Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40296 | |
Entity Registrant Name | NUVVE HOLDING CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1617000 | |
Entity Address, Address Line One | 2468 Historic Decatur Road, | |
Entity Address, City or Town | San Diego, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92106 | |
City Area Code | (619) | |
Local Phone Number | 456-5161 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,211,991 | |
Amendment Flag | false | |
Entity Central Index Key | 0001836875 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | NVVE | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to Purchase Common Stock | |
Trading Symbol | NVVEW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 11,059,004 | $ 15,753,896 |
Restricted cash | 480,000 | 480,000 |
Accounts receivable, net | 2,027,621 | 1,121,694 |
Inventories | 8,939,296 | 11,551,831 |
Prepaid expenses | 1,556,991 | 1,487,582 |
Other current assets | 1,139,212 | 1,454,563 |
Total current assets | 25,202,124 | 31,849,566 |
Property and equipment, net | 652,658 | 636,944 |
Intangible assets, net | 1,271,921 | 1,341,640 |
Investment in equity securities | 670,951 | 1,670,951 |
Investment in leases | 117,436 | 97,054 |
Right-of-use operating lease assets | 5,076,837 | 5,305,881 |
Financing receivables | 288,872 | 288,872 |
Security deposit, long-term | 8,682 | 8,682 |
Total assets | 33,289,481 | 41,199,590 |
Current liabilities | ||
Accounts payable | 796,435 | 2,390,422 |
Due to customers | 2,980,318 | 0 |
Accrued expenses | 4,214,358 | 3,347,399 |
Deferred revenue | 1,103,058 | 1,221,497 |
Operating lease liabilities - current | 856,635 | 824,326 |
Other liabilities | 112,721 | 113,844 |
Total current liabilities | 10,063,525 | 7,897,488 |
Operating lease liabilities - noncurrent | 4,867,157 | 5,090,170 |
Warrants liability | 290,848 | 220,884 |
Derivative liability - non-controlling redeemable preferred shares | 353,006 | 359,225 |
Other long-term liabilities | 538,563 | 393,179 |
Total liabilities | 16,113,099 | 13,960,946 |
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 June 30, 2023 and December 31, 2022; aggregate liquidation preference of $3,604,576 and $3,464,606 at June 30, 2023 and December 31, 2022, respectively | 3,870,697 | 3,547,765 |
Stockholders’ equity | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 31,257,041 and 24,272,150 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 3,126 | 2,427 |
Additional paid-in capital | 150,076,184 | 144,073,505 |
Accumulated other comprehensive income | 86,415 | 76,182 |
Accumulated deficit | (132,615,484) | (116,956,528) |
Nuvve Holding Corp. Stockholders’ Equity | 17,550,241 | 27,195,586 |
Non-controlling interests | (4,398,334) | (3,950,186) |
Total stockholders’ equity | 13,151,907 | 23,245,400 |
Total Liabilities, Mezzanine Equity and Stockholders’ Equity | 33,289,481 | 41,199,590 |
Class D Incentive Units | ||
Mezzanine equity | ||
Class D Incentive units, zero par value, 1,000,000 units authorized; 50,000 and 250,000 units issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 153,778 | 445,479 |
Cumulative Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
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 | $ 3,604,576 | $ 3,464,606 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in Shares) | 1,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in Shares) | 31,257,041 | 24,272,150 |
Common stock, shares outstanding (in Shares) | 31,257,041 | 24,272,150 |
Class D Incentive Units | ||
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) | 50,000 | 250,000 |
Temporary equity, shares outstanding (in Shares) | 50,000 | 250,000 |
Cumulative Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in Shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in Shares) | 0 | 0 |
Preferred stock, shares outstanding (in Shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Total revenue | $ 2,120,127 | $ 1,301,727 | $ 3,974,913 | $ 3,672,760 |
Operating expenses | ||||
Cost of product and service revenue | 1,951,116 | 1,034,596 | 3,412,020 | 3,176,908 |
Selling, general, and administrative | 6,097,336 | 8,136,522 | 12,269,360 | 15,762,072 |
Research and development | 2,387,215 | 2,170,139 | 4,487,303 | 4,305,714 |
Total operating expenses | 10,435,667 | 11,341,257 | 20,168,683 | 23,244,694 |
Operating loss | (8,315,540) | (10,039,530) | (16,193,770) | (19,571,934) |
Other income (expense) | ||||
Interest income, net | 20,644 | 6,945 | 88,981 | 8,403 |
Change in fair value of warrants liability | 143,794 | 4,585,000 | (69,964) | 9,361,000 |
Change in fair value of derivative liability | 83,059 | (32,536) | 6,219 | 20,936 |
Other, net | 83,946 | 22,020 | 524,332 | (7,767) |
Total other income, net | 331,443 | 4,581,429 | 549,568 | 9,382,572 |
Loss before taxes | (7,984,097) | (5,458,101) | (15,644,202) | (10,189,362) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | (7,984,097) | (5,458,101) | (15,644,202) | (10,189,362) |
Less: Net income (loss) attributable to non-controlling interests | 8,466 | (189,945) | 14,754 | (290,878) |
Net loss attributable to Nuvve Holding Corp. | (7,992,563) | (5,268,156) | (15,658,956) | (9,898,484) |
Less: Preferred dividends on redeemable non-controlling interests | 70,678 | 65,296 | 139,970 | 129,311 |
Less: Accretion on redeemable non-controlling interests preferred shares | 161,466 | 161,466 | 322,932 | 322,932 |
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (8,224,707) | $ (5,494,918) | $ (16,121,858) | $ (10,350,727) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ (0.30) | $ (0.29) | $ (0.62) | $ (0.55) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ (0.30) | $ (0.29) | $ (0.62) | $ (0.55) |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Shares) | 27,734,130 | 19,064,854 | 26,129,789 | 18,965,167 |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Shares) | 27,734,130 | 19,064,854 | 26,129,789 | 18,965,167 |
Products and services | ||||
Revenue | ||||
Total revenue | $ 2,049,009 | $ 1,068,029 | $ 3,829,394 | $ 3,321,813 |
Grants | ||||
Revenue | ||||
Total revenue | $ 71,118 | $ 233,698 | $ 145,519 | $ 350,947 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (7,984,097) | $ (5,458,101) | $ (15,644,202) | $ (10,189,362) |
Other comprehensive (loss) income, net of taxes | ||||
Foreign currency translation adjustments, net of taxes | 1,299 | (26,314) | 10,233 | (39,998) |
Total Comprehensive loss | (7,982,798) | (5,484,415) | (15,633,969) | (10,229,360) |
