preferred shares, revenue recognition, the fair value of warrants, and the recognition and disclosure of contingent liabilities. 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, 2022 and December 31, 2021. Concentrations of Credit Risk At September 30, 2022 and December 31, 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 three and nine months ended September 30, 2022 two customers accounted for 62.4% and 51.1% of revenue, respectively. For the three and nine months ended September 30, 2021 four and three customers in aggregate accounted for 74.4% and 43.5% o f revenue, respectively. 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, o f the Company’s total revenue. During the three and nine months ended September 30, 2021, the Company's top five customers accounted for approximately 79.7% and 59.4%, respectively, o f the Company’s total revenue. At September 30, 2022 , four customers in aggregate accounted f or 53.6% of accounts receivable. At December 31, 2021, two customers in aggregate accounted for 32.2% of a ccounts receivable. Approximat ely 61.5% and 56.0% of the Company’s trade accounts receivable balance was with five customers at September 30, 2022 and December 31, 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 and all probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts. Revenue Recognition Bill-and-hold arrangements - The Company occasionally enters into bill and hold arrangements in which some customers request that billed products that are ready for delivery be held at the Company's warehouse facility for them until shipment at a later date. In this instance, revenue is recognized when; 1) the risks of ownership, including title, 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. 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 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 September 30, 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 quarter ended September 30, 2022. Recently issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires, among other things, the use of a new current expected credit loss ("CECL") model in determining the allowances for doubtful accounts with respect to accounts receivable, accrued straight-line rents receivable, and notes receivable. The CECL model requires that an entity estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. Entities will also be required to disclose information about how the entity developed the allowances, including changes in the factors that influenced its estimate of expected credit losses and the reasons for those changes. This update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The disclosures below discuss the Company’s material revenue contracts. The following table provides information regarding disaggregated revenue based on revenue by service lines for the three and nine months ended September 30: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue recognized over time: Services $ 207,634 $ 216,071 $ 475,806 $ 746,682 Grants 65,869 480,104 416,816 1,182,047 Revenue recognized at point in time: Products 280,184 466,829 3,333,825 1,014,637 Total revenue $ 553,687 $ 1,163,004 $ 4,226,447 $ 2,943,366 The aggregate am ount of revenue for the Company’s existing contracts and grants with customers as of September 30, 2022 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): 2022 (remaining three months) $ 46,913 Thereafter 967,239 Total $ 1,014,152 Segment Reporting The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues: United States $ 434,544 $ 825,868 $ 3,788,521 $ 2,230,495 United Kingdom 23,231 114,157 160,616 369,146 Denmark 95,912 222,979 277,310 343,725 $ 553,687 $ 1,163,004 $ 4,226,447 $ 2,943,366 The following table summarizes the Company’s long-lived assets in different geographic locations as of September 30, 2022 and December 31, 2021: September 30, December 31, Long-lived assets: United States $ 1,882,909 $ 1,811,607 Denmark 84,847 25,664 $ 1,967,756 $ 1,837,271 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following are the liabilities measured at fair value on the condensed consolidated balance sheet at September 30, 2022 and September 30, 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 September 30, Total Gains (Losses) For The Three Months Ended September 30, 2022 Total Gains (Losses) For The Nine Months Ended September 30, 2022 Recurring fair value measurements Warrants liability $ — $ — $ 12,000 $ 12,000 $ 170,000 $ 854,000 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ — $ 8,677,000 Institutional/Accredited Investor warrants $ — $ — $ 981,646 $ 981,646 $ 1,682,700 $ 1,682,700 Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 531,257 $ 531,257 $ (40,245) $ (19,309) Total recurring fair value measurements $ — $ — $ 1,524,903 $ 1,524,903 $ 1,812,455 $ 11,194,391 Level 1: Level 2: Level 3: Total at September 30, Total Gains (Losses) For The Three Months Ended September 30, 2021 Total Gains (Losses) For The Nine Months Ended September 30, 2021 Recurring fair value measurements Private warrants $ — $ — $ 626,000 $ 626,000 $ 557,000 $ 627,228 Stonepeak and Evolve unvested warrants $ — $ — $ 7,965,000 $ 7,965,000 $ 3,158,000 $ 12,372 Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 509,785 $ 509,785 $ (12,179) $ (12,179) Total recurring fair value measurements $ — $ — $ 9,100,785 $ 9,100,785 $ 3,702,821 $ 627,421 The following is a reconciliation of the opening and closing balances for the liabilities related to the warrants (Note 11) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2022: Warrants Liability Stonepeak and Evolve unvested warrants Institutional/Accredited Investor warrants Non-controlling redeemable preferred shares - derivative liability Balance at December 31, 2021 $ 866,000 $ 8,677,000 $ — $ 511,948 Total (gains) losses for period included in earnings (433,000) (4,343,000) — (53,472) Balance at March 31, 2022 433,000 4,334,000 — 458,476 Total (gains) losses for period included in earnings (251,000) (4,334,000) — 32,536 Balance at June 30, 2022 182,000 — — 491,012 Initial fair value — — 2,664,346 — Total (gains) losses for period included in earnings (170,000) — (1,682,700) 40,245 Balance at September 30, 2022 $ 12,000 $ — $ 981,646 $ 531,257 The fair value of the level 3 Private Warrants was estimated at September 30, 2022 using the Black-Scholes model which used the following inputs: term of 3.47 years, risk free rate of 4.2%, no dividends, volatility of 65.0%, and strike price of $11.50. The fair value of the level 3 Private Warrants was estimated at September 30, 2021 using the Black-Scholes model which used the following inputs: term of 4.50 years, risk free rate of 0.90%, no dividends, volatility of 54.0%, and strike price of $11.50. The fair value of the level 3 Institutional/Accredited Investor warrants was estimated at September 30, 2022 using the Black-Scholes model which used the following inputs: term of 5.30 years, risk free rate of 4.05%, no dividends, volatility of 60.0%, and strike price of $1.40. The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at September 30, 2022: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants 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) 8.60 8.60 8.60 8.60 Risk free rate 3.9% 3.9% 3.9% 3.9% Exercise price $15.0 $20.0 $30.0 $40.0 Volatility 55.0% 55.0% 55.0% 55.0% Capital expenditure forecast (in millions) $— $— $— $— Probability of warrants vesting (a) —% —% —% —% __________________ (a) During the second quarter ended June 30, 2022, the Company significantly lowered its forecast of Levo's capital deployments due to the passage by the United States Congress of the Infrastructure Investment and Jobs Act bill, and the related unveiling of the Environmental Protection Agency’s 2022 Clean School Bus rebates. The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants. The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at September 30, 2021: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $2.7 $2.3 $1.7 $1.3 Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Term (years) 9.60 9.60 9.60 9.60 Risk free rate 1.5% 1.5% 1.5% 1.5% Exercise price $15.0 $20.0 $30.0 $40.0 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 98.9% 92.8% 84.3% 76.1% The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at September 30, 2022 using the M onte Carlo Simulation model which used the following inputs: terms range from 1.84 years to 7.0 years, risk free rate of 4.0%, no dividends, volatility of 59.0% and probability of redemptions triggered of 75.0%. The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at September 30, 2021 using the M onte Carlo Simulation model which used the following inputs: terms range from 3.00 years to 7.0 years, risk free rate of 1.0%, no dividends, volatility of 51.0% and probability of redemptions triggered of 65.0%. 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 maturity of these instruments. |
Derivative Liability - Non-Cont
Derivative Liability - Non-Controlling Redeemable Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability - Non-Controlling Redeemable Preferred Stock | Derivative Liability - Non-Controlling Redeemable Preferred Stock The Company has determined that the redemption features embedded in the non-controlling redeemable preferred stock is required to be accounted for separately from the redeemable preferred stock as a derivative liability. Separation of the redemption features as a derivative liability is required because its economic characteristics and risks are considered more akin to a debt instrument, and therefore, not considered to be clearly and closely related to the economic characteristics of the redeemable preferred stock. The economic characteristics of the redemption features are considered more akin to a debt instrument because the minimum redemption value could be greater than the face amount, the redemption features are contingently exercisable, and the shares carry a fixed mandatory dividend. 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 redeemable preferred stock, see Note 18 . The following table displays the fair value of derivatives by balance sheet line item at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Other long term liabilities: Derivative liability - non-controlling redeemable preferred shares $ 531,257 $ 511,948 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments [Abstract] | |
Investments | 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 fo r each of the three and nine months ended September 30, 2022 and 2021. 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, 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 IPO, 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. |
Account Receivables, Net
Account Receivables, Net | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Account Receivables, Net | Account Receivables, Net The following tables summarizes the Company's accounts receivable on the consolidated balance sheets at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Trade receivables $ 1,097,049 $ 1,949,896 Less: allowance for doubtful accounts (33,146) (63,188) Accounts receivable, net $ 1,063,903 $ 1,886,708 Allowance for doubtful accounts: Balance December 31, 2021 $ (63,188) Provision — Write-off 30,042 Recoveries — Balance September 30, 2022 $ (33,146) |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table summarizes the Company’s inventories balance by category: September 30, 2022 December 31, 2021 DC Chargers $ 9,651,152 $ 7,687,598 AC Chargers 172,654 232,920 Vehicles - School Buses (1) 1,620,000 3,180,000 Others 324,190 17,670 Total $ 11,767,996 $ 11,118,188 __________________ (1) As of September 30, 2022, the Company has taken delivery of ten school buses it has committed to purchase from the manufacturer within one year from the purchase order date of May 26, 2021. Five school buses were sold during first quarter ended March 31, 2022. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following table summarizes the Company’s property, plant and equipment balance at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Computers & Servers $ 129,004 $ 105,499 Vehicles 187,812 168,862 Office furniture and equipment 326,613 161,771 Others 147,936 6,050 Total 791,365 442,182 Less: Accumulated Depreciation (200,108) (85,988) Property, plant and equipment, net $ 591,257 $ 356,194 September 30, 2022 September 30, 2021 Depreciation expense $ 108,277 $ 17,786 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets At both September 30, 2022 and December 31, 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 was $34,860 each for the three months ended September 30, 2022 and 2021, respectively. Amortization expense of intangible assets was $104,578 each for the nine months ended September 30, 2022 and 2021, respectively. Accumulated amortization totaled $715,058 and $610,480 at September 30, 2022 and December 31, 2021, respectively. The net amount of intangible assets of $1,376,499 at September 30, 2022, will be amortized over the weighted average remaining life of 10.2 years . Total estimated future amortization expense is as follows: 2022 (remaining three months) $ 34,859 2023 139,437 2024 139,437 2025 139,437 2026 139,437 Thereafter 783,892 $ 1,376,499 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity As of September 30, 2022, 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 12, “ Stockholders' Equity ,” in the Notes to Consolidated Financial Statements included in the Company’s 2021 Form 10-K for a detailed discussion of the Company’s stockholders' equity. Additionally, see Note 19, “Levo Mobility LLC Entity,” in the Notes to Consolidated Financial Statements included in the Company’s 2021 Form 10-K for a detailed discussion of the Company’s Stonepeak and Evolve Warrants and Securities Purchase agreement, and Levo definitive agreements. Shelf Registration and At the Market Offering 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. On May 5, 2022, the Company entered into an at-the-market offering agreement ("Sales Agreement"), with Craig-Hallum Capital Group LLC and Chardan Capital Markets, LLC (the "Agent"). From time to time during the term of the Sales Agreement, the Company may offer and sell shares of common stock having an aggregate offering price up to a total of $25.0 million in gross proceeds. The Agents will collect a fee equal to 3% 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 our shelf registration statement described above. During the nine months ended September 30, 2022, the Company sold 792,882 shares of common stock pursuant to the Sales Agreement at an average price of $4.97 per share for aggregate net proceeds of approximately $3.8 million. 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 2,150,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), pre-funded warrants to purchase an aggregate of 1,850,000 shares of Common Stock (the “Pre-Funded Warrants”), and warrants (the “Warrants”) to purchase an aggregate of 4,000,000 shares of Common Stock in a registered direct offering (the “Offering”). The offering closed on July 29, 2022. The offering price for the Shares, and accompanying Warrants, was $3.50 per Share and the offering price for the Pre-Funded Warrants, and accompanying was $3.4999 per Pre-Funded Warrant, which represents the per Share public offering price less $0.0001 per share exercise price for each Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. The Warrants have an exercise price of $3.75 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 months from the date of issuance and the Pre-Funded Warrants are be exercisable immediately upon issuance. The Pre-Funded Warrants terminate when fully exercised and the Warrants terminate five years from the initial exercisability date. The aggregate gross proceeds to the Company from the Offering were approximately $14.0 million and net proceeds were approximately $13.1 million , excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Warrants. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The fair values of the Pre-Funded Warrants are recorded in the consolidated balance sheets in additional-paid-in capital in stockholders' equity as the Pre-Funded Warrants are indexed to the Company’s common stock and meet the conditions for equity classification. The Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the condensed consolidated statement of operations. See Note 4 for details of changes in fair value of the unvested warrants recorded in the consolidated statement of operations. Craig-Hallum Capital Group LLC (the “Placement Agent”) was the exclusive placement agent for the Offering. The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-264462), as previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), 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 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 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 year warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve). See below for details. The grant-date fair value of the warrants issued to Stonepeak and Evolve were: series B $12.8 million, series C $5.6 million, series D $4.8 million, series E $3.8 million and series F $3.2 million. The fair values of the vested warrants are recorded in the consolidated balance sheets in additional-paid-in capital in stockholders' equity as the vested warrants are indexed to the Company’s common stock and meet the conditions for equity classification. The unvested warrants are recorded as a liability in the consolidated balance sheets at fair value, with changes in fair value recorded in the consolidated statements of operations as the unvested warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details of changes in fair value of the unvested warrants recorded in the consolidated statement of operations. In connection with the signing of the Letter Agreement, the Company issued to Stonepeak and Evolve the following ten years warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve): • Series B warrants to purchase 2,000,000 shares of the Company’s common stock, at an exercise price of $10.00 per share, which are fully vested upon issuance, • Series C warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $15.