Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 21, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 2488 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 53,321,416 | ||
Entity Common Stock, Shares Outstanding | 25,024,298 | ||
Documents Incorporated by Reference | Specified portions of the registrant’s definitive proxy statement to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A in connection with the registrant’s 2023 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this report. Such Proxy Statement will be filed with the SEC not later than 120 days after the conclusion of the registrant’s year ended December 31, 2022. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001836875 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | NVVE | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to Purchase Common Stock | ||
Trading Symbol | NVVEW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Auditor [Line Items] | ||
Auditor Firm ID | 34 | |
Auditor Name | Deloitte & Touche LLP | |
Auditor Location | San Diego, California | |
Moss Adams LLP | ||
Auditor [Line Items] | ||
Auditor Firm ID | 659 | |
Auditor Name | Moss Adams LLP | |
Auditor Location | San Diego, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 15,753,896 | $ 32,360,520 |
Restricted cash | 480,000 | 380,000 |
Accounts receivable, net | 1,121,694 | 1,886,708 |
Inventories | 11,551,831 | 11,118,188 |
Prepaid expenses and other current assets | 2,942,145 | 1,036,645 |
Total Current Assets | 31,849,566 | 46,782,061 |
Property and equipment, net | 636,944 | 356,194 |
Intangible assets, net | 1,341,640 | 1,481,077 |
Investment in equity securities | 1,670,951 | 670,951 |
Investment in leases | 97,054 | 0 |
Right-of-use operating lease assets | 5,305,881 | 3,483,042 |
Financing receivables | 288,872 | 138,161 |
Security deposit, long-term | 8,682 | 3,057 |
Total Assets | 41,199,590 | 52,914,543 |
Current Liabilities | ||
Accounts payable | 2,390,422 | 5,738,873 |
Accrued expenses | 3,347,399 | 2,874,018 |
Deferred revenue | 1,221,497 | 719,771 |
Operating lease liabilities - current | 824,326 | 41,513 |
Other liabilities | 113,844 | 110,574 |
Total Current Liabilities | 7,897,488 | 9,484,749 |
Operating lease liabilities - noncurrent | 5,090,170 | 3,441,642 |
Warrants liability | 220,884 | 9,543,000 |
Derivative liability - non-controlling redeemable preferred shares | 359,225 | 511,948 |
Other long-term liabilities | 393,179 | 18,860 |
Total Liabilities | 13,960,946 | 23,000,199 |
Commitments and Contingencies | ||
Mezzanine equity | ||
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding at December 31, 2022 and December 31, 2021; aggregate liquidation preference of $3,464,606 and $3,200,760 at December 31, 2022 and December 31, 2021, respectively. | 3,547,765 | 2,901,899 |
Stockholders’ Equity | ||
Common stock, $0.0001 par value, 100,000,000 and 30,000,000 shares authorized; 24,272,150 and 18,861,130 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 2,427 | 1,888 |
Additional paid-in capital | 144,073,505 | 122,336,607 |
Accumulated other comprehensive income | 76,182 | 113,446 |
Accumulated deficit | (116,956,528) | (92,937,863) |
Nuvve Holding Corp. Stockholders’ Equity | 27,195,586 | 29,514,078 |
Non-controlling interests | (3,950,186) | (2,501,633) |
Total Stockholders’ Equity | 23,245,400 | 27,012,445 |
Total Liabilities, Mezzanine equity and Stockholders’ Equity | 41,199,590 | 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 December 31, 2022 | 445,479 | 0 |
Cumulative Preferred Stock | ||
Stockholders’ Equity | ||
Preferred stock, value, issued | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 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 | $ 3,464,606 | $ 3,200,760 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in Shares) | 1,000,000 | |
Preferred stock, shares issued (in Shares) | 0 | |
Preferred stock, shares outstanding (in Shares) | 0 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 100,000,000 | 30,000,000 |
Common stock, shares issued (in Shares) | 24,272,150 | 18,861,130 |
Common stock, shares outstanding (in Shares) | 24,272,150 | 18,861,130 |
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 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Total revenue | $ 5,373,383 | $ 4,190,765 |
Operating expenses | ||
Cost of product and service revenue | 4,196,788 | 2,002,197 |
Selling, general, and administrative | 30,115,571 | 22,896,125 |
Research and development | 7,976,568 | 6,524,245 |
Total operating expenses | 42,288,927 | 31,422,567 |
Operating loss | (36,915,544) | (27,231,802) |
Other income (expense) | ||
Interest income (expense) | 134,579 | (585,157) |
Financing costs | 0 | (46,754,794) |
Change in fair value of warrants liability | 11,986,462 | (312,400) |
Change in fair value of derivative liability | 152,723 | (14,342) |
Other, net | 85,074 | 282,183 |
Total other income (expense), net | 12,358,838 | (47,384,510) |
Loss before taxes | (24,556,706) | (74,616,312) |
Income tax expense | 800 | 1,000 |
Net loss | (24,557,506) | (74,617,312) |
Less: Net loss attributable to non-controlling interests | (538,841) | (2,138,272) |
Net loss attributable to Nuvve Holding Corp. | (24,018,665) | (72,479,040) |
Less: Preferred dividends on redeemable non-controlling interests | 263,846 | 101,856 |
Less: Accretion on redeemable non-controlling interests preferred shares | 645,866 | 261,505 |
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (24,928,377) | $ (72,842,401) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ (1.19) | $ (4.37) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ (1.19) | $ (4.37) |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Shares) | 20,971,896 | 16,654,495 |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Shares) | 20,971,896 | 16,654,495 |
Products and services | ||
Revenue | ||
Total revenue | $ 4,913,956 | $ 2,920,627 |
Grants | ||
Revenue | ||
Total revenue | $ 459,427 | $ 1,270,138 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (24,557,506) | $ (74,617,312) |
Other comprehensive (loss) income, net of taxes | ||
Foreign currency translation adjustments, net of taxes | (37,264) | 191,287 |
Total Comprehensive loss | (24,594,770) | (74,426,025) |
Less: Comprehensive loss attributable to non-controlling interests, net taxes | (538,841) | (2,138,272) |
Comprehensive loss attributable to Nuvve Holding Corp. | (24,055,929) | (72,287,753) |
Less: Preferred dividends on redeemable non-controlling interests | (263,846) | (101,856) |
Less: Accretion on redeemable non-controlling interests preferred shares | (645,866) | (261,505) |
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders | $ (23,146,217) | $ (71,924,392) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Total | EDF Renewables | Common Stock | Common Stock EDF Renewables | Additional Paid-in Capital | Additional Paid-in Capital EDF Renewables | 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 | $ (881,710) | $ 2,616 | $ 19,650,659 | $ (77,841) | $ (20,458,823) | $ 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 | $ (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 | (881,710) | $ 912 | 19,654,041 | (77,841) | (20,458,823) | 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) | (134,500) | (600,000) | ||||||||
Repurchase of shares | 0 | $ (6,000,000) | $ (13) | $ (60) | 13 | $ (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 | 51,485,627 | $ 806 | 51,484,821 | |||||||
Placement agent fee paid in common stock (in Shares) | 208,532 | |||||||||
Placement agent fee paid in common stock | 2,085,320 | $ 21 | 2,085,299 | |||||||
PIPE offering, less issuance costs (in Shares) | 1,425,000 | |||||||||
PIPE offering, less issuance costs | 14,247,500 | $ 143 | 14,247,357 | |||||||
Notice of exercise of put option | (2,000,000) | (2,000,000) | ||||||||
Issuance of warrants to Stonepeak and Evolve | 22,310,574 | 22,310,574 | ||||||||
Issuance of options to purchase shares of common stock to Stonepeak and Evolve | 12,584,000 | 12,584,000 | ||||||||
Exercise of stock options (in Shares) | 234,506 | |||||||||
Exercise of stock options | 576,528 | $ 25 | 576,503 | |||||||
Stock-based compensation | 4,219,989 | 4,219,989 | ||||||||
Currency translation adjustment | 191,287 | 191,287 | ||||||||
Preferred dividends - non-controlling interest | (101,856) | (101,856) | ||||||||
Accretion on redeemable non-controlling interests preferred shares | (261,505) | (261,505) | ||||||||
Net loss | (74,617,312) | (72,479,040) | (2,138,272) | |||||||
Balances (in shares) at Dec. 31, 2021 | 18,861,130 | 0 | ||||||||
Balance at Dec. 31, 2021 | 27,012,445 | $ 1,888 | 122,336,607 | 113,446 | (92,937,863) | (2,501,633) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Placement agent fee paid in common stock (in Shares) | 792,882 | |||||||||
Placement agent fee paid in common stock | 3,763,496 | $ 79 | 3,763,417 | |||||||
Exercise of stock options (in Shares) | 134,499 | |||||||||
Exercise of stock options and vesting of restricted stock units (in shares) | 483,639 | |||||||||
Exercise of stock options and vesting of restricted stock units | 245,723 | $ 47 | 245,676 | |||||||
Exercise of stock options | 1,994,072 | $ 13 | 1,994,059 | |||||||
Stock-based compensation | 5,328,492 | 5,328,492 | ||||||||
Currency translation adjustment | (37,264) | (37,264) | ||||||||
Preferred dividends - non-controlling interest | (263,846) | (263,846) | ||||||||
Proceeds from Direct Offering (in Shares) | 2,150,000 | |||||||||
Proceeds from Direct Offering, net of offering costs | 10,405,469 | $ 215 | 10,405,254 | |||||||
Accretion on redeemable non-controlling interests preferred shares | (645,866) | (645,866) | ||||||||
Issuance of Common Shares related to Warrants (in Shares) | 1,850,000 | |||||||||
Issuance of Common Shares related to Warrants | 185 | $ 185 | ||||||||
Net loss | (24,557,506) | (24,018,665) | (538,841) | |||||||
Balances (in shares) at Dec. 31, 2022 | 24,272,150 | 0 | ||||||||
Balance at Dec. 31, 2022 | $ 23,245,400 | $ 2,427 | $ 144,073,505 | $ 76,182 | $ (116,956,528) | $ (3,950,186) | $ 0 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Merger recapitalization, net of share redemption | $ 18,629 |
Issuance Costs Related to Preferred Stock | 5,979,675 |
Less issuance costs | $ 2,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net loss | $ (24,557,506) | $ (74,617,312) |
Adjustments to reconcile to net loss to net cash used in operating activities | ||
Depreciation and amortization | 289,536 | 167,558 |
Share-based compensation | 5,234,878 | 4,219,989 |
Financing costs | 0 | 46,771,276 |
Beneficial conversion feature on convertible debenture | 0 | 427,796 |
Accretion of discount on convertible debenture | 0 | 116,147 |
Change in fair value of warrants liability | (11,986,462) | 312,400 |
Change in fair value of derivative liability | (152,723) | 0 |
Loss on disposal of asset | 0 | 1,326 |
Gain on extinguishment of PPP Loan | 0 | (492,100) |
Noncash lease expense | 421,183 | 3,636 |
Change in operating assets and liabilities | ||
Accounts receivable | 763,302 | (887,697) |
Inventory | (433,644) | (10,065,710) |
Prepaid expenses and other assets | (2,072,001) | (693,756) |
Accounts payable | (3,346,937) | 2,780,890 |
Accrued expenses | 1,340,918 | 2,138,574 |
Deferred revenue | 417,481 | 626,265 |
Net cash used in operating activities | (34,081,975) | (29,190,718) |
Investing activities | ||
Proceeds from sale of property and equipment | 0 | 7,649 |
Purchase of property and equipment | (438,045) | (273,124) |
Investments in equity securities | (1,000,000) | 0 |
Net cash used in investing activities | (1,438,045) | (265,475) |
Financing activities | ||
Proceeds from Newborn Escrow Account | 0 | 58,184,461 |
Redemption of Newborn shares | 0 | (18,629) |
Issuance costs related to reverse recapitalization and PIPE offering | 0 | (3,970,657) |
Proceeds from PIPE offering | 0 | 14,250,000 |
Repayment of Newborn sponsor loans | 0 | (487,500) |
Repurchase of common stock from EDF | 0 | (6,000,000) |
Newborn cash acquired | 0 | 50,206 |
Purchase of stock from investor | 0 | (2,000,000) |
Payment of financing costs | 0 | (1,000,000) |
Payment of finance lease obligations | (9,691) | (5,839) |
Proceeds from forward option put exercise | 1,994,073 | 0 |
Proceeds from exercise of pre-funded warrants related to Direct Offering | 185 | 0 |
Proceeds from Direct Offering of common stock, net of offering costs | 13,069,815 | 0 |
Proceeds from common stock offering, net of offering costs | 3,763,494 | 0 |
Proceeds from exercise of stock options | 245,748 | 576,528 |
Issuance of Redeemable Preferred Stock | 0 | 3,138,000 |
Payment of Preferred Stock dividends | 0 | (39,096) |
Net cash provided by financing activities | 19,063,624 | 59,721,226 |
Effect of exchange rate on cash | (50,228) | 199,592 |
Net increase in cash and restricted cash | (16,506,624) | 30,464,625 |
Cash and restricted cash at beginning of year | 32,740,520 | 2,275,895 |
Cash and restricted cash at end of year | 16,233,896 | 32,740,520 |
Supplemental Disclosure of cash information: | ||
Cash paid for income taxes | 0 | 800 |
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 |
Preferred Stock | ||
Financing activities | ||
Issuance Costs Related to Preferred Stock | $ 0 | $ (2,956,248) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business (a) Description of Business Nuvve Holding Corp., a corporation headquartered in San Diego, California (the “Company” or “Nuvve”), formerly known as NB Merger Corp., was founded on November 10, 2020 under the laws of the State of Delaware. On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp. (See Business Combination below). The Company owns 100% of Nuvve Corporation, a Delaware corporation headquartered in San Diego, California (“Nuvve Corp.”), which was founded on October 18, 2010, to develop and commercialize Vehicle to Grid ("V2G") technology. Nuvve has developed a proprietary V2G technology, including the Company’s Grid Integrated Vehicle (“GIVe ™ ”) cloud-based software platform, that enables it to link multiple electric vehicle ("EV") batteries into a virtual power plant ("VPP") to provide bi-directional energy to the electrical grid in a qualified and secure manner. The VPP can generate revenue by selling or making available to utility companies excess energy when the price is relatively high or buying energy when the price is relatively low. The V2G technology may allow energy users to reduce energy peak consumption and enable utilities to reduce the required internally generated peak demand. This V2G technology was initially developed in 1996 by Dr. Willett Kempton, Ph.D, at the University of Delaware and is now being deployed for commercial use as a part of the management of fleets of electric vehicles, including buses. Nuvve’s technology is patent protected. Nuvve’s first commercial operation was proven in Copenhagen in 2016. Since then, Nuvve has established operations in the United States, the United Kingdom, France, and Denmark. In addition to Nuvve’s algorithms and software, Nuvve provides complete V2G solutions to its customers, including V2G bi-directional chargers which are preconfigured to work with Nuvve’s GIVe platform. The Company’s technology is compatible with several charger manufacturers both in Direct Current ("DC") (such as CHAdeMO, a DC charging standard for electric vehicles, enabling seamless communication between the vehicle and the charger) and Alternative Current ("AC") mode. (b) Structure of the Company Nuvve has two wholly owned subsidiaries, Nuvve Corp. and Nuvve Pennsylvania LLC. Nuvve Corp. has four wholly owned subsidiaries: (1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France, (3) Nuvve KK (Nuvve Japan), a company registered in Japan, and (4) Nuvve LTD, a company registered in United Kingdom. Nuvve Norway, a company registered in Norway is a branch of Nuvve Denmark. On August 4, 2021, the Company formed Levo Mobility LLC, a Delaware limited liability company ("Levo"), with Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"). Levo is a consolidated entity of the Company. Please see Note 2 for the principles of consolidation. Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G enabled EV fleet deployments. Levo utilizes Nuvve’s V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service ("FaaS") 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Business Combination between Newborn, a Special Purpose Acquisition Company (“SPAC”), the Company, prior to the Business Combination a wholly owned subsidiary of Newborn, and Nuvve Corp., prior to the Business Combination a privately held operating company, pursuant to which the Company acquired the outstanding shares of Nuvve Corp. (see Business Combination below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Newborn was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nuvve Corp. issuing stock for the net assets of Newborn, accompanied by a recapitalization. The net assets recorded from Newborn are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Nuvve Corp. The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated to reflect the exchange ratio established in the Business Combination. In accordance with the related Going Concern accounting standards, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the that the consolidated financial statements are issued. Since inception, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $117.0 million and $92.9 million as of December 31, 2022 and December 31, 2021, respectively . During the years ended December 31, 2022 and December 31, 2021 , the Company incurred an operating loss of $36.9 million and $27.2 million, respectively, and used $34.1 million and $29.2 million, respectively, of cash in operations. The Company continues to expect to generate operating losses and negative cash flows and may need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company's GIVe platform and the achievement of a level of revenues adequate to support its cost structure. Management plans to fund current operations through increased revenues and if required cash saving measures and or raising additional capital. Management's expectations with respect to the Company’s ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows could be higher than currently anticipated. Should this occur, management plans to implement cash saving measures during this time period, including reductions in discretionary expenses related to consultants, travel, personnel, and personnel-related costs. If necessary, management believes it can raise additional capital through its at-the-market offering agreement. However, as such plans are not solely within management’s control management cannot conclude as of the date of this filing that the plans are probable of being successfully implemented and as such has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. (b) Principles of Consolidation The consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation. Variable Interest Entities Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity ("VIE"). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors at risk lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo's common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non-controlling interest for the share of the entity owned by Stonepeak and Evolve. Assets and Liabilities of Consolidated VIEs The Company's consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net loss attributable to non-controlling interests" in the consolidated statements of operations and "Non-controlling interests" in the 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 consolidated balance sheets: December 31, 2022 December 31, 2021 Assets Cash $ 27,629 $ 28,446 Prepaid expenses and other current assets 59,794 — Total Assets $ 87,423 $ 28,446 Liabilities Accounts payable $ 8,165 $ — Accrued expenses and dividend payable 336,713 $ 116,754 Derivative liability - non-controlling redeemable preferred shares 359,225 511,948 Total Liabilities $ 704,103 $ 628,702 (c) Redeemable Non-Controlling Interest - Mezzanine Equity Redeemable non-controlling 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 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. (d) Non-controlling interests The Company presents non-controlling interests as a component of equity on its 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 consolidated statements of operations. 