Less: Comprehensive income (loss) attributable to non-controlling interests | 8,466 | (189,945) | 14,754 | (290,878) |
Comprehensive loss attributable to Nuvve Holding Corp. | (7,991,264) | (5,294,470) | (15,648,723) | (9,938,482) |
Less: Preferred dividends on redeemable non-controlling interests | (70,678) | (65,296) | (139,970) | (129,311) |
Less: Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | (322,932) | (322,932) |
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders | $ (7,759,120) | $ (5,067,708) | $ (15,185,821) | $ (9,486,239) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-controlling Interests |
Balances (in Shares) at Dec. 31, 2021 | 18,861,130 | |||||
Balances at Dec. 31, 2021 | $ 27,012,445 | $ 1,888 | $ 122,336,607 | $ 113,446 | $ (92,937,863) | $ (2,501,633) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options and vesting of restricted stock (in shares) | 30,370 | |||||
Exercise of stock options and vesting of restricted stock | 3 | $ 3 | ||||
Stock-based compensation | 1,455,641 | 1,455,641 | ||||
Currency translation adjustment | (13,684) | (13,684) | ||||
Preferred dividends - non-controlling interest | (64,015) | (64,015) | ||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | ||||
Net loss | (4,731,261) | (4,630,328) | (100,933) | |||
Balances (in Shares) at Mar. 31, 2022 | 18,891,500 | |||||
Balance at Mar. 31, 2022 | 23,497,663 | $ 1,891 | 123,792,248 | 99,762 | (97,568,191) | (2,828,047) |
Balances (in Shares) at Dec. 31, 2021 | 18,861,130 | |||||
Balances at Dec. 31, 2021 | 27,012,445 | $ 1,888 | 122,336,607 | 113,446 | (92,937,863) | (2,501,633) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Currency translation adjustment | (39,998) | |||||
Net loss | (10,189,362) | |||||
Balances (in Shares) at Jun. 30, 2022 | 19,709,763 | |||||
Balance at Jun. 30, 2022 | 23,453,923 | $ 1,986 | 129,459,590 | 73,448 | (102,836,347) | (3,244,754) |
Balances (in Shares) at Dec. 31, 2021 | 18,861,130 | |||||
Balances at Dec. 31, 2021 | 27,012,445 | $ 1,888 | 122,336,607 | 113,446 | (92,937,863) | (2,501,633) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 36,900,000 | |||||
Balances (in Shares) at Dec. 31, 2022 | 24,272,150 | |||||
Balance at Dec. 31, 2022 | 23,245,400 | $ 2,427 | 144,073,505 | 76,182 | (116,956,528) | (3,950,186) |
Balances (in Shares) at Mar. 31, 2022 | 18,891,500 | |||||
Balances at Mar. 31, 2022 | 23,497,663 | $ 1,891 | 123,792,248 | 99,762 | (97,568,191) | (2,828,047) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options and vesting of restricted stock (in shares) | 360,018 | |||||
Exercise of stock options and vesting of restricted stock | 173,625 | $ 50 | 173,575 | |||
Stock-based compensation | 1,640,055 | 1,640,055 | ||||
Proceeds from Direct Offering, net of offering costs (in Shares) | 134,499 | |||||
Proceeds from Direct Offering, net of offering costs | 1,994,072 | $ 13 | 1,994,059 | |||
Currency translation adjustment | (26,314) | (26,314) | ||||
Preferred dividends - non-controlling interest | (65,296) | (65,296) | ||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | ||||
Proceeds from common stock offering, net of offering costs (in shares) | 323,746 | |||||
Proceeds from common stock offering, net of offering costs | 1,859,685 | $ 32 | 1,859,653 | |||
Net loss | (5,458,101) | (5,268,156) | (189,945) | |||
Balances (in Shares) at Jun. 30, 2022 | 19,709,763 | |||||
Balance at Jun. 30, 2022 | 23,453,923 | $ 1,986 | 129,459,590 | 73,448 | (102,836,347) | (3,244,754) |
Balances (in Shares) at Dec. 31, 2022 | 24,272,150 | |||||
Balances at Dec. 31, 2022 | 23,245,400 | $ 2,427 | 144,073,505 | 76,182 | (116,956,528) | (3,950,186) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options and vesting of restricted stock (in shares) | 91,300 | |||||
Exercise of stock options and vesting of restricted stock | 0 | $ 9 | (9) | |||
Stock-based compensation | 1,414,183 | 1,414,183 | ||||
Currency translation adjustment | 8,934 | 8,934 | ||||
Preferred dividends - non-controlling interest | (69,292) | (69,292) | ||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | ||||
Proceeds from Direct Offering, net of offering costs (in shares) | 543,478 | |||||
Proceeds from Direct Offering, net of offering costs | 470,000 | $ 54 | 469,946 | |||
Proceeds from common stock offering, net of offering costs (in shares) | 78,638 | |||||
Proceeds from common stock offering, net of offering costs | 136,717 | $ 8 | 136,709 | |||
Net loss | (7,660,105) | (7,666,393) | 6,288 | |||
Balances (in Shares) at Mar. 31, 2023 | 24,985,566 | |||||
Balance at Mar. 31, 2023 | 17,384,371 | $ 2,498 | 146,094,334 | 85,116 | (124,622,921) | (4,174,656) |
Balances (in Shares) at Dec. 31, 2022 | 24,272,150 | |||||
Balances at Dec. 31, 2022 | 23,245,400 | $ 2,427 | 144,073,505 | 76,182 | (116,956,528) | (3,950,186) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Currency translation adjustment | 10,233 | |||||
Net loss | (15,644,202) | |||||
Balances (in Shares) at Jun. 30, 2023 | 31,257,041 | |||||
Balance at Jun. 30, 2023 | 13,151,907 | $ 3,126 | 150,076,184 | 86,415 | (132,615,484) | (4,398,334) |
Balances (in Shares) at Mar. 31, 2023 | 24,985,566 | |||||
Balances at Mar. 31, 2023 | 17,384,371 | $ 2,498 | 146,094,334 | 85,116 | (124,622,921) | (4,174,656) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options and vesting of restricted stock (in shares) | 624,400 | |||||
Exercise of stock options and vesting of restricted stock | 391,191 | $ 62 | 391,129 | |||
Stock-based compensation | 1,069,188 | 1,069,188 | ||||
Proceeds from Direct Offering, net of offering costs | 1,877,192 | |||||
Currency translation adjustment | 1,299 | 1,299 | ||||
Preferred dividends - non-controlling interest | (70,678) | (70,678) | ||||
Accretion on redeemable non-controlling interests preferred shares | (161,466) | (161,466) | ||||
Proceeds from Direct Offering, net of offering costs (in shares) | 4,310,711 | |||||
Proceeds from Direct Offering, net of offering costs | $ 432 | 1,876,760 | ||||
Proceeds from common stock offering, net of offering costs (in shares) | 1,336,364 | |||||
Proceeds from common stock offering, net of offering costs | 644,907 | $ 134 | 644,773 | |||
Net loss | (7,984,097) | (7,992,563) | 8,466 | |||
Balances (in Shares) at Jun. 30, 2023 | 31,257,041 | |||||
Balance at Jun. 30, 2023 | $ 13,151,907 | $ 3,126 | $ 150,076,184 | $ 86,415 | $ (132,615,484) | $ (4,398,334) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||||||||