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million in aggregate capital expenditures, • Series D warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $20.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $250 million in aggregate capital expenditures, • Series E warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $30.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $375 million in aggregate capital expenditures, and • Series F warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $40.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures. The warrants may be exercised at any time on or after the date that is 180 days after the applicable vesting date. 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 272,500 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 1,425,000 of Newborn’s common stock, at a purchase price of $10.00 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 1.9 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 of a common share at $11.50 per share and have the same terms as described above for the Public Warrants. The PIPE investors received demand and piggyback registration rights in connection with the securities issued to them. 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, 2022 (there were no warrants outstanding at December 31, 2021): Number of Number of Number of Exercise Expiration Public Warrants 2,875,000 — 2,875,000 $11.50 March 19, 2026 Private Warrants 136,250 — 136,250 $11.50 March 19, 2026 PIPE Warrants 1,353,750 — 1,353,750 $11.50 March 19, 2026 Stonepeak/Evolve Warrants - series B 2,000,000 — 2,000,000 $10.00 May 17, 2031 Stonepeak/Evolve Warrants - series C 1,000,000 — 500,000 $15.00 May 17, 2031 Stonepeak/Evolve Warrants - series D 1,000,000 — 500,000 $20.00 May 17, 2031 Stonepeak/Evolve Warrants - series E 1,000,000 — 500,000 $30.00 May 17, 2031 Stonepeak/Evolve Warrants - series F 1,000,000 — 500,000 $40.00 May 17, 2031 Institutional/Accredited Investor Pre-Funded Warrants 1,850,000 580,000 1,270,000 $0.0001 Until Exercised in Full Institutional/Accredited Investor Warrants 4,000,000 — 4,000,000 $3.75 July 29, 2027 16,215,000 13,635,000 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, 2022 in the amount of $12,000 and the change in the fair value of the Private Warrants for the three and nine months ended September 30, 2022 is reflect ed as a gain of $170,000 and $854,000, resp ectively, in the condensed consolidated statement of operations. The Private Warrant is reflected as a liability in the condensed consolidated balance sheet as of September 30, 2021 in the amount of $626,000 and the change in the fair value of the Private Warrant for the three and nine months ended September 30, 2021 of is reflected as a gain of $557,000 and a gain of $627,228, respectively, in the condensed consolidated statement of operations. 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 316,250 units at $11.50 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 of a share of the Company's common stock and one warrant to purchase one share of the Company's common stock at the exercise price of $11.50 per share. The warrant has the same terms as the Public Warrant. In no event will the Company be required to net cash settle the exercise of the UPO or the warrants underlying the UPO. The holders of the unit purchase option have demand and "piggy back" registration rights for periods of five ASC 815-40, Derivatives and Hedging-Contracts in an Entity’s Own Equity, as the UPO is indexed to the Company’s common stock and meets the conditions for equity classification. 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 $50.00 per share (allocated 90% to Stonepeak and 10% to Evolve). See below f or details. The grant-date fair value of the Securities Purchase Agreement to purchase shares of the Company’s common stock was $12.6 million, and is recorded in the condensed consolidated balance sheet as equity in additional-paid-in capital as it is indexed to the Company’s common stock and meets the conditions for equity classification . 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. • Under the SPA, from time to time between November 13, 2021 and November 17, 2028, Stonepeak and Evolve may elect, 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 $50.00 per share (allocated 90% to Stonepeak and 10% to 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 Option Plan
Stock Option Plan | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Plan | 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 awards to employees, consultants, and directors. In November 2020, the Company’s Board of Directors extended the term of the 2010 Plan to July 1, 2021. In 2021, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which provides for the grant of restricted stock awards, incentive and non-statutory stock options, and other share-based awards to employees, consultants, and directors. As of September 30, 2022, there is an aggregate of 3,300,000 common shares reserved for issuance under the 2020 Plan. All options granted to date have a ten years contractual life and vesting terms of four years. In general, vested options expire if not exercised at termination of service. As of September 30, 2022, a total of 853,061 shares of common stock remained available for future issuance under the 2020 Plan. Stock-based compensation expense recognized in selling, general, and administrative, and research and development for the three and nine months ended September 30 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options $ 633,883 $ 778,922 $ 2,004,641 $ 1,841,930 Restricted stock 377,790 537,693 2,178,883 805,665 Total $ 1,011,673 $ 1,316,615 $ 4,183,524 $ 2,647,595 The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the Black-Scholes model to calculate the fair value of stock options granted for the nine months ended September 30, 2022 for the 2010 Plan and the 2020 Plan. 2010 Plan 2020 Plan Expected life of options (in years) (1) 6.1 6.1 Dividend yield (2) 0 % 0 % Risk-free interest rate (3) 2.94 % 2.54 % Volatility (4) 57.0 % 55.8 % __________________ (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 interest rate is based on the yields on U.S. Treasury debt securities with maturities approximating the estimated life of the options. (4) Volatility is estimated by management. As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity. Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry. The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to Reverse Recapitalization, for the nine months ended September 30, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,035,035 3.21 5.90 5,688,201 Granted — — — — Exercised (59,729) 2.09 — — Forfeited (44,030) 7.49 — — Expired/Cancelled (19,249) 6.68 — — Outstanding - September 30, 2022 912,027 3.16 5.59 80,968 Options Exercisable at September 30, 2022 824,446 2.54 4.51 80,968 Option Vested at September 30, 2022 823,915 2.54 4.51 80,968 The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2022 was zero. The following is a summary of the stock option activity under the 2020 Plan for the nine months ended September 30, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,602,850 13.18 9.27 46,920 Granted 281,100 5.25 9.92 — Exercised — — — — Forfeited (201,388) 10.29 — — Expired/Cancelled (1,250) 8.25 — — Outstanding - September 30, 2022 1,681,312 12.10 8.67 — Options Exercisable at September 30, 2022 519,932 13.36 8.47 — Option Vested at September 30, 2022 519,932 13.38 8.47 — The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2022 was $2.82. During the year ended December 31, 2021, 1,640,000 options were modified to lower the exercise price by $0.60 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, 2022, was $16,791 and $55,307, respectively. The amount of additional compensation expense for the three and nine months ended September 30, 2021, was $20,758 and 42,486, respectively. Other Information: Nine Months Ended 2022 2021 Amount received from option exercised $ 209,280 $ 18,325 September 30, 2022 Weighted average remaining recognition period Total unrecognized options compensation costs $ 7,083,318 2.69 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, 2021, and changes during the nine months ended September 30, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 353,817 11.00 Granted 358,113 4.61 Vested/Release (204,936) 11.19 Cancelled/Forfeited (22,456) 8.72 Nonvested and Outstanding at September 30, 2022 484,538 6.30 As of September 30, 2022, there was $2,321,733 of total unrecognized compensation cost related to nonvested restricted stock. The Company expects to recognize this compensation cost over a remaining weighted-average period of approximately 1.3 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Income tax expense $ — $ — $ — $ 1,000 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 (“ASC 740”). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. The Company currently has a full valuation allowance against its deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the nine months ended September 30, 2022, there was no material change from the year ended December 31, 2021 in the amount of the Company’s deferred tax assets that are not considered to be more likely than not to be realized in future years. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 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, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss attributable to Nuvve common stockholders $ (6,720,547) $ (4,826,344) $ (17,071,274) $ (63,338,998) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 21,952,882 18,627,978 19,972,016 15,931,466 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.31) $ (0.26) $ (0.85) $ (3.98) 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options issued and outstanding 2,649,652 2,890,564 2,624,818 2,342,967 Nonvested restricted stock issued and outstanding 1,117,868 832,757 952,068 667,297 Public warrants 2,875,000 2,875,000 2,875,000 2,061,121 Private warrants 136,250 136,250 136,250 97,679 PIPE warrants 1,353,750 1,353,750 1,353,750 970,519 Stonepeak and Evolve warrants 6,000,000 6,000,000 6,000,000 3,000,000 Stonepeak and Evolve options 5,000,000 5,000,000 5,000,000 2,500,000 Institutional/Accredited Investor Pre-Funded Warrants 869,674 — 293,077 — Institutional/Accredited Investor Warrants 2,739,130 — 923,077 — Total 22,741,324 19,088,321 20,158,040 11,639,583 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 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, 2022 the Company recognized re venue of zero and $28,000, respectively, from an entity that is an investor in the Company. During the three and nine months ended September 30, 2021, the Company recognized revenue of zero and $399,620, respectively, from an entity that is an investor in the Company. The Company had a balance of accounts receivable of zero at both September 30, 2022 and December 31, 2021 from the same entity that is an investor in the Company. Equity Forward Purchase |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 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 2026 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 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. 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, however it is not reasonably certain the Company will exercise the renewal. There is no option to purchase the premises at lease termination. Supplemental unaudited consolidated balance sheet information related to leases is as follows: Classification September 30, 2022 Operating lease assets Right-of-use operating lease assets $ 5,418,912 Finance lease assets Property, plant and equipment, net 18,187 Total lease assets $ 5,437,099 Operating lease liabilities - current Operating lease liabilities - current $ 708,441 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 5,225,555 Finance lease liabilities - current Other liabilities 6,569 Finance lease liabilities - noncurrent Other long-term liabilities 13,013 Total lease liabilities $ 5,953,578 The components of lease expense are as follows: Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Classification 2022 2021 2022 2021 Operating lease expense Selling, general and administrative $ 241,852 $ 44,952 $ 582,449 $ 136,779 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 1,413 1,536 8,804 3,073 Interest on finance lease liabilities Interest expense 553 729 1,791 1,487 Total lease expense $ 243,818 $ 47,217 $ 593,044 $ 141,339 Operating Lease Finance Lease Maturities of lease liabilities are as follows: September 30, 2022 September 30, 2022 2022 $ 135,103 $ 1,642 2023 860,418 6,569 2024 892,212 6,569 2025 893,046 6,569 2026 921,273 — Thereafter 4,745,237 1,642 Total lease payments 8,447,289 22,991 Less: interest (2,513,293) (3,409) Total lease obligations $ 5,933,996 $ 19,582 Lease term and discount rate: September 30, 2022 September 30, 2021 Weighted-average remaining lease terms (in years): Operating lease 9.3 0 Finance lease 3.5 4.5 Weighted-average discount rate: Operating lease 7.8% 10.0% Finance lease 7.8% 10.0% Other Information: Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 111,391 $ 100,292 Operating cash flows - finance leases $ 1,791 $ 1,487 Financing cash flows - finance leases $ 7,396 $ 4,613 Leased assets obtained in exchange for new finance lease liabilities $ 18,187 $ 27,656 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: Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Classification 2022 2021 2022 2021 Sublease lease income Other, net $ 64,750 $ — $ 84,875 $ — |
Leases | 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 2026 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 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. 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, however it is not reasonably certain the Company will exercise the renewal. There is no option to purchase the premises at lease termination. Supplemental unaudited consolidated balance sheet information related to leases is as follows: Classification September 30, 2022 Operating lease assets Right-of-use operating lease assets $ 5,418,912 Finance lease assets Property, plant and equipment, net 18,187 Total lease assets $ 5,437,099 Operating lease liabilities - current Operating lease liabilities - current $ 708,441 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 5,225,555 Finance lease liabilities - current Other liabilities 6,569 Finance lease liabilities - noncurrent Other long-term liabilities 13,013 Total lease liabilities $ 5,953,578 The components of lease expense are as follows: Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Classification 2022 2021 2022 2021 Operating lease expense Selling, general and administrative $ 241,852 $ 44,952 $ 582,449 $ 136,779 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 1,413 1,536 8,804 3,073 Interest on finance lease liabilities Interest expense 553 729 1,791 1,487 Total lease expense $ 243,818 $ 47,217 $ 593,044 $ 141,339 Operating Lease Finance Lease Maturities of lease liabilities are as follows: September 30, 2022 September 30, 2022 2022 $ 135,103 $ 1,642 2023 860,418 6,569 2024 892,212 6,569 2025 893,046 6,569 2026 921,273 — Thereafter 4,745,237 1,642 Total lease payments 8,447,289 22,991 Less: interest (2,513,293) (3,409) Total lease obligations $ 5,933,996 $ 19,582 Lease term and discount rate: September 30, 2022 September 30, 2021 Weighted-average remaining lease terms (in years): Operating lease 9.3 0 Finance lease 3.5 4.5 Weighted-average discount rate: Operating lease 7.8% 10.0% Finance lease 7.8% 10.0% Other Information: Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 111,391 $ 100,292 Operating cash flows - finance leases $ 1,791 $ 1,487 Financing cash flows - finance leases $ 7,396 $ 4,613 Leased assets obtained in exchange for new finance lease liabilities $ 18,187 $ 27,656 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: Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Classification 2022 2021 2022 2021 Sublease lease income Other, net $ 64,750 $ — $ 84,875 $ — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. On November 2, 2022, the Company received a demand for arbitration from one of its major supplier of DC Chargers, in connection with a dispute over certain purchase orders. See "Note 17(e) Purchase Commitments" to these unaudited condensed consolidated financial statements, and "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources--Purchase Commitments" for further details. (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, 2022 and 2021, $300,000 each was paid under the research agreement, respectively. In October 2021, the agreement was renewed for one year through August 2022. At September 30, 2022, zero remained to be paid under the renewed agreement. (c) In-Licensing The Company is a party to a licensing agreement for non-exclusive rights to intellectual property which will expire at the later of the date at which the last patent underlying the intellectual property expires or 20 years from the sale of the first licensed product. Under the terms of the agreement, the Company will pay up to an aggregate of $700,000 in royalties upon achievement of certain milestones. As of September 30, 2022 and December 31, 2021, no royalty expenses had been incurred under this agreement . 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 year expected life of the patents underlying the intellectual property. 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 The Seller will retain a non-exclusive, royalty-free license, to utilize the intellectual property solely for research and education purposes. As of September 30, 2022, no royalty expenses had been incurred under this agreement. (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, the 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 September 30, 2022 , 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, 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 and non-refundable regardless of when in the future the chargers are delivered, and regardless of any non-conformance. Nuvve believes the supplier’s position does not have merit and Nuvve would exercise all available rights and remedies in its defense should any legal proceeding result from such dispute. On November 2, 2022, Nuvve received a demand for arbitration from its supplier in connection with the dispute. The outcome of any such proceeding would be 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. |