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. (e) Business Combination The Company is party to a merger agreement (as amended, the “Merger Agreement”), dated as of November 11, 2020 and amended as of February 20, 2021, by and among Newborn, a Cayman Islands company, the Company, a Delaware corporation and prior to the Business Combination a wholly owned subsidiary of Newborn, Nuvve Merger Sub Inc., a Delaware corporation and prior to the Business Combination a wholly-owned subsidiary of the Company (the “Merger Sub”), Nuvve Corp., a Delaware corporation, and Ted Smith, an individual, as the representative of the stockholders of Nuvve Corp. On March 16, 2021, Newborn held an extraordinary general meeting of its shareholders, at which Newborn’s shareholders approved the Business Combination, along with certain other related proposals. On March 19, 2021 (the “Closing Date”), the parties consummated the Business Combination. Pursuant to the Merger Agreement, the Business Combination was effected in two steps: (i) Newborn reincorporated to the State of Delaware by merging with and into the Company, with the Company surviving as the publicly-traded entity (the “Reincorporation Merger”); and (ii) immediately after the Reincorporation Merger, Merger Sub merged with and into Nuvve, with Nuvve surviving as a wholly-owned subsidiary of the Company (the “Acquisition Merger”). Immediately prior to the effectiveness of the Reincorporation Merger and the Acquisition Merger, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, pursuant to which, among other things, the Company changed its name to “Nuvve Holding Corp.” and adopted certain other changes that the Company’s Board of Directors deemed appropriate for an operating public company. In connection with the entry into the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements (the “Subscription Agreements”) with certain accredited Private Investment in Public Equity investors (the “PIPE Investors”), under which, immediately before the closing of the Business Combination, the PIPE Investors purchased 1,425,000 ordinary shares of Newborn, at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000 in a private placement (the “PIPE”). The PIPE Investors also received warrants to purchase 1,353,750 ordinary shares of Newborn (the “PIPE Warrants”) that were identical to Newborn’s other outstanding warrants. Also, on November 11, 2020, Nuvve Corp. entered into a bridge loan agreement with an accredited investor, under which, on November 17, 2020, the investor purchased a $4,000,000 6% Senior Secured Convertible Debenture from Nuvve Corp. (the “Bridge Loan”), which automatically converted into shares of Nuvve Corp.’s common stock immediately before the closing of the Business Combination. Upon the closing of the Reincorporation Merger, each of Newborn’s outstanding units was automatically separated into its constituent securities, and Newborn’s outstanding securities (including the Newborn ordinary shares and Newborn warrants purchased by the PIPE Investors) were converted into a like number of equivalent securities of the Company, except that each of Newborn’s rights was converted automatically into one-tenth of one share of the Company’s common stock in accordance with its terms. Upon the closing of the Acquisition Merger, each share of Nuvve Corp.’s common stock outstanding immediately prior to the effective time of the Acquisition Merger (including the shares issued upon conversion of Nuvve Corp.’s preferred stock and upon conversion of the Bridge Loan as described above) automatically was converted into approximately 0.212403050 shares (the “Closing Exchange Ratio”) of the Company’s common stock, for an aggregate of 9,122,996 shares of the Company’s common stock. Each outstanding option to purchase Nuvve Corp.’s common stock (“Nuvve Options”) was assumed by the Company and converted into an option to purchase a number of shares of the Company’s common stock equal to the number of shares of Nuvve Corp.’s common stock subject to such option immediately prior to the effective time multiplied by the Closing Exchange Ratio, for an aggregate of 1,303,610 shares of the Company’s common stock, at an exercise price equal to the exercise price immediately prior to the effective time divided by the Closing Exchange Ratio. The Closing Exchange Ratio was determined by taking (i) a number of shares of the Company’s common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $10.00 per share, and dividing it by (ii) the sum of (x) the total number of shares of Nuvve Corp.’s common stock outstanding as of immediately prior to closing (including the shares issued upon conversion of Nuvve Corp.’s preferred stock, but excluding the shares issued upon conversion of the Bridge Loan) and (y) the total number of shares of Nuvve Corp.’s common stock issuable upon exercise of Nuvve Options outstanding immediately prior to the closing. The “Closing Merger Consideration” was determined by taking $100,000,000, subtracting the amount of Nuvve Corp.’s indebtedness for borrowed money as of the closing of the Acquisition Merger (excluding Payroll Protection Program loans eligible for forgiveness), which was zero, and adding the aggregate exercise price of the Nuvve Options outstanding as of the date of the Merger Agreement or granted prior to the closing of the Acquisition Merger, which was $4,265,785. Additionally, the former stockholders of Nuvve Corp. would have been entitled to receive up to 4.0 million earn-out shares of the Company’s common stock if, for the year ended December 31, 2021, the Company’s revenue equaled or exceeded $30,000,000. The former Nuvve Corp. stockholders would have been entitled to a portion of the earn-out shares only if they continued to hold their shares of the Company’s common stock received in the Acquisition Merger through the earn-out payment date. As the Company's target revenue of $30,000,000 for the year ended December 31, 2021, was not met, the former stockholders of Nuvve Corp. were not entitled to receive up to the 4.0 million earn-out shares of the Company’s common stock. Pursuant to a purchase and option agreement, dated as of November 11, 2020 (the “Purchase and Option Agreement”), between the Company and EDF Renewables, Inc. (“EDF Renewables”), a former stockholder of Nuvve Corp. and the owner of more than 5% of the Company’s common stock, immediately after the closing, the Company repurchased 600,000 shares of the Company’s common stock from EDF Renewables at a price of $10.00 per share. In addition, on the Closing Date, EDF Renewables exercised its option to sell an additional $2,000,000 of shares of the Company’s common stock back to the Company at a price per share of $14.87 (the average closing price over the five preceding trading days). The share repurchase was completed on April 26, 2021 (see Note 11 ). P ursuant to a letter agreement dated April 23, 2021, the Company’s Chief Executive Officer and Chief Operating Officer committed to purchase from the Company, and the Company committed to sell to them, 134,499 shares of the Company’s common stock for $14.87 per share or a total of $2,000,000 . As of June 30, 2022, Nuvve's Chief Executive Officer and Chief Operating Officer had fulfilled their obligations and had purchased from Nuvve a total of 134,499 shares of the Company’s common stock for $14.87 per share or a total of approximately $2,000,000 . As agreed between the parties to the Merger Agreement, immediately following the closing of the Acquisition Merger, the Company’s board of directors consisted of seven directors. A majority of the directors qualified as independent directors under rules of Nasdaq. In Newborn’s initial public offering, Newborn issued 5,750,000 units at $10.00 per unit. Each unit issued in the initial public offering consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Public Warrant”), and one right automatically convertible into one-tenth of an ordinary shares upon completion of an initial business combination. Concurrently with the initial public offering, Newborn sold to its sponsor 272,500 units at $10.00 per unit in a private placement. Each unit in the private placement consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Private Warrant”), and one right automatically convertible into one-tenth of an ordinary share upon completion of an initial business combination. Newborn received net proceeds of approximately $57,989,380 from the public and private units. Upon closing of the initial public offering and the private placement, $57,500,000 was placed by Newborn in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). On the Closing Date of the Business Combination, the balance in the Trust Account was $58,471,961. After the closing of the Business Combination, and other transactions described above, including payment of $18,630 for redemptions of ordinary shares by Newborn stockholders, payment of transaction costs of $3,702,421, repayment of loans made by Newborn’s sponsor to Newborn of $487,500, repurchase of $6,000,000 in common shares held by EDF Renewables, and transfer into an escrow account with Silicon Valley Bank of $495,000 to cover the balance of the Company’s PPP Loan payable, the Company received total net proceeds from the Trust Account in cash of $47,768,410. Also on March 19, 2021, the PIPE closed, and the Company received cash proceeds, net of $2,500 of transaction costs, of $14,247,500. (f) Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay adoption of new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt-out 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. (g) COVID-19 The on-going impact of the novel coronavirus pandemic (COVID-19) continues to negatively impacted the global economy, although to a lesser extent than in prior years. However, the Company continues to monitor COVID-19 closely but, at this time, is unable to predict how COVID-19 will impact its business, operating results, cash flows and financial condition in 2023. In addition to any direct impact on the Company's business, it is reasonably possible that the estimates made by management in preparing its 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. (h) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share-based 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. (i) Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity . If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. (j) Foreign Currency Matters For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S. dollar. All local foreign currency asset and liability amounts are remeasured into U.S. dollars at balance sheet date exchange rates, except for inventories, prepaid expenses, and property, plant, and equipment, which are remeasured at historical rates. Foreign currency revenue and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which are remeasured at historical exchange rates. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the consolidated statements of operations. The financial position and results of operations of the Company’s non-U.S. dollar functional currency subsidiary, Nuvve Denmark, are measured using the subsidiary’s local currency as the functional currency. The Company translates the assets and liabilities of Nuvve Denmark into U.S. dollars using exchange rates in effect at the balance sheet date. Revenues and expenses for the subsidiary are translated using rates that approximate those in effect during the period. The resulting translation gain and loss adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income (loss) within stockholders’ equity in the consolidated balance sheets. Foreign currency translation adjustments are included in other comprehensive income in the consolidated statements of operations and comprehensive loss. (k) Cash and Restricted Cash The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. In connection with a new office lease agreement, the Company was required to provide irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The total amount securing the letter of credit and recorded as restricted cash as of December 31, 2022 and December 31, 2021 was $480,000 and $380,000, respectively . (l) Accounts Receivable Accounts receivable consist primarily of payments due from customers under the Company’s contracts with customers. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, assessment of their credit history, and review of the invoicing terms of the contract. The Company maintains an allowance for doubtful accounts for potential credit losses on customer accounts when deemed necessary. Based on the analysis, the Compa ny recorded an allowance for doubtful accounts as o f December 31, 2022 and December 31, 2021. See Note 7 for details. (m) Concentrations of Credit Risk At December 31, 2022 and 2021, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the years ended December 31, 2022 and 2021, one customer accounted for 32.1%, and one customer accounted for 12.4% of total revenue, respectively. During the years ended December 31, 2022 and 2021, the Company's top five customers accounted for approximately 54.7% and 44.0%, respectively, o f the Company’s total revenue. At December 31, 2022, three customers in aggregate accounted for 40.6% of accounts receivable. At December 31, 2021, two customers in aggregate accounted for 32.2% of accounts receivable. Approximately 53.6% and 56.0% of the Company’s trade accounts receivable balance was with five customers at December 31, 2022 and 2021, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short-term and all potential credit losses have been appropriately considered in establishing the allowance for doubtful accounts. (n) Inventories Inventories, consisting primarily of DC chargers, are stated at the lower of cost or net realizable value. The Company values its inventories using the first-in, first-out method. Cost includes purchased products. Net realizable value is based on current selling prices less costs of disposal. At December 31, 2022, and December 31, 2021, the Company’s inventories consisted solely of finished goods, including school buses, added as of December 31, 2022, which the Company expect to lease or sell in the future. Should demand for the Company’s products prove to be significantly less than anticipated, the ultimate realizable value of the Company’s inventories could be substantially less than the amount shown on the accompanying consolidated balance sheets. (o) Property and Equipment, Net Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective asset. Maintenance and repairs are expensed as incurred while betterments are capitalized. Upon sale or disposition of assets, any gain or loss is included in the consolidated statement of operations. (p) Intangible Assets Intangible assets consist of patents which are amortized over the period of estimated benefit using the straight-line method. No significant residual value is estimated for intangible assets. (q) Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment, including evaluating the useful lives for amortizing intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. There were no such write-downs for the years ended December 31, 2022 and 2021. (r) Investments in Equity Securities Without Readily Determinable Fair Values Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity, and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. In February 2019, the Company invested in common shares of Dreev SaS, (“Dreev”). Dreev is a nonpublic entity, for which there is no readily determinable fair value. As of December 31, 2022, and December 31, 2021, the Company’s investment in Dreev was accounted for as an investment in equity securities without a readily determinable fair value. The Company did not recognize an impairment loss on its investment during the year ended December 31, 2022 or the year ended December 31, 2021. In June 2022, the Company invested $1.0 million in Switch EV Ltd ("Switch"), a nonpublic entity incorporated and registered in the United Kingdom through an advance subscription agreement for a future equity ownership. Since Switch is a nonpublic entity, there is no readily determinable fair value. As of December 31, 2022, the Company’s investment in Switch was accounted for as an investment in equity securities without a readily determinable fair value subject to impairment. The Company did not recognize an impairment loss on its investment during the year ended December 31, 2022. (s) Employee Savings Plan The Company maintains a savings plan on behalf of its employees that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to the statutory limits. For the years ended December 31, 2022 and 2021, the Company did not contribute to the savings plan. (t) Fair Value Measurement The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued expenses, and warrants. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2022 2021 Revenue recognized over time: Services $ 784,710 $ 797,127 Grants 459,427 1,270,138 Revenue recognized at point in time: Products 4,129,246 2,123,500 Total revenue $ 5,373,383 $ 4,190,765 The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2022 expected to be re cognized in the future for years ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2023 $ 134,500 2024 49,578 Thereafter 1,037,419 Total $ 1,221,497 Related to the finance receivables, during the year ended December 31, 2022, the Company recognized $609,860 of product revenue related to contracts with customers for which the Company determined that control of the DC Charger transferred to that customer. Of this amount, $320,988 was recorded within accounts receivable in the consolidated balance sheet as the Company expects to collect it in the short term. The remaining $288,872 represents the discounted amount for the equipment that will be collected over the life of the contract, adjusted for the estimated effect of a significant financing component. This amount is a long-term financing receivable recorded in the consolidated balance sheet. The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues by geography: Years Ended December 31, 2022 2021 United States $ 4,839,561 $ 3,326,427 United Kingdom 195,550 485,628 Denmark 338,272 378,710 $ 5,373,383 $ 4,190,765 The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations: December 31, December 31, United States $ 1,795,267 $ 1,811,607 United Kingdom 1,335 — Denmark $ 181,982 $ 25,664 $ 1,978,584 $ 1,837,271 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following are the liabilities measured at fair value on the consolidated balance sheet at December 31, 2022 and December 31, 2021, using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Level 2: Level 3: Total at December 31, Total Gains (Losses) For The Year Ended December 31, 2022 Recurring fair value measurements Private warrants $ — $ — $ 2,000 $ 2,000 $ 864,000 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ 8,677,000 Institutional/Accredited Investor Warrants $ — $ — $ 218,884 $ 218,884 $ 2,445,462 Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 359,225 $ 359,225 $ 152,723 Total recurring fair value measurements $ — $ — $ 580,109 $ 580,109 $ 12,139,185 Level 1: Level 2: Level 3: Total at December 31, Total Gains (Losses) For The Year Ended December 31, 2021 Recurring fair value measurements Private warrants $ — $ — $ 866,000 $ 866,000 $ 387,228 Stonepeak and Evolve unvested warrants $ — $ — $ 8,677,000 $ 8,677,000 $ (699,628) Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 511,948 $ 511,948 $ (14,342) Total recurring fair value measurements $ — $ — $ 10,054,948 $ 10,054,948 $ (326,742) The following is a reconciliation of the opening and closing balances for the liabilities related to the private warrants ( Note 11 ) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2022: Private Warrants 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 $ 2,664,346 $ 511,948 Initial fair value Balance at Total (gains) losses for period included in earnings (864,000) (8,677,000) (2,445,462) (152,723) Balance at December 31, 2022 $ 2,000 $ — $ 218,884 $ 359,225 The fair value of the level 3 Private Warrants was estimated at December 31, 2022 using the Black-Scholes model which used the following inputs: term of 3.2 years, risk free rate of 4.2%, no dividends, volatility of 67.0%, and strike price of $11.50. The fair value of the level 3 Private Warrants was estimated at December 31, 2021 using the Black-Scholes model which used the following inputs: term of 4.2 years, risk free rate of 1.2%, 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 December 31, 2022 using the Black-Scholes model which used the following inputs: term of 5.1 years, risk free rate of 3.97%, no dividends, volatility of 62.0%, and strike price of $0.50. The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at December 31, 2022 using the M onte Carlo Simulation model which used the following inputs: terms range from 1.6 years to 7.0 years, risk free rate of 4.0%, no dividends, volatility of 63.0% 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 December 31, 2021 using the M onte Carlo Simulation model which used the following inputs: terms range from 3.0 years to 7.0 years, risk free rate of 1.40%, no dividends, volatility of 53.0% and probability of redemptions triggered of 75.0%. 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. The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) unvested Stonepeak and Evolve unvested warrants at December 31, 2022: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $0.0 $0.0 $0.0 $0.0 Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Term (years) 8.40 8.40 8.40 8.40 Risk free rate 3.9% 3.9% 3.9% 3.9% Exercise price $15.0 $20.0 $30.0 $40.0 Volatility 56.0% 56.0% 56.0% 56.0% Capital expenditure forecast (in millions) $125.0 $250.0 $375.0 $500.0 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) unvested Stonepeak and Evolve unvested warrants at December 31, 2021: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $3.2 $2.4 $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) 9.40 9.40 9.40 9.40 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 90.7% 75.8% 63.8% 54.5% The following table presents the significant unobservable inputs and valuation methodologies at December 31, 2021 used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve warrants and securities purchase agreement to purchase shares of the Company’s common stock at the date of issuance of May 17, 2021: Series B Warrants Series C Warrants Series D Warrants Series E Warrants Series F Warrants Options Fair value (in millions) $12.8 $5.6 $4.8 $3.8 $3.2 $12.6 Valuation methodology Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Black Scholes Term (years) 10 10 10 10 10 7.50 Risk free rate 1.6% 1.6% 1.6% 1.6% 1.6% 1.4% Exercise price $10.0 $15.0 $20.0 $30.0 $40.0 $50.0 Volatility 55.0% 55.0% 55.0% 55.0% 55.0% 57.0% Capital expenditure forecast (in millions) N/A $125.0 $250.0 $375.0 $500.0 N/A Probability of warrants vesting 100.0% 96.9% 87.7% 78.2% 69.9% N/A |
Derivative Liability - Non-Cont
Derivative Liability - Non-Controlling Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 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 of Levo 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 of the redemption features are considered more akin to a debt instrument, and therefore, not considered to be clearly and closely related to the economic characteristics and risks of the redeemable preferred stock host instrument. The economic characteristics of the redemption features are considered more akin to debt instrument because the minimum redemption value could be greater than the face amount of the preferred stock, the redemption features are contingently exercisable, and the preferred stock 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 consolidated statements of operations Note 18 . The following table displays the fair value of derivatives by balance sheet line item: December 31, 2022 December 31, 2021 Other long term liabilities: Derivative liability - non-controlling redeemable preferred shares $ 359,225 $ 511,948 |
Investments
Investments | 12 Months Ended |
Dec. 31, 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 the years ended December 31, 2022 and December 31, 2021. In accordance with an advanced subscription agreement dated June 6, 2022, the Company invested $1.0 million in Switch, a nonpublic entity incorporated and registered in the United Kingdom through an advance subscription agreement for a future equity ownership expected to be more or less than 5% subject to final valuations. Switch will automatically award the Company the equity ownership with conversion shares in equity upon its completion of either a financing round, company sale or IPO, or dissolution event. The Company accounts for the investment as an investment in equity securities without a readily determinable fair value subject to impairment. The Company and Switch intend to collaborate in the future to integrate technologies for the advancement of V2G. |
Account Receivables, Net