Net loss | $ (7,984,097) | $ (7,660,105) | $ (5,458,101) | $ (4,731,261) | $ (15,644,202) | $ (10,189,362) | $ 36,900,000 | $ 27,200,000 |
Adjustments to reconcile to net loss to net cash used in operating activities | ||||||||
Depreciation and amortization | 156,290 | 137,755 | ||||||
Stock-based compensation | 2,069,227 | 3,357,859 | ||||||
Change in fair value of warrants liability | (143,794) | (4,585,000) | 69,964 | (9,361,000) | ||||
Change in fair value of derivative liability | (6,219) | (20,936) | ||||||
Gains from sale of investments in equity securities | (325,155) | 0 | ||||||
Noncash lease expense | 233,730 | 283,251 | ||||||
Change in operating assets and liabilities | ||||||||
Accounts receivable | (903,652) | (74,278) | ||||||
Inventory | 2,612,535 | 322,156 | ||||||
Prepaid expenses and other assets | 249,728 | (1,462,221) | ||||||
Accounts payable | (1,595,737) | (2,409,448) | ||||||
Due to customers | 2,980,318 | 0 | ||||||
Accrued expenses | 1,195,845 | (684,517) | ||||||
Deferred revenue | (140,783) | 79,576 | ||||||
Net cash used in operating activities | (9,048,111) | (20,021,165) | (34,100,000) | (29,200,000) | ||||
Investing activities | ||||||||
Purchase of property and equipment | (101,775) | (317,225) | ||||||
Investments in equity securities | 0 | (1,000,000) | ||||||
Proceeds from sale of investments in equity securities | 1,325,155 | 0 | ||||||
Net cash provided (used) in investing activities | 1,223,380 | (1,317,225) | ||||||
Financing activities | ||||||||
Proceeds from forward option put exercise | 0 | 1,994,073 | ||||||
Proceeds from Direct Offering of common stock, net of offering costs | 2,347,192 | 0 | ||||||
Proceeds from common stock offering, net of offering costs | 781,624 | 1,859,685 | ||||||
Payment of finance lease obligations | (4,480) | (4,425) | ||||||
Proceeds from exercise of stock options | 0 | 173,575 | ||||||
Net cash provided in financing activities | 3,124,336 | 4,022,908 | ||||||
Effect of exchange rate on cash | 5,503 | (54,796) | ||||||
Net decrease in cash and restricted cash | (4,694,892) | (17,370,278) | ||||||
Cash and restricted cash at beginning of year | $ 16,233,896 | $ 32,740,520 | 16,233,896 | 32,740,520 | 32,740,520 | |||
Cash and restricted cash at end of period | $ 11,539,004 | $ 15,370,242 | 11,539,004 | 15,370,242 | $ 16,233,896 | $ 32,740,520 | ||
Supplemental Disclosure of Noncash Financing Activity | ||||||||
Transfer of inventory to property and equipment | $ 0 | $ 87,095 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Description of Business Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), was founded on November 10, 2020 under the laws of the state of Delaware. On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp. Structure of the Company Nuvve has two wholly owned subsidiaries, Nuvve Corp. and Nuvve Pennsylvania LLC. Nuvve Corp. has four wholly owned subsidiaries: (1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France, (3) Nuvve KK (Nuvve Japan), a company registered in Japan, and (4) Nuvve LTD, a company registered in United Kingdom. Nuvve Norway, a company registered in Norway is a branch of Nuvve Denmark. On August 4, 2021, the Company formed Levo Mobility LLC, a Delaware limited liability company ("Levo"), with Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"). Levo is a consolidated entity of the Company. Please see Note 2 for the principles of consolidation. Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding vehicle-to-grid ("V2G") enabled Electric Vehicle ("EV") fleet deployments. Levo utilizes Nuvve’s V2G technology and conditional capital contribution commitments 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 | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see Note 2, “ Summary of Significant Accounting Policies ,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). During the six months ended June 30, 2023, there were no significant updates made to the Company’s significant accounting policies. Basis of Presentation The accompanying (i) unaudited condensed consolidated balance sheet as of December 31, 2022, which has been derived from audited financial statements, and (ii) unaudited interim condensed financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the 2022 Form 10-K, filed with the SEC on March 31, 2023. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2023 or any future period. In accordance with Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements - Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the unaudited condensed 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 $132.6 million as of June 30, 2023. Nuvve incurred operating losses of approximately $16.2 million as of the six months ended June 30, 2023, and $36.9 million and $27.2 million for the years ended December 31, 2022, and 2021, respectively. Nuvve cash used in operations were $9.0 million for the six months ended June 30, 2023, and $34.1 million and $29.2 million for the years ended December 31, 2022, and 2021, respectively. As of June 30, 2023, Nuvve had a cash balance, working capital, and stockholders’ equity of $11.1 million, $15.1 million and $13.2 million, respectively. The Company continues to expect to generate operating losses and negative cash flows and may need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company's Grid Integrated Vehicle ("GIVe") platform and the achievement of a level of revenues adequate to support its cost structure. 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 condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Principles of Consolidation The condensed consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation. Variable Interest Entities Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity ("VIE"). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo's common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non-controlling interest for the share of the entity owned by Stonepeak and Evolve. Assets and Liabilities of Consolidated VIEs The Company's condensed consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net income (loss) attributable to non-controlling interests" in the condensed consolidated statements of operations and "Non-controlling interests" in the condensed consolidated balance sheets. See Note 18 for details of non-controlling interests. The Company began consolidating the assets, liabilities and results of operations of Levo during the quarter ended September 30, 2021. The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIEs. The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s condensed consolidated balance sheets at June 30, 2023: June 30, 2023 December 31, 2022 Assets Cash $ 27,393 $ 27,629 Prepaid expenses and other current assets 2,394 59,794 Total Assets $ 29,787 $ 87,423 Liabilities Accounts payable $ 8,380 $ 8,165 Accrued expenses and dividend payable 466,576 336,713 Derivative liability - non-controlling redeemable preferred shares 353,006 359,225 Total Liabilities $ 827,962 $ 704,103 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 triggering event as defined in the preferred stock agreement. As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified as mezzanine equity in the Company’s unaudited condensed consolidated balance sheets. The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value. The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method. The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional-paid-in-capital. The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount. See Note 18 for details. Non-controlling interests The Company presents non-controlling interests as a component of equity on its condensed consolidated balance sheets and reports the portion of its earnings or loss for non-controlling interest as net earnings or loss attributable to non-controlling interests in the condensed consolidated statements of operations. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt-out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This different adoption timing may make a comparison of the Company’s financial statements with another public company, which is neither an EGC nor an EGC that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share-based payments, lease incremental borrowing rate, derivative liability associated with redeemable preferred shares, revenue recognition, the fair value of warrants, and the recognition and disclosure of contingent liabilities. Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. Cash and Restricted Cash The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. In connection with a new office lease agreement, the Company was required to provide an irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The amount securing the letter of credit was recorded as restricted cash as of June 30, 2023 and December 31, 2022 was $480,000 . Concentrations of Credit Risk At June 30, 2023 and December 31, 2022, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the three and six months ended June 30, 2023 two and one customers accounted for 28.4% and 27.5% of revenue, respectively. For the three and six months ended June 30, 2022 three and two customers accounted for 54.9% and 58.8% o f revenue, respectively. During the three and six months ended June 30, 2023, the Company's top five customers accounted for approximately 53.5% and 52.1%, respectively, o f the Company’s total revenue. During the three and six months ended June 30, 2022, the Company's top five customers accounted for approximately 71.8% and 70.1%, respectively, o f the Company’s total revenue. At June 30, 2023 , three customers accounted f or 54.7% of accounts receivable. At December 31, 2022, three customers accounted for 40.6% of a ccounts receivable. Approximat ely 69.2% and 53.6% of the Company’s trade accounts receivable balance was with five customers at June 30, 2023 and December 31, 2022 , respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short-term and all probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts. 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 rent 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. The Company adopted the guidance effective beginning January 1, 2023. The adoption of the guidance did not have a material impact on its condensed consolidated financial statements. Recently issued accounting pronouncements not yet adopted |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue recognized over time: Services $ 502,286 $ 73,522 $ 853,785 $ 268,172 Grants 71,118 233,698 145,519 350,947 Revenue recognized at point in time: Products 1,546,723 994,507 2,975,609 3,053,641 Total revenue $ 2,120,127 $ 1,301,727 $ 3,974,913 $ 3,672,760 The aggregate amount of revenue for the Company’s existing contracts and grants with customers as of June 30, 2023 expected to be recognized in the future, and classified as deferred revenue on the condensed consolidated balance sheet, for year ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2023 (remaining six months) $ 61,468 2024 756,781 2025 79,343 2026 43,501 Thereafter 161,966 Total (1) $ 1,103,058 __________________ (1) The revenue recognition is subject to the completion of construction and commissioning of the EV infrastructure. The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues by geography: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues: United States $ 1,979,610 $ 1,125,586 $ 3,738,063 $ 3,353,976 United Kingdom — 99,995 33,483 137,385 Denmark 140,517 76,146 203,367 181,399 $ 2,120,127 $ 1,301,727 $ 3,974,913 $ 3,672,760 The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations: June 30, December 31, Long-lived assets: United States $ 1,707,806 $ 1,795,267 United Kingdom 3,611 1,335 Denmark 213,162 181,982 $ 1,924,579 $ 1,978,584 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following are the liabilities measured at fair value on the condensed consolidated balance sheet at June 30, 2023 and December 31, 2022 using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Level 2: Level 3: Total at June 30, Total Gains (Losses) For The Three Months Ended June 30, 2023 Total Gains (Losses) For The Six Months Ended June 30, 2023 Recurring fair value measurements Private warrants $ — $ — $ 216 $ 216 $ 784 $ 1,784 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ — $ — Institutional/Accredited Investor warrants $ — $ — $ 290,632 $ 290,632 $ 143,010 $ (71,748) Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 353,006 $ 353,006 $ 83,059 $ 6,219 Total recurring fair value measurements $ — $ — $ 643,854 $ 643,854 $ 226,853 $ (63,745) Level 1: Level 2: Level 3: Total at December 31, Total Gains (Losses) For The Three Months Ended June 30, 2022 Total Gains (Losses) For The Six Months Ended June 30, 2022 Recurring fair value measurements Private warrants $ — $ — $ 2,000 $ 2,000 $ 251,000 $ 684,000 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — 4,334,000 8,677,000 Institutional/Accredited Investor warrants $ — $ — $ 218,884 $ 218,884 $ — $ — Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 