Non-Controlling Interest
Non-Controlling Interest | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | 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 interests in the condensed consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheets. The primary components of non-controlling interests are separately presented in the Company’s condensed consolidated statements of changes in stockholders’ equity to clearly distinguish the interest in the Company and other ownership interests in the consolidated entities. Net income or loss includes the net income or loss attributable to the holders of non-controlling interests on the Company’s condensed consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests. Levo Series B Redeemable Preferred Stock Levo is authorized to issue 1,000,000 shares of series B preferred stock at no par value. 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, 2022, Levo had accrued preferred dividends of $258,672, 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, 2022, Series B Preferred Stock consisted of the following: Shares Authorized Shares Issued and Outstanding Stated Value per Share Initial Carrying Value Accrued Preferred Dividends Liquidation Preference 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 258,672 $ 3,396,672 The Company has determined that the redemption features embedded in the non-controlling redeemable preferred stock is required to be accounted for separately from the redeemable preferred stock as a derivative liability. See Note 5 for detail disclosure of the derivative liability. 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 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 period from date of issuance of August 4, 2021 through July 4, 2028 (the date at which the preferred shareholders have the unconditional right to redeem the shares, deemed to be the earliest likely redemption date) using the effective interest method. The accretion to the carrying value of the redeemable preferred stock is treated as a deemed dividend, recorded as a charge to retained earnings of Levo. During the nine months ended September 30, 2022, Levo accreted $484,398 resulting in the carrying value of the redeemable preferred stock of $3,386,297. The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheet at September 30, 2022: September 30, 2022 Balance at December 31, 2021 $ (2,501,633) Net loss attributable to non-controlling interests as of September 30, 2022 $ (459,863) Less: dividends paid to non-controlling interests as of September 30, 2022 195,912 Less: Preferred share accretion adjustment as of September 30, 2022 484,398 Non-controlling interests $ (3,641,806) The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s condensed consolidated statements of operations as of September 30, 2022: Three Months Ended Nine Months Ended September 30, 2022 Net loss attributable to non-controlling interests $ (168,985) $ (459,863) Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity Nine Months Ended September 30, 2022 Beginning balance - December 31, 2021 $ 2,901,899 Preferred share Accretion adjustment as of September 30, 2022 484,398 Ending balance - September 30, 2022 $ 3,386,297 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 or (b) a bonus arrangement which should be accounted for under ASC 710, Compensation – General . Based on the features of the Profits Interests, the awards are considered stock compensation to be accounted for as equity. Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards. 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, 2022, the Company recorded compensation expense, included in selling, general, and administrative, under the Profits Interests of $152,315 and $293,165, respectively. The Company uses the M onte 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 M onte Carlo Simulation model to calculate the fair value of Class D Incentive Units granted for the nine months ended September 30, 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) The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period. (2) The risk-free interest rate is based on the yields on U.S. Treasury debt securities with maturities approximating the estimated life of the options. (3) Volatility is estimated by management. As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity. Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry. A summary of the status of the Company’s Class D Incentive Units as of December 31, 2021, and changes during the nine months ended September 30, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 — — Granted 250,000 13.28 Vested — — Cancelled — — Nonvested and Outstanding at September 30, 2022 250,000 13.28 As of September 30, 2022, there was $2,143,870 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 period of approximately 3.5 years. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn November 2, 2022, the Company received a demand for arbitration from one of its major supplier of DC Chargers, in connection with a dispute over certain purchase orders. See "Note 17(e) Purchase Commitments" to these unaudited condensed consolidated financial statements, and "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources--Purchase Commitments" for further details. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying (i) unaudited consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (ii) unaudited interim condensed 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 in the 2021 Form 10-K, filed with the SEC on March 31, 2022. 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 2022 or any future period. In accordance with Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements - Going Concern, 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 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 $109.3 million as of September 30, 2022. Nuvve incurred operating losses of approximately $28.2 million as of the nine months ended September 30, 2022, and $27.2 million and $4.7 million for the years ended December 31, 2021, and 2020, respectively. Nuvve cash used in operations were $28.2 million as of the nine months ended September 30, 2022, and $29.2 million and $3.1 million for the years ended December 31, 2021, and 2020, respectively. As of September 30, 2022, Nuvve had a cash balance, working capital, and stockholders’ equity of $21.6 million, $31.0 million and $29.8 million, respectively. 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 Grid Integrated Vehicle ("GIVe") platform and the achievement of a level of revenues adequate to support its cost structure. On May 5, 2022, the Company entered into an at-the-market offering agreement in which the Company from time to time during the term of the sales agreement, offers and sells shares of its common stock having an aggregate offering price up to a total of $25.0 million in gross proceeds. Shares of common stock sold under the sales agreement are offered and sold pursuant to the Company's shelf registration statement. During the nine months ended September 30, 2022, the Company sold 792,882 shares of common stock pursuant to the sales agreement at an average price of $4.97 per share for aggregate proceeds of approximately $3.8 million, net of offering costs. In July 2022, the Company completed a registered direct offering of its common stock. See Note 11 for details. The aggregate gross proceeds to the Company from the offering were approximately $14.0 million and net proceeds were $13.1 million . The Company expects its cash and cash equivalents as of November 14, 2022 will be sufficient to fund current planned operations for at least the next twelve months from the date of issuance of these unaudited condensed consolidated financial statements. Management's expectations with respect to its 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 believes that there are various cash saving measures that could be quickly implemented during this time period, including reductions in discretionary expenses related to consultants, travel, personnel and personnel related costs. If necessary, management believes it can raise additional financing through its at-the-market agreement. Although these measures are not expected to be used, and such actions could potentially harm the business, management believes that if necessary, the cash savings from these actions would allow the Company to continue as a going concern through November 14, 2023. |
Principles of Consolidation | Principles of ConsolidationThe 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 | 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 interest for the share of the entity owned by Stonepeak and Evolve. 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 loss attributable to non-controlling interests" in the condensed consolidated statements of operations and "Non-controlling interests" in the condensed consolidated balance sheets. See Note 18 for details of non-controlling interests. The Company began consolidating the assets, liabilities and results of operations of Levo during the quarter ended September 30, 2021. |
Noncontrolling Interest | Redeemable Non-Controlling Interest - Mezzanine Equity Redeemable non-controlling interest represents the shares of the preferred stock issued by Levo to Stonepeak and Evolve (the "preferred shareholders"), who own 49% of Levo common units. The preferred stock is not mandatorily redeemable or currently redeemable, but it could be redeemable with the passage of time at the election of Levo, the preferred shareholders or a trigger event as defined in the preferred stock agreement. As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified as mezzanine equity in the Company’s unaudited condensed consolidated balance sheets as mezzanine equity. The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value. The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method. The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional-paid-in-capital. The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount. See Note 18 for details. Non-controlling interests The Company presents non-controlling interests as a component of equity on its condensed consolidated balance sheets and reports the portion of its earnings or loss for non-controlling interest as net earnings or loss attributable to non-controlling interests in the condensed consolidated statements of operations. 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 interests in the condensed consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheets. The primary components of non-controlling interests are separately presented in the Company’s condensed consolidated statements of changes in stockholders’ equity to clearly distinguish the interest in the Company and other ownership interests in the consolidated entities. Net income or loss includes the net income or loss attributable to the holders of non-controlling interests on the Company’s condensed consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests. |
Emerging Growth Company | Emerging Growth CompanySection 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 of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This different adoption timing may make a comparison of the Company’s financial statements with another public company, which is neither an EGC nor an EGC that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
COVID-19 | COVID-19 The novel coronavirus (COVID-19) which was declared a pandemic in March 2020, and the related restrictive measures such as travel restrictions, quarantines, and shutdowns, has negatively impacted the global economy. As national and local governments in different countries ease COVID-19 restrictions, and vaccines are distributed and rolled out successfully, we continue to see improved economic trends. However, COVID-19 and actions taken to mitigate its spread have had, and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. The Company continues to monitor the situation closely but, at this time, is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic has and will have on its business, operating results, cash flows and financial condition, and it could be material if the current circumstances continue to exist for a prolonged period of time. In addition to any direct impact on Nuvve’s business, it is reasonably possible that the estimates made by management in preparing Nuvve’s financial statements have been, or will be, materially and adversely impacted in the near term as a result of the on-going COVID-19 conditions. |
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 payments, lease incremental borrowing rate, derivative liability associated with redeemable preferred shares, revenue recognition, the fair value of warrants, and the recognition and disclosure of contingent liabilities. Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. |
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, 2022 and December 31, 2021. |
Concentrations of Credit Risk | Concentrations of Credit Risk At September 30, 2022 and December 31, 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 three and nine months ended September 30, 2022 two customers accounted for 62.4% and 51.1% of revenue, respectively. For the three and nine months ended September 30, 2021 four and three customers in aggregate accounted for 74.4% and 43.5% o f revenue, respectively. 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, o f the Company’s total revenue. During the three and nine months ended September 30, 2021, the Company's top five customers accounted for approximately 79.7% and 59.4%, respectively, o f the Company’s total revenue. At September 30, 2022 , four customers in aggregate accounted f or 53.6% of accounts receivable. At December 31, 2021, two customers in aggregate accounted for 32.2% of a ccounts receivable. Approximat ely 61.5% and 56.0% of the Company’s trade accounts receivable balance was with five customers at September 30, 2022 and December 31, 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 and all probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts. |
Revenue Recognition | Revenue Recognition Bill-and-hold arrangements - The Company occasionally enters into bill and hold arrangements in which some customers request that billed products that are ready for delivery be held at the Company's warehouse facility for them until shipment at a later date. In this instance, revenue is recognized when; 1) the risks of ownership, including title, 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. |
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 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 September 30, 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 quarter ended September 30, 2022. |
Recently adopted accounting pronouncements | |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires, among other things, the use of a new current expected credit loss ("CECL") model in determining the allowances for doubtful accounts with respect to accounts receivable, accrued straight-line rents receivable, and notes receivable. The CECL model requires that an entity estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. Entities will also be required to disclose information about how the entity developed the allowances, including changes in the factors that influenced its estimate of expected credit losses and the reasons for those changes. This update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Restatement of Previously Issued Financial Statements | Condensed Consolidated Balance Sheet September 30, 2022 September 30, 2022 Assets As Previously Reported Adjustment As Restated Warrants liability $ 12,000 $ 981,646 $ 993,646 Total Liabilities $ 12,713,116 $ 981,646 $ 13,694,762 Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding at September 30, 2022 and December 31, 2021; aggregate liquidation preference of $3,396,672 and $3,200,760 at September 30, 2022 and December 31, 2021, respectively $ 3,369,827 $ 16,470 $ 3,386,297 Additional paid-in capital $ 150,247,403 $ (7,466,241) $ 142,781,162 Accumulated deficit $ (115,805,023) $ 6,476,196 $ (109,328,827) Nuvve Stockholders’ Equity (Deficit) $ 34,456,821 $ (990,045) $ 33,466,776 Non-controlling interests $ (3,633,735) $ (8,071) $ (3,641,806) Total Stockholders’ Equity (Deficit) $ 30,823,086 $ (998,116) $ 29,824,970 Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, 2022 2022 2021 2021 Condensed Consolidated Statements of Operations As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Financing costs $ — $ — $ — $ — $ (2,936,794) $ (2,936,794) Change in fair value of warrants liability $ 170,000 $ 1,682,700 $ 1,852,700 $ 557,000 $ 3,158,000 $ 3,715,000 Total other (expense) income, net $ 258,127 $ 1,682,700 $ 1,940,827 $ 478,394 $ 221,206 $ 699,600 Loss before taxes $ (8,344,165) $ 1,682,700 $ (6,661,465) $ (6,968,282) $ 221,206 $ (6,747,076) Net loss $ (8,344,165) $ 1,682,700 $ (6,661,465) $ (6,968,282) $ 221,206 $ (6,747,076) Less: Net loss attributable to non-controlling interests $ (168,985) $ — $ (168,985) $ (130,837) $ (1,929,030) $ (2,059,867) Net loss attributable to Nuvve Holding Corp. $ (8,175,180) $ 1,682,700 $ (6,492,480) $ (6,837,445) $ 2,150,236 $ (4,687,209) Net loss attributable to Nuvve common stockholders $ (8,403,247) $ 1,682,700 $ (6,720,547) $ (6,976,580) $ 2,150,236 $ (4,826,344) Net loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.38) $ 0.07 $ (0.31) $ (0.37) $ 0.11 $ (0.26) Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2022 2021 2021 Condensed Consolidated Statements of Operations As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Financing costs $ (43,562,847) $ 43,562,847 $ — $ — $ (46,754,794) $ (46,754,794) Change in fair value of warrants liability $ 854,000 $ 10,359,700 $ 11,213,700 $ 627,228 $ 12,372 $ 639,600 Total other (expense) income, net $ (42,599,148) $ 53,922,547 $ 11,323,399 $ 344,618 $ (46,742,422) $ (46,397,804) Loss before taxes $ (70,773,374) $ 53,922,547 $ (16,850,827) $ (18,516,308) $ (46,742,422) $ (65,258,730) Net loss $ (70,773,374) $ 53,922,547 $ (16,850,827) $ (18,517,308) $ (46,742,422) $ (65,259,730) Less: Net loss attributable to non-controlling interests $ (2,380,821) $ 1,920,958 $ (459,863) $ (130,837) $ (1,929,030) $ (2,059,867) Net loss attributable to Nuvve Holding Corp. $ (68,392,553) $ 52,001,589 $ (16,390,964) $ (18,386,471) $ (44,813,392) $ (63,199,863) Net loss attributable to Nuvve common stockholders $ (69,072,863) $ 52,001,589 $ (17,071,274) $ (18,525,606) $ (44,813,392) $ (63,338,998) Net loss per share attributable to Nuvve common stockholders, basic and diluted $ (3.46) $ 2.61 $ (0.85) $ (1.16) $ (2.82) $ (3.98) Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, 2022 2022 2021 2021 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Net loss $ (8,344,165) 1,682,700 $ (6,661,465) $ (6,968,282) 221,206 $ (6,747,076) Less: Comprehensive loss attributable to non-controlling interests (168,985) — $ (168,985) (130,837) (1,929,030) $ (2,059,867) Comprehensive loss attributable to Nuvve common stockholders $ (8,008,412) 1,682,700 $ (6,325,712) $ (6,647,131) 2,150,236 $ (4,496,895) Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2022 2021 2021 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Net loss $ (70,773,374) $ 53,922,547 $ (16,850,827) $ (18,517,308) $ (46,742,422) $ (65,259,730) Less: Comprehensive loss attributable to non-controlling interests $ (2,380,821) $ 1,920,958 $ (459,863) $ (130,837) $ (1,929,030) $ (2,059,867) Comprehensive loss attributable to Nuvve common stockholders $ (67,813,540) $ 52,001,589 $ (15,811,951) $ (18,099,554) $ (44,813,392) $ (62,912,946) CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY As Previously Reported Adjustment As Restated Issuance of warranties to Stonepeak and Evolve $ (179,151) $ 179,151 $ — Net Loss $ (6,968,282) $ 221,206 $ (6,747,076) Balance September 30, 2021 $ 88,950,334 $ (54,540,643) $ 34,409,691 Proceeds from Direct Offering $ 13,069,600 $ (2,664,344) $ 10,405,256 Net Loss $ (8,344,165) $ 1,682,700 $ (6,661,465) Balance September 30, 2022 $ 30,823,086 $ (998,116) $ 29,824,970 Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2022 2021 2021 Condensed Consolidated Statements of Cash Flows As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Operating activities Net loss (70,773,374) 53,922,547 (16,850,827) (18,517,308) (46,742,422) (65,259,730) Adjustments to reconcile to net loss to net cash used in operating activities Financing costs 43,562,847 (43,562,847) — — 46,754,794 46,754,794 Change in fair value of warrants liability (854,000) (10,359,700) (11,213,700) (627,228) (12,372) (639,600) |
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, 2022: September 30, 2022 Assets Cash $ 27,879 Accounts receivable 74,480 Prepaid expenses and other current assets 8,763 Total Assets $ 111,122 Liabilities Accounts payable $ 6,000 Accrued expenses 263,518 Deferred revenue 74,480 Derivative liability - non-controlling redeemable preferred shares 531,257 Total Liabilities $ 875,255 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of information regarding disaggregated revenue based on revenue by service | The following table provides information regarding disaggregated revenue based on revenue by service lines for the three and nine months ended September 30: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue recognized over time: Services $ 207,634 $ 216,071 $ 475,806 $ 746,682 Grants 65,869 480,104 416,816 1,182,047 Revenue recognized at point in time: Products 280,184 466,829 3,333,825 1,014,637 Total revenue $ 553,687 $ 1,163,004 $ 4,226,447 $ 2,943,366 |
Schedule of aggregate amount of revenue for the Company’s existing contracts with customers | The aggregate am ount of revenue for the Company’s existing contracts and grants with customers as of September 30, 2022 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): 2022 (remaining three months) $ 46,913 Thereafter 967,239 Total $ 1,014,152 |
Schedule of company operates in a single business segment | The following table summarizes the Company’s revenues for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues: United States $ 434,544 $ 825,868 $ 3,788,521 $ 2,230,495 United Kingdom 23,231 114,157 160,616 369,146 Denmark 95,912 222,979 277,310 343,725 $ 553,687 $ 1,163,004 $ 4,226,447 $ 2,943,366 The following table summarizes the Company’s long-lived assets in different geographic locations as of September 30, 2022 and December 31, 2021: September 30, December 31, Long-lived assets: United States $ 1,882,909 $ 1,811,607 Denmark 84,847 25,664 $ 1,967,756 $ 1,837,271 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities measured at fair value on the condensed consolidated balance sheet | The following are the liabilities measured at fair value on the condensed consolidated balance sheet at September 30, 2022 and September 30, 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 September 30, Total Gains (Losses) For The Three Months Ended September 30, 2022 Total Gains (Losses) For The Nine Months Ended September 30, 2022 Recurring fair value measurements Warrants liability $ — $ — $ 12,000 $ 12,000 $ 170,000 $ 854,000 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ — $ 8,677,000 Institutional/Accredited Investor warrants $ — $ — $ 981,646 $ 981,646 $ 1,682,700 $ 1,682,700 Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 531,257 $ 531,257 $ (40,245) $ (19,309) Total recurring fair value measurements $ — $ — $ 1,524,903 $ 1,524,903 $ 1,812,455 $ 11,194,391 Level 1: Level 2: Level 3: Total at September 30, Total Gains (Losses) For The Three Months Ended September 30, 2021 Total Gains (Losses) For The Nine Months Ended September 30, 2021 Recurring fair value measurements Private warrants $ — $ — $ 626,000 $ 626,000 $ 557,000 $ 627,228 Stonepeak and Evolve unvested warrants $ — $ — $ 7,965,000 $ 7,965,000 $ 3,158,000 $ 12,372 Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 509,785 $ 509,785 $ (12,179) $ (12,179) Total recurring fair value measurements $ — $ — $ 9,100,785 $ 9,100,785 $ 3,702,821 $ 627,421 |
Schedule of fair value on a recurring basis | The following is a reconciliation of the opening and closing balances for the liabilities related to the warrants (Note 11) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2022: Warrants Liability Stonepeak and Evolve unvested warrants Institutional/Accredited Investor warrants Non-controlling redeemable preferred shares - derivative liability Balance at December 31, 2021 $ 866,000 $ 8,677,000 $ — $ 511,948 Total (gains) losses for period included in earnings (433,000) (4,343,000) — (53,472) Balance at March 31, 2022 433,000 4,334,000 — 458,476 Total (gains) losses for period included in earnings (251,000) (4,334,000) — 32,536 Balance at June 30, 2022 182,000 — — 491,012 Initial fair value — — 2,664,346 — Total (gains) losses for period included in earnings (170,000) — (1,682,700) 40,245 Balance at September 30, 2022 $ 12,000 $ — $ 981,646 $ 531,257 |
Schedule of fair value measurement inputs and valuation techniques | The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at September 30, 2022: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants 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) 8.60 8.60 8.60 8.60 Risk free rate 3.9% 3.9% 3.9% 3.9% Exercise price $15.0 $20.0 $30.0 $40.0 Volatility 55.0% 55.0% 55.0% 55.0% Capital expenditure forecast (in millions) $— $— $— $— Probability of warrants vesting (a) —% —% —% —% __________________ (a) During the second quarter ended June 30, 2022, the Company significantly lowered its forecast of Levo's capital deployments due to the passage by the United States Congress of the Infrastructure Investment and Jobs Act bill, and the related unveiling of the Environmental Protection Agency’s 2022 Clean School Bus rebates. The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants. The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at September 30, 2021: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $2.7 $2.3 $1.7 $1.3 Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Term (years) 9.60 9.60 9.60 9.60 Risk free rate 1.5% 1.5% 1.5% 1.5% Exercise price $15.0 $20.0 $30.0 $40.0 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 98.9% 92.8% 84.3% 76.1% |
Derivative Liability - Non-Co_2
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The following table displays the fair value of derivatives by balance sheet line item at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Other long term liabilities: Derivative liability - non-controlling redeemable preferred shares $ 531,257 $ 511,948 |
Account Receivables, Net (Table
Account Receivables, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | The following tables summarizes the Company's accounts receivable on the consolidated balance sheets at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Trade receivables $ 1,097,049 $ 1,949,896 Less: allowance for doubtful accounts (33,146) (63,188) Accounts receivable, net $ 1,063,903 $ 1,886,708 Allowance for doubtful accounts: Balance December 31, 2021 $ (63,188) Provision — Write-off 30,042 Recoveries — Balance September 30, 2022 $ (33,146) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory by category | The following table summarizes the Company’s inventories balance by category: September 30, 2022 December 31, 2021 DC Chargers $ 9,651,152 $ 7,687,598 AC Chargers 172,654 232,920 Vehicles - School Buses (1) 1,620,000 3,180,000 Others 324,190 17,670 Total $ 11,767,996 $ 11,118,188 __________________ (1) As of September 30, 2022, the Company has taken delivery of ten school buses it has committed to purchase from the manufacturer within one year from the purchase order date of May 26, 2021. Five school buses were sold during first quarter ended March 31, 2022. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The following table summarizes the Company’s property, plant and equipment balance at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Computers & Servers $ 129,004 $ 105,499 Vehicles 187,812 168,862 Office furniture and equipment 326,613 161,771 Others 147,936 6,050 Total 791,365 442,182 Less: Accumulated Depreciation (200,108) (85,988) Property, plant and equipment, net $ 591,257 $ 356,194 September 30, 2022 September 30, 2021 Depreciation expense $ 108,277 $ 17,786 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of estimated future amortization expense amortizable intangible assets | Total estimated future amortization expense is as follows: 2022 (remaining three months) $ 34,859 2023 139,437 2024 139,437 2025 139,437 2026 139,437 Thereafter 783,892 $ 1,376,499 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [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, 2022 (there were no warrants outstanding at December 31, 2021): Number of Number of Number of Exercise Expiration Public Warrants 2,875,000 — 2,875,000 $11.50 March 19, 2026 Private Warrants 136,250 — 136,250 $11.50 March 19, 2026 PIPE Warrants 1,353,750 — 1,353,750 $11.50 March 19, 2026 Stonepeak/Evolve Warrants - series B 2,000,000 — 2,000,000 $10.00 May 17, 2031 Stonepeak/Evolve Warrants - series C 1,000,000 — 500,000 $15.00 May 17, 2031 Stonepeak/Evolve Warrants - series D 1,000,000 — 500,000 $20.00 May 17, 2031 Stonepeak/Evolve Warrants - series E 1,000,000 — 500,000 $30.00 May 17, 2031 Stonepeak/Evolve Warrants - series F 1,000,000 — 500,000 $40.00 May 17, 2031 Institutional/Accredited Investor Pre-Funded Warrants 1,850,000 580,000 1,270,000 $0.0001 Until Exercised in Full Institutional/Accredited Investor Warrants 4,000,000 — 4,000,000 $3.75 July 29, 2027 16,215,000 13,635,000 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense for stock options | Stock-based compensation expense recognized in selling, general, and administrative, and research and development for the three and nine months ended September 30 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options $ 633,883 $ 778,922 $ 2,004,641 $ 1,841,930 Restricted stock 377,790 537,693 2,178,883 805,665 Total $ 1,011,673 $ 1,316,615 $ 4,183,524 $ 2,647,595 |
Schedule of black-scholes option pricing model to estimate the fair value of stock options | The following assumptions were used in the Black-Scholes model to calculate the fair value of stock options granted for the nine months ended September 30, 2022 for the 2010 Plan and the 2020 Plan. 2010 Plan 2020 Plan Expected life of options (in years) (1) 6.1 6.1 Dividend yield (2) 0 % 0 % Risk-free interest rate (3) 2.94 % 2.54 % Volatility (4) 57.0 % 55.8 % __________________ (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 interest rate is based on the yields on U.S. Treasury debt securities with maturities approximating the estimated life of the options. (4) Volatility is estimated by management. As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity. Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry. onte Carlo Simulation model to calculate the fair value of Class D Incentive Units granted for the nine months ended September 30, 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) The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period. (2) The risk-free interest rate is based on the yields on U.S. Treasury debt securities with maturities approximating the estimated life of the options. (3) Volatility is estimated by management. As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity. Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry. |
Schedule of stock option activity | The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to Reverse Recapitalization, for the nine months ended September 30, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,035,035 3.21 5.90 5,688,201 Granted — — — — Exercised (59,729) 2.09 — — Forfeited (44,030) 7.49 — — Expired/Cancelled (19,249) 6.68 — — Outstanding - September 30, 2022 912,027 3.16 5.59 80,968 Options Exercisable at September 30, 2022 824,446 2.54 4.51 80,968 Option Vested at September 30, 2022 823,915 2.54 4.51 80,968 The following is a summary of the stock option activity under the 2020 Plan for the nine months ended September 30, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,602,850 13.18 9.27 46,920 Granted 281,100 5.25 9.92 — Exercised — — — — Forfeited (201,388) 10.29 — — Expired/Cancelled (1,250) 8.25 — — Outstanding - September 30, 2022 1,681,312 12.10 8.67 — Options Exercisable at September 30, 2022 519,932 13.36 8.47 — Option Vested at September 30, 2022 519,932 13.38 8.47 — A summary of the status of the Company’s Class D Incentive Units as of December 31, 2021, and changes during the nine months ended September 30, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 — — Granted 250,000 13.28 Vested — — Cancelled — — Nonvested and Outstanding at September 30, 2022 250,000 13.28 |
Disclosure of share-based compensation arrangements by share-based payment award | Other Information: Nine Months Ended 2022 2021 Amount received from option exercised $ 209,280 $ 18,325 September 30, 2022 Weighted average remaining recognition period Total unrecognized options compensation costs $ 7,083,318 2.69 |
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 nine months ended September 30, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 353,817 11.00 Granted 358,113 4.61 Vested/Release (204,936) 11.19 Cancelled/Forfeited (22,456) 8.72 Nonvested and Outstanding at September 30, 2022 484,538 6.30 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax information | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Income tax expense $ — $ — $ — $ 1,000 Effective tax rate 0.0 % 0.0 % 0.0 % 0.0 % |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | 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, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss attributable to Nuvve common stockholders $ (6,720,547) $ (4,826,344) $ (17,071,274) $ (63,338,998) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 21,952,882 18,627,978 19,972,016 15,931,466 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.31) $ (0.26) $ (0.85) $ (3.98) |
Schedule of antidilutive securities excluded from the computation of earnings per share | 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options issued and outstanding 2,649,652 2,890,564 2,624,818 2,342,967 Nonvested restricted stock issued and outstanding 1,117,868 832,757 952,068 667,297 Public warrants 2,875,000 2,875,000 2,875,000 2,061,121 Private warrants 136,250 136,250 136,250 97,679 PIPE warrants 1,353,750 1,353,750 1,353,750 970,519 Stonepeak and Evolve warrants 6,000,000 6,000,000 6,000,000 3,000,000 Stonepeak and Evolve options 5,000,000 5,000,000 5,000,000 2,500,000 Institutional/Accredited Investor Pre-Funded Warrants 869,674 — 293,077 — Institutional/Accredited Investor Warrants 2,739,130 — 923,077 — Total 22,741,324 19,088,321 20,158,040 11,639,583 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease costs | Supplemental unaudited consolidated balance sheet information related to leases is as follows: Classification September 30, 2022 Operating lease assets Right-of-use operating lease assets $ 5,418,912 Finance lease assets Property, plant and equipment, net 18,187 Total lease assets $ 5,437,099 Operating lease liabilities - current Operating lease liabilities - current $ 708,441 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 5,225,555 Finance lease liabilities - current Other liabilities 6,569 Finance lease liabilities - noncurrent Other long-term liabilities 13,013 Total lease liabilities $ 5,953,578 The components of lease expense are as follows: Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Classification 2022 2021 2022 2021 Operating lease expense Selling, general and administrative $ 241,852 $ 44,952 $ 582,449 $ 136,779 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 1,413 1,536 8,804 3,073 Interest on finance lease liabilities Interest expense 553 729 1,791 1,487 Total lease expense $ 243,818 $ 47,217 $ 593,044 $ 141,339 Lease term and discount rate: September 30, 2022 September 30, 2021 Weighted-average remaining lease terms (in years): Operating lease 9.3 0 Finance lease 3.5 4.5 Weighted-average discount rate: Operating lease 7.8% 10.0% Finance lease 7.8% 10.0% Other Information: Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 111,391 $ 100,292 Operating cash flows - finance leases $ 1,791 $ 1,487 Financing cash flows - finance leases $ 7,396 $ 4,613 Leased assets obtained in exchange for new finance lease liabilities $ 18,187 $ 27,656 Leased assets obtained in exchange for new operating lease liabilities $ — $ — |