Account Receivables, Net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Account Receivables, Net | Account Receivables, Net The following tables summarizes the Company's account receivables: As of December 31, 2022 2021 Trade receivables $ 1,180,528 $ 1,949,896 Less: allowance for doubtful accounts (58,834) (63,188) Accounts receivable, net $ 1,121,694 $ 1,886,708 Allowance for doubtful accounts: Balance December 31, 2020 $ — Provision — Write-off — Recoveries — Balance December 31, 2021 $ (63,188) Provision — Write-off 4,354 Recoveries — Balance December 31, 2022 $ (58,834) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table summarizes the Company’s inventories balance by category: As of December 31, 2022 2021 DC Chargers $ 9,248,398 $ 7,687,598 AC Chargers 123,247 232,920 Vehicles - School Buses 1,620,000 3,180,000 Others 560,186 17,670 Total $ 11,551,831 $ 11,118,188 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 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: Useful Lives As of December 31, 2022 2021 Computers & servers 1 year to 3 years $ 130,417 $ 105,499 Vehicles 5 years to 7 years 139,788 168,862 Office furniture and equipment 3 years to 5 years 326,613 161,771 DC Chargers (1) 5 years to 7 years 256,685 6,050 Total 853,503 442,182 Less: Accumulated Depreciation (216,559) (85,988) Property, plant and equipment, net $ 636,944 $ 356,194 As of December 31, 2022 2021 Depreciation expense $ 150,099 $ 27,280 __________________ |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets At both December 31, 2022 and 2021, the Company had recorded a gross intangible asset balance of $2,091,556, which is related to patent and intangible property rights acquired. Amortization expense of intangible assets were $139,437 for each of the years ended December 31, 2022 and 2021. Accumulated amortization totaled $749,916 and $610,480 at December 31, 2022 and 2021, respectively. The net amount of intangible assets of $1,341,640 at December 31, 2022, will be amortized over the weighted average remaining life of 9.8 years . Total estimated future amortization expense is as follows: 2023 $ 139,437 2024 139,437 2025 139,437 2026 137,770 2027 132,770 Thereafter 652,789 $ 1,341,640 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity As of December 31, 2022, the Company has authorized two classes of stock to be designated, respectively, common stock, and preferred stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000, of which 100,000,000 authorized shares are Common Stock with a par value of $0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $0.0001 per share (“Preferred Stock”). Preferred Stock The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. No preferred stock of Nuvve Holding have been issued and or are outstanding. Common Stock General : The voting, dividend, liquidation, conversion, and stock split rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote. Voting : Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company (as in effect at the time in question) (the “Bylaws”) and applicable law on all matters put to a vote of the stockholders of the Company. Dividends : Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, the holders of Common Stock shall be entitled to the payment of dividends when and as declared by the Board of Directors in accordance with applicable law and to receive other distributions from the Company. Any dividends declared by the Board of Directors to the holders of the then outstanding shares of Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend. Liquidation : Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, in the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding shares of Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder. Shelf Registration and At the Market Offering On April 25, 2022, the Company filed a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “SEC”) which will allow it to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $100.0 million. The shelf registration statement was declared effective on May 5, 2022. The Company believes that it will be able to raise capital by issuing securities pursuant to its effective shelf registration statement. On May 5, 2022, the Company entered into an at-the-market offering agreement ("Sales Agreement"), with Craig-Hallum Capital Group LLC and Chardan Capital Markets, LLC (the "Agents"). 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 3.0% of the gross sales price of all shares of common stock sold. Shares of common stock sold under the Sales Agreement are offered and sold pursuant to the Registration Statement described above. During the year ended December 31, 2022, the Company sold 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. The Sales Agreement terminated on its terms in June 2022. 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 (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 “July 2022 Warrants”) to purchase an aggregate of 4,000,000 shares of Common Stock in a registered direct offering (the “July 2022 Offering”). The offering closed on July 29, 2022. The offering price for the Shares, and accompanying July 2022 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 July 2022 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 July 2022 Warrant is exercisable for one share of Common Stock. The July 2022 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 July 2022 Warrants terminate five years from the initial exercisability date. The aggregate gross proceeds to the Company from the July 2022 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 used the net proceeds from the July 2022 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 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 July 2022 Offering was made pursuant to the Registration Statement, a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC on July 28, 2022, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. Placement Agency Agreement In connection with the July 2022 Offering, the Company also entered into a Placement Agency Agreement with the Placement Agent. Pursuant to the Placement Agency Agreement, the Company paid to the Placement Agent a fee equal to 6.0% of the gross proceeds received by the Company in the July 2022 Offering in the form of cash. Warrants - Stonepeak and Evolve On May 17, 2021, in connection with the signing of a letter of agreement, relating to the formation of Levo (the "Letter Agreement"), the Company issued to Stonepeak and Evolve ten years 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 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 sheet at fair value, with changes in fair value recorded in the consolidated statement of operations as the unvested warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details. • 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. Under the terms of the Letter Agreement, Stonepeak and Evolve will fund acquisition and construction costs up to an aggregate conditional capital commitment of $750 million. Stonepeak and Evolve will have the option to upsize their conditional capital commitments when Levo has entered into contracts with third parties for $500 million in aggregate conditional capital expenditures. See Note 19 of our 2021 Form 10-K/A for further description of the terms of the capital commitment with Stonepeak and Evolve. Warrants - Public and Private In connection with its initial public offering on February 19, 2020, Newborn sold 5,750,000 units, which included one warrant to purchase Newborn’s common stock (the “Public Warrants”). Also, on February 19, 2020, NeoGenesis Holding Co., Ltd., Newborn’s sponsor (“the Sponsor”), purchased an aggregate of 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. Each of the Public Warrants and Private Warrants entitles the holder to purchase one-half of a share of Nuvve’s Common Stock at a price of $11.50 per share. The term of the warrants commenced on March 19, 2021, the date of completion of the Business Combination, and expire on March 19, 2026. The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants during the 30 day redemption period. If the Company decides to redeem the warrants as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement ( Note 2 ), on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 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 ( Note 2 ), 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. Because the Private Warrants have dissimilar terms with respect to the Company’s redemption rights depending on the holder of the Private Warrants, the Company determined that the Private Warrants are required to be carried as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. The Private Warrant is reflected as a liability in the consolidated balance sheet as of December 31, 2022 and December 31, 2021 in the amount of $2,000 and $866,000 respectively, and the change in the fair value of the Private Warrant for the year ended December 31, 2022 and December 31, 2021 of is reflected as a gain of $864,000 and $387,228 respectively, in the consolidated statements of operations. The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at December 31, 2022: Number of Number of Warrants Exercised 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 1,850,000 — $0.0001 Until Exercised in Full Institutional/Accredited Investor Warrants 4,000,000 — 4,000,000 $3.75 January 29, 2028 16,215,000 1,850,000 12,365,000 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. Put Option On March 19, 2021, the Closing Date of the Business Combination, EDF Renewables exercised its put option on the Company’s common shares held by them (see Note 2 ). As a result, on April 26, 2021, the Company reacquired 134,449 shares of the Company's Common Stock from EDF Renewables for $2,000,000 in cash, at a price per share of approximately $14.87 (the average closing price over the five trading days preceding the date of exercise). P ursuant to a letter agreement dated April 23, 2021, the Company’s Chief Executive Officer and Chief Operating Officer, purchased from Nuvve the 134,499 shares at $14.87 per share or a total of approximately $2,000,000 d uring the year ended December 31, 2022. Securities Purchase Agreement On May 17, 2021, in connection with the signing of a Letter Agreement relating to the formation of a venture, Levo, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provides them from time to time between November 13, 2021 and November 17, 2028, with the option in their sole discretion, to purchase up to an aggregate of $250 million in shares of the Company’s common stock at a purchase price of $50.00 per share (allocated 90% to Stonepeak and 10% to Evolve). The grant-date fair value of the options to purchase shares of the Company’s common stock was $12.6 million, and is recorded in the consolidated balance sheets 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. The SPA includes customary representations and warranties and closing conditions and customary indemnification provisions. In addition, Stonepeak and Evolve may elect to purchase shares under the SPA on a cashless basis in the event of a change of control of the Company. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Plan | Stock-Based Compensation In 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provides for the grant of restricted stock awards, stock options, and other share-based 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 December 31, 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 year contractual life and vesting terms of four years. In general, vested options expire if not exercised at termination of service. As of December 31, 2022, a total of 714,529 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 are as follows: Years Ended December 31, 2022 2021 Options $ 2,634,486 $ 2,643,242 Restricted stock 2,395,580 1,514,120 Total $ 5,030,066 $ 4,157,362 The Company uses the Black-Scholes 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 option pricing model to calculate the fair value of stock options granted for the year ended December 31, 2022 the 2020 Plan. 2020 Plan Expected life of options (in years) (1) 6.1 Dividend yield (2) 0 % Risk-free interest rate (3) 2.75 % Volatility (4) 56.2 % __________________ (1) 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 the Reverse Recapitalization, for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,035,035 3.21 5.90 5,688,501 Granted — — — — Exercised (59,729) 2.09 — — Forfeited (61,289) 7.84 — — Expired/Cancelled (60,510) 4.44 — — Outstanding - December 31, 2022 853,507 2.91 5.70 — Options Exercisable at December 31, 2022 797,393 2.57 4.44 — Option Vested at December 31, 2022 797,393 2.57 4.44 — There were no options granted during the year ended December 31, 2022. The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,602,850 13.18 9.27 46,920 Granted 352,400 4.36 $ — — Exercised — — — — Forfeited (241,326) 10.04 — — Expired/Cancelled (2,812) 8.25 — — Outstanding - December 31, 2022 1,711,112 11.71 8.46 — Options Exercisable at December 31, 2022 — — — — Option Vested at December 31, 2022 609,022 13.38 8.17 — The weighted-average grant-date fair value of options granted during the year ended December 31, 2022 was $2.35. During the year ended December 31, 2021, 1,640,000 options were modified to lower the exercise price by $0.60 per share, which will result in $246,000 of incremental compensation cost to be recognized over the remaining vesting period. The amount of additional compensation expense for the year ended December 31, 2022 and December 31, 2021, respectively, was $68,049 and $62,449, respectively. Other Information: Years Ended December 31, 2022 2021 Amount received from option exercised $ 245,748 $ 576,528 December 31, 2022 Weighted average remaining recognition period Total unrecognized options compensation costs $ 6,195,461 2.55 No amounts relating to the 2010 Plan or 2020 Plan have been capitalized. A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2021, and changes during the year ended December 31, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 353,817 11.00 Granted 503,390 3.07 Vested/Release (398,492) 6.12 Cancelled/Forfeited (22,456) 8.72 Nonvested and Outstanding at December 31, 2022 436,259 6.43 As of December 31, 2022, there was $1,830,932 of total unrecognized compensation cost related to nonvested restricted stock. The Company expects to recognize this compensation cost over a remaining weighted-average period of approximately 1.04 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before taxes includes the following components: Years Ended December 31, 2022 2021 United States $ (22,719,272) $ (74,262,131) Foreign (1,837,434) (354,181) Total income (loss) before income taxes (24,556,706) (74,616,312) Income tax expense is summarized as follows: Years Ended December 31, 2022 2021 Federal $ — $ — State 800 1,000 Current income tax expense 800 1,000 Federal — — State — — Deferred income tax expense $ — $ — Income tax expense $ 800 $ 1,000 The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 21% to loss before taxes is as follows: Years Ended December 31, 2022 2021 Federal income tax benefit at statutory federal tax rate $ (5,160,372) $ (15,669,426) State income tax, net of federal benefit (823,890) (776,843) Noncontrolling interest 113,157 449,037 Stock compensation 624,065 452,444 Change in fair value of warrants (2,517,157) 65,604 162(m) excess compensation — 237,247 Change in valuation allowance 7,666,631 9,413,411 Finance costs 54,802 5,643,259 Other 43,564 186,267 Income tax expense $ 800 $ 800 $ 1,000 Significant components of the Company’s deferred tax assets (liabilities) are as follows: Years Ended December 31, 2022 2021 Equity investment $ (489,911) $ (576,523) Accrued liabilities and other 1,118,256 1,007,644 Right-of-use assets (1,246,870) (845,240) Lease liabilities 1,389,893 845,240 Research and experimental expenditures 1,507,144 — Net operating losses 15,772,670 9,953,429 Net deferred tax assets (liabilities) before valuation allowance 18,051,182 10,384,550 Valuation allowance (18,051,182) (10,384,550) Net deferred tax assets (liabilities) $ — $ — A s of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $59,202,000 and state net operating loss carryforwards of approximately $28,125,000. Of the federal net operating loss carryforwards, $3,070,000 will begin to expire in 2034, and the remainder do not expire. The state net operating loss carryforwards will begin to expire in 2034. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company believes that there has not been a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects that it will be able to utilize these tax attributes. A valuation allowance of $18,051,182 as of December 31, 2022, has been established against the Company’s deferred tax assets as is more likely than not such assets will be realized. The valuation allowance increased by $7,666,632 during the year ended December 31, 2022. In assessing if the deferred tax assets will be realized, the Company considers whether it is probable that some or all of the deferred tax assets will not be realized. In determining whether the deferred taxes are realizable, the Company considers the period of expiration of the tax asset, historical and projected taxable income, and tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances are provided to reduce the amounts of deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. As of December 31, 2022, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company does not anticipate material unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income tax as well as various states income tax. The Company’s income tax returns are open to audit under the statute of limitations for the years ended December 31 , 2019 through 2023. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2022 2021 Net loss attributable to Nuvve Holding Corp. common stockholders $ (24,928,377) $ (72,842,401) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 20,971,896 16,654,495 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (1.19) $ (4.37) The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti-dilutive: Years Ended December 31, 2022 2021 Stock options issued and outstanding 2,604,927 2,424,410 Nonvested restricted stock issued and outstanding 958,273 709,263 Public warrants 2,875,000 3,033,548 Private warrants 136,250 143,764 PIPE warrants 1,353,750 1,428,405 Stonepeak and Evolve warrants 6,000,000 5,029,412 Stonepeak and Evolve options 5,000,000 4,191,176 Institutional/Accredited Investor Warrants 1,698,630 — Total 20,626,830 16,959,978 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 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. The consulting services were zero fo r the years ended December 31, 2022 and December 31, 2021. During the year ended December 31, 2022, the Company recognized re venue of $40,500 from an entity that is a stockholder of the Company . During the year ended December 31, 2021, the Company recognized revenue of $399,620 from the same entity that is a stockholder in the Company. The Company had a balance of accounts receivable of zero each at December 31, 2022 and December 31, 2021, from the same entity that is an investor in the Company. Equity Purchase |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 2031 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs. On May 16, 2021, the Company entered into a ten year lease for an additional 10,250 rentable square feet for its main office facilities in San Diego, California. The lease terms include 3% annual fixed increases in the base rental payment. Also, the lease required the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The lease term commenced in December 2021. The monthly base rent will be abated for the second through and including the eleventh full calendar months of the term and the Company's pro rata share of certain operating expenses will be abated for the first twelve full calendar months of the lease term starting with the second month of the lease term. The Company was required to provide an irrevocable, unconditional letter of credit in the amount of $380,000 to the landlord upon execution of the lease, and this amount is recorded as restricted cash. The lease has been classified as an operating lease and included in the lease tables and the related disclosures below. On November 3, 2021, the Company entered into an amendment of its Main Office Lease to include an additional 4,811 rentable square feet in the suite adjoining its main office facilities in San Diego, California. The lease term will run concurrently with the main office lease which commenced in December 2021. The lease terms include 3% annual fixed increases in the base rental payment. The lease also requires the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The lease term commenced on April 15, 2022, and the Company will receive two months of rental abatement to the base rent. The Company was required to provide an additional letter of credit in the amount of $100,000 to the landlord upon commencement of the lease, and this amount is recorded as restricted cash. In July 2022, the Company entered into a lease agreement in Westland, Michigan for 10,000 square feet of warehouse space for the purpose of having its own controlled warehouse facility for its finished inventories. The term of the lease is 36 months with a fixed rent of $5,625 per month. There is an option to renew the lease for an additional 36 months, and it is probable that the Company will exercise the renewal option. There is no option to purchase the premises at lease termination. Supplemental consolidated balance sheet information related to leases is as follows: Classification December 31, 2022 December 31, 2021 Operating lease assets Right-of-use operating lease assets $ 5,305,881 $ 3,483,042 Finance lease assets Property and equipment, net 18,467 25,664 Total lease assets $ 5,324,348 $ 3,508,706 Operating lease liabilities - current Operating lease liabilities - current $ 824,326 41,513 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 5,090,170 3,441,642 Finance lease liabilities - current Other liabilities - current 7,184 7,634 Finance lease liabilities - noncurrent Other long-term liabilities 12,959 18,860 Total lease liabilities $ 5,934,639 $ 3,509,649 The components of lease expense are as follows: Year Ended December 31, Year Ended December 31, Classification 2022 2021 Operating lease expense Selling, general and administrative $ 811,082 $ 219,712 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 5,594 2,998 Interest on finance lease liabilities Interest expense 2,248 3,636 Total lease expense $ 818,924 $ 226,346 Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2022 December 31, 2022 2023 $ 860,418 $ 7,184 2024 892,212 7,184 2025 893,046 7,184 2026 921,273 1,796 2027 946,683 — Thereafter 3,798,554 — Total lease payments 8,312,186 23,348 Less: interest (2,397,690) (3,205) Total lease liabilities $ 5,914,496 $ 20,143 Lease term and discount rate: December 31, 2022 December 31, 2021 Weighted-average remaining lease terms (in years): Operating lease 9.0 9.9 Finance lease 3.3 4.5 Weighted-average discount rate: Operating lease 7.8% 7.8% Finance lease 7.8% 7.8% Other Information: Years Ended December 31, Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 202,844 $ 100,292 Operating cash flows from finance leases related to interest expense $ 2,248 $ 3,636 Financing cash flows from finance leases $ 9,691 $ 5,839 Leased assets obtained in exchange for new finance lease liabilities $ 18,467 $ 25,664 Leased assets obtained in exchange for new operating lease liabilities $ — $ — Sublease In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company's 4,811 square foot expansion. The term of the sublease is six months to twelve months with fixed base rental income ranging from $2,250 to $14,500 per month. The sublease has no option for renewal or extension at the end of the sublease term. Sublease income are as follows: Year Ended December 31, Year Ended December 31, Classification 2022 2021 Sublease lease income Other, net $ 143,192 $ — Lessor In 2022, the Company entered into a 10 years master services agreement ("MSA") with a certain school district for FaaS to electrify their school bus fleet. A statement of work (“SOW”) for engineering, procurement and construction ("EPC") was also executed in conjunction with the MSA. As part of this SOW, the Company will provide electric vehicle supply equipment ("EVSE") and related warranties, infrastructure engineering and construction, installation of EVSE, and subscription services to Nuvve’s V2G GIVe platform. The MSA has both lease and non-lease components. The lease component is the EVSE and non-lease components are the EPCs. The Company accounted for the lease components as a sale-type lease with the investment in lease of $97,054 at December 31, 2022 . Lease income are as follows: Year Ended December 31, Year Ended December 31, Classification 2022 2021 Lease income Products and services $ 99,981 $ — Interest income Products and services 3,341 — Total lease income $ 103,322 $ — |