359,225 $ 359,225 $ (32,536) $ 20,936 Total recurring fair value measurements $ — $ — $ 580,109 $ 580,109 $ 4,552,464 $ 9,381,936 The following is a reconciliation of the opening and closing balances for the liabilities related to the warrants (Note 11 ) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2023: Private warrants Stonepeak and Evolve unvested warrants Institutional/Accredited Investor warrants Non-controlling redeemable preferred shares - derivative liability Balance at December 31, 2022 $ 2,000 $ — $ 218,884 $ 359,225 Total (gains) losses for period included in earnings (1,000) — 214,758 76,840 Balance at March 31, 2023 $ 1,000 $ — 433,642 $ 436,065 Total (gains) losses for period included in earnings (784) — (143,010) (83,059) Balance at June 30, 2023 $ 216 $ — $ 290,632 $ 353,006 The fair value of the level 3 Private Warrants was estimated at June 30, 2023 using the Black-Scholes model which used the following inputs: term of 2.72 years, risk free rate of 4.60%, no dividends, volatility of 61.0%, and strike price of $11.50. 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 3.22 years, risk free rate of 4.20%, no dividends, volatility of 67.0%, and strike price of $11.50. The fair value of the level 3 Institutional/Accredited Investor warrants was estimated at June 30, 2023 using the Black-Scholes model which used the following inputs: term of 4.60 years, risk free rate of 4.21%, no dividends, volatility of 62.0%, common stock price of $0.60, and strike price of $3.75. 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 5.10 years, risk free rate of 3.97%, no dividends, volatility of 62.0%, common stock price of $0.50, and strike price of $3.75. The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at June 30, 2023: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $— $— $— $— Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Capital expenditure forecast (in millions) $— $— $— $— Probability of warrants vesting (a) —% —% —% —% __________________ (a) During the second quarter ended June 30, 2022, the Company significantly lowered its forecast of Levo's capital deployments due to the passage by the United States Congress of the Infrastructure Investment and Jobs Act bill, and the related unveiling of the Environmental Protection Agency’s 2022 Clean School Bus rebates. The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants. Therefore, at June 30, 2023, the Company has determined that it is unlikely that the unvested warrants will vest. The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at June 30, 2022: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $— $— $— $— Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Term (years) 8.90 8.90 8.90 8.90 Risk free rate 3.0% 3.0% 3.0% 3.0% 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. Therefore, at June 30, 2022, the Company has determined that it is unlikely that the unvested warrants will vest. The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at June 30, 2023 using the M onte Carlo Simulation model which used the following inputs: terms range from 1.09 years to 7.0 years, risk free rate of 4.1%, no dividends, volatility of 66.0% 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, 2022 using the M onte Carlo Simulation model which used the following inputs: terms range from 1.60 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%. There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2023 and 2022. Cash, accounts receivable, accounts payable, and accrued expenses are generally carried on the cost basis, which management believes approximates fair value due to the short-term maturity of these instruments. |
Derivative Liability - Non-Cont
Derivative Liability - Non-Controlling Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability - Non-Controlling Redeemable Preferred Stock | Derivative Liability - Non-Controlling Redeemable Preferred Stock The Company has determined that the redemption features embedded in the non-controlling redeemable preferred stock is required to be accounted for separately from the redeemable preferred stock as a derivative liability. Separation of the redemption features as a derivative liability is required because its economic characteristics and risks are considered more akin to a debt instrument, and therefore, not considered to be clearly and closely related to the economic characteristics of the redeemable preferred stock. The economic characteristics of the redemption features are considered more akin to a debt instrument because the minimum redemption value could be greater than the face amount, the redemption features are contingently exercisable, and the shares carry a fixed mandatory dividend. Accordingly, the Company has recorded an embedded derivative liability representing the estimated fair value of the right of the holders to exercise their redemption option upon the occurrence of a redemption event. The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of derivative liability” financial statement line item of the company’s condensed consolidated statements of operations. For additional information on the non-controlling redeemable preferred stock, see Note 18 . The following table displays the fair value of derivatives by balance sheet line item: June 30, 2023 December 31, 2022 Derivative liability - non-controlling redeemable preferred shares $ 353,006 $ 359,225 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments [Abstract] | |
Investments | Investments The Company accounts for its 13% equity ownership in Dreev as an investment in equity securities without a readily determinable fair value subject to impairment. The Company has a consulting services agreement with Dreev related to software development and operations. The consulting services were zero fo r each of the three and six months ended June 30, 2023 and 2022. The consulting services are being provided to Dreev at the Company’s cost and is recognized as other income, net in the condensed consolidated statements of operations. In accordance with an advanced subscription agreement dated June 6, 2022, the Company invested $1.0 million in Switch EV Ltd ("Switch"), a nonpublic entity incorporated and registered in the United Kingdom through an advance subscription agreement for a future equity ownership expected be more or less than 5% subject to final valuations. Switch will automatically award the Company the equity ownership with conversion shares in equity upon its completion of either a financing round, company sale or IPO, or dissolution event. The Company is expected to account for the investment as an investment in equity securities without a readily determinable fair value subject to impairment. The Company and Switch intend to collaborate in the future to integrate technologies for the advancement of V2G. On March 30, 2023, the Company sold its investment interest in Switch for $1.3 million. A gain of $0.3 million was recorded in Other, net on the statements of operations. |