Schedule of lessee, operating lease, liability, maturity | Operating Lease Finance Lease Maturities of lease liabilities are as follows: September 30, 2022 September 30, 2022 2022 $ 135,103 $ 1,642 2023 860,418 6,569 2024 892,212 6,569 2025 893,046 6,569 2026 921,273 — Thereafter 4,745,237 1,642 Total lease payments 8,447,289 22,991 Less: interest (2,513,293) (3,409) Total lease obligations $ 5,933,996 $ 19,582 |
Schedule of Finance lease, liability, maturity | Operating Lease Finance Lease Maturities of lease liabilities are as follows: September 30, 2022 September 30, 2022 2022 $ 135,103 $ 1,642 2023 860,418 6,569 2024 892,212 6,569 2025 893,046 6,569 2026 921,273 — Thereafter 4,745,237 1,642 Total lease payments 8,447,289 22,991 Less: interest (2,513,293) (3,409) Total lease obligations $ 5,933,996 $ 19,582 |
Schedule of Sublease Income | Sublease income are as follows: Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Classification 2022 2021 2022 2021 Sublease lease income Other, net $ 64,750 $ — $ 84,875 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of milestone event | 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 |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of preferred stock | At September 30, 2022, Series B Preferred Stock consisted of the following: Shares Authorized Shares Issued and Outstanding Stated Value per Share Initial Carrying Value Accrued Preferred Dividends Liquidation Preference 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 258,672 $ 3,396,672 |
Schedule of condensed financial statements | The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheet at September 30, 2022: September 30, 2022 Balance at December 31, 2021 $ (2,501,633) Net loss attributable to non-controlling interests as of September 30, 2022 $ (459,863) Less: dividends paid to non-controlling interests as of September 30, 2022 195,912 Less: Preferred share accretion adjustment as of September 30, 2022 484,398 Non-controlling interests $ (3,641,806) |
Schedule of condensed income statement | The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s condensed consolidated statements of operations as of September 30, 2022: Three Months Ended Nine Months Ended September 30, 2022 Net loss attributable to non-controlling interests $ (168,985) $ (459,863) |
Schedule of redeemable noncontrolling interest | Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity Nine Months Ended September 30, 2022 Beginning balance - December 31, 2021 $ 2,901,899 Preferred share Accretion adjustment as of September 30, 2022 484,398 Ending balance - September 30, 2022 $ 3,386,297 |
Schedule of black-scholes option pricing model to estimate the fair value of stock options | The following assumptions were used in the Black-Scholes model to calculate the fair value of stock options granted for the nine months ended September 30, 2022 for the 2010 Plan and the 2020 Plan. 2010 Plan 2020 Plan Expected life of options (in years) (1) 6.1 6.1 Dividend yield (2) 0 % 0 % Risk-free interest rate (3) 2.94 % 2.54 % Volatility (4) 57.0 % 55.8 % __________________ (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 interest rate is based on the yields on U.S. Treasury debt securities with maturities approximating the estimated life of the options. (4) Volatility is estimated by management. As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity. Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry. onte Carlo Simulation model to calculate the fair value of Class D Incentive Units granted for the nine months ended September 30, 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) The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period. (2) The risk-free interest rate is based on the yields on U.S. Treasury debt securities with maturities approximating the estimated life of the options. (3) Volatility is estimated by management. As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity. Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry. |
Schedule of stock option activity | The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to Reverse Recapitalization, for the nine months ended September 30, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,035,035 3.21 5.90 5,688,201 Granted — — — — Exercised (59,729) 2.09 — — Forfeited (44,030) 7.49 — — Expired/Cancelled (19,249) 6.68 — — Outstanding - September 30, 2022 912,027 3.16 5.59 80,968 Options Exercisable at September 30, 2022 824,446 2.54 4.51 80,968 Option Vested at September 30, 2022 823,915 2.54 4.51 80,968 The following is a summary of the stock option activity under the 2020 Plan for the nine months ended September 30, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,602,850 13.18 9.27 46,920 Granted 281,100 5.25 9.92 — Exercised — — — — Forfeited (201,388) 10.29 — — Expired/Cancelled (1,250) 8.25 — — Outstanding - September 30, 2022 1,681,312 12.10 8.67 — Options Exercisable at September 30, 2022 519,932 13.36 8.47 — Option Vested at September 30, 2022 519,932 13.38 8.47 — A summary of the status of the Company’s Class D Incentive Units as of December 31, 2021, and changes during the nine months ended September 30, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 — — Granted 250,000 13.28 Vested — — Cancelled — — Nonvested and Outstanding at September 30, 2022 250,000 13.28 |
Organization and Description _2
Organization and Description of Business (Details) | 1 Months Ended | |
Mar. 31, 2020 employee | Sep. 30, 2022 subsidiary | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of employees who resigned | employee | 2 | |
Nuvve | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of wholly owned subsidiaries | 2 | |
Nuvve Corp. | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of wholly owned subsidiaries | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 27, 2022 | May 05, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 06, 2022 | May 17, 2021 | |||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Accumulated deficit | [1] | $ (109,328,827) | $ (109,328,827) | $ (92,937,863) | ||||||||||||||||
Operating loss | [2] | (8,602,292) | $ (7,446,676) | (28,174,226) | $ (18,860,926) | |||||||||||||||
Net loss | (6,661,465) | [2],[3] | $ (5,458,101) | $ (4,731,261) | (6,747,076) | [2],[3] | $ (53,150,934) | $ (5,361,720) | (16,850,827) | [2],[3],[4] | (65,259,730) | [2],[3],[4] | 27,200,000 | $ 4,700,000 | ||||||
Net cash used in operating activities | (28,184,088) | [4] | (23,478,507) | [4] | (29,200,000) | (3,100,000) | ||||||||||||||
Cash | [1] | 21,635,356 | 21,635,356 | 32,360,520 | ||||||||||||||||
Working capital | 31,000,000 | 31,000,000 | ||||||||||||||||||
Stockholders' equity | 29,824,970 | [1] | $ 23,453,923 | $ 23,497,663 | 34,409,691 | $ 39,889,025 | $ 57,394,610 | 29,824,970 | [1] | 34,409,691 | $ 27,012,445 | [1] | $ (880,710) | |||||||
Gross proceeds from offering | $ 14,000,000 | |||||||||||||||||||
Sale price (in Dollars per share) | $ 50 | |||||||||||||||||||
Proceeds from common stock offering, net of offering costs | [4] | 3,763,494 | 0 | |||||||||||||||||
Net proceeds from offering | $ 13,100,000 | |||||||||||||||||||
FDIC amount | 250,000 | 250,000 | ||||||||||||||||||
Financing costs | [2] | 0 | $ 2,936,794 | 0 | [4] | $ 46,754,794 | [4] | |||||||||||||
Switch EV | ||||||||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Equity method investments | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||
Levo Mobility LLC | Stonepeak | ||||||||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Stonepeak and Evolve 49% ownership | 49% | 49% | ||||||||||||||||||
Levo Mobility LLC | Variable Interest Entity | ||||||||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Cash | $ 27,879 | $ 27,879 | ||||||||||||||||||
Variable interest entity | 51% | |||||||||||||||||||
At The Market Offering | ||||||||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Gross proceeds from offering | $ 25,000,000 | |||||||||||||||||||
Sale of units (in Shares) | 792,882 | |||||||||||||||||||
Sale price (in Dollars per share) | $ 4.97 | $ 4.97 | ||||||||||||||||||
Proceeds from common stock offering, net of offering costs | $ 3,800,000 | |||||||||||||||||||
[1]Note 2.[2]Note 2[3]See Note 2.[4](1) See Note 2. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements - Condensed Consolidated Balance Sheets (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |||
Liabilities | |||||||||||
Warrants liability | [1] | $ 993,646 | $ 9,543,000 | ||||||||
Total Liabilities | [1] | 13,694,762 | 23,000,199 | ||||||||
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, 2022 and December 31, 2021; aggregate liquidation preference of $3,396,672 and $3,200,760 at September 30, 2022 and December 31, 2021, respectively | 3,386,297 | ||||||||||
Stockholders’ Equity | |||||||||||
Additional paid-in capital | [1] | 142,781,162 | 122,336,607 | ||||||||
Accumulated deficit | [1] | (109,328,827) | (92,937,863) | ||||||||
Nuvve Holding Corp. Stockholders’ Equity (Deficit) | [1] | 33,466,776 | 29,514,078 | ||||||||
Non-controlling interests | [1] | (3,641,806) | (2,501,633) | ||||||||
Total Stockholders’ Equity (Deficit) | $ 29,824,970 | [1] | $ 23,453,923 | $ 23,497,663 | $ 27,012,445 | [1] | $ 34,409,691 | $ 39,889,025 | $ 57,394,610 | $ (880,710) | |
Temporary equity, par value (in Dollars per share) | $ 0 | $ 0 | |||||||||
Temporary equity, shares authorized (in Shares) | 1,000,000 | 1,000,000 | |||||||||
Temporary equity, shares outstanding (in Shares) | 3,138 | 3,138 | |||||||||
Temporary equity, shares issued (in Shares) | 3,138 | 3,138 | |||||||||
Temporary equity, liquidation preference | $ 3,396,672 | $ 3,200,760 | |||||||||
As Previously Reported | |||||||||||
Liabilities | |||||||||||
Warrants liability | 12,000 | ||||||||||
Total Liabilities | 12,713,116 | ||||||||||
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, 2022 and December 31, 2021; aggregate liquidation preference of $3,396,672 and $3,200,760 at September 30, 2022 and December 31, 2021, respectively | 3,369,827 | ||||||||||
Stockholders’ Equity | |||||||||||
Additional paid-in capital | 150,247,403 | ||||||||||
Accumulated deficit | (115,805,023) | ||||||||||
Nuvve Holding Corp. Stockholders’ Equity (Deficit) | 34,456,821 | ||||||||||
Non-controlling interests | (3,633,735) | ||||||||||
Total Stockholders’ Equity (Deficit) | 30,823,086 | 88,950,334 | |||||||||
Adjustment | |||||||||||
Liabilities | |||||||||||
Warrants liability | 981,646 | ||||||||||
Total Liabilities | 981,646 | ||||||||||
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, 2022 and December 31, 2021; aggregate liquidation preference of $3,396,672 and $3,200,760 at September 30, 2022 and December 31, 2021, respectively | 16,470 | ||||||||||
Stockholders’ Equity | |||||||||||
Additional paid-in capital | (7,466,241) | ||||||||||
Accumulated deficit | 6,476,196 | ||||||||||
Nuvve Holding Corp. Stockholders’ Equity (Deficit) | (990,045) | ||||||||||
Non-controlling interests | (8,071) | ||||||||||
Total Stockholders’ Equity (Deficit) | $ (998,116) | $ (54,540,643) | |||||||||
[1]Note 2. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements - Condensed Consolidated Statements of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Financing costs | [1] | $ 0 | $ (2,936,794) | $ 0 | [2] | $ (46,754,794) | [2] | ||||||||
Change in fair value of warrants liability | [1] | 1,852,700 | 3,715,000 | 11,213,700 | [2] | 639,600 | [2] | ||||||||
Total other income (expense), net | [1] | 1,940,827 | 699,600 | 11,323,399 | (46,397,804) | ||||||||||
Loss before taxes | [1] | (6,661,465) | (6,747,076) | (16,850,827) | (65,258,730) | ||||||||||
Net loss | (6,661,465) | [1],[3] | $ (5,458,101) | $ (4,731,261) | (6,747,076) | [1],[3] | $ (53,150,934) | $ (5,361,720) | (16,850,827) | [1],[2],[3] | (65,259,730) | [1],[2],[3] | $ 27,200,000 | $ 4,700,000 | |
Less: Net loss attributable to non-controlling interests | [1] | (168,985) | (2,059,867) | (459,863) | (2,059,867) | ||||||||||
Net loss attributable to Nuvve Holding Corp. | [1] | (6,492,480) | (4,687,209) | (16,390,964) | (63,199,863) | ||||||||||
Net loss attributable to Nuvve common stockholders, basic | [1] | $ (6,720,547) | $ (4,826,344) | $ (17,071,274) | $ (63,338,998) | ||||||||||
Net loss per share attributable to Nuvve common stockholders, basic (in Dollars per share) | [1] | $ (0.31) | $ (0.26) | $ (0.85) | $ (3.98) | ||||||||||
Net loss per share attributable to Nuvve common stockholders, diluted (in Dollars per share) | [1] | $ (0.31) | $ (0.26) | $ (0.85) | $ (3.98) | ||||||||||
As Previously Reported | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Financing costs | $ 0 | $ 0 | $ (43,562,847) | $ 0 | |||||||||||
Change in fair value of warrants liability | 170,000 | 557,000 | 854,000 | 627,228 | |||||||||||
Total other income (expense), net | 258,127 | 478,394 | (42,599,148) | 344,618 | |||||||||||
Loss before taxes | (8,344,165) | (6,968,282) | (70,773,374) | (18,516,308) | |||||||||||
Net loss | (8,344,165) | (6,968,282) | (70,773,374) | (18,517,308) | |||||||||||
Less: Net loss attributable to non-controlling interests | (168,985) | (130,837) | (2,380,821) | (130,837) | |||||||||||
Net loss attributable to Nuvve Holding Corp. | (8,175,180) | (6,837,445) | (68,392,553) | (18,386,471) | |||||||||||
Net loss attributable to Nuvve common stockholders, basic | $ (8,403,247) | $ (6,976,580) | $ (69,072,863) | $ (18,525,606) | |||||||||||
Net loss per share attributable to Nuvve common stockholders, basic (in Dollars per share) | $ (0.38) | $ (0.37) | $ (3.46) | $ (1.16) | |||||||||||
Net loss per share attributable to Nuvve common stockholders, diluted (in Dollars per share) | $ (0.38) | $ (0.37) | $ (3.46) | $ (1.16) | |||||||||||
Adjustment | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Financing costs | $ 0 | $ (2,936,794) | $ 43,562,847 | $ (46,754,794) | |||||||||||
Change in fair value of warrants liability | 1,682,700 | 3,158,000 | 10,359,700 | 12,372 | |||||||||||
Total other income (expense), net | 1,682,700 | 221,206 | 53,922,547 | (46,742,422) | |||||||||||
Loss before taxes | 1,682,700 | 221,206 | 53,922,547 | (46,742,422) | |||||||||||
Net loss | 1,682,700 | 221,206 | 53,922,547 | (46,742,422) | |||||||||||
Less: Net loss attributable to non-controlling interests | 0 | (1,929,030) | 1,920,958 | (1,929,030) | |||||||||||
Net loss attributable to Nuvve Holding Corp. | 1,682,700 | 2,150,236 | 52,001,589 | (44,813,392) | |||||||||||
Net loss attributable to Nuvve common stockholders, basic | $ 1,682,700 | $ 2,150,236 | $ 52,001,589 | $ (44,813,392) | |||||||||||
Net loss per share attributable to Nuvve common stockholders, basic (in Dollars per share) | $ 0.07 | $ 0.11 | $ 2.61 | $ (2.82) | |||||||||||
Net loss per share attributable to Nuvve common stockholders, diluted (in Dollars per share) | $ 0.07 | $ 0.11 | $ 2.61 | $ (2.82) | |||||||||||
[1]Note 2[2](1) See Note 2.[3]See Note 2. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements - Condensed Consolidated Statements of Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss | $ (6,661,465) | [1],[2] | $ (5,458,101) | $ (4,731,261) | $ (6,747,076) | [1],[2] | $ (53,150,934) | $ (5,361,720) | $ (16,850,827) | [1],[2],[3] | $ (65,259,730) | [1],[2],[3] | $ 27,200,000 | $ 4,700,000 | |
Less: Comprehensive loss attributable to non-controlling interests | [2] | (168,985) | (2,059,867) | (459,863) | (2,059,867) | ||||||||||
Comprehensive loss attributable to Nuvve common stockholders | [2] | (6,325,712) | (4,496,895) | (15,811,951) | (62,912,946) | ||||||||||
As Previously Reported | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss | (8,344,165) | (6,968,282) | (70,773,374) | (18,517,308) | |||||||||||
Less: Comprehensive loss attributable to non-controlling interests | (168,985) | (130,837) | (2,380,821) | (130,837) | |||||||||||
Comprehensive loss attributable to Nuvve common stockholders | (8,008,412) | (6,647,131) | (67,813,540) | (18,099,554) | |||||||||||
Adjustment | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss | 1,682,700 | 221,206 | 53,922,547 | (46,742,422) | |||||||||||
Less: Comprehensive loss attributable to non-controlling interests | 0 | (1,929,030) | 1,920,958 | (1,929,030) | |||||||||||
Comprehensive loss attributable to Nuvve common stockholders | $ 1,682,700 | $ 2,150,236 | $ 52,001,589 | $ (44,813,392) | |||||||||||
[1]Note 2[2]See Note 2.[3](1) See Note 2. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements - Condensed Consolidated Statements of Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Issuance of warranties to Stonepeak and Evolve | $ 0 | $ 22,256,628 | |||||||||||||
Proceeds from Direct Offering | $ 10,405,471 | ||||||||||||||
Net loss | (6,661,465) | [1],[2] | $ (5,458,101) | $ (4,731,261) | (6,747,076) | [1],[2] | (53,150,934) | $ (5,361,720) | $ (16,850,827) | [1],[2],[3] | $ (65,259,730) | [1],[2],[3] | $ 27,200,000 | $ 4,700,000 | |
Balance, ending | 29,824,970 | [4] | 23,453,923 | 23,497,663 | 34,409,691 | 39,889,025 | 57,394,610 | 29,824,970 | [4] | 34,409,691 | 27,012,445 | [4] | (880,710) | ||
Additional Paid-in Capital | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Issuance of warranties to Stonepeak and Evolve | 22,256,628 | ||||||||||||||
Proceeds from Direct Offering | 10,405,256 | ||||||||||||||
Balance, ending | 142,781,162 | $ 129,459,590 | $ 123,792,248 | 120,194,573 | $ 118,838,877 | $ 83,173,369 | 142,781,162 | 120,194,573 | $ 122,336,607 | $ 19,650,659 | |||||
As Previously Reported | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Issuance of warranties to Stonepeak and Evolve | (179,151) | ||||||||||||||