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 2031 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs. On May 16, 2021, the Company entered into a ten year lease for an additional 10,250 rentable square feet for its main office facilities in San Diego, California. The lease terms include 3% annual fixed increases in the base rental payment. Also, the lease required the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The lease term commenced in December 2021. The monthly base rent will be abated for the second through and including the eleventh full calendar months of the term and the Company's pro rata share of certain operating expenses will be abated for the first twelve full calendar months of the lease term starting with the second month of the lease term. The Company was required to provide an irrevocable, unconditional letter of credit in the amount of $380,000 to the landlord upon execution of the lease, and this amount is recorded as restricted cash. The lease has been classified as an operating lease and included in the lease tables and the related disclosures below. On November 3, 2021, the Company entered into an amendment of its Main Office Lease to include an additional 4,811 rentable square feet in the suite adjoining its main office facilities in San Diego, California. The lease term will run concurrently with the main office lease which commenced in December 2021. The lease terms include 3% annual fixed increases in the base rental payment. The lease also requires the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The lease term commenced on April 15, 2022, and the Company will receive two months of rental abatement to the base rent. The Company was required to provide an additional letter of credit in the amount of $100,000 to the landlord upon commencement of the lease, and this amount is recorded as restricted cash. In July 2022, the Company entered into a lease agreement in Westland, Michigan for 10,000 square feet of warehouse space for the purpose of having its own controlled warehouse facility for its finished inventories. The term of the lease is 36 months with a fixed rent of $5,625 per month. There is an option to renew the lease for an additional 36 months, and it is probable that the Company will exercise the renewal option. There is no option to purchase the premises at lease termination. Supplemental consolidated balance sheet information related to leases is as follows: Classification December 31, 2022 December 31, 2021 Operating lease assets Right-of-use operating lease assets $ 5,305,881 $ 3,483,042 Finance lease assets Property and equipment, net 18,467 25,664 Total lease assets $ 5,324,348 $ 3,508,706 Operating lease liabilities - current Operating lease liabilities - current $ 824,326 41,513 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 5,090,170 3,441,642 Finance lease liabilities - current Other liabilities - current 7,184 7,634 Finance lease liabilities - noncurrent Other long-term liabilities 12,959 18,860 Total lease liabilities $ 5,934,639 $ 3,509,649 The components of lease expense are as follows: Year Ended December 31, Year Ended December 31, Classification 2022 2021 Operating lease expense Selling, general and administrative $ 811,082 $ 219,712 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 5,594 2,998 Interest on finance lease liabilities Interest expense 2,248 3,636 Total lease expense $ 818,924 $ 226,346 Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2022 December 31, 2022 2023 $ 860,418 $ 7,184 2024 892,212 7,184 2025 893,046 7,184 2026 921,273 1,796 2027 946,683 — Thereafter 3,798,554 — Total lease payments 8,312,186 23,348 Less: interest (2,397,690) (3,205) Total lease liabilities $ 5,914,496 $ 20,143 Lease term and discount rate: December 31, 2022 December 31, 2021 Weighted-average remaining lease terms (in years): Operating lease 9.0 9.9 Finance lease 3.3 4.5 Weighted-average discount rate: Operating lease 7.8% 7.8% Finance lease 7.8% 7.8% Other Information: Years Ended December 31, Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 202,844 $ 100,292 Operating cash flows from finance leases related to interest expense $ 2,248 $ 3,636 Financing cash flows from finance leases $ 9,691 $ 5,839 Leased assets obtained in exchange for new finance lease liabilities $ 18,467 $ 25,664 Leased assets obtained in exchange for new operating lease liabilities $ — $ — Sublease In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company's 4,811 square foot expansion. The term of the sublease is six months to twelve months with fixed base rental income ranging from $2,250 to $14,500 per month. The sublease has no option for renewal or extension at the end of the sublease term. Sublease income are as follows: Year Ended December 31, Year Ended December 31, Classification 2022 2021 Sublease lease income Other, net $ 143,192 $ — Lessor In 2022, the Company entered into a 10 years master services agreement ("MSA") with a certain school district for FaaS to electrify their school bus fleet. A statement of work (“SOW”) for engineering, procurement and construction ("EPC") was also executed in conjunction with the MSA. As part of this SOW, the Company will provide electric vehicle supply equipment ("EVSE") and related warranties, infrastructure engineering and construction, installation of EVSE, and subscription services to Nuvve’s V2G GIVe platform. The MSA has both lease and non-lease components. The lease component is the EVSE and non-lease components are the EPCs. The Company accounted for the lease components as a sale-type lease with the investment in lease of $97,054 at December 31, 2022 . Lease income are as follows: Year Ended December 31, Year Ended December 31, Classification 2022 2021 Lease income Products and services $ 99,981 $ — Interest income Products and services 3,341 — Total lease income $ 103,322 $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. (b) Research Agreement Effective September 1, 2016, the Company is party to a research agreement with a third party, which is also a Company stockholder, whereby the third party will perform research activity as specified annually by the Company. Under the terms of the agreement, the Company paid a minimum of $400,000 annually in equal quarterly installments. For each of the years ended December 31, 2022 and 2021, $400,000 was paid under the research agreement. At December 31, 2022, we have $266,667 remaining to be paid under a renewed agreement. (c) In-Licensing The Company is a party to a licensing agreement for non-exclusive 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 December 31, 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 right, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $500,000 and the Company's common shares valued at $1,491,556. The total acquisition cost of $1,991,556 was capitalized and is being amortized over the fifteen years 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 December 31, 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, Nuvve issued a purchase order (“PO”) to its supplier for a quantity of DC Chargers, for a total price of $13.2 million , with the delivery date specified as the week of November 15, 2021. However, the supplier subsequently notified Nuvve that it would be unable to meet the contracted delivery date as a result of supply chain issues. The parties therefore agreed to change the delivery date to on or about December 15, 2021. As of the end of December 31, 2021, Nuvve received a partial shipment of the DC Chargers, for which Nuvve paid $6.3 million . The delivered DC Chargers did not fully conform to required software and hardware specifications. In April 2022, the parties agreed to address the technical issues necessary to bring the DC charges into full conformity with specifications, and to amend the mix defined in the original PO for the delivery of the remaining DC Chargers still subject to the original PO. As of December 31, 2022, the supplier is still in the process of bringing the delivered DC Chargers into full conformance. No amendments to the original PO have been executed. To the extent Nuvve and the supplier are unable to align on mutually agreeable terms to resolve the dispute relating to the PO, Nuvve believes it has no obligation to purchase or accept delivery against the PO given that the supplier failed to timely deliver conforming DC Chargers in accordance with the stated PO terms. The supplier asserts, however, that the original PO was non-cancellable 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 intends to 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 | 12 Months Ended |
Dec. 31, 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 consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s consolidated Balance Sheets. The primary components of non-controlling interests are separately presented in the Company’s 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 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 December 31, 2022, Levo had cumulative unpaid accrued preferred dividends of $326,606 on 3,138 issued and outstanding shares of Series B Preferred Stock. Series B Preferred Stock is not a participating or convertible securities. Series B Preferred Stock is not currently redeemable but it could be redeemable with the passage of time at the election of Levo or the preferred shareholders or upon the occurrence of a trigger event as defined in the preferred stock agreement. Since the redeemable preferred stock may be redeemed by the preferred shareholders or upon the occurrence of a trigger event that is not solely within the control of Levo, but is not mandatorily redeemable; therefore, based on its characteristics, Levo has classified the Series B Preferred Stock as mezzanine equity. At December 31, 2022, Series B Preferred Stock consisted of the following: Shares Authorized Shares 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 $ 326,606 $ 3,464,606 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 carrying value of $2,640,394. Levo is accreting the difference between the adjusted carrying initial value and the redemption price value over the seven-year 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. As of December 31, 2022, Levo has accreted $645,866 resulting in the carrying value of the redeemable preferred stock of $3,547,765. The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s consolidated balance sheets: December 31, 2022 December 31, 2021 Add: net loss attributable to non-controlling interests $ (538,841) (2,138,272) Less: dividends paid or accrued to non-controlling interests 263,846 101,856 Less: Preferred share accretion adjustment 645,866 261,505 Non-controlling interests $ (1,448,553) $ (2,501,633) The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s consolidated statements of operations: December 31, 2022 December 31, 2021 Net loss attributable to non-controlling interests $ (538,841) $ (2,138,272) Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity December 31, 2022 December 31, 2021 Beginning balance $ 2,901,899 $ — Beginning redemption value (at fair value) — 3,138,000 Less: Non-controlling redeemable preferred shares - embedded derivatives — 497,606 Adjusted initial carrying value 2,901,899 2,640,394 Preferred share accretion adjustment 645,866 261,505 Ending balance $ 3,547,765 $ 2,901,899 Profits Interests Units (Class D Incentive Units) In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation – Stock Compensation 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 vest as follows: (i) 80% of the Incentive Units will vest in equal 25% installments on each of the first four (4) anniversaries of the grant date (such that 80% of the total number of Incentive Units issued to the grantee hereunder will be vested on the fourth anniversary of the Grant Date) and (ii) the remaining 20% of the Incentive Units will vest upon a Change of Control. Therefore, the expenses recorded will only reflect the 80% vesting portion. During the year ended December 31, 2022, the Company recorded compensation expense, included in selling, general, and administrative, under the Profits Interests of $445,479 . The Company uses the 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 year ended December 31, 2022. Class D Units Expected life of Class D Incentive Units (in years) (1) 5.5 Risk-free interest rate (2) 3.02 % Volatility (3) 69.50 % __________________ (1) 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 year ended December 31, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 — — Granted 250,000 13.28 Vested — — Cancelled — — Nonvested and Outstanding at December 31, 2022 250,000 13.28 As of December 31, 2022, there was $1,991,555 of total unrecognized compensation cost related to nonvested Class D Incentive Units. The Company expects to recognize this compensation cost over a remaining weighted-average period of approximately 3.3 years. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events January 2023 ATM Offering Program On January 31, 2023, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”), as the sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of its common stock (the “Shares”), having an aggregate offering price of up to $25,000,000. The Company will pay the Agent a commission of 3.0% of the aggregate gross sales prices of the Shares. The Company reimbursed the Agent for fees and disbursements of its legal counsel in the amount of $50,000. In January and February 2023, we sold 78,638 shares of common stock pursuant to the ATM Agreement at an average price of $1.79 per share for aggregate net proceeds of approximately $0.1 million . February 2023 Registered Direct Offering On February 17, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with a certain institutional and accredited investor, relating to the issuance and sale of 543,478 shares of common stock in a registered direct offering (the “February 2023 Offering”). The offering price for the shares was $0.92 per share of common stock. The closing of the February 2023 Offering occurred on February 21, 2023. The aggregate gross proceeds from the February 2023 Offering was approximately $0.5 million. Chardan Capital Markets LLC acted as the placement agent for the February 2023 Offering and received a sales commission of 3.0% of the gross proceeds. Sale of Switch Investment On March 30, 2022, th e Company sold its investment interest in Switch for $1.3 million. The company had invested $1.0 million in Switch for an advanced subscription agreement dated June 6, 2022. See Note 6 for further details. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Business Combination between Newborn, a Special Purpose Acquisition Company (“SPAC”), the Company, prior to the Business Combination a wholly owned subsidiary of Newborn, and Nuvve Corp., prior to the Business Combination a privately held operating company, pursuant to which the Company acquired the outstanding shares of Nuvve Corp. (see Business Combination below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Newborn was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nuvve Corp. issuing stock for the net assets of Newborn, accompanied by a recapitalization. The net assets recorded from Newborn are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Nuvve Corp. The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated to reflect the exchange ratio established in the Business Combination. In accordance with the related Going Concern accounting standards, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the that the consolidated financial statements are issued. Since inception, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $117.0 million and $92.9 million as of December 31, 2022 and December 31, 2021, respectively . During the years ended December 31, 2022 and December 31, 2021 , the Company incurred an operating loss of $36.9 million and $27.2 million, respectively, and used $34.1 million and $29.2 million, respectively, of cash in operations. The Company continues to expect to generate operating losses and negative cash flows and may need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company's GIVe platform and the achievement of a level of revenues adequate to support its cost structure. Management plans to fund current operations through increased revenues and if required cash saving measures and or raising additional capital. Management's expectations with respect to the Company’s ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows could be higher than currently anticipated. Should this occur, management plans to implement cash saving measures during this time period, including reductions in discretionary expenses related to consultants, travel, personnel, and personnel-related costs. If necessary, management believes it can raise additional capital through its at-the-market offering agreement. However, as such plans are not solely within management’s control management cannot conclude as of the date of this filing that the plans are probable of being successfully implemented and as such has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Principles of Consolidation | Principles of ConsolidationThe 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 at risk lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo's common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non-controlling interest for the share of the entity owned by Stonepeak and Evolve. Assets and Liabilities of Consolidated VIEs The Company's consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net loss attributable to non-controlling interests" in the consolidated statements of operations and "Non-controlling interests" in the 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 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. (d) Non-controlling interests The Company presents non-controlling interests as a component of equity on its 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 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 consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s consolidated Balance Sheets. The primary components of non-controlling interests are separately presented in the Company’s 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 consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests. |
Profits Interests Units (Class D Incentive Units) | 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 |
Business Combination | Business Combination The Company is party to a merger agreement (as amended, the “Merger Agreement”), dated as of November 11, 2020 and amended as of February 20, 2021, by and among Newborn, a Cayman Islands company, the Company, a Delaware corporation and prior to the Business Combination a wholly owned subsidiary of Newborn, Nuvve Merger Sub Inc., a Delaware corporation and prior to the Business Combination a wholly-owned subsidiary of the Company (the “Merger Sub”), Nuvve Corp., a Delaware corporation, and Ted Smith, an individual, as the representative of the stockholders of Nuvve Corp. On March 16, 2021, Newborn held an extraordinary general meeting of its shareholders, at which Newborn’s shareholders approved the Business Combination, along with certain other related proposals. On March 19, 2021 (the “Closing Date”), the parties consummated the Business Combination. Pursuant to the Merger Agreement, the Business Combination was effected in two steps: (i) Newborn reincorporated to the State of Delaware by merging with and into the Company, with the Company surviving as the publicly-traded entity (the “Reincorporation Merger”); and (ii) immediately after the Reincorporation Merger, Merger Sub merged with and into Nuvve, with Nuvve surviving as a wholly-owned subsidiary of the Company (the “Acquisition Merger”). Immediately prior to the effectiveness of the Reincorporation Merger and the Acquisition Merger, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, pursuant to which, among other things, the Company changed its name to “Nuvve Holding Corp.” and adopted certain other changes that the Company’s Board of Directors deemed appropriate for an operating public company. In connection with the entry into the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements (the “Subscription Agreements”) with certain accredited Private Investment in Public Equity investors (the “PIPE Investors”), under which, immediately before the closing of the Business Combination, the PIPE Investors purchased 1,425,000 ordinary shares of Newborn, at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000 in a private placement (the “PIPE”). The PIPE Investors also received warrants to purchase 1,353,750 ordinary shares of Newborn (the “PIPE Warrants”) that were identical to Newborn’s other outstanding warrants. Also, on November 11, 2020, Nuvve Corp. entered into a bridge loan agreement with an accredited investor, under which, on November 17, 2020, the investor purchased a $4,000,000 6% Senior Secured Convertible Debenture from Nuvve Corp. (the “Bridge Loan”), which automatically converted into shares of Nuvve Corp.’s common stock immediately before the closing of the Business Combination. Upon the closing of the Reincorporation Merger, each of Newborn’s outstanding units was automatically separated into its constituent securities, and Newborn’s outstanding securities (including the Newborn ordinary shares and Newborn warrants purchased by the PIPE Investors) were converted into a like number of equivalent securities of the Company, except that each of Newborn’s rights was converted automatically into one-tenth of one share of the Company’s common stock in accordance with its terms. Upon the closing of the Acquisition Merger, each share of Nuvve Corp.’s common stock outstanding immediately prior to the effective time of the Acquisition Merger (including the shares issued upon conversion of Nuvve Corp.’s preferred stock and upon conversion of the Bridge Loan as described above) automatically was converted into approximately 0.212403050 shares (the “Closing Exchange Ratio”) of the Company’s common stock, for an aggregate of 9,122,996 shares of the Company’s common stock. Each outstanding option to purchase Nuvve Corp.’s common stock (“Nuvve Options”) was assumed by the Company and converted into an option to purchase a number of shares of the Company’s common stock equal to the number of shares of Nuvve Corp.’s common stock subject to such option immediately prior to the effective time multiplied by the Closing Exchange Ratio, for an aggregate of 1,303,610 shares of the Company’s common stock, at an exercise price equal to the exercise price immediately prior to the effective time divided by the Closing Exchange Ratio. The Closing Exchange Ratio was determined by taking (i) a number of shares of the Company’s common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $10.00 per share, and dividing it by (ii) the sum of (x) the total number of shares of Nuvve Corp.’s common stock outstanding as of immediately prior to closing (including the shares issued upon conversion of Nuvve Corp.’s preferred stock, but excluding the shares issued upon conversion of the Bridge Loan) and (y) the total number of shares of Nuvve Corp.’s common stock issuable upon exercise of Nuvve Options outstanding immediately prior to the closing. The “Closing Merger Consideration” was determined by taking $100,000,000, subtracting the amount of Nuvve Corp.’s indebtedness for borrowed money as of the closing of the Acquisition Merger (excluding Payroll Protection Program loans eligible for forgiveness), which was zero, and adding the aggregate exercise price of the Nuvve Options outstanding as of the date of the Merger Agreement or granted prior to the closing of the Acquisition Merger, which was $4,265,785. Additionally, the former stockholders of Nuvve Corp. would have been entitled to receive up to 4.0 million