Account Receivables, Net
Account Receivables, Net | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Account Receivables, Net | Account Receivables, Net The following tables summarizes the Company's accounts receivable: June 30, 2023 December 31, 2022 Trade receivables $ 2,046,709 $ 1,149,301 Interest receivable 46,736 31,227 Less: allowance for credit losses (65,824) (58,834) Accounts receivable, net $ 2,027,621 $ 1,121,694 Allowance for doubtful accounts: Balance December 31, 2022 $ (58,834) Provision — Write-off (6,990) Recoveries — Balance at June 30, 2023 $ (65,824) |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table summarizes the Company’s inventories balance by category: June 30, 2023 December 31, 2022 DC Chargers $ 6,634,042 $ 9,248,398 AC Chargers 164,879 123,247 Vehicles - School Buses 1,620,000 1,620,000 Others 520,375 560,186 Total $ 8,939,296 $ 11,551,831 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 December 31, 2022 Computers & Servers 1 year to 3 years $ 153,524 $ 130,417 Vehicles 5 years to 7 years 139,788 139,788 Office furniture and equipment 3 years to 5 years 356,473 326,613 Others (1) 5 years to 7 years 309,126 256,685 Total 958,911 853,503 Less: Accumulated Depreciation (306,253) (216,559) Property, plant and equipment, net $ 652,658 $ 636,944 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation expense $ 46,571 $ 36,290 $ 96,529 $ 62,265 __________________ |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets At both June 30, 2023 and December 31, 2022, the Company had recorded a gross intangible asset balance of $2,091,556, which is related to patent and intangible property rights acquired. Amortization expense of intangible assets was $34,859 each for the three months ended June 30, 2023 and 2022. Amortization expense of intangible assets was $69,719 each for the six months ended June 30, 2023 and 2022. Accumulated amortization totaled $819,635 and $749,916 at June 30, 2023 and December 31, 2022, respectively. The net amount of intangible assets of $1,271,921 at June 30, 2023, will be amortized over the weighted average remaining life of 9.3 years . Total estimated future amortization expense is as follows: 2023 (remaining six months) $ 69,717 2024 139,437 2025 139,437 2026 137,770 2027 132,770 Thereafter 652,790 $ 1,271,921 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity As of June 30, 2023, the Company has authorized two classes of stock, Common Stock, and Preferred Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000, of which 100,000,000 authorized shares are Common Stock with a par value of $0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $0.0001 per share (“Preferred Stock”). Please see Note 11, “ Stockholders' Equity ,” in the Notes to Consolidated Financial Statements included in the Company’s 2022 Form 10-K for a detailed discussion of the Company’s stockholders' equity. Shelf Registration On April 25, 2022, the Company filed a shelf registration statement with the SEC which will allow it to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $100.0 million. The shelf registration statement was declared effective on May 5, 2022. The Company believes that it will be able to raise capital by issuing securities pursuant to its effective shelf registration statement. 2023 ATM Offering Program On January 31, 2023, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum 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 paid 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. During the six months ended June 30, 2023, the Company sold 1,415,002 shares of common stock pursuant to the ATM Agreement at an average price of $0.63 per share for aggregate net proceeds of approximately $0.8 million. February 2023 Registered Direct Offering On February 17, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 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 6.0% of the gross proceeds. April 2023 Registered Direct Offering On April 14, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 1,818,181 shares of common stock in a registered direct offering (the “April 2023 Offering”). The offering price for the shares was $0.55 per share of common stock. The closing of the April 2023 Offering occurred on April 17, 2023. The aggregate gross proceeds from the April 2023 Offering was approximately $1.0 million. Chardan Capital Markets LLC acted as the placement agent for the April 2023 Offering and received a sales commission of 6.0% of the gross proceeds. June 2023 Registered Direct Offering On June 6, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 2,492,530 shares of common stock in a registered direct offering (the “June 2023 Offering”). The offering price for the shares was $0.40 per share of common stock. The closing of the June 2023 Offering occurred on June 6, 2023. The aggregate gross proceeds from the June 2023 Offering was approximately $1.0 million. Chardan Capital Markets LLC acted as the placement agent for the June 2023 Offering and received a sales commission of 6.0% of the gross proceeds. Securities Purchase Agreement, Pre-Funded Warrants and Warrants On July 27, 2022, the Company entered into a securities purchase agreement with a certain institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 2,150,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), pre-funded warrants to purchase an aggregate of 1,850,000 shares of Common Stock (the “Pre-Funded Warrants”), and warrants (the “Warrants”) to purchase an aggregate of 4,000,000 shares of Common Stock in a registered direct offering (the “Offering”). The Offering closed on July 29, 2022. The aggregate gross proceeds to the Company from the Offering were approximately $14.0 million and net proceeds were approximately $13.1 million , excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Warrants. The Pre-Funded Warrants were exercised as of December 31, 2022. The Warrants have an exercise price of $3.75 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, and each Warrant is exercisable for one share of Common Stock. The Warrants are exercisable beginning six months from the date of issuance and terminates five years from the initial exercisability date. The Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the condensed consolidated statement of operations. See Note 4 for details of changes in fair value of the unvested warrants recorded in the condensed consolidated statement of operations. Warrants - Stonepeak and Evolve On May 17, 2021, in connection with the signing of a letter of agreement, relating to the formation of Levo (the "Letter Agreement"), the Company issued to Stonepeak and Evolve ten year warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve). See below for details. The grant-date fair value of the warrants issued to Stonepeak and Evolve were: series B $12.8 million, series C $5.6 million, series D $4.8 million, series E $3.8 million and series F $3.2 million. The fair values of the vested warrants are recorded in the condensed consolidated balance sheets in additional-paid-in capital in stockholders' equity as the vested warrants are indexed to the Company’s common stock and meet the conditions for equity classification. The unvested warrants are recorded as a liability in the condensed consolidated balance sheets at fair value, with changes in fair value recorded in the condensed consolidated statements of operations as the unvested warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details of changes in fair value of the unvested warrants recorded in the condensed consolidated statement of operations. The Company issued to Stonepeak and Evolve the following ten year warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve): • Series B warrants to purchase 2,000,000 shares of the Company’s common stock, at an exercise price of $10.00 per share, which are fully vested upon issuance, • Series C warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $15.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million in aggregate capital expenditures, • Series D warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $20.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $250 million in aggregate capital expenditures, • Series E warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $30.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $375 million in aggregate capital expenditures, and • Series F warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $40.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures. The warrants may be exercised at any time on or after the date that is 180 days after the applicable vesting date. Securities Purchase Agreement On May 17, 2021, in connection with the signing of the Letter Agreement, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provide them from time to time between November 13, 2021 and November 17, 2028, in their sole discretion, to purchase up to an aggregate of $250 million in shares of the Company’s common stock at a purchase price of $50.00 per share (allocated 90% to Stonepeak and 10% to Evolve). See below f or details. The grant-date fair value of the Securities Purchase Agreement to purchase shares of the Company’s common stock was $12.6 million, and is recorded in the condensed consolidated balance sheet as equity in additional-paid-in capital as it is indexed to the Company’s common stock and meets the conditions for equity classification . In connection with the signing of the Letter Agreement, as reference above, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve. • 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. Warrants - Public and Private In connection with its initial public offering on February 19, 2020, Newborn sold 5,750,000 units, which included one warrant to purchase Newborn’s common stock (the “Public Warrants”). Also, on February 19, 2020, NeoGenesis Holding Co., Ltd., Newborn’s sponsor (“the Sponsor”), purchased an aggregate of 272,500 private units, each of which included one warrant (the “Private Warrants”), which have the same terms as the Public Warrants. Upon completion of the merger between Nuvve and Newborn, the Public Warrants and Private Warrants were automatically converted to warrants to purchase Common Stock of the Company. The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 1,425,000 of Newborn’s common stock, at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000 (the "PIPE"). Upon closing of the PIPE immediately prior to the closing of the Business Combination, the PIPE investors also received 1.9 PIPE Warrants to purchase the Company’s Common Stock for each share of Common Stock purchased. The PIPE Warrants are each exercisable for one-half of a common share at $11.50 per share and have the same terms as described above for the Public Warrants. The PIPE investors received demand and piggyback registration rights in connection with the securities issued to them. Because the Private Warrants have dissimilar terms with respect to the Company’s redemption rights depending on the holder of the Private Warrants, the Company determined that the Private Warrants are required to be carried as a liability in the condensed consolidated balance sheet at fair value, with changes in fair value recorded in the condensed consolidated statement of operations. The Private Warrants are reflected as a liability in the condensed consolidated balance sheet as of June 30, 2023 and the change in the fair value of the Private Warrants is reflect ed in the condensed consolidated statement of operations. See Note 4 for details of changes in fair value of the Private Warrants recorded in the condensed consolidated statement of operations. The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at June 30, 2023: Number of Number of Number of Exercise Expiration Public Warrants 2,875,000 — 2,875,000 $11.50 March 19, 2026 Private Warrants 136,250 — 136,250 $11.50 March 19, 2026 PIPE Warrants 1,353,750 — 1,353,750 $11.50 March 19, 2026 Stonepeak/Evolve Warrants - series B 2,000,000 — 2,000,000 $10.00 May 17, 2031 Stonepeak/Evolve Warrants - series C 1,000,000 — 500,000 $15.00 May 17, 2031 Stonepeak/Evolve Warrants - series D 1,000,000 — 500,000 $20.00 May 17, 2031 Stonepeak/Evolve Warrants - series E 1,000,000 — 500,000 $30.00 May 17, 2031 Stonepeak/Evolve Warrants - series F 1,000,000 — 500,000 $40.00 May 17, 2031 Institutional/Accredited Investor Warrants 4,000,000 — 4,000,000 $3.75 July 29, 2027 14,365,000 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. |
Stock Option Plan
Stock Option Plan | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Plan | Stock Option Plan In 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provides for the grant of restricted stock awards, stock options, and other share-based awards to employees, consultants, and directors. In November 2020, the Company’s Board of Directors extended the term of the 2010 Plan to July 1, 2021. In 2021, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which provides for the grant of restricted stock awards, incentive and non-statutory stock options, and other share-based awards to employees, consultants, and directors. In June 2023, the 2020 Plan was amended, as approved by shareholders, to increase the common shares reserved for issuance under the plan by 4,000,000 shares. As of June 30, 2023, there is an aggregate of 7,300,000 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 90 days after termination of service. A total of 2,754,306 shares of common stock remained available for future issuance under the 2020 Plan as of August 3, 2023 . Forfeitures are accounted for as it occurs. Stock-based compensation expense recognized in selling, general, and administrative, and research and development are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Options $ 667,923 $ 548,652 $ 1,350,871 $ 1,370,758 Restricted stock 389,646 1,187,254 985,807 1,801,093 Stock options - modified options 11,618 25,459 24,250 45,158 Profit interest units 34,219 140,850 (291,701) 140,850 Total $ 1,103,406 $ 1,902,215 $ 2,069,227 $ 3,357,859 The following is a summary of the stock option activity under the 2010 Plan for the six months ended June 30, 2023: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2022 853,507 2.91 5.70 — Granted — — — — Exercised — — — — Forfeited (8,409) 4.66 — — Expired/Cancelled (23,893) 6.54 — — Outstanding - June 30, 2023 821,205 2.58 5.44 — Options Exercisable at June 30, 2023 798,366 2.60 3.67 — Option Vested at June 30, 2023 798,366 2.60 3.67 — The weighted-average grant-date fair value of options granted during the six months ended June 30, 2023 was zero. The following is a summary of the stock option activity under the 2020 Plan for the six months ended June 30, 2023: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2022 1,711,112 11.71 8.46 — Granted 115,800 0.57 — — Exercised — — — — Forfeited (24,638) 6.52 — — Expired/Cancelled (7,887) 10.43 — — Outstanding - June 30, 2023 1,794,387 11.07 8.06 8,928 Options Exercisable at June 30, 2023 794,849 13.25 7.66 — Option Vested at June 30, 2023 794,849 13.25 7.66 — The weighted-average grant-date fair value of options granted during the six months ended June 30, 2023 was $0.26. During the year ended December 31, 2021, 1,640,000 options were modified to lower the exercise price by $0.60 per share, which resulted in $246,000 of incremental compensation cost to be recognized over the remaining vesting period. The amount of additional compensation expense for the three and six months ended June 30, 2023, was $11,618 and $24,250, respectively. The amount of additional compensation expense for the three and six months ended June 30, 2022, was $25,459 and $45,158, respectively. Other Information: Six Months Ended 2023 2022 Amount received from option exercised $ — $ 173,575 June 30, 2023 Weighted average remaining recognition period Total unrecognized options compensation costs $ 4,763,476 2.34 No amounts relating to the Plan have been capitalized. Compensation cost is recognized over the requisite service period based on the fair value of the options. A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2022, and changes during the six months ended June 30, 2023, is presented below: Shares Weighted- Nonvested at December 31, 2022 436,259 6.43 Granted (1) 1,432,446 0.52 Vested/Release (1,078,720) 1.22 Cancelled/Forfeited (57,832) 4.61 Nonvested and Outstanding at June 30, 2023 732,153 2.68 __________________ (1) Includes 832,322 shares awarded for the 2022 employee annual bonus with fair value of $391,191 issued during the second quarter ended June 30, 2023. As of June 30, 2023, there was $960,879 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 0.75 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income tax expense $ — $ — $ — $ — Effective tax rate 0.0 % 0.0 % 0.0 % 0.0 % The effective tax rate used for interim periods is the estimated annual effective tax rate, based on current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The effective tax rate differed from the U.S. federal statutory tax rate primarily due to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. The Company currently has a full valuation allowance against its deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the six months ended June 30, 2023, there was no material change from the year ended December 31, 2022 in the amount of the Company’s deferred tax assets that are not considered to be more likely than not to be realized in future years. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss attributable to Nuvve Holding Corp. common stockholders $ (8,224,707) $ (5,494,918) $ (16,121,858) $ (10,350,727) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 27,734,130 19,064,854 26,129,789 18,965,167 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.30) $ (0.29) $ (0.62) $ (0.55) The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options issued and outstanding 2,522,952 2,688,173 2,511,308 2,858,756 Nonvested restricted stock issued and outstanding 383,617 869,945 344,987 867,793 Public warrants 2,875,000 2,875,000 2,875,000 2,875,000 Private warrants 136,250 136,250 136,250 136,250 PIPE warrants 1,353,750 1,353,750 1,353,750 1,353,750 Stonepeak and Evolve warrants 6,000,000 6,000,000 6,000,000 6,000,000 Stonepeak and Evolve options 5,000,000 5,000,000 5,000,000 5,000,000 Institutional/Accredited Investor Warrants 4,000,000 — 4,000,000 — Total 22,271,569 18,923,118 22,221,295 19,091,549 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties As described in Note 6 , the Company holds equity interests in and provides certain consulting services to Dreev, an entity in which a stockholder of the Company owns the other portion of Dreev’s equity interests. During the three and six months ended June 30, 2023, the Company recognized re venue of zero and $65,670, respectively, from an entity that is an investor in the Company. During the three and six months ended June 30, 2022, the Company recognized