Net loss | (8,344,165) | (6,968,282) | (70,773,374) | (18,517,308) | |||||||||||
Balance, ending | 30,823,086 | 88,950,334 | 30,823,086 | 88,950,334 | |||||||||||
As Previously Reported | Additional Paid-in Capital | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Proceeds from Direct Offering | 13,069,600 | ||||||||||||||
Adjustment | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Issuance of warranties to Stonepeak and Evolve | 179,151 | ||||||||||||||
Net loss | 1,682,700 | 221,206 | 53,922,547 | (46,742,422) | |||||||||||
Balance, ending | (998,116) | $ (54,540,643) | $ (998,116) | $ (54,540,643) | |||||||||||
Adjustment | Additional Paid-in Capital | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Proceeds from Direct Offering | $ (2,664,344) | ||||||||||||||
[1]Note 2[2]See Note 2.[3](1) See Note 2.[4]Note 2. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements - Condensed Consolidated Statements of Cash Flows (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Operating activities | |||||||||||||||
Net loss | $ (6,661,465) | [1],[2] | $ (5,458,101) | $ (4,731,261) | $ (6,747,076) | [1],[2] | $ (53,150,934) | $ (5,361,720) | $ (16,850,827) | [1],[2],[3] | $ (65,259,730) | [1],[2],[3] | $ 27,200,000 | $ 4,700,000 | |
Adjustments to reconcile to net loss to net cash used in operating activities | |||||||||||||||
Financing costs | 0 | 46,754,794 | |||||||||||||
Change in fair value of warrants liability | [1] | (1,852,700) | (3,715,000) | (11,213,700) | [3] | (639,600) | [3] | ||||||||
As Previously Reported | |||||||||||||||
Operating activities | |||||||||||||||
Net loss | (8,344,165) | (6,968,282) | (70,773,374) | (18,517,308) | |||||||||||
Adjustments to reconcile to net loss to net cash used in operating activities | |||||||||||||||
Financing costs | 43,562,847 | 0 | |||||||||||||
Change in fair value of warrants liability | (170,000) | (557,000) | (854,000) | (627,228) | |||||||||||
Adjustment | |||||||||||||||
Operating activities | |||||||||||||||
Net loss | 1,682,700 | 221,206 | 53,922,547 | (46,742,422) | |||||||||||
Adjustments to reconcile to net loss to net cash used in operating activities | |||||||||||||||
Financing costs | (43,562,847) | 46,754,794 | |||||||||||||
Change in fair value of warrants liability | $ (1,682,700) | $ (3,158,000) | $ (10,359,700) | $ (12,372) | |||||||||||
[1]Note 2[2]See Note 2.[3](1) See Note 2. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Assets and liabilities of consolidated VIEs (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Assets | |||
Cash | [1] | $ 21,635,356 | $ 32,360,520 |
Accounts receivable, net | [1] | 1,063,903 | 1,886,708 |
Prepaid expenses and other current assets | [1] | 2,947,014 | 1,036,645 |
Total Assets | [1] | 47,199,194 | 52,914,543 |
Liabilities | |||
Accounts payable | [1] | 1,664,685 | 5,738,873 |
Accrued expenses | [1] | 3,436,815 | 2,874,018 |
Deferred revenue | [1] | 1,014,152 | 719,771 |
Derivative liability - non-controlling redeemable preferred shares | [1] | 531,257 | 511,948 |
Total Liabilities | [1] | 13,694,762 | $ 23,000,199 |
Variable Interest Entity | Levo Mobility LLC | |||
Assets | |||
Cash | 27,879 | ||
Accounts receivable, net | 74,480 | ||
Prepaid expenses and other current assets | 8,763 | ||
Total Assets | 111,122 | ||
Liabilities | |||
Accounts payable | 6,000 | ||
Accrued expenses | 263,518 | ||
Deferred revenue | 74,480 | ||
Derivative liability - non-controlling redeemable preferred shares | 531,257 | ||
Total Liabilities | $ 875,255 | ||
[1]Note 2. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue Benchmark | Customer 3 | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 62.40% | 43.50% | 62.40% | 43.50% | |
Revenue Benchmark | Customer 2 | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 51.10% | 74.40% | 51.10% | 74.40% | |
Revenue Benchmark | Top 5 Customers | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 81.90% | 79.70% | 63.70% | 59.40% | |
Accounts Receivable | Customer 2 | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 53.60% | 32.20% | |||
Accounts Receivable | Top 5 Customers | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 61.50% | 56% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of information regarding disaggregated revenue based on revenue by service (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Deferred Revenue Arrangement [Line Items] | |||||
Total revenue | [1] | $ 553,687 | $ 1,163,004 | $ 4,226,447 | $ 2,943,366 |
Services | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Total revenue | 207,634 | 216,071 | 475,806 | 746,682 | |
Grants | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Total revenue | [1] | 65,869 | 480,104 | 416,816 | 1,182,047 |
Products | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Total revenue | $ 280,184 | $ 466,829 | $ 3,333,825 | $ 1,014,637 | |
[1]Note 2 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of aggregate amount of revenue for the Company’s existing contracts with customers (Details) | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,014,152 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 46,913 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 967,239 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of segment reporting (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 553,687 | $ 1,163,004 | $ 4,226,447 | $ 2,943,366 | |
Long-lived assets | 1,967,756 | 1,967,756 | $ 1,837,271 | ||
United States | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 434,544 | 825,868 | 3,788,521 | 2,230,495 | |
Long-lived assets | 1,882,909 | 1,882,909 | 1,811,607 | ||
United Kingdom | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 23,231 | 114,157 | 160,616 | 369,146 | |
Denmark | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 95,912 | $ 222,979 | 277,310 | $ 343,725 | |
Long-lived assets | $ 84,847 | $ 84,847 | $ 25,664 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of liabilities measured at fair value on the condensed consolidated balance sheet (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Recurring fair value measurements | ||||
Total recurring fair value measurements | $ 1,524,903 | $ 9,100,785 | $ 1,524,903 | $ 9,100,785 |
Recurring fair value measurements, gain (loss) during period | 1,812,455 | 3,702,821 | 11,194,391 | 627,421 |
Derivative liability - non-controlling redeemable preferred shares | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 531,257 | 509,785 | 531,257 | 509,785 |
Recurring fair value measurements, gain (loss) during period | (40,245) | (12,179) | (19,309) | (12,179) |
Warrants liability | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 12,000 | 626,000 | 12,000 | 626,000 |
Recurring fair value measurements, gain (loss) during period | 170,000 | 557,000 | 854,000 | 627,228 |
Stonepeak and Evolve unvested warrants | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 7,965,000 | 0 | 7,965,000 |
Recurring fair value measurements, gain (loss) during period | 0 | 3,158,000 | 8,677,000 | 12,372 |
Institutional/Accredited Investor warrants | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 981,646 | 981,646 | ||
Recurring fair value measurements, gain (loss) during period | 1,682,700 | 1,682,700 | ||
Level 1: Quoted Prices in Active Markets for Identical Assets | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | 0 | 0 |
Level 1: Quoted Prices in Active Markets for Identical Assets | Derivative liability - non-controlling redeemable preferred shares | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | 0 | 0 |
Level 1: Quoted Prices in Active Markets for Identical Assets | Warrants liability | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | 0 | 0 |
Level 1: Quoted Prices in Active Markets for Identical Assets | Stonepeak and Evolve unvested warrants | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | 0 | 0 |
Level 1: Quoted Prices in Active Markets for Identical Assets | Institutional/Accredited Investor warrants | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | ||
Level 2: Significant Other Observable Inputs | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | 0 | 0 |
Level 2: Significant Other Observable Inputs | Derivative liability - non-controlling redeemable preferred shares | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | 0 | 0 |
Level 2: Significant Other Observable Inputs | Warrants liability | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | 0 | 0 |
Level 2: Significant Other Observable Inputs | Stonepeak and Evolve unvested warrants | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | 0 | 0 |
Level 2: Significant Other Observable Inputs | Institutional/Accredited Investor warrants | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | 0 | ||
Level 3: Significant Unobservable Inputs | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 1,524,903 | 9,100,785 | 1,524,903 | 9,100,785 |
Level 3: Significant Unobservable Inputs | Derivative liability - non-controlling redeemable preferred shares | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 531,257 | 509,785 | 531,257 | 509,785 |
Level 3: Significant Unobservable Inputs | Warrants liability | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 12,000 | 626,000 | 12,000 | 626,000 |
Level 3: Significant Unobservable Inputs | Stonepeak and Evolve unvested warrants | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | 0 | $ 7,965,000 | 0 | $ 7,965,000 |
Level 3: Significant Unobservable Inputs | Institutional/Accredited Investor warrants | ||||
Recurring fair value measurements | ||||
Total recurring fair value measurements | $ 981,646 | $ 981,646 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of fair value on a recurring basis (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Derivative liability - non-controlling redeemable preferred shares | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance | $ 491,012 | $ 458,476 | $ 511,948 |
Total (gains) losses for period included in earnings | 40,245 | 32,536 | (53,472) |
Initial fair value | 0 | ||
Balance | 531,257 | 491,012 | 458,476 |
Warrants liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance | 182,000 | 433,000 | 866,000 |
Total (gains) losses for period included in earnings | (170,000) | (251,000) | (433,000) |
Initial fair value | 0 | ||
Balance | 12,000 | 182,000 | 433,000 |
Stonepeak and Evolve warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance | 0 | 4,334,000 | 8,677,000 |
Total (gains) losses for period included in earnings | 0 | (4,334,000) | (4,343,000) |
Initial fair value | 0 | ||
Balance | 0 | 0 | 4,334,000 |
Institutional/Accredited Investor warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance | 0 | 0 | 0 |
Total (gains) losses for period included in earnings | (1,682,700) | 0 | 0 |
Initial fair value | 2,664,346 | ||
Balance | $ 981,646 | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Sep. 30, 2022 $ / shares | Sep. 30, 2021 $ / shares | May 17, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, term | 10 years | ||
Private Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.50 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivatives, term | 1 year 10 months 2 days | 3 years | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivatives, term | 7 years | 7 years | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, measurement input | 0.040 | 0.010 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, measurement input | 0.590 | 0.510 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Probability Of Redemption Trigger | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, measurement input | 0.750 | 0.650 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, term | 3 years 5 months 19 days | 4 years 6 months | |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.042 | 0.0090 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.650 | 0.540 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, term | 5 years 3 months 18 days | ||
Exercise price (in Dollars per share) | $ 1.40 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor warrants | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.0405 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor warrants | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.600 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Techniques (Details) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) $ / shares | May 17, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 1,524,903 | $ 9,100,785 | |
Warrants outstanding, term | 10 years | ||
Series C Unvested Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ / shares | $ 15 | ||
Series D Unvested Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ / shares | 20 | ||
Series E Unvested Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ / shares | 30 | ||
Series F Unvested Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ / shares | $ 40 | ||
Level 3: Significant Unobservable Inputs | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 1,524,903 | 9,100,785 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series C Unvested Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 0 | $ 2,700,000 | |
Warrants outstanding, term | 8 years 7 months 6 days | 9 years 7 months 6 days | |
Exercise price (in Dollars per share) | $ / shares | $ 15 | $ 15 | |
Capital expenditure forecast (in millions) | $ 0 | $ 125,000,000 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series C Unvested Warrants | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.039 | 0.015 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series C Unvested Warrants | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.550 | 0.540 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series C Unvested Warrants | Measurement input, probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | 0.989 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series D Unvested Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 0 | $ 2,300,000 | |
Warrants outstanding, term | 8 years 7 months 6 days | 9 years 7 months 6 days | |
Exercise price (in Dollars per share) | $ / shares | $ 20 | $ 20 | |
Capital expenditure forecast (in millions) | $ 0 | $ 250,000,000 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series D Unvested Warrants | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.039 | 0.015 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series D Unvested Warrants | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.550 | 0.540 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series D Unvested Warrants | Measurement input, probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | 0.928 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series E Unvested Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 0 | $ 1,700,000 | |
Warrants outstanding, term | 8 years 7 months 6 days | 9 years 7 months 6 days | |
Exercise price (in Dollars per share) | $ / shares | $ 30 | $ 30 | |
Capital expenditure forecast (in millions) | $ 0 | $ 375,000,000 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series E Unvested Warrants | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.039 | 0.015 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series E Unvested Warrants | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.550 | 0.540 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series E Unvested Warrants | Measurement input, probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | 0.843 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series F Unvested Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 0 | $ 1,300,000 | |
Warrants outstanding, term | 8 years 7 months 6 days | 9 years 7 months 6 days | |
Exercise price (in Dollars per share) | $ / shares | $ 40 | $ 40 | |
Capital expenditure forecast (in millions) | $ 0 | $ 500,000,000 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series F Unvested Warrants | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.039 | 0.015 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series F Unvested Warrants | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.550 | 0.540 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series F Unvested Warrants | Measurement input, probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | 0.761 |
Derivative Liability - Non-Co_3
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Embedded Derivative [Line Items] | |||
Derivative liability - non-controlling redeemable preferred shares | [1] | $ 531,257 | $ 511,948 |
Other Long-term Liabilities | |||
Embedded Derivative [Line Items] | |||
Derivative liability - non-controlling redeemable preferred shares | $ 531,257 | $ 511,948 | |
[1]Note 2. |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 06, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Consulting services (in Dollars) | $ 0 | $ 0 | $ 0 | $ 0 | |
Dreev | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Company's equity ownership | 13% | 13% | |||
Switch EV | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Company's equity ownership | 5% | ||||
Equity method investments | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Account Receivables, Net (Detai
Account Receivables, Net (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Less: allowance for doubtful accounts | $ (33,146) | $ (63,188) | |
Accounts receivable, net | [1] | 1,063,903 | 1,886,708 |
Allowance for doubtful accounts: | |||
Balance December 31, 2021 | (63,188) | ||
Provision | 0 | ||
Write-off | 30,042 | ||
Recoveries | 0 | ||
Balance September 30, 2022 | (33,146) | ||
Trade Accounts Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade receivables | $ 1,097,049 | $ 1,949,896 | |
[1]Note 2. |
Inventories (Details)
Inventories (Details) | 9 Months Ended | ||
Sep. 30, 2022 USD ($) bus | Mar. 31, 2022 bus | Dec. 31, 2021 USD ($) | |
Inventory [Line Items] | |||
Inventory, gross | $ 11,767,996 | $ 11,118,188 | |
Number of school buses delivered to company | bus | 10 | ||
Number of years for buses to be delivered | 1 year | ||
Number of school buses were sold | bus | 5 | ||
DC Chargers | |||
Inventory [Line Items] | |||
Inventory, gross | $ 9,651,152 | 7,687,598 | |
AC Chargers | |||
Inventory [Line Items] | |||
Inventory, gross | 172,654 | 232,920 | |
Vehicles - School Buses | |||
Inventory [Line Items] | |||
Inventory, gross | 1,620,000 | 3,180,000 | |
Others | |||
Inventory [Line Items] | |||
Inventory, gross | $ 324,190 | $ 17,670 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 791,365 | $ 442,182 | ||
Less: Accumulated Depreciation | (200,108) | (85,988) | ||
Property and equipment, net | [1] | 591,257 | 356,194 | |
Depreciation expense | 108,277 | $ 17,786 | ||
Computers & Servers | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 129,004 | 105,499 | ||
Vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 187,812 | 168,862 | ||
Office furniture and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 326,613 | 161,771 | ||
Others | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 147,936 | $ 6,050 | ||
[1]Note 2. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Gross intangible asset | $ 2,091,556 | $ 2,091,556 | $ 2,091,556 | ||
Amortization expense of intangible assets | 34,860 | $ 34,860 | 104,578 | $ 104,578 | |
Finite-lived intangible assets, accumulated amortization | 715,058 | 715,058 | $ 610,480 | ||
Finite-lived intangible assets, net | $ 1,376,499 | $ 1,376,499 | |||
Acquire finite-lived intangible assets, weighted average useful life | 10 years 2 months 12 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of estimated future amortization expense amortizable intangible assets (Details) | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (remaining three months) | $ 34,859 |
2023 | 139,437 |
2024 | 139,437 |
2025 | 139,437 |
2026 | 139,437 |
Thereafter | 783,892 |
Total estimated future amortization expense | $ 1,376,499 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 3 Months Ended | 9 Months Ended | |||||||||||||
Jul. 27, 2022 USD ($) $ / shares shares | May 05, 2022 USD ($) | Apr. 25, 2022 USD ($) | Nov. 11, 2020 USD ($) $ / shares shares | Nov. 11, 2020 $ / shares shares | Feb. 19, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) class_of_stock $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) class_of_stock $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares shares | May 17, 2021 USD ($) $ / shares shares | ||||
Stockholders' Equity [Line Items] | |||||||||||||||
Number of classes of stock | class_of_stock | 2 | 2 | |||||||||||||
Authorized capital stock (in Shares) | shares | 101,000,000 | ||||||||||||||
Common stock, shares authorized (in Shares) | shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares authorized (in Shares) | shares | 1,000,000 | 1,000,000 | |||||||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Gross proceeds from offering | $ 14,000,000 | ||||||||||||||
Agent fee percentage | 6% | ||||||||||||||
Sale price (in Dollars per share) | $ / shares | $ 50 | ||||||||||||||
Proceeds from common stock offering, net of offering costs | [1] | $ 3,763,494 | $ 0 | ||||||||||||
Warrants outstanding, term | 10 years | ||||||||||||||
Financing costs | [2] | $ 0 | $ 2,936,794 | 0 | [1] | 46,754,794 | [1] | ||||||||
Total recurring fair value measurements | 1,524,903 | 9,100,785 | 1,524,903 | 9,100,785 | |||||||||||
Recurring fair value measurements, gain (loss) during period | $ 1,812,455 | 3,702,821 | $ 11,194,391 | 627,421 | |||||||||||
Purchase agreement, authorized amount | $ 250,000,000 | ||||||||||||||
Grant date fair value of securities purchase agreement | $ 12,600,000 | ||||||||||||||
Stonepeak | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Percent of warrants issued | 90% | ||||||||||||||
Evolve | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Percent of warrants issued | 10% | ||||||||||||||
Unit Purchase Option | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Shares issued (in Dollars per share) | $ / shares | $ 100 | ||||||||||||||
Exercisable units (in shares) | shares | 316,250 | ||||||||||||||
Options exercisable (in Dollars per share) | $ / shares | $ 11.50 | ||||||||||||||
Aggregate exercise price | $ 3,636,875 | ||||||||||||||
Number of shares included in a unit (in shares) | shares | 1.1 | ||||||||||||||
Unit Purchase Option | Minimum | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Right to registration, period | 5 years | ||||||||||||||
Unit Purchase Option | Maximum | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Right to registration, period | 7 years | ||||||||||||||
Investor | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Common stock shares purchase (in Shares) | shares | 1,425,000 | ||||||||||||||
Purchase price per share value (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||
PIPE | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Sale of units (in Shares) | shares | 1.9 | ||||||||||||||
Sale price (in Dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||||||||
Aggregate purchase price of common stock (in Dollars) | $ 14,250,000 | ||||||||||||||
Stonepeak/Evolve Warrants - series B | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Warrants outstanding, grant date fair value | $ 12,800,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||
Stonepeak/Evolve Warrants - series C | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Warrants outstanding, grant date fair value | 5,600,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | 15 | 15 | |||||||||||||
Stonepeak/Evolve Warrants - series D | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Warrants outstanding, grant date fair value | 4,800,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | 20 | 20 | |||||||||||||
Stonepeak/Evolve Warrants - series E | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Warrants outstanding, grant date fair value | 3,800,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | 30 | 30 | |||||||||||||
Stonepeak/Evolve Warrants - series F | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Warrants outstanding, grant date fair value | $ 3,200,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | 40 | $ 40 | |||||||||||||
Warrants | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Sale of units (in Shares) | shares | 5,750,000 | ||||||||||||||
Number of securities called by warrants (in shares) | shares | 4,000,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 3.75 | ||||||||||||||
Stonepeak Warrants | Securities Purchase Agreement | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Percent of warrants issued | 90% | ||||||||||||||
Evolve Warrants | Securities Purchase Agreement | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Percent of warrants issued | 10% | ||||||||||||||
Prefunded Warrant | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||
Number of securities called by warrants (in shares) | shares | 1,850,000 | ||||||||||||||
Class of warrant or right, number of securities called by each warrant | shares | 1 | ||||||||||||||
Stonepeak/Evolve Warrants - series B | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Number of securities called by warrants (in shares) | shares | 2,000,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Stonepeak/Evolve Warrants - series C | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Number of securities called by warrants (in shares) | shares | 1,000,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 15 | ||||||||||||||
Percent of warrants vested upon issuance | 50% | ||||||||||||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||||||||||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ 125,000,000 | ||||||||||||||
Stonepeak/Evolve Warrants - series D | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Number of securities called by warrants (in shares) | shares | 1,000,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 20 | ||||||||||||||
Percent of warrants vested upon issuance | 50% | ||||||||||||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||||||||||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ 250,000,000 | ||||||||||||||
Stonepeak/Evolve Warrants - series E | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Number of securities called by warrants (in shares) | shares | 1,000,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 30 | ||||||||||||||
Percent of warrants vested upon issuance | 50% | ||||||||||||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||||||||||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ 375,000,000 | ||||||||||||||
Stonepeak/Evolve Warrants - series F | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Number of securities called by warrants (in shares) | shares | 1,000,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 40 | ||||||||||||||
Percent of warrants vested upon issuance | 50% | ||||||||||||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||||||||||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ 500,000,000 | ||||||||||||||
Shelf Registration | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Gross proceeds from offering | $ 100,000,000 | ||||||||||||||
At The Market Offering | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Gross proceeds from offering | $ 25,000,000 | ||||||||||||||
Agent fee percentage | 3% | ||||||||||||||
Sale of units (in Shares) | shares | 792,882 | ||||||||||||||
Sale price (in Dollars per share) | $ / shares | $ 4.97 | $ 4.97 | |||||||||||||
Proceeds from common stock offering, net of offering costs | $ 3,800,000 | ||||||||||||||
IPO | Newborn | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Number of warrants per unit (in Shares) | shares | 1 | ||||||||||||||
Percent of one share of common stock | 50% | ||||||||||||||
Class of warrant or right, number of securities called by each warrant | shares | 1 | ||||||||||||||
Private Placement | Newborn | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Number of warrants per unit (in Shares) | shares | 1 | ||||||||||||||
Private Placement | Warrants | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Aggregate share purchase (in Shares) | shares | 272,500 | ||||||||||||||
Private Warrants | |||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||
Total recurring fair value measurements | $ 12,000 | 626,000 | 12,000 | 626,000 | |||||||||||
Recurring fair value measurements, gain (loss) during period | $ 170,000 | $ 557,000 | $ 854,000 | $ 627,228 | |||||||||||
[1](1) See Note 2.[2]Note 2 |
Stockholders_ Equity - Securiti
Stockholders’ Equity - Securities Purchase Agreement, Pre-Funded Warrants and Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |||
Jul. 27, 2022 | Feb. 19, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Per unit price (in Dollars per share) | $ 3.50 | |||
Gross proceeds from offering | $ 14 | |||
Net proceeds from offering | $ 13.1 | |||
Agent fee percentage | 6% | |||
Common Stock | ||||
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | ||||
Sale of units (in Shares) | 2,150,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | |||
Prefunded Warrant | ||||
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||
Number of securities called by warrants (in shares) | 1,850,000 | |||
Per unit price (in Dollars per share) | $ 3.4999 | |||
Class of warrant or right, number of securities called by each warrant | 1 | |||
Warrants or rights exercisable term | 5 years | |||
Warrants | ||||
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | ||||
Sale of units (in Shares) | 5,750,000 | |||
Number of securities called by warrants (in shares) | 4,000,000 | |||
Exercise price (in Dollars per share) | $ 3.75 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of common stock issuable upon exercise of warrants outstanding (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 16,215,000 |
Number of Warrants Exercisable (in shares) | 13,635,000 |
Public Warrants | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 2,875,000 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 2,875,000 |
Exercise price (in Dollars per share) | $ / shares | $ 11.50 |
Private Warrants | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 136,250 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 136,250 |
Exercise price (in Dollars per share) | $ / shares | $ 11.50 |
PIPE Warrants | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,353,750 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 1,353,750 |
Exercise price (in Dollars per share) | $ / shares | $ 11.50 |
Stonepeak/Evolve Warrants - series B | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 2,000,000 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 2,000,000 |
Exercise price (in Dollars per share) | $ / shares | $ 10 |
Stonepeak/Evolve Warrants - series C | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,000,000 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 500,000 |
Exercise price (in Dollars per share) | $ / shares | $ 15 |
Stonepeak/Evolve Warrants - series D | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,000,000 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 500,000 |
Exercise price (in Dollars per share) | $ / shares | $ 20 |
Stonepeak/Evolve Warrants - series E | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,000,000 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 500,000 |
Exercise price (in Dollars per share) | $ / shares | $ 30 |
Stonepeak/Evolve Warrants - series F | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,000,000 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 500,000 |
Exercise price (in Dollars per share) | $ / shares | $ 40 |
Institutional/Accredited Investor Pre-Funded Warrants | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,850,000 |
Number of Warrants Exercised (in shares) | 580,000 |
Number of Warrants Exercisable (in shares) | 1,270,000 |
Exercise price (in Dollars per share) | $ / shares | $ 0.0001 |
Institutional/Accredited Investor Warrants | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 4,000,000 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 4,000,000 |
Exercise price (in Dollars per share) | $ / shares | $ 3.75 |
Stock Option Plan - Narrative (
Stock Option Plan - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based option modified (in Shares) | 1,640,000 | ||||
Increase decrease exercise price (in Dollars per share) | $ 0.60 | ||||
Incremental compensation cost (in Dollars) | $ 246,000 | ||||
Unrecognized compensation costs, period of recognition | 2 years 8 months 8 days | ||||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional compensation expense | $ 16,791 | $ 20,758 | $ 55,307 | $ 42,486 | |
Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost related to nonvested restricted stock | $ 2,321,733 | $ 2,321,733 | |||
Unrecognized compensation costs, period of recognition | 1 year 3 months 18 days | ||||
2020 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate of common shares (in Shares) | 3,300,000 | 3,300,000 | |||
Option contractual life | 10 years | ||||
Issuance of common stock available for future (in Shares) | 853,061 | 853,061 | |||
Weighted average grant date fair value of options granted during period (in Dollars per share) | $ 2.82 | ||||
2020 Plan | Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Option vesting period | 4 years | ||||
2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value of options granted during period (in Dollars per share) | $ 0 |
Stock Option Plan - Schedule of
Stock Option Plan - Schedule of stock-based compensation expense for stock options (Details) - Selling, general and administrative - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 633,883 | $ 778,922 | $ 2,004,641 | $ 1,841,930 |
Restricted stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 377,790 | 537,693 | 2,178,883 | 805,665 |
Options and Restricted Stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 1,011,673 | $ 1,316,615 | $ 4,183,524 | $ 2,647,595 |
Stock Option Plan - Schedule _2
Stock Option Plan - Schedule of black-scholes option pricing model to estimate the fair value of stock options (Details) | 9 Months Ended |
Sep. 30, 2022 | |
2010 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of options (in years) | 6 years 1 month 6 days |
Dividend yield | 0% |
Risk-free interest rate | 2.94% |
Volatility | 57% |
2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of options (in years) | 6 years 1 month 6 days |
Dividend yield | 0% |
Risk-free interest rate | 2.54% |
Volatility | 55.80% |
Stock Option Plan - Schedule _3
Stock Option Plan - Schedule of stock option activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
2010 Plan | ||
Shares | ||
Beginning balance (in Shares) | 1,035,035 | |
Granted, (in Shares) | 0 | |
Exercised (in Shares) | (59,729) | |
Forfeited (in Shares) | (44,030) | |
Expired/Cancelled (in Shares) | (19,249) | |
Ending balance (in Shares) | 912,027 | 1,035,035 |
Options exercisable (in Shares) | 824,446 | |
Options vested (in Shares) | 823,915 | |
Weighted- Average Exercise Price per Share($) | ||
Beginning balance (in Dollars per share) | $ 3.21 | |
Granted (in Dollars per share) | 0 | |
Exercised (in Dollars per share) | 2.09 | |
Forfeited (in Dollars per share) | 7.49 | |
Expired/Cancelled (in Dollars per share) | 6.68 | |
Ending balance (in Dollars per share) | 3.16 | $ 3.21 |
Options exercisable (in Dollars per share) | 2.54 | |
Options vested (in Dollars per share) | $ 2.54 | |
Weighted- Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term | 5 years 7 months 2 days | 5 years 10 months 24 days |
Options exercisable, weighted average remaining contractual term | 4 years 6 months 3 days | |
Options vested, weighted average remaining contractual term | 4 years 6 months 3 days | |
Aggregate Intrinsic Value($) | ||
Outstanding | $ 80,968 | $ 5,688,201 |
Exercisable | 80,968 | |
Vested | $ 80,968 | |
2020 Plan | ||
Shares | ||
Beginning balance (in Shares) | 1,602,850 | |
Granted, (in Shares) | 281,100 | |
Exercised (in Shares) | 0 | |
Forfeited (in Shares) | (201,388) | |
Expired/Cancelled (in Shares) | (1,250) | |
Ending balance (in Shares) | 1,681,312 | 1,602,850 |
Options exercisable (in Shares) | 519,932 | |
Options vested (in Shares) | 519,932 | |
Weighted- Average Exercise Price per Share($) | ||
Beginning balance (in Dollars per share) | $ 13.18 | |
Granted (in Dollars per share) | 5.25 | |
Exercised (in Dollars per share) | 0 | |
Forfeited (in Dollars per share) | 10.29 | |
Expired/Cancelled (in Dollars per share) | 8.25 | |
Ending balance (in Dollars per share) | 12.10 | $ 13.18 |
Options exercisable (in Dollars per share) | 13.36 | |
Options vested (in Dollars per share) | $ 13.38 | |
Weighted- Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term | 8 years 8 months 1 day | 9 years 3 months 7 days |
Granted, weighted average remaining contractual term | 9 years 11 months 1 day | |
Options exercisable, weighted average remaining contractual term | 8 years 5 months 19 days | |
Options vested, weighted average remaining contractual term | 8 years 5 months 19 days | |
Aggregate Intrinsic Value($) | ||
Outstanding | $ 0 | $ 46,920 |
Exercisable | 0 | |
Vested | $ 0 |
Stock Option Plan - Schedule _4
Stock Option Plan - Schedule of other share based compensation information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Share-Based Payment Arrangement [Abstract] | |||
Amount received from option exercised | [1] | $ 209,280 | $ 18,325 |
Total unrecognized options compensation costs | $ 7,083,318 | ||
Unrecognized compensation costs, period of recognition | 2 years 8 months 8 days | ||
[1](1) See Note 2. |
Stock Option Plan - Schedule _5
Stock Option Plan - Schedule of nonvested restricted stock units (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in Shares) | shares | 353,817 |
Granted (in Shares) | shares | 358,113 |
Vested/Release (in Shares) | shares | (204,936) |
Cancelled/Forfeited (in Shares) | shares | (22,456) |
Ending balance (in Shares) | shares | 484,538 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in Dollars per share) | $ / shares | $ 11 |
Granted (in Dollars per share) | $ / shares | 4.61 |
Vested/Release (in Dollars per share) | $ / shares | 11.19 |
Cancelled/Forfeited (in Dollars per share) | $ / shares | 8.72 |
Ending balance (in Dollars per share) | $ / shares | $ 6.30 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Tax Disclosure [Abstract] | |||||
Income tax expense | [1] | $ 0 | $ 0 | $ 0 | $ 1,000 |
Effective tax rate | 0% | 0% | 0% | 0% | |
[1]Note 2 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Earnings Per Share [Abstract] | |||||
Net loss attributable to Nuvve common stockholders, basic | [1] | $ (6,720,547) | $ (4,826,344) | $ (17,071,274) | $ (63,338,998) |
Net loss attributable to Nuvve common stockholders, diluted | $ (6,720,547) | $ (4,826,344) | $ (17,071,274) | $ (63,338,998) | |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Shares) | [1] | 21,952,882 | 18,627,978 | 19,972,016 | 15,931,466 |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Shares) | [1] | 21,952,882 | 18,627,978 | 19,972,016 | 15,931,466 |
Net Loss per share attributable to Nuvve common stockholders, basic (in Dollars per share) | [1] | $ (0.31) | $ (0.26) | $ (0.85) | $ (3.98) |
Net Loss per share attributable to Nuvve common stockholders, diluted (in Dollars per share) | [1] | $ (0.31) | $ (0.26) | $ (0.85) | $ (3.98) |
[1]Note 2 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Diluted Net Loss Attributable to Nuvve common stockholders (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 22,741,324 | 19,088,321 | 20,158,040 | 11,639,583 |
Stock options issued and outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 2,649,652 | 2,890,564 | 2,624,818 | 2,342,967 |
Nonvested restricted stock issued and outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 1,117,868 | 832,757 | 952,068 | 667,297 |
Public warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 2,875,000 | 2,875,000 | 2,875,000 | 2,061,121 |
Warrants liability | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 136,250 | 136,250 | 136,250 | 97,679 |
PIPE warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 1,353,750 | 1,353,750 | 1,353,750 | 970,519 |
Stonepeak and Evolve warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 6,000,000 | 6,000,000 | 6,000,000 | 3,000,000 |
Stonepeak and Evolve options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 5,000,000 | 5,000,000 | 5,000,000 | 2,500,000 |
Institutional/Accredited Investor Pre-Funded Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 869,674 | 0 | 293,077 | 0 |
Institutional/Accredited Investor Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 2,739,130 | 0 | 923,077 | 0 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Jul. 27, 2022 | Jun. 30, 2022 | Apr. 23, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 17, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Revenue from related parties | $ 0 | $ 0 | $ 28,000 | $ 399,620 | |||||
Accounts receivable, related parties | $ 0 | $ 0 | $ 0 | ||||||
Sale price (in Dollars per share) | $ 50 | ||||||||
Gross proceeds from offering | $ 14,000,000 | ||||||||
Chief Executive Officer And Chief Operating Officer | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of units (in Shares) | 134,499 | 134,499 | |||||||
Sale price (in Dollars per share) | $ 14.87 | $ 14.87 | |||||||
Gross proceeds from offering | $ 2,000,000 | $ 2,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 1 Months Ended | ||
Jul. 31, 2022 USD ($) ft² | Apr. 15, 2022 | Nov. 03, 2021 ft² | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, rental abatement period | 2 months | ||
Main Office Lease | |||
Lessee, Lease, Description [Line Items] | |||
Net rentable area | 4,811 | ||
Operating lease, fixed percent increase in rental payment | 3% | ||
Warehouse Space | |||
Lessee, Lease, Description [Line Items] | |||
Net rentable area | 10,000 | ||
Lease term (in years) | 36 months | ||
Operating lease expense | $ | $ 5,625 | ||
Operating lease, renewal term (in years) | 36 months |
Leases - Lease cost (Details)
Leases - Lease cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Lessee, Lease, Description [Line Items] | ||||||
Right-of-use operating lease assets | [1] | $ 5,418,912 | $ 5,418,912 | $ 3,483,042 | ||
Finance lease assets | 18,187 | 18,187 | ||||
Operating and finance lease right-of-use assets | $ 5,437,099 | $ 5,437,099 | ||||
Finance lease, right-of-use asset, statement of financial position [extensible list] | Property and equipment, net | Property and equipment, net | ||||
Operating lease liabilities - current | [1] | $ 708,441 | $ 708,441 | 41,513 | ||
Operating lease liabilities - noncurrent | [1] | 5,225,555 | 5,225,555 | $ 3,441,642 | ||
Finance lease liabilities - current | 6,569 | 6,569 | ||||
Finance lease liabilities - noncurrent | 13,013 | 13,013 | ||||
Total lease obligations | $ 5,953,578 | $ 5,953,578 | ||||
Operating lease, liability, noncurrent, statement of financial position, extensible list | Operating lease liabilities - noncurrent | Operating lease liabilities - noncurrent | ||||
Finance lease, liability, current, statement of financial position, extensible list | Other liabilities | Other liabilities | ||||
Finance lease, liability, noncurrent, statement of financial position, extensible list | Other long-term liabilities | Other long-term liabilities | ||||
Total lease expense | $ 243,818 | $ 47,217 | $ 593,044 | $ 141,339 | ||
Selling, general and administrative | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease expense | 241,852 | 44,952 | 582,449 | 136,779 | ||
Amortization of finance lease assets | 1,413 | 1,536 | 8,804 | 3,073 | ||
Interest expense | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Interest expense | $ 553 | $ 729 | $ 1,791 | $ 1,487 | ||
[1]Note 2. |
Leases - Schedule of operating
Leases - Schedule of operating lease liability maturity (Details) | Sep. 30, 2022 USD ($) |
Operating Lease | |
2022 | $ 135,103 |
2023 | 860,418 |
2024 | 892,212 |
2025 | 893,046 |
2026 | 921,273 |
Thereafter | 4,745,237 |
Total lease payments | 8,447,289 |
Less: interest | (2,513,293) |
Total lease obligations | 5,933,996 |
Finance Lease | |
2022 | 1,642 |
2023 | 6,569 |
2024 | 6,569 |
2025 | 6,569 |
2026 | 0 |
Thereafter | 1,642 |
Total lease payments | 22,991 |
Less: interest | (3,409) |
Total lease obligations | $ 19,582 |
Leases - Lease term, discount r
Leases - Lease term, discount rate, and other information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Weighted-average remaining lease terms (in years): | |||
Operating lease | 9 years 3 months 18 days | ||
Finance lease | 3 years 6 months | 4 years 6 months | |
Weighted-average discount rate: | |||
Operating lease | 7.80% | 10% | |
Finance lease | 7.80% | 10% | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows - operating leases | $ 111,391 | $ 100,292 | |
Operating cash flows - finance leases | 1,791 | 1,487 | |
Financing cash flows - finance leases | [1] | 7,396 | 4,613 |
Leased assets obtained in exchange for new finance lease liabilities | 18,187 | 27,656 | |
Leased assets obtained in exchange for new operating lease liabilities | $ 0 | $ 0 | |
[1](1) See Note 2. |
Leases - Sublease (Details)
Leases - Sublease (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 USD ($) ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Net area subleased | ft² | 4,811 | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Sublease term | 6 months | ||||
Sublease monthly rental income | $ 2,250 | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Sublease term | 12 months | ||||
Sublease monthly rental income | $ 14,500 | ||||
Other, net | |||||
Lessee, Lease, Description [Line Items] | |||||
Sublease lease income | $ 64,750 | $ 0 | $ 84,875 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 17, 2017 USD ($) | Oct. 31, 2021 | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 02, 2022 arbitration_demand | Sep. 30, 2021 USD ($) | Jul. 20, 2021 USD ($) | Sep. 01, 2016 USD ($) | |
Other Commitments [Line Items] | ||||||||
Installment amount | $ 300,000 | $ 300,000 | $ 400,000 | |||||
Research agreement, renewal period | 1 year | |||||||
Related party debt outstanding | $ 0 | |||||||
Property expire | 20 years | |||||||
Royalty expense, aggregate amount under agreement | $ 700,000 | |||||||
Royalty expense | 0 | $ 0 | ||||||
Acquisition costs, amortization period | 15 years | |||||||
Investment | 270,000 | |||||||
Purchase obligation | $ 13,200,000 | |||||||
Purchase obligation, purchases | $ 6,300,000 | |||||||
Subsequent Event | ||||||||
Other Commitments [Line Items] | ||||||||
Number of demands for arbitration from major suppliers | arbitration_demand | 1 | |||||||
IP Acquisition Agreement | ||||||||
Other Commitments [Line Items] | ||||||||
Asset acquisition, upfront payment | $ 500,000 | |||||||
Asset acquisition, equity consideration transferred | 1,491,556 | |||||||
Asset acquisition, consideration transferred | 1,991,556 | |||||||
Royalties payments | $ 7,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of milestone event (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Other Commitments [Line Items] | |
Milestone payment amount | $ 7,500,000 |
10000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 500,000 |
20000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
40000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
60000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
80000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
100000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 1,000,000 |
200000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 1,000,000 |
250000 | |
Other Commitments [Line Items] | |
Milestone payment amount | $ 2,000,000 |
Non-Controlling Interest - Narr
Non-Controlling Interest - Narrative (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) vesting_installment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Noncontrolling Interest [Line Items] | |||
Temporary equity, shares authorized (in Shares) | shares | 1,000,000 | 1,000,000 | 1,000,000 |
Temporary equity, par value (in Dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 |
Temporary equity, shares issued (in Shares) | shares | 3,138 | 3,138 | 3,138 |
Temporary equity, shares outstanding (in Shares) | shares | 3,138 | 3,138 | 3,138 |
Less: Non-controlling redeemable preferred shares - embedded derivatives | $ 497,606 | ||
Redeemable noncontrolling interest, equity, carrying amount | $ 2,640,394 | $ 2,640,394 | |
Accretion period (in years) | 7 years | ||
Unrecognized compensation costs, period of recognition | 2 years 8 months 8 days | ||
Redeemable non controlling interests | |||
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interest, equity, carrying amount | 3,386,297 | $ 3,386,297 | $ 2,901,899 |
Accretion value | $ 484,398 | ||
Class D Incentive Units | |||
Noncontrolling Interest [Line Items] | |||
Vesting percentage | 80% | ||
Number of vesting installments | vesting_installment | 4 | ||
Percentage of incentive units to be vested | 20% | ||
Total unrecognized compensation cost related to nonvested restricted stock | 2,143,870 | $ 2,143,870 | |
Unrecognized compensation costs, period of recognition | 3 years 6 months | ||
Class D Incentive Units | Selling, general and administrative | |||
Noncontrolling Interest [Line Items] | |||
Compensation expense | $ 152,315 | $ 293,165 | |
Class D Incentive Units | Share-Based Payment Arrangement, All Tranches | |||
Noncontrolling Interest [Line Items] | |||
Vesting percentage | 80% | ||
Class D Incentive Units | Share-Based Payment Arrangement, Tranche One | |||
Noncontrolling Interest [Line Items] | |||
Vesting percentage | 25% | ||
Class D Incentive Units | Share-Based Payment Arrangement, Tranche Two | |||
Noncontrolling Interest [Line Items] | |||
Vesting percentage | 25% | ||
Class D Incentive Units | Share-Based Payment Arrangement, Tranche Three | |||
Noncontrolling Interest [Line Items] | |||
Vesting percentage | 25% | ||
Class D Incentive Units | Share Based Arrangement Tranche Four | |||
Noncontrolling Interest [Line Items] | |||
Vesting percentage | 25% | ||
Levo Mobility LLC | Series B Preferred Stock | |||
Noncontrolling Interest [Line Items] | |||
Temporary equity, shares authorized (in Shares) | shares | 1,000,000 | 1,000,000 | |
Temporary equity, dividend rate, percentage | 8% | ||
Temporary equity, par value (in Dollars per share) | $ / shares | $ 1,000 | $ 1,000 | |
Temporary equity, accretion of dividends | $ 258,672 | ||
Temporary equity, shares issued (in Shares) | shares | 3,138 | 3,138 | |
Temporary equity, shares outstanding (in Shares) | shares | 3,138 | 3,138 | |
Redeemable noncontrolling interest, equity, fair value | $ 3,138,000 | $ 3,138,000 |
Non-Controlling Interest - Seri
Non-Controlling Interest - Series B Preferred Stock (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||
Temporary equity, shares authorized (in Shares) | 1,000,000 | 1,000,000 |
Temporary equity, shares outstanding (in Shares) | 3,138 | 3,138 |
Temporary equity, shares issued (in Shares) | 3,138 | 3,138 |
Temporary equity, par value (in Dollars per share) | $ 0 | $ 0 |
Temporary equity, liquidation preference | $ 3,396,672 | $ 3,200,760 |
Series B Preferred Stock | Levo Mobility LLC | ||
Noncontrolling Interest [Line Items] | ||
Temporary equity, shares authorized (in Shares) | 1,000,000 | |
Temporary equity, shares outstanding (in Shares) | 3,138 | |
Temporary equity, shares issued (in Shares) | 3,138 | |
Temporary equity, par value (in Dollars per share) | $ 1,000 | |
Redeemable noncontrolling interest, equity, fair value | $ 3,138,000 | |
Temporary equity, accretion of dividends | 258,672 | |
Temporary equity, liquidation preference | $ 3,396,672 |
Non-Controlling Interest - Non-
Non-Controlling Interest - Non-controlling interests presented as a separate component of stockholders’ equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Noncontrolling Interest [Line Items] | ||||||||
Net loss attributable to non-controlling interests | [1] | $ (168,985) | $ (2,059,867) | $ (459,863) | $ (2,059,867) | |||
Less: dividends paid to non-controlling interests | 66,601 | $ 65,296 | $ 64,015 | $ 39,096 | ||||
Non-controlling interests | [2] | (3,641,806) | (3,641,806) | $ (2,501,633) | ||||
Levo Mobility LLC | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Net loss attributable to non-controlling interests | (459,863) | |||||||
Less: dividends paid to non-controlling interests | 195,912 | |||||||
Preferred share accretion adjustment | 484,398 | |||||||
Non-controlling interests | $ (3,641,806) | $ (3,641,806) | ||||||
[1]Note 2[2]Note 2. |
Non-Controlling Interest - Cond
Non-Controlling Interest - Condensed consolidated statements of operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Levo Mobility LLC | ||
Noncontrolling Interest [Line Items] | ||
Net loss attributable to non-controlling interests | $ (168,985) | $ (459,863) |
Non-Controlling Interest - Rede
Non-Controlling Interest - Redeemable noncontrolling interest reconciliation (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Ending balance | $ 2,640,394 |
Redeemable non controlling interests | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance | 2,901,899 |
Preferred share accretion adjustment | 484,398 |
Ending balance | $ 3,386,297 |
Noncontrolling Interest - Sched
Noncontrolling Interest - Schedule of Monte Carlo Simulation model to estimate the fair value of class D incentive Units (Details) - Class D Incentive Units | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Line Items] | |
Expected life of options (in years) | 5 years 6 months |
Risk-free interest rate | 3.02% |
Volatility | 69.50% |
Noncontrolling Interest - Sch_2
Noncontrolling Interest - Schedule of nonvested Class D Incentive Units (Details) - Class D Incentive Units | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in Shares) | shares | 0 |
Granted (in Shares) | shares | 250,000 |
Vested (in Shares) | shares | 0 |
Cancelled (in Shares) | shares | 0 |
Ending balance (in Shares) | shares | 250,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in Dollars per share) | $ / shares | $ 0 |
Granted (in Dollars per share) | $ / shares | 13.28 |
Vested (in Dollars per share) | $ / shares | 0 |
Cancelled (in Dollars per share) | $ / shares | 0 |
Ending balance (in Dollars per share) | $ / shares | $ 13.28 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) | Nov. 02, 2022 arbitration_demand |
Subsequent Event | |
Subsequent Event [Line Items] | |
Number of demands for arbitration from major suppliers | 1 |