earn-out shares of the Company’s common stock if, for the year ended December 31, 2021, the Company’s revenue equaled or exceeded $30,000,000. The former Nuvve Corp. stockholders would have been entitled to a portion of the earn-out shares only if they continued to hold their shares of the Company’s common stock received in the Acquisition Merger through the earn-out payment date. As the Company's target revenue of $30,000,000 for the year ended December 31, 2021, was not met, the former stockholders of Nuvve Corp. were not entitled to receive up to the 4.0 million earn-out shares of the Company’s common stock. Pursuant to a purchase and option agreement, dated as of November 11, 2020 (the “Purchase and Option Agreement”), between the Company and EDF Renewables, Inc. (“EDF Renewables”), a former stockholder of Nuvve Corp. and the owner of more than 5% of the Company’s common stock, immediately after the closing, the Company repurchased 600,000 shares of the Company’s common stock from EDF Renewables at a price of $10.00 per share. In addition, on the Closing Date, EDF Renewables exercised its option to sell an additional $2,000,000 of shares of the Company’s common stock back to the Company at a price per share of $14.87 (the average closing price over the five preceding trading days). The share repurchase was completed on April 26, 2021 (see Note 11 ). P ursuant to a letter agreement dated April 23, 2021, the Company’s Chief Executive Officer and Chief Operating Officer committed to purchase from the Company, and the Company committed to sell to them, 134,499 shares of the Company’s common stock for $14.87 per share or a total of $2,000,000 . As of June 30, 2022, Nuvve's Chief Executive Officer and Chief Operating Officer had fulfilled their obligations and had purchased from Nuvve a total of 134,499 shares of the Company’s common stock for $14.87 per share or a total of approximately $2,000,000 . As agreed between the parties to the Merger Agreement, immediately following the closing of the Acquisition Merger, the Company’s board of directors consisted of seven directors. A majority of the directors qualified as independent directors under rules of Nasdaq. In Newborn’s initial public offering, Newborn issued 5,750,000 units at $10.00 per unit. Each unit issued in the initial public offering consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Public Warrant”), and one right automatically convertible into one-tenth of an ordinary shares upon completion of an initial business combination. Concurrently with the initial public offering, Newborn sold to its sponsor 272,500 units at $10.00 per unit in a private placement. Each unit in the private placement consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Private Warrant”), and one right automatically convertible into one-tenth of an ordinary share upon completion of an initial business combination. Newborn received net proceeds of approximately $57,989,380 from the public and private units. Upon closing of the initial public offering and the private placement, $57,500,000 was placed by Newborn in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). On the Closing Date of the Business Combination, the balance in the Trust Account was $58,471,961. After the closing of the Business Combination, and other transactions described above, including payment of $18,630 for redemptions of ordinary shares by Newborn stockholders, payment of transaction costs of $3,702,421, repayment of loans made by Newborn’s sponsor to Newborn of $487,500, repurchase of $6,000,000 in common shares held by EDF Renewables, and transfer into an escrow account with Silicon Valley Bank of $495,000 to cover the balance of the Company’s PPP Loan payable, the Company received total net proceeds from the Trust Account in cash of $47,768,410. Also on March 19, 2021, the PIPE closed, and the Company received cash proceeds, net of $2,500 of transaction costs, of $14,247,500. |
Emerging Growth Company | Emerging Growth CompanySection 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay adoption of new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt-out 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 on-going impact of the novel coronavirus pandemic (COVID-19) continues to negatively impacted the global economy, although to a lesser extent than in prior years. However, the Company continues to monitor COVID-19 closely but, at this time, is unable to predict how COVID-19 will impact its business, operating results, cash flows and financial condition in 2023. In addition to any direct impact on the Company's business, it is reasonably possible that the estimates made by management in preparing its 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. |
Warrants | Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity . If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. |
Foreign Currency Matters | Foreign Currency Matters For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S. dollar. All local foreign currency asset and liability amounts are remeasured into U.S. dollars at balance sheet date exchange rates, except for inventories, prepaid expenses, and property, plant, and equipment, which are remeasured at historical rates. Foreign currency revenue and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which are remeasured at historical exchange rates. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the consolidated statements of operations. The financial position and results of operations of the Company’s non-U.S. dollar functional currency subsidiary, Nuvve Denmark, are measured using the subsidiary’s local currency as the functional currency. The Company translates the assets and liabilities of Nuvve Denmark into U.S. dollars using exchange rates in effect at the balance sheet date. Revenues and expenses for the subsidiary are translated using rates that approximate those in effect during the period. The resulting translation gain and loss adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income (loss) within stockholders’ equity in the consolidated balance sheets. Foreign currency translation adjustments are included in other comprehensive income in the consolidated statements of operations and comprehensive loss. |
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 irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The total amount securing the letter of credit and recorded as restricted cash as of December 31, 2022 and December 31, 2021 was $480,000 and $380,000, respectively . |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of payments due from customers under the Company’s contracts with customers. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, assessment of their credit history, and review of the invoicing terms of the contract. The Company maintains an allowance for doubtful accounts for potential credit losses on customer accounts when deemed necessary. Based on the analysis, the Compa ny recorded an allowance for doubtful accounts as o |
Concentrations of Credit Risk | Concentrations of Credit Risk At December 31, 2022 and 2021, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the years ended December 31, 2022 and 2021, one customer accounted for 32.1%, and one customer accounted for 12.4% of total revenue, respectively. During the years ended December 31, 2022 and 2021, the Company's top five customers accounted for approximately 54.7% and 44.0%, respectively, o f the Company’s total revenue. At December 31, 2022, three customers in aggregate accounted for 40.6% of accounts receivable. At December 31, 2021, two customers in aggregate accounted for 32.2% of accounts receivable. Approximately 53.6% and 56.0% of the Company’s trade accounts receivable balance was with five customers at December 31, 2022 and 2021, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short-term and all potential credit losses have been appropriately considered in establishing the allowance for doubtful accounts. |
Inventories | InventoriesInventories, consisting primarily of DC chargers, are stated at the lower of cost or net realizable value. The Company values its inventories using the first-in, first-out method. Cost includes purchased products. Net realizable value is based on current selling prices less costs of disposal. At December 31, 2022, and December 31, 2021, the Company’s inventories consisted solely of finished goods, including school buses, added as of December 31, 2022, which the Company expect to lease or sell in the future. Should demand for the Company’s products prove to be significantly less than anticipated, the ultimate realizable value of the Company’s inventories could be substantially less than the amount shown on the accompanying consolidated balance sheets. |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective asset. Maintenance and repairs are expensed as incurred while betterments are capitalized. Upon sale or disposition of assets, any gain or loss is included in the consolidated statement of operations. |
Intangible Assets | Intangible AssetsIntangible assets consist of patents which are amortized over the period of estimated benefit using the straight-line method. No significant residual value is estimated for intangible assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company evaluates long-lived assets for impairment, including evaluating the useful lives for amortizing intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. |
Investments in Equity Securities Without Readily Determinable Fair Values | Investments in Equity Securities Without Readily Determinable Fair Values Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity, and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. In February 2019, the Company invested in common shares of Dreev SaS, (“Dreev”). Dreev is a nonpublic entity, for which there is no readily determinable fair value. As of December 31, 2022, and December 31, 2021, the Company’s investment in Dreev was accounted for as an investment in equity securities without a readily determinable fair value. The Company did not recognize an impairment loss on its investment during the year ended December 31, 2022 or the year ended December 31, 2021. |
Employee Savings Plan | Employee Savings PlanThe Company maintains a savings plan on behalf of its employees that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to the statutory limits. For the years ended December 31, 2022 and 2021, the Company did not contribute to the savings plan. |
Fair Value Measurement | Fair Value Measurement The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued expenses, and warrants. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The Company also considers counterparty risk and its own credit risk in its assessment of fair value. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are defined as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. • Level 3 – Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The computation of net loss attributable to common stockholders is computed by deducting net earnings or loss attributable to non-controlling interests, preferred dividends on redeemable non-controlling interest, and accretion on preferred shares on redeemable non-controlling interest from the consolidated net earnings or loss ( Note 14 ). |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the way that depicts the transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company recognizes revenue through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s revenue is primarily derived from sales of EV charging stations, fees for cloud computing services related to providing access to the Company’s GIVe platform, and fees for extended warranty and maintenance services. The Company also has performed certain software development services and received government grants. GIVe platform access is considered a monthly series comprised of one performance obligation and fees are recognized as revenue in the period the services are provided to and consumed by the customer. The transaction price for each contract is allocated between the identified performance obligations based on relative estimated standalone selling prices. The Company occasionally enters into contracts with customers in which EV charging stations are sold at a discount in exchange for a higher percentage of revenue share from the customer selling energy through the GIVe platform or from carbon credits. Due to the long-term nature of these payment terms, certain contracts are considered to have significant financing components as it relates to the equipment. The Company estimates the effect of any significant financing component and records the revenue associated with the EV charging stations at the estimated present value of the expected stream of payments. As payments are received, the difference between the total payment and the amortized value of the receivable is recorded to interest income in Other income (expense) in the consolidated statements of operations using the effective yield method. Products – The Company sells EV charging stations either on a standalone basis or together with services such as access to the GIVe platform, extended warranty and maintenance services. When the sale of charging station is a distinct performance obligation, revenue is recognized upon delivery. For other customer contracts, the charging stations are sold as part of a solution and are not distinct from the services, and revenue from the charging station is recognized upon completion of installation and commissioning of the equipment. Services – Specific contracts contain licenses to the software that provides the V2G functionality for one one The Company has entered into various agreements for research and development and software development services. The terms of these arrangements typically include terms whereby the Company receives milestone payments in accordance with the scope of services outlined in the respective agreement or is reimbursed for allowable costs. At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue associated with achieving the milestones is probable and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. The Company applies judgment in evaluating factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Revenue arising from from reimbursed allowable costs are recognized as the costs are submitted and approved by the applicable agency. The Company occasionally sells extended warranty contracts on the charging stations, which includes maintenance of the equipment for a period (e.g., three years, five years, 10 years, 12 years). The warranty provides the customer with assurance that the product will function as intended for the period of the contract and maintenance services related to the equipment. Since the warranty provides a customer with a service in addition to the assurance that the product complies with agreed-upon specifications, the promised service is a performance obligation. Access to the warranty services represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, and the Company recognizes warranty revenue ratably with the passage of time. Revenue for certain service contracts, such as third party installation, is recognized over time using an input method where progress on the performance obligation is measured based on the proportional actual costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation. Bill-and-hold arrangements - 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. Grant revenue – The Company has concluded that grants are not within the scope of ASC 606, as government entities do not meet the definition of a “customer” as defined by ASC 606, and as for the grants, there is not considered to be a transfer of control of goods or services to the government entity funding the grant. Additionally, the Company has concluded these government grants meet the definition of a contribution and are non-reciprocal transactions; however, ASC Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition, does not apply, as the Company is a business entity, and the grants are with a governmental agency. Revenues from each grant are based upon internal costs incurred that are specifically covered by the grant. Revenue is recognized as the Company incurs expenses that are related to the grant. The Company believes this policy is consistent with the overarching premise in ASC 606, to ensure that it recognizes revenues to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services, even though there is no “exchange” as defined in the ASC. The Company believes the recognition of revenue as costs are incurred and amounts become earned/realizable is analogous to the concept of transfer of control of a service over time under ASC 606. The Company considers contract modifications to exist when the modification either creates new or makes changes to the existing enforceable rights and obligations. Contract modifications for services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract modifications for goods or services that are considered distinct from the existing contract are accounted for as separate contracts. |
Cost of Revenue | Cost of RevenueCost of revenue consists primarily of costs of material, including hardware and software costs, and costs of providing services, including employee compensation and other costs associated with supporting these functions. Cost of revenue does not include depreciation and amortization costs. |
Contract Costs | Contract Costs Under ASC Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers (“ASC 340-40”), the Company defers all incremental costs, including commissions, incurred to obtain the contract and amortizes these costs over the expected |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes, (“ASC 740”), under which it recognizes deferred income taxes, net of valuation allowances, for net operating losses, tax credit carryforwards, and the estimated future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required and considers whether a valuation allowance should be recorded against deferred tax assets based on the likelihood that the benefits of the deferred tax assets will or will not ultimately be realized in future periods. In making this assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators, such as future income projections. After consideration of positive and negative evidence, if the Company determines that it is more likely than not that it will generate future income sufficient to realize its deferred tax assets, the Company will record a reduction in the valuation allowance. The Company applies certain provisions of ASC 740, which includes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit or obligation as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. |
Research and Development | Research and DevelopmentThe Company expenses research and development costs as incurred. External software development expense is included in research and development costs except for those costs which require capitalization in accordance with GAAP. Certain research and development costs are related to performance on grant contracts. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all share-based compensations costs granted to employees and non-employees under the method prescribed by ASC 718-10, Stock Compensation ( Note 12 |
Leases | Leases The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease. Operating leases are included in right-of-use operating lease assets and operating lease liabilities in the Company's consolidated balance sheets. Finance leases are included in property, plant and equipment, net and other liabilities in the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. The Company has entered into leases for building facilities and vehicles. The Company’s leases have contractual terms of up to 10 years, some of which have options to extend the lease. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewals until it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the implicit rate on most of the Company's leases are not reasonable determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The |
Recently adopted accounting pronouncements/Recently issued accounting pronouncements not yet adopted | Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“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 will adopt the guidance effective beginning January 1, 2023. The Company has completed its assessment of the guidance and has concluded that it will not have a material impact on its consolidated financial statements. (ad) Recently issued accounting pronouncements not yet adopted None applicable |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities included in the company’s condensed consolidated balance sheets | The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s consolidated balance sheets: December 31, 2022 December 31, 2021 Assets Cash $ 27,629 $ 28,446 Prepaid expenses and other current assets 59,794 — Total Assets $ 87,423 $ 28,446 Liabilities Accounts payable $ 8,165 $ — Accrued expenses and dividend payable 336,713 $ 116,754 Derivative liability - non-controlling redeemable preferred shares 359,225 511,948 Total Liabilities $ 704,103 $ 628,702 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2022 2021 Revenue recognized over time: Services $ 784,710 $ 797,127 Grants 459,427 1,270,138 Revenue recognized at point in time: Products 4,129,246 2,123,500 Total revenue $ 5,373,383 $ 4,190,765 |
Schedule of aggregate amount of revenue for the Company’s existing contracts with customers | The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2022 expected to be re cognized in the future for years ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2023 $ 134,500 2024 49,578 Thereafter 1,037,419 Total $ 1,221,497 |
Schedule of segment revenue and assets | The following table summarizes the Company’s revenues by geography: Years Ended December 31, 2022 2021 United States $ 4,839,561 $ 3,326,427 United Kingdom 195,550 485,628 Denmark 338,272 378,710 $ 5,373,383 $ 4,190,765 The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations: December 31, December 31, United States $ 1,795,267 $ 1,811,607 United Kingdom 1,335 — Denmark $ 181,982 $ 25,664 $ 1,978,584 $ 1,837,271 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheet at December 31, 2022 and December 31, 2021, using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Level 2: Level 3: Total at December 31, Total Gains (Losses) For The Year Ended December 31, 2022 Recurring fair value measurements Private warrants $ — $ — $ 2,000 $ 2,000 $ 864,000 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ 8,677,000 Institutional/Accredited Investor Warrants $ — $ — $ 218,884 $ 218,884 $ 2,445,462 Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 359,225 $ 359,225 $ 152,723 Total recurring fair value measurements $ — $ — $ 580,109 $ 580,109 $ 12,139,185 Level 1: Level 2: Level 3: Total at December 31, Total Gains (Losses) For The Year Ended December 31, 2021 Recurring fair value measurements Private warrants $ — $ — $ 866,000 $ 866,000 $ 387,228 Stonepeak and Evolve unvested warrants $ — $ — $ 8,677,000 $ 8,677,000 $ (699,628) Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 511,948 $ 511,948 $ (14,342) Total recurring fair value measurements $ — $ — $ 10,054,948 $ 10,054,948 $ (326,742) |
Schedule of fair value on a recurring basis | The following is a reconciliation of the opening and closing balances for the liabilities related to the private warrants ( Note 11 ) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2022: Private Warrants 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 $ 2,664,346 $ 511,948 Initial fair value Balance at Total (gains) losses for period included in earnings (864,000) (8,677,000) (2,445,462) (152,723) Balance at December 31, 2022 $ 2,000 $ — $ 218,884 $ 359,225 |
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) unvested Stonepeak and Evolve unvested warrants at December 31, 2022: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $0.0 $0.0 $0.0 $0.0 Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Term (years) 8.40 8.40 8.40 8.40 Risk free rate 3.9% 3.9% 3.9% 3.9% Exercise price $15.0 $20.0 $30.0 $40.0 Volatility 56.0% 56.0% 56.0% 56.0% Capital expenditure forecast (in millions) $125.0 $250.0 $375.0 $500.0 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) unvested Stonepeak and Evolve unvested warrants at December 31, 2021: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $3.2 $2.4 $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) 9.40 9.40 9.40 9.40 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 90.7% 75.8% 63.8% 54.5% The following table presents the significant unobservable inputs and valuation methodologies at December 31, 2021 used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve warrants and securities purchase agreement to purchase shares of the Company’s common stock at the date of issuance of May 17, 2021: Series B Warrants Series C Warrants Series D Warrants Series E Warrants Series F Warrants Options Fair value (in millions) $12.8 $5.6 $4.8 $3.8 $3.2 $12.6 Valuation methodology Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Black Scholes Term (years) 10 10 10 10 10 7.50 Risk free rate 1.6% 1.6% 1.6% 1.6% 1.6% 1.4% Exercise price $10.0 $15.0 $20.0 $30.0 $40.0 $50.0 Volatility 55.0% 55.0% 55.0% 55.0% 55.0% 57.0% Capital expenditure forecast (in millions) N/A $125.0 $250.0 $375.0 $500.0 N/A Probability of warrants vesting 100.0% 96.9% 87.7% 78.2% 69.9% N/A |
Derivative Liability - Non-Co_2
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2022 December 31, 2021 Other long term liabilities: Derivative liability - non-controlling redeemable preferred shares $ 359,225 $ 511,948 |
Account Receivables, Net (Table
Account Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | The following tables summarizes the Company's account receivables: As of December 31, 2022 2021 Trade receivables $ 1,180,528 $ 1,949,896 Less: allowance for doubtful accounts (58,834) (63,188) Accounts receivable, net $ 1,121,694 $ 1,886,708 Allowance for doubtful accounts: Balance December 31, 2020 $ — Provision — Write-off — Recoveries — Balance December 31, 2021 $ (63,188) Provision — Write-off 4,354 Recoveries — Balance December 31, 2022 $ (58,834) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory by category | The following table summarizes the Company’s inventories balance by category: As of December 31, 2022 2021 DC Chargers $ 9,248,398 $ 7,687,598 AC Chargers 123,247 232,920 Vehicles - School Buses 1,620,000 3,180,000 Others 560,186 17,670 Total $ 11,551,831 $ 11,118,188 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | The following table summarizes the Company’s property, plant and equipment balance: Useful Lives As of December 31, 2022 2021 Computers & servers 1 year to 3 years $ 130,417 $ 105,499 Vehicles 5 years to 7 years 139,788 168,862 Office furniture and equipment 3 years to 5 years 326,613 161,771 DC Chargers (1) 5 years to 7 years 256,685 6,050 Total 853,503 442,182 Less: Accumulated Depreciation (216,559) (85,988) Property, plant and equipment, net $ 636,944 $ 356,194 As of December 31, 2022 2021 Depreciation expense $ 150,099 $ 27,280 __________________ |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of estimated future amortization expense amortizable intangible assets | Total estimated future amortization expense is as follows: 2023 $ 139,437 2024 139,437 2025 139,437 2026 137,770 2027 132,770 Thereafter 652,789 $ 1,341,640 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022: Number of Number of Warrants Exercised 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 1,850,000 — $0.0001 Until Exercised in Full Institutional/Accredited Investor Warrants 4,000,000 — 4,000,000 $3.75 January 29, 2028 16,215,000 1,850,000 12,365,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 are as follows: Years Ended December 31, 2022 2021 Options $ 2,634,486 $ 2,643,242 Restricted stock 2,395,580 1,514,120 Total $ 5,030,066 $ 4,157,362 |
Schedule of black-scholes option pricing model to estimate the fair value of stock options | The following assumptions were used in the Black-Scholes option pricing model to calculate the fair value of stock options granted for the year ended December 31, 2022 the 2020 Plan. 2020 Plan Expected life of options (in years) (1) 6.1 Dividend yield (2) 0 % Risk-free interest rate (3) 2.75 % Volatility (4) 56.2 % __________________ (1) 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. |
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 the Reverse Recapitalization, for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,035,035 3.21 5.90 5,688,501 Granted — — — — Exercised (59,729) 2.09 — — Forfeited (61,289) 7.84 — — Expired/Cancelled (60,510) 4.44 — — Outstanding - December 31, 2022 853,507 2.91 5.70 — Options Exercisable at December 31, 2022 797,393 2.57 4.44 — Option Vested at December 31, 2022 797,393 2.57 4.44 — The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,602,850 13.18 9.27 46,920 Granted 352,400 4.36 $ — — Exercised — — — — Forfeited (241,326) 10.04 — — Expired/Cancelled (2,812) 8.25 — — Outstanding - December 31, 2022 1,711,112 11.71 8.46 — Options Exercisable at December 31, 2022 — — — — Option Vested at December 31, 2022 609,022 13.38 8.17 — A summary of the status of the Company’s Class D Incentive Units as of December 31, 2021, and changes during year ended December 31, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 — — Granted 250,000 13.28 Vested — — Cancelled — — Nonvested and Outstanding at December 31, 2022 250,000 13.28 |
Disclosure of share-based compensation arrangements by share-based payment award | Other Information: Years Ended December 31, 2022 2021 Amount received from option exercised $ 245,748 $ 576,528 December 31, 2022 Weighted average remaining recognition period Total unrecognized options compensation costs $ 6,195,461 2.55 |
Schedule of nonvested restricted stock units | A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2021, and changes during the year ended December 31, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 353,817 11.00 Granted 503,390 3.07 Vested/Release (398,492) 6.12 Cancelled/Forfeited (22,456) 8.72 Nonvested and Outstanding at December 31, 2022 436,259 6.43 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) before Taxes | Income (loss) before taxes includes the following components: Years Ended December 31, 2022 2021 United States $ (22,719,272) $ (74,262,131) Foreign (1,837,434) (354,181) Total income (loss) before income taxes (24,556,706) (74,616,312) |
Schedule of income tax expense | Income tax expense is summarized as follows: Years Ended December 31, 2022 2021 Federal $ — $ — State 800 1,000 Current income tax expense 800 1,000 Federal — — State — — Deferred income tax expense $ — $ — Income tax expense $ 800 $ 1,000 |
Schedule of reconciliation of the income tax expense | The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 21% to loss before taxes is as follows: Years Ended December 31, 2022 2021 Federal income tax benefit at statutory federal tax rate $ (5,160,372) $ (15,669,426) State income tax, net of federal benefit (823,890) (776,843) Noncontrolling interest 113,157 449,037 Stock compensation 624,065 452,444 Change in fair value of warrants (2,517,157) 65,604 162(m) excess compensation — 237,247 Change in valuation allowance 7,666,631 9,413,411 Finance costs 54,802 5,643,259 Other 43,564 186,267 Income tax expense $ 800 $ 800 $ 1,000 |
Schedule of deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets (liabilities) are as follows: Years Ended December 31, 2022 2021 Equity investment $ (489,911) $ (576,523) Accrued liabilities and other 1,118,256 1,007,644 Right-of-use assets (1,246,870) (845,240) Lease liabilities 1,389,893 845,240 Research and experimental expenditures 1,507,144 — Net operating losses 15,772,670 9,953,429 Net deferred tax assets (liabilities) before valuation allowance 18,051,182 10,384,550 Valuation allowance (18,051,182) (10,384,550) Net deferred tax assets (liabilities) $ — $ — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2022 2021 Net loss attributable to Nuvve Holding Corp. common stockholders $ (24,928,377) $ (72,842,401) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 20,971,896 16,654,495 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (1.19) $ (4.37) |
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: Years Ended December 31, 2022 2021 Stock options issued and outstanding 2,604,927 2,424,410 Nonvested restricted stock issued and outstanding 958,273 709,263 Public warrants 2,875,000 3,033,548 Private warrants 136,250 143,764 PIPE warrants 1,353,750 1,428,405 Stonepeak and Evolve warrants 6,000,000 5,029,412 Stonepeak and Evolve options 5,000,000 4,191,176 Institutional/Accredited Investor Warrants 1,698,630 — Total 20,626,830 16,959,978 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of lease costs | Supplemental consolidated balance sheet information related to leases is as follows: Classification December 31, 2022 December 31, 2021 Operating lease assets Right-of-use operating lease assets $ 5,305,881 $ 3,483,042 Finance lease assets Property and equipment, net 18,467 25,664 Total lease assets $ 5,324,348 $ 3,508,706 Operating lease liabilities - current Operating lease liabilities - current $ 824,326 41,513 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 5,090,170 3,441,642 Finance lease liabilities - current Other liabilities - current 7,184 7,634 Finance lease liabilities - noncurrent Other long-term liabilities 12,959 18,860 Total lease liabilities $ 5,934,639 $ 3,509,649 The components of lease expense are as follows: Year Ended December 31, Year Ended December 31, Classification 2022 2021 Operating lease expense Selling, general and administrative $ 811,082 $ 219,712 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 5,594 2,998 Interest on finance lease liabilities Interest expense 2,248 3,636 Total lease expense $ 818,924 $ 226,346 Lease term and discount rate: December 31, 2022 December 31, 2021 Weighted-average remaining lease terms (in years): Operating lease 9.0 9.9 Finance lease 3.3 4.5 Weighted-average discount rate: Operating lease 7.8% 7.8% Finance lease 7.8% 7.8% Other Information: Years Ended December 31, Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 202,844 $ 100,292 Operating cash flows from finance leases related to interest expense $ 2,248 $ 3,636 Financing cash flows from finance leases $ 9,691 $ 5,839 Leased assets obtained in exchange for new finance lease liabilities $ 18,467 $ 25,664 Leased assets obtained in exchange for new operating lease liabilities $ — $ — |
Schedule of lessee, operating lease, liability, maturity | Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2022 December 31, 2022 2023 $ 860,418 $ 7,184 2024 892,212 7,184 2025 893,046 7,184 2026 921,273 1,796 2027 946,683 — Thereafter 3,798,554 — Total lease payments 8,312,186 23,348 Less: interest (2,397,690) (3,205) Total lease liabilities $ 5,914,496 $ 20,143 |
Schedule of finance lease, liability, maturity | Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2022 December 31, 2022 2023 $ 860,418 $ 7,184 2024 892,212 7,184 2025 893,046 7,184 2026 921,273 1,796 2027 946,683 — Thereafter 3,798,554 — Total lease payments 8,312,186 23,348 Less: interest (2,397,690) (3,205) Total lease liabilities $ 5,914,496 $ 20,143 |
Schedule of sublease income | Sublease income are as follows: Year Ended December 31, Year Ended December 31, Classification 2022 2021 Sublease lease income Other, net $ 143,192 $ — |
Schedule of lease income | Lease income are as follows: Year Ended December 31, Year Ended December 31, Classification 2022 2021 Lease income Products and services $ 99,981 $ — Interest income Products and services 3,341 — Total lease income $ 103,322 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of preferred stock | At December 31, 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 $ 326,606 $ 3,464,606 |
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 consolidated balance sheets: December 31, 2022 December 31, 2021 Add: net loss attributable to non-controlling interests $ (538,841) (2,138,272) Less: dividends paid or accrued to non-controlling interests 263,846 101,856 Less: Preferred share accretion adjustment 645,866 261,505 Non-controlling interests $ (1,448,553) $ (2,501,633) |
Schedule of condensed income statement | The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s consolidated statements of operations: December 31, 2022 December 31, 2021 Net loss attributable to non-controlling interests $ (538,841) $ (2,138,272) |
Schedule of redeemable noncontrolling interest | Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity December 31, 2022 December 31, 2021 Beginning balance $ 2,901,899 $ — Beginning redemption value (at fair value) — 3,138,000 Less: Non-controlling redeemable preferred shares - embedded derivatives — 497,606 Adjusted initial carrying value 2,901,899 2,640,394 Preferred share accretion adjustment 645,866 261,505 Ending balance $ 3,547,765 $ 2,901,899 |
Schedule of black-scholes option pricing model to estimate the fair value of stock 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 year ended December 31, 2022. Class D Units Expected life of Class D Incentive Units (in years) (1) 5.5 Risk-free interest rate (2) 3.02 % Volatility (3) 69.50 % __________________ (1) 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 the Reverse Recapitalization, for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,035,035 3.21 5.90 5,688,501 Granted — — — — Exercised (59,729) 2.09 — — Forfeited (61,289) 7.84 — — Expired/Cancelled (60,510) 4.44 — — Outstanding - December 31, 2022 853,507 2.91 5.70 — Options Exercisable at December 31, 2022 797,393 2.57 4.44 — Option Vested at December 31, 2022 797,393 2.57 4.44 — The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2021 1,602,850 13.18 9.27 46,920 Granted 352,400 4.36 $ — — Exercised — — — — Forfeited (241,326) 10.04 — — Expired/Cancelled (2,812) 8.25 — — Outstanding - December 31, 2022 1,711,112 11.71 8.46 — Options Exercisable at December 31, 2022 — — — — Option Vested at December 31, 2022 609,022 13.38 8.17 — A summary of the status of the Company’s Class D Incentive Units as of December 31, 2021, and changes during year ended December 31, 2022, is presented below: Shares Weighted- Nonvested at December 31, 2021 — — Granted 250,000 13.28 Vested — — Cancelled — — Nonvested and Outstanding at December 31, 2022 250,000 13.28 |
Organization and Description _2
Organization and Description of Business (Details) | 12 Months Ended |
Dec. 31, 2022 subsidiary | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Company ownership | 100% |
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 - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jul. 27, 2022 USD ($) shares | Apr. 26, 2021 $ / shares shares | Apr. 23, 2021 USD ($) $ / shares shares | Mar. 19, 2021 USD ($) $ / shares | Nov. 17, 2020 USD ($) | Nov. 11, 2020 USD ($) tradingDay member $ / shares shares | Feb. 19, 2020 shares | Jun. 30, 2021 shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) performanceObligation $ / shares shares | Dec. 31, 2021 USD ($) shares | Jun. 06, 2022 USD ($) | May 17, 2021 USD ($) $ / shares | Mar. 18, 2021 shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Accumulated deficit | $ (116,956,528) | $ (92,937,863) | ||||||||||||
Loss before taxes | (36,915,544) | (27,231,802) | ||||||||||||
Net cash used in operating activities | (34,081,975) | (29,190,718) | ||||||||||||
Amount of purchase | $ 14,000,000 | |||||||||||||
Purchase price (in Dollars per share) | $ / shares | $ 50 | |||||||||||||
Number of options outstanding (in Shares) | shares | 1,303,610 | |||||||||||||
Grant date fair value of securities purchase agreement | $ 12,600,000 | |||||||||||||
Stock repurchased during period (in Shares) | shares | 134,449 | 600,000 | ||||||||||||
Shares issued (in Dollars per share) | $ / shares | $ 10 | |||||||||||||
Stock repurchased, average cost per share (in Dollars per share) | $ / shares | $ 14.87 | $ 14.87 | ||||||||||||
Average closing period | tradingDay | 5 | |||||||||||||
Number of members on the board of directors | member | 7 | |||||||||||||
Value of amount | 3,763,496 | 2,085,320 | ||||||||||||
Units in values | 14,247,500 | |||||||||||||
Value of trust account | $ 58,471,961 | |||||||||||||
Redemption of shares (in Shares) | shares | 18,630 | |||||||||||||
Transaction costs | $ 3,702,421 | |||||||||||||
Repayment of debt | 0 | 487,500 | ||||||||||||
Escrow account amount | 495,000 | |||||||||||||
Cash in amount | 47,768,410 | |||||||||||||
FDIC amount | 250,000 | |||||||||||||
Restricted cash | $ 480,000 | 380,000 | ||||||||||||
Number of performance obligations | performanceObligation | 1 | |||||||||||||
Extended warranty contract, option 1 | 3 years | |||||||||||||
Extended warranty contract, option 2 | 5 years | |||||||||||||
Extended warranty contract, option 3 | 10 years | |||||||||||||
Extended warranty contract, option 4 | 12 years | |||||||||||||
Operating lease, term of contract | 10 years | |||||||||||||
Minimum | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Service contract, term | 1 year | |||||||||||||
Maximum | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Service contract, term | 12 years | |||||||||||||
Switch EV | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Equity method investments | $ 1,000,000 | |||||||||||||
Subscription Agreements | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Amount of purchase | $ 14,250,000 | |||||||||||||
Purchased shares (in Shares) | shares | 1,425,000 | |||||||||||||
Purchase price (in Dollars per share) | $ / shares | $ 10 | |||||||||||||
EDF Renewables | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Ownership percentage | 5% | |||||||||||||
Options to resell common stock to parent, exercised during period, value | $ 2,000,000 | |||||||||||||
Earn-out Shares | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Contingent consideration, revenue threshold | $ 30,000,000 | |||||||||||||
Contingent consideration, revenue threshold for payment, not met | $ 30,000,000 | |||||||||||||
Newborn | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Purchase price (in Dollars per share) | $ / shares | $ 10 | |||||||||||||
Convertible instruments, conversion ratio | 0.212403050 | |||||||||||||
Closing merger consideration, amount used in calculating total consideration | $ 100,000,000 | |||||||||||||
Grant date fair value of securities purchase agreement | 4,265,785 | |||||||||||||
Newborn | Earn-out Shares | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Contingent earnout shares (in shares) | shares | 4,000,000 | |||||||||||||
Earn-out shares not issued (in Shares) | shares | 4,000,000 | |||||||||||||
6% Senior Secured Convertible Debenture | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Amount of purchase | $ 4,000,000 | |||||||||||||
Convertible debenture percentage | 6% | |||||||||||||
PIPE Warrants | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Purchased shares (in Shares) | shares | 1,353,750 | 5,750,000 | ||||||||||||
Percent of one share of common stock | 50% | |||||||||||||
Common Stock | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Purchased shares (in Shares) | shares | 2,150,000 | |||||||||||||
Effect of reverse recapitalization (in Shares) | shares | 9,122,996 | 9,122,996 | ||||||||||||
Value of amount | $ 79 | $ 21 | ||||||||||||
Issued shares (in Shares) | shares | 792,882 | 208,532 | ||||||||||||
Units in values | $ 143 | |||||||||||||
Shares repurchased during period | $ 6,000,000 | |||||||||||||
PIPE Warrants | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Transaction costs | 14,247,500 | |||||||||||||
Cash in amount | $ 2,500 | |||||||||||||
Variable Interest Entity | Levo Mobility LLC | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Variable interest entity | 51% | |||||||||||||
Nuvve | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Options to resell common stock to parent, exercised during period, committed amount | shares | 134,499 | |||||||||||||
Options to resell common stock to parent, commitment (in dollars per share) | $ / shares | $ 14.87 | |||||||||||||
Options to resell common stock to parent, exercised during period, per share amount | $ / shares | $ 14.87 | |||||||||||||
Options to resell common stock to parent, exercised during period (in Shares) | shares | 134,499 | |||||||||||||
Options to resell common stock to parent, exercised during period, value | $ 2,000,000 | |||||||||||||
Options to resell common stock to parent, commitment, value | $ 2,000,000 | |||||||||||||
Newborn | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Stock conversion ratio | 0.1 | |||||||||||||
Value of amount | $ 57,500,000 | |||||||||||||
Repayment of debt | $ 487,500 | |||||||||||||
Stonepeak | Levo Mobility LLC | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Stonepeak and Evolve 49% ownership | 49% | |||||||||||||
Private Placement | Newborn | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Purchased shares (in Shares) | shares | 272,500 | |||||||||||||
Percent of common stock issued upon conversion of right | 10% | |||||||||||||
Shares issued (in Dollars per share) | $ / shares | $ 10 | |||||||||||||
Percent of one share of common stock | 50% | |||||||||||||
Number of shares per unit (in Shares) | shares | 1 | |||||||||||||
Number of warrants per unit (in Shares) | shares | 1 | 1 | ||||||||||||
Number of rights per unit (in Shares) | shares | 1 | |||||||||||||
Public and Private units | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Units in values | $ 57,989,380 | |||||||||||||
IPO | Newborn | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Percent of common stock issued upon conversion of right | 10% | |||||||||||||
Shares issued (in Dollars per share) | $ / shares | $ 10 | |||||||||||||
Issued shares (in Shares) | shares | 5,750,000 | |||||||||||||
Percent of one share of common stock | 50% | 50% | ||||||||||||
Number of shares per unit (in Shares) | shares | 1 | |||||||||||||
Number of warrants per unit (in Shares) | shares | 1 | 1 | ||||||||||||
Number of rights per unit (in Shares) | shares | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Assets and liabilities of consolidated VIEs (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 15,753,896 | $ 32,360,520 |
Prepaid expenses and other current assets | 2,942,145 | 1,036,645 |
Total Assets | 41,199,590 | 52,914,543 |
Liabilities | ||
Accounts payable | 2,390,422 | 5,738,873 |
Accrued expenses and dividend payable | 3,347,399 | 2,874,018 |
Derivative liability - non-controlling redeemable preferred shares | 359,225 | 511,948 |
Total Liabilities | 13,960,946 | 23,000,199 |
Variable Interest Entity | Levo Mobility LLC | ||
Assets | ||
Cash | 27,629 | 28,446 |
Prepaid expenses and other current assets | 59,794 | 0 |
Total Assets | 87,423 | 28,446 |
Liabilities | ||
Accounts payable | 8,165 | 0 |
Accrued expenses and dividend payable | 336,713 | 116,754 |
Derivative liability - non-controlling redeemable preferred shares | 359,225 | 511,948 |
Total Liabilities | $ 704,103 | $ 628,702 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Benchmark | 1 Customer | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 32.10% | 32.10% |
Revenue Benchmark | Customer 2 | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 12.40% | 12.40% |
Revenue Benchmark | Top 5 Customers | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 54.70% | 44% |
Accounts Receivable | Top 5 Customers | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 53.60% | 56% |
Accounts Receivable | 3 Customers | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 40.60% | |
Accounts Receivable | 2 Customers | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 32.20% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of information regarding disaggregated revenue based on revenue by service (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | $ 5,373,383 | $ 4,190,765 |
Services | ||
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | 784,710 | 797,127 |
Grants | ||
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | 459,427 | 1,270,138 |
Products | ||
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | 4,129,246 | $ 2,123,500 |
Products | Customer For Which Company has Control of Transfer of Equipment | ||
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | 609,860 | |
Products | Trade receivables | Customer For Which Company has Control of Transfer of Equipment | ||
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | 320,988 | |
Products | Financing Receivable | Customer For Which Company has Control of Transfer of Equipment | ||
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | $ 288,872 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of aggregate amount of revenue for the Company’s existing contracts with customers (Details) | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,221,497 |
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 | $ 134,500 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 49,578 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,037,419 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of segment activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 5,373,383 | $ 4,190,765 |
Long-lived assets | 1,978,584 | 1,837,271 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenues | 4,839,561 | 3,326,427 |
Long-lived assets | 1,795,267 | 1,811,607 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Revenues | 195,550 | 485,628 |
Long-lived assets | 1,335 | 0 |
Denmark | ||
Segment Reporting Information [Line Items] | ||
Revenues | 338,272 | 378,710 |
Long-lived assets | $ 181,982 | $ 25,664 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of liabilities measured at fair value on the condensed consolidated balance sheet (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Recurring fair value measurements | ||
Total recurring fair value measurements | $ 580,109 | $ 10,054,948 |
Recurring fair value measurements, gain (loss) during period | $ 12,139,185 | (326,742) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants, Change in fair value of derivative liability | |
Derivative liability - non-controlling redeemable preferred shares | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | $ 359,225 | 511,948 |
Recurring fair value measurements, gain (loss) during period | 152,723 | (14,342) |
Private Warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 2,000 | 866,000 |
Recurring fair value measurements, gain (loss) during period | 864,000 | 387,228 |
Stonepeak and Evolve unvested warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 0 | 8,677,000 |
Recurring fair value measurements, gain (loss) during period | 8,677,000 | (699,628) |
Institutional/Accredited Investor Warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 218,884 | |
Recurring fair value measurements, gain (loss) during period | 2,445,462 | |
Level 1: Quoted Prices in Active Markets for Identical Assets | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 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 |
Level 1: Quoted Prices in Active Markets for Identical Assets | Private Warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 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 |
Level 1: Quoted Prices in Active Markets for Identical Assets | Institutional/Accredited Investor Warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 0 | |
Level 2: Significant Other Observable Inputs | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 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 |
Level 2: Significant Other Observable Inputs | Private Warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 0 | 0 |
Level 2: Significant Other Observable Inputs | Stonepeak and Evolve unvested warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 0 | 0 |
Level 2: Significant Other Observable Inputs | Institutional/Accredited Investor Warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 0 | |
Level 3: Significant Unobservable Inputs | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 580,109 | 10,054,948 |
Level 3: Significant Unobservable Inputs | Derivative liability - non-controlling redeemable preferred shares | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 359,225 | 511,948 |
Level 3: Significant Unobservable Inputs | Private Warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 2,000 | 866,000 |
Level 3: Significant Unobservable Inputs | Stonepeak and Evolve unvested warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | 0 | $ 8,677,000 |
Level 3: Significant Unobservable Inputs | Institutional/Accredited Investor Warrants | ||
Recurring fair value measurements | ||
Total recurring fair value measurements | $ 218,884 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of fair value on a recurring basis (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of derivative liability |
Derivative liability - non-controlling redeemable preferred shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial fair value | |
Total (gains) losses for period included in earnings | (152,723) |
Balance | 359,225 |
Private Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance | 866,000 |
Initial fair value | |
Total (gains) losses for period included in earnings | (864,000) |
Balance | 2,000 |
Stonepeak and Evolve unvested warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance | 8,677,000 |
Initial fair value | |
Total (gains) losses for period included in earnings | (8,677,000) |
Balance | 0 |
Institutional/Accredited Investor Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance | 2,664,346 |
Initial fair value | |
Total (gains) losses for period included in earnings | (2,445,462) |
Balance | $ 218,884 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Dec. 31, 2022 $ / shares | Dec. 31, 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 | ||
Institutional/Accredited Investor Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ 3.75 | ||
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 | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivatives, term | 1 year 7 months 6 days | 3 years | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, measurement input | 0.040 | 0.0140 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Dividends | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, measurement input | 0 | 0 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, measurement input | 0.630 | 0.530 | |
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 | 0.750 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, term | 3 years 2 months 12 days | 4 years 2 months 12 days | |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.042 | 0.012 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | Dividends | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | 0 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.670 | 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 1 month 6 days | ||
Exercise price (in Dollars per share) | $ 0.50 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor Warrants | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.0397 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor Warrants | Dividends | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor Warrants | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.620 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Techniques (Details) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | May 17, 2021 USD ($) $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 580,109 | $ 10,054,948 | |
Warrants outstanding, term | 10 years | ||
Stonepeak/Evolve Warrants - series B | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ / shares | $ 10 | ||
Stonepeak/Evolve Warrants - series C | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ / shares | 15 | ||
Stonepeak/Evolve Warrants - series D | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ / shares | 20 | ||
Stonepeak/Evolve Warrants - series E | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ / shares | 30 | ||
Stonepeak/Evolve Warrants - series F | |||
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) | $ 580,109 | 10,054,948 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series B | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 12,800,000 | ||
Warrants outstanding, term | 10 years | ||
Exercise price (in Dollars per share) | $ / shares | $ 10 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series B | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.016 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series B | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.550 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series B | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 1 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series C | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 0 | $ 3,200,000 | $ 5,600,000 |
Warrants outstanding, term | 8 years 4 months 24 days | 9 years 4 months 24 days | 10 years |
Exercise price (in Dollars per share) | $ / shares | $ 15 | $ 15 | $ 15 |
Capital expenditure forecast (in millions) | $ 125,000,000 | $ 125,000,000 | $ 125,000,000 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series C | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.039 | 0.015 | 0.016 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series C | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.560 | 0.540 | 0.550 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series C | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | 0.907 | 0.969 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series D | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 0 | $ 2,400,000 | $ 4,800,000 |
Warrants outstanding, term | 8 years 4 months 24 days | 9 years 4 months 24 days | 10 years |
Exercise price (in Dollars per share) | $ / shares | $ 20 | $ 20 | $ 20 |
Capital expenditure forecast (in millions) | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series D | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.039 | 0.015 | 0.016 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series D | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.560 | 0.540 | 0.550 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series D | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | 0.758 | 0.877 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series E | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 0 | $ 1,700,000 | $ 3,800,000 |
Warrants outstanding, term | 8 years 4 months 24 days | 9 years 4 months 24 days | 10 years |
Exercise price (in Dollars per share) | $ / shares | $ 30 | $ 30 | $ 30 |
Capital expenditure forecast (in millions) | $ 375,000,000 | $ 375,000,000 | $ 375,000,000 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series E | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.039 | 0.015 | 0.016 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series E | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.560 | 0.540 | 0.550 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series E | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | 0.638 | 0.782 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series F | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 0 | $ 1,300,000 | $ 3,200,000 |
Warrants outstanding, term | 8 years 4 months 24 days | 9 years 4 months 24 days | 10 years |
Exercise price (in Dollars per share) | $ / shares | $ 40 | $ 40 | $ 40 |
Capital expenditure forecast (in millions) | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series F | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.039 | 0.015 | 0.016 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series F | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.560 | 0.540 | 0.550 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series F | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0 | 0.545 | 0.699 |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak and Evolve options | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 12,600,000 | ||
Warrants outstanding, term | 7 years 6 months | ||
Exercise price (in Dollars per share) | $ / shares | $ 50 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak and Evolve options | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.014 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak and Evolve options | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.570 |
Derivative Liability - Non-Co_3
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Embedded Derivative [Line Items] | ||
Derivative liability - non-controlling redeemable preferred shares | $ 359,225 | $ 511,948 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants, Change in fair value of derivative liability | |
Other Long-term Liabilities | ||
Embedded Derivative [Line Items] | ||
Derivative liability - non-controlling redeemable preferred shares | $ 359,225 | $ 511,948 |
Investments (Details)
Investments (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 06, 2022 | Oct. 31, 2019 | |
Schedule of Investments [Line Items] | ||||
Company's equity ownership | 13% | |||
Consulting services (in Dollars per share) | $ 0 | $ 0 | ||
Switch EV | ||||
Schedule of Investments [Line Items] | ||||
Company's equity ownership | 5% | |||
Equity method investments | $ 1,000,000 |
Account Receivables, Net (Detai
Account Receivables, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Less: allowance for doubtful accounts | $ (58,834) | $ (63,188) |
Accounts receivable, net | 1,121,694 | 1,886,708 |
Allowance for doubtful accounts: | ||
Allowance for doubtful accounts, beginning | (63,188) | 0 |
Provision | 0 | 0 |
Write-off | 4,354 | 0 |
Recoveries | 0 | 0 |
Allowance for doubtful accounts, ending | (58,834) | (63,188) |
Trade receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 1,180,528 | $ 1,949,896 |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventory, gross | $ 11,551,831 | $ 11,118,188 |
DC Chargers | ||
Inventory [Line Items] | ||
Inventory, gross | 9,248,398 | 7,687,598 |
AC Chargers | ||
Inventory [Line Items] | ||
Inventory, gross | 123,247 | 232,920 |
Vehicles - School Buses | ||
Inventory [Line Items] | ||
Inventory, gross | 1,620,000 | 3,180,000 |
Others | ||
Inventory [Line Items] | ||
Inventory, gross | $ 560,186 | $ 17,670 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 853,503 | $ 442,182 |
Less: Accumulated Depreciation | (216,559) | (85,988) |
Property and equipment, net | 636,944 | 356,194 |
Depreciation expense | $ 150,099 | 27,280 |
Useful Lives | 20 years | |
Computers & servers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 130,417 | 105,499 |
Computers & servers | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 1 year | |
Computers & servers | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 139,788 | 168,862 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 326,613 | 161,771 |
Office furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Office furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
DC Chargers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 256,685 | $ 6,050 |
DC Chargers | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
DC Chargers | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross intangible asset | $ 2,091,556 | $ 2,091,556 |
Amortization expense of intangible assets | 139,437 | 139,437 |
Finite-lived intangible assets, accumulated amortization | 749,916 | $ 610,480 |
Finite-lived intangible assets, net | $ 1,341,640 | |
Acquire finite-lived intangible assets, weighted average useful life | 9 years 9 months 18 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of estimated future amortization expense amortizable intangible assets (Details) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 139,437 |
2024 | 139,437 |
2025 | 139,437 |
2026 | 137,770 |
2027 | 132,770 |
Thereafter | 652,789 |
Total estimated future amortization expense | $ 1,341,640 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jul. 27, 2022 USD ($) $ / shares shares | May 05, 2022 USD ($) | May 17, 2021 USD ($) $ / shares shares | Apr. 26, 2021 USD ($) $ / shares shares | Apr. 23, 2021 shares | Nov. 11, 2020 USD ($) $ / shares shares | Feb. 19, 2020 USD ($) $ / shares shares | Jul. 31, 2022 | Jun. 30, 2022 shares | Dec. 31, 2022 USD ($) class_of_stock $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Stockholders' Equity [Line Items] | |||||||||||
Number of classes of stock | class_of_stock | 2 | ||||||||||
Authorized capital stock (in Shares) | shares | 101,000,000 | ||||||||||
Common stock, shares authorized (in Shares) | shares | 100,000,000 | 30,000,000 | |||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares authorized (in Shares) | shares | 1,000,000 | ||||||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | ||||||||||
Preferred stock, shares issued (in Shares) | shares | 0 | ||||||||||
Preferred stock, shares outstanding (in Shares) | shares | 0 | ||||||||||
Number of votes per common share | 1 | ||||||||||
Amount of purchase | $ | $ 14,000,000 | ||||||||||
Agent fee percentage | 6% | ||||||||||
Purchase price (in Dollars per share) | $ 50 | ||||||||||
Proceeds from common stock offering, net of offering costs | $ | $ 3,763,494 | $ 0 | |||||||||
Per unit price (in Dollars per share) | $ 3.50 | ||||||||||
Net proceeds from offering | $ | $ 13,100,000 | ||||||||||
Warrants outstanding, term | 10 years | ||||||||||
Upfront capital commitment | $ | $ 750,000,000 | ||||||||||
Optional amount of additional funding | $ | 500,000,000 | ||||||||||
Warrant liability | $ | 2,000 | ||||||||||
Total recurring fair value measurements | $ | 580,109 | 10,054,948 | |||||||||
Fair value adjustments | $ | 11,986,462 | (312,400) | |||||||||
Recurring fair value measurements, gain (loss) during period | $ | 12,139,185 | (326,742) | |||||||||
Shares issued (in Dollars per share) | $ 10 | ||||||||||
Stock repurchased during period (in Shares) | shares | 134,449 | 600,000 | |||||||||
Repurchase of common stock from EDF | $ | $ 2,000,000 | 0 | 6,000,000 | ||||||||
Stock repurchased, average cost per share (in Dollars per share) | $ 14.87 | $ 14.87 | |||||||||
Purchase agreement, authorized amount | $ | 250,000,000 | ||||||||||
Grant date fair value of securities purchase agreement | $ | $ 12,600,000 | ||||||||||
Unit Purchase Option | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Shares issued (in Dollars per share) | $ 100 | ||||||||||
Exercisable units (in Shares) | shares | 316,250 | ||||||||||
Options exercisable (in dollars per share) | $ 11.50 | ||||||||||
Aggregate exercise price | $ | $ 3,636,875 | ||||||||||
Percent of one share of common stock | 110% | ||||||||||
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 | ||||||||||
Level 3: Significant Unobservable Inputs | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Total recurring fair value measurements | $ | $ 580,109 | 10,054,948 | |||||||||
PIPE | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Sale of units (in Shares) | shares | 1.9 | ||||||||||
Purchase price (in Dollars per share) | $ 11.50 | ||||||||||
Percent of one share of common stock | 50% | ||||||||||
Newborn | Investor | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Sale of units (in Shares) | shares | 1,425,000 | ||||||||||
Purchase price (in Dollars per share) | $ 10 | ||||||||||
Newborn | PIPE | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Amount of purchase | $ | $ 14,250,000 | ||||||||||
Nuvve | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Options to resell common stock to parent, exercised during period, committed amount | shares | 134,499 | ||||||||||
Options to resell common stock to parent, exercised during period (in Shares) | shares | 134,499 | ||||||||||
IPO | Newborn | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Shares issued (in Dollars per share) | $ 10 | ||||||||||
Class of warrant or right, number of securities called by each warrant (in Shares) | shares | 1 | ||||||||||
Percent of one share of common stock | 50% | 50% | |||||||||
Number of warrants per unit (in Shares) | shares | 1 | 1 | |||||||||
Private Placement | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Fair value adjustments | $ | $ 864,000 | ||||||||||
Private Placement | Newborn | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Sale of units (in Shares) | shares | 272,500 | ||||||||||
Shares issued (in Dollars per share) | $ 10 | ||||||||||
Percent of one share of common stock | 50% | ||||||||||
Number of warrants per unit (in Shares) | shares | 1 | 1 | |||||||||
Shelf Registration | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Amount of purchase | $ | $ 100,000,000 | ||||||||||
At The Market Offering | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Amount of purchase | $ | $ 25,000,000 | ||||||||||
Agent fee percentage | 3% | ||||||||||
Sale of units (in Shares) | shares | 792,882 | ||||||||||
Purchase price (in Dollars per share) | $ 4.97 | ||||||||||
Proceeds from common stock offering, net of offering costs | $ | $ 3,800,000 | ||||||||||
Private Warrants | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Total recurring fair value measurements | $ | 2,000 | 866,000 | |||||||||
Recurring fair value measurements, gain (loss) during period | $ | 864,000 | 387,228 | |||||||||
Private Warrants | Level 3: Significant Unobservable Inputs | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Total recurring fair value measurements | $ | $ 2,000 | $ 866,000 | |||||||||
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) | $ 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) | $ 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) | $ 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) | $ 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) | $ 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 | ||||||||||
Warrant vesting period | 180 days | ||||||||||
Stonepeak | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Percent of warrants issued | 90% | ||||||||||
Evolve | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Percent of warrants issued | 10% | ||||||||||
Common Stock | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||
Sale of units (in Shares) | shares | 2,150,000 | ||||||||||
Prefunded Warrant | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Number of securities called by warrants (in shares) | shares | 1,850,000 | ||||||||||
Per unit price (in Dollars per share) | $ 3.4999 | ||||||||||
Warrants exercisable term | 5 years | ||||||||||
Class of warrant or right, number of securities called by each warrant (in Shares) | shares | 1 | ||||||||||
Warrant vesting period | 6 months | ||||||||||
Warrants | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Sale of units (in Shares) | shares | 1,353,750 | 5,750,000 | |||||||||
Number of securities called by warrants (in shares) | shares | 4,000,000 | ||||||||||
Per unit price (in Dollars per share) | $ 16.50 | ||||||||||
Exercise price (in Dollars per share) | $ 3.75 | 11.50 | |||||||||
Redemption price (in Dollars per share) | $ 0.01 | ||||||||||
Redemption period | 30 days | ||||||||||
Threshold consecutive trading days | 20 days | ||||||||||
Threshold trading days | 30 days | ||||||||||
Percent of one share of common stock | 50% | ||||||||||
Warrants | Private Placement | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Aggregate share purchase (in shares) | shares | 272,500 | ||||||||||
Stonepeak/Evolve Warrants - series B | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 10 | ||||||||||
Stonepeak/Evolve Warrants - series B | Fair Value, Nonrecurring | Level 3: Significant Unobservable Inputs | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 10 | ||||||||||
Warrants outstanding, term | 10 years | ||||||||||
Total recurring fair value measurements | $ | $ 12,800,000 | ||||||||||
Stonepeak/Evolve Warrants - series C | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | 15 | ||||||||||
Stonepeak/Evolve Warrants - series C | Fair Value, Nonrecurring | Level 3: Significant Unobservable Inputs | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 15 | $ 15 | $ 15 | ||||||||
Warrants outstanding, term | 10 years | 8 years 4 months 24 days | 9 years 4 months 24 days | ||||||||
Total recurring fair value measurements | $ | $ 5,600,000 | $ 0 | $ 3,200,000 | ||||||||
Stonepeak/Evolve Warrants - series D | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 20 | ||||||||||
Stonepeak/Evolve Warrants - series D | Fair Value, Nonrecurring | Level 3: Significant Unobservable Inputs | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 20 | $ 20 | $ 20 | ||||||||
Warrants outstanding, term | 10 years | 8 years 4 months 24 days | 9 years 4 months 24 days | ||||||||
Total recurring fair value measurements | $ | $ 4,800,000 | $ 0 | $ 2,400,000 | ||||||||
Stonepeak/Evolve Warrants - series E | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 30 | ||||||||||
Stonepeak/Evolve Warrants - series E | Fair Value, Nonrecurring | Level 3: Significant Unobservable Inputs | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 30 | $ 30 | $ 30 | ||||||||
Warrants outstanding, term | 10 years | 8 years 4 months 24 days | 9 years 4 months 24 days | ||||||||
Total recurring fair value measurements | $ | $ 3,800,000 | $ 0 | $ 1,700,000 | ||||||||
Stonepeak/Evolve Warrants - series F | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 40 | ||||||||||
Stonepeak/Evolve Warrants - series F | Fair Value, Nonrecurring | Level 3: Significant Unobservable Inputs | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 40 | $ 40 | $ 40 | ||||||||
Warrants outstanding, term | 10 years | 8 years 4 months 24 days | 9 years 4 months 24 days | ||||||||
Total recurring fair value measurements | $ | $ 3,200,000 | $ 0 | $ 1,300,000 | ||||||||
Stonepeak and Evolve 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% |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of common stock issuable upon exercise of warrants outstanding (Details) | 12 Months Ended |
Dec. 31, 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 Exercised (in Shares) | 1,850,000 |
Number of Warrants Exercisable (in Shares) | 12,365,000 |
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) | 1,850,000 |
Number of Warrants Exercisable (in Shares) | 0 |
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-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, (in Shares) | 0 | |
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 | |
Weighted average remaining recognition period | 2 years 6 months 18 days | |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Additional compensation expense | $ 68,049 | $ 62,449 |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation cost related to nonvested restricted stock | $ 1,830,932 | |
Weighted average remaining recognition period | 1 year 14 days | |
2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Capital shares reserved for future issuance (in Shares) | 3,300,000 | |
Option contractual life | 10 years | |
Issuance of common stock available for future (in Shares) | 714,529 | |
Granted, (in Shares) | 352,400 | |
Weighted average grant date fair value of options granted during period (in Dollars per share) | $ 2.35 | |
2020 Plan | Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option vesting period | 4 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock-based compensation expense for stock options (Details) - Selling, General, and Administrative Expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 2,634,486 | $ 2,643,242 |
Restricted stock | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 2,395,580 | 1,514,120 |
Options and Restricted Stock | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 5,030,066 | $ 4,157,362 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of black-scholes option pricing model to estimate the fair value of stock options (Details) - 2020 Plan | 12 Months Ended |
Dec. 31, 2022 | |
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 | 2.75% |
Volatility | 56.20% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of stock option activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Granted, (in Shares) | 0 | |
2010 Plan | ||
Shares | ||
Beginning balance (in Shares) | 1,035,035 | |
Granted, (in Shares) | 0 | |
Exercised (in Shares) | (59,729) | |
Forfeited (in Shares) | (61,289) | |
Expired/Cancelled (in Shares) | (60,510) | |
Ending balance (in Shares) | 853,507 | 1,035,035 |
Options exercisable (in Shares) | 797,393 | |
Options vested (in Shares) | 797,393 | |
Weighted- Average Exercise Price per Share($) | ||
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) | 7.84 | |
Expired/Cancelled (in Dollars per share) | 4.44 | |
Ending balance (in Dollars per share) | 2.91 | $ 3.21 |
Options exercisable (in dollars per share) | 2.57 | |
Options vested (in Dollars per share) | $ 2.57 | |
Weighted- Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term | 5 years 8 months 12 days | 5 years 10 months 24 days |
Options exercisable, weighted average remaining contractual term | 4 years 5 months 8 days | |
Options vested, weighted average remaining contractual term | 4 years 5 months 8 days | |
Aggregate Intrinsic Value($) | ||
Outstanding | $ 0 | $ 5,688,501 |
Exercisable | 0 | |
Vested | $ 0 | |
2020 Plan | ||
Shares | ||
Beginning balance (in Shares) | 1,602,850 | |
Granted, (in Shares) | 352,400 | |
Exercised (in Shares) | 0 | |
Forfeited (in Shares) | (241,326) | |
Expired/Cancelled (in Shares) | (2,812) | |
Ending balance (in Shares) | 1,711,112 | 1,602,850 |
Options exercisable (in Shares) | 0 | |
Options vested (in Shares) | 609,022 | |
Weighted- Average Exercise Price per Share($) | ||
Beginning balance (in Dollars per share) | $ 13.18 | |
Granted (in Dollars per share) | 4.36 | |
Exercised (in Dollars per share) | 0 | |
Forfeited (in Dollars per share) | 10.04 | |
Expired/Cancelled (in Dollars per share) | 8.25 | |
Ending balance (in Dollars per share) | 11.71 | $ 13.18 |
Options exercisable (in dollars per share) | 0 | |
Options vested (in Dollars per share) | $ 13.38 | |
Weighted- Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term | 8 years 5 months 15 days | 9 years 3 months 7 days |
Options vested, weighted average remaining contractual term | 8 years 2 months 1 day | |
Aggregate Intrinsic Value($) | ||
Outstanding | $ 0 | $ 46,920 |
Exercisable | 0 | |
Vested | $ 0 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of other share based compensation information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Proceeds from exercise of stock options | $ 245,748 | $ 576,528 |
Total unrecognized options compensation costs | $ 6,195,461 | |
Weighted average remaining recognition period | 2 years 6 months 18 days |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of nonvested restricted stock units (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shares | |
Beginning balance (in Shares) | shares | 353,817 |
Granted (in Shares) | shares | 503,390 |
Vested/Release (in Shares) | shares | (398,492) |
Cancelled/Forfeited (in Shares) | shares | (22,456) |
Ending balance (in Shares) | shares | 436,259 |
Weighted- Average Grant Date Fair Value($) | |
Beginning balance (in Dollars per share) | $ / shares | $ 11 |
Granted (in Dollars per share) | $ / shares | 3.07 |
Vested/Release (in Dollars per share) | $ / shares | 6.12 |
Cancelled/Forfeited (in Dollars per share) | $ / shares | 8.72 |
Ending balance (in Dollars per share) | $ / shares | $ 6.43 |
Income Taxes - Income (Loss) be
Income Taxes - Income (Loss) before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (22,719,272) | $ (74,262,131) |
Foreign | (1,837,434) | (354,181) |
Loss before taxes | $ (24,556,706) | $ (74,616,312) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 800 | 1,000 |
Current income tax expense | 800 | 1,000 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Federal | 0 | 0 |
State | 0 | 0 |
Deferred income tax expense | 0 | 0 |
Income tax expense | $ 800 | $ 1,000 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit at statutory federal tax rate | $ (5,160,372) | $ (15,669,426) |
State income tax, net of federal benefit | (823,890) | (776,843) |
Noncontrolling interest | 113,157 | 449,037 |
Stock compensation | 624,065 | 452,444 |
Change in fair value of warrants | (2,517,157) | 65,604 |
162(m) excess compensation | 0 | 237,247 |
Change in valuation allowance | 7,666,631 | 9,413,411 |
Finance costs | 54,802 | 5,643,259 |
Other | 43,564 | 186,267 |
Income tax expense | $ 800 | $ 1,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Equity investment | $ (489,911) | $ (576,523) |
Accrued liabilities and other | 1,118,256 | 1,007,644 |
Right-of-use assets | (1,246,870) | (845,240) |
Lease liabilities | 1,389,893 | 845,240 |
Research and experimental expenditures | 1,507,144 | 0 |
Net operating losses | 15,772,670 | 9,953,429 |
Net deferred tax assets (liabilities) before valuation allowance | 18,051,182 | 10,384,550 |
Valuation allowance | (18,051,182) | (10,384,550) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward, subject to expiration | $ 3,070,000 | |
Deferred tax assets, valuation allowance | 18,051,182 | $ 10,384,550 |
Valuation allowance increase | (7,666,632) | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 59,202,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 28,125,000 |
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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Nuvve common stockholders, basic | $ (24,928,377) | $ (72,842,401) |
Net loss attributable to Nuvve common stockholders, diluted | $ (24,928,377) | $ (72,842,401) |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Shares) | 20,971,896 | 16,654,495 |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Shares) | 20,971,896 | 16,654,495 |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ (1.19) | $ (4.37) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ (1.19) | $ (4.37) |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 20,626,830 | 16,959,978 |
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) | 2,604,927 | 2,424,410 |
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) | 958,273 | 709,263 |
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 | 3,033,548 |
Private Warrants | ||
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 | 143,764 |
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 | 1,428,405 |
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 | 5,029,412 |
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 | 4,191,176 |
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) | 1,698,630 | 0 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 27, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 17, 2021 | |
Related Party Transaction [Line Items] | |||||
Consulting services (in Dollars per share) | $ 0 | $ 0 | |||
Revenue from related parties | 40,500 | 399,620 | |||
Accounts receivable, related parties | $ 0 | $ 0 | |||
Purchase price (in Dollars per share) | $ 50 | ||||
Amount of purchase | $ 14,000,000 | ||||
Chief Executive Officer And Chief Operating Officer | |||||
Related Party Transaction [Line Items] | |||||
Purchased shares (in Shares) | 134,499 | ||||
Purchase price (in Dollars per share) | $ 14.87 | ||||
Amount of purchase | $ 2,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 1 Months Ended | |||||
Jul. 31, 2022 USD ($) | Dec. 31, 2022 | Jul. 27, 2022 ft² | Apr. 15, 2022 | Nov. 03, 2021 USD ($) | May 16, 2021 USD ($) ft² | |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, term of contract | 10 years | |||||
Main Office Lease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, term of contract | 10 years | |||||
Net rentable area | ft² | 10,250 | |||||
Operating lease, fixed percent increase in rental payment | 3% | 3% | ||||
Letter of credit outstanding | $ | $ 100,000 | $ 380,000 | ||||
Operating lease, rental abatement period | 2 months | |||||
Warehouse Space | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, term of contract | 36 months | |||||
Net rentable area | ft² | 10,000 | |||||
Operating lease, renewal term (in years) | 36 months | |||||
Operating lease expense | $ | $ 5,625 |
Leases - Lease cost (Details)
Leases - Lease cost (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Right-of-use operating lease assets | $ 5,305,881 | $ 5,305,881 | $ 3,483,042 |
Finance lease, right-of-use asset, after accumulated amortization | 18,467 | 18,467 | 25,664 |
Operating and finance lease right-of-use assets | $ 5,324,348 | $ 5,324,348 | 3,508,706 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net | |
Operating lease liabilities - current | $ 824,326 | $ 824,326 | 41,513 |
Operating lease liabilities - noncurrent | 5,090,170 | 5,090,170 | 3,441,642 |
Finance lease liabilities - current | 7,184 | 7,184 | 7,634 |
Finance lease liabilities - noncurrent | 12,959 | 12,959 | 18,860 |
Total lease liabilities | $ 5,934,639 | $ 5,934,639 | $ 3,509,649 |
Finance lease, liability, current, statement of financial position, extensible list | Other liabilities | Other liabilities | Other liabilities |
Finance lease, liability, noncurrent, statement of financial position, extensible list | Other long-term liabilities | Other long-term liabilities | Other long-term liabilities |
Total lease expense | $ 818,924 | $ 226,346 | |
Selling, General, and Administrative Expenses | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | $ 811,082 | 219,712 | |
Amortization of finance lease assets | 5,594 | 2,998 | |
Interest Expense | |||
Lessee, Lease, Description [Line Items] | |||
Interest expense | $ 2,248 | $ 3,636 |
Leases - Schedule of operating
Leases - Schedule of operating lease liability maturity (Details) | Dec. 31, 2022 USD ($) |
Operating Lease | |
2023 | $ 860,418 |
2024 | 892,212 |
2025 | 893,046 |
2026 | 921,273 |
2027 | 946,683 |
Thereafter | 3,798,554 |
Total lease payments | 8,312,186 |
Less: interest | (2,397,690) |
Total lease liabilities | 5,914,496 |
Finance Lease | |
2023 | 7,184 |
2024 | 7,184 |
2025 | 7,184 |
2026 | 1,796 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 23,348 |
Less: interest | (3,205) |
Total lease liabilities | $ 20,143 |
Leases - Lease term, discount r
Leases - Lease term, discount rate, and other information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted-average remaining lease terms (in years): | ||
Operating lease | 9 years | 9 years 10 months 24 days |
Finance lease | 3 years 3 months 18 days | 4 years 6 months |
Weighted-average discount rate: | ||
Operating lease | 7.80% | 7.80% |
Finance lease | 7.80% | 7.80% |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 202,844 | $ 100,292 |
Operating cash flows from finance leases related to interest expense | 2,248 | 3,636 |
Financing cash flows from finance leases | 9,691 | 5,839 |
Leased assets obtained in exchange for new finance lease liabilities | 18,467 | 25,664 |
Leased assets obtained in exchange for new operating lease liabilities | $ 0 | $ 0 |
Leases - Sublease (Details)
Leases - Sublease (Details) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2022 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 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 | $ 143,192 | $ 0 |
Leases - Lessor (Details)
Leases - Lessor (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 10 years | |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenue | |
Master services agreement | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 10 years | |
Lease income | $ 99,981 | $ 0 |
Interest income | 3,341 | 0 |
Total lease income | $ 103,322 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 17, 2017 | Nov. 30, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 20, 2021 | Sep. 01, 2016 | |
Other Commitments [Line Items] | ||||||
Installment amount | $ 400,000 | $ 400,000 | $ 400,000 | |||
Related party debt outstanding | $ 266,667 | |||||
Useful Lives | 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 | |||||
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) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) vesting_installment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | |
Noncontrolling Interest [Line Items] | |||
Temporary equity, shares authorized (in Shares) | shares | 1,000,000 | 1,000,000 | |
Temporary equity, par value (in Dollars per share) | $ / shares | $ 0 | $ 0 | |
Temporary equity, shares issued (in Shares) | shares | 3,138 | 3,138 | |
Temporary equity, shares outstanding (in Shares) | shares | 3,138 | 3,138 | |
Accretion period (in years) | 7 years | ||
Unrecognized compensation costs, period of recognition | 2 years 6 months 18 days | ||
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 | $ 1,991,555 | ||
Unrecognized compensation costs, period of recognition | 3 years 3 months 18 days | ||
Class D Incentive Units | Selling, General, and Administrative Expenses | |||
Noncontrolling Interest [Line Items] | |||
Compensation expense | $ 445,479 | ||
Class D Incentive Units | Share-Based Payment Arrangement, All Tranches | |||
Noncontrolling Interest [Line Items] | |||
Vesting percentage | 80% | ||
Class D Incentive Units | Share Based Compensation Award Tranche Four | |||
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 Payment Arrangement, Tranche One | |||
Noncontrolling Interest [Line Items] | |||
Vesting percentage | 25% | ||
Redeemable non controlling interests | |||
Noncontrolling Interest [Line Items] | |||
Less: Non-controlling redeemable preferred shares - embedded derivatives | $ 0 | $ 497,606 | |
Accretion value | 645,866 | 261,505 | |
Redeemable noncontrolling interest, equity, carrying amount | $ 3,547,765 | $ 2,901,899 | $ 0 |
Levo Mobility LLC | Series B Preferred Stock | |||
Noncontrolling Interest [Line Items] | |||
Temporary equity, shares authorized (in Shares) | shares | 1,000,000 | ||
Temporary equity, par value (in Dollars per share) | $ / shares | $ 1,000 | ||
Temporary equity, dividend rate, percentage | 8% | ||
Temporary equity, accretion of dividends | $ 326,606 | ||
Temporary equity, shares issued (in Shares) | shares | 3,138 | ||
Temporary equity, shares outstanding (in Shares) | shares | 3,138 | ||
Redeemable noncontrolling interest, equity, fair value | $ 3,138,000 | ||
Redeemable noncontrolling interest, equity, carrying amount | $ 2,640,394 |
Non-Controlling Interest - Seri
Non-Controlling Interest - Series B Preferred Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | $ 3,464,606 | $ 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 | 326,606 | |
Temporary equity, liquidation preference | $ 3,464,606 |
Non-Controlling Interest - Non-
Non-Controlling Interest - Non-controlling interests presented as a separate component of stockholders’ equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||
Add: net loss attributable to non-controlling interests | $ (538,841) | $ (2,138,272) |
Preferred dividends - non-controlling interest | 263,846 | 101,856 |
Non-controlling interests | (3,950,186) | (2,501,633) |
Levo Mobility LLC | ||
Noncontrolling Interest [Line Items] | ||
Add: net loss attributable to non-controlling interests | (538,841) | (2,138,272) |
Preferred dividends - non-controlling interest | 263,846 | 101,856 |
Preferred share accretion adjustment | 645,866 | 261,505 |
Non-controlling interests | $ (1,448,553) | $ (2,501,633) |
Non-Controlling Interest - Cond
Non-Controlling Interest - Condensed consolidated statements of operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Levo Mobility LLC | ||
Noncontrolling Interest [Line Items] | ||
Net loss attributable to non-controlling interests | $ (538,841) | $ (2,138,272) |
Non-Controlling Interest - Rede
Non-Controlling Interest - Redeemable noncontrolling interest reconciliation (Details) - Redeemable non controlling interests - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning balance | $ 2,901,899 | $ 0 | |
Beginning redemption value (at fair value) | 0 | $ 3,138,000 | |
Less: Non-controlling redeemable preferred shares - embedded derivatives | 0 | 497,606 | |
Adjusted initial carrying value | 2,901,899 | 2,640,394 | |
Preferred share accretion adjustment | 645,866 | 261,505 | |
Ending balance | $ 3,547,765 | $ 2,901,899 |
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 | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shares | |
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 |
Weighted- Average Grant Date Fair Value($) | |
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) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 17, 2023 | Jan. 31, 2023 | Jul. 27, 2022 | May 05, 2022 | Mar. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 06, 2022 | May 17, 2021 | |
Subsequent Event [Line Items] | ||||||||||
Amount of purchase | $ 14,000,000 | |||||||||
Agent fee percentage | 6% | |||||||||
Purchase price (in Dollars per share) | $ 50 | |||||||||
Proceeds from common stock offering, net of offering costs | $ 3,763,494 | $ 0 | ||||||||
Per unit price (in Dollars per share) | $ 3.50 | |||||||||
Switch EV | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from sale of equity method investments | $ 1,300,000 | |||||||||
Equity method investments | $ 1,000,000 | |||||||||
Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Purchased shares (in Shares) | 2,150,000 | |||||||||
At The Market Offering | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Amount of purchase | $ 25,000,000 | |||||||||
Agent fee percentage | 3% | |||||||||
Purchased shares (in Shares) | 792,882 | |||||||||
Purchase price (in Dollars per share) | $ 4.97 | |||||||||
Proceeds from common stock offering, net of offering costs | $ 3,800,000 | |||||||||
Subsequent Event | At The Market Offering | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Amount of purchase | $ 25,000,000 | |||||||||
Agent fee percentage | 3% | |||||||||
Placement agent fee, reimbursement amount | $ 50,000 | |||||||||
Purchased shares (in Shares) | 78,638 | |||||||||
Purchase price (in Dollars per share) | $ 1.79 | |||||||||
Proceeds from common stock offering, net of offering costs | $ 100,000 | |||||||||
Subsequent Event | Registered Direct Offering [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Agent fee percentage | 3% | |||||||||
Proceeds from common stock offering, net of offering costs | $ 500,000 | |||||||||
Per unit price (in Dollars per share) | $ 0.92 | |||||||||
Subsequent Event | Registered Direct Offering [Member] | Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Purchased shares (in Shares) | 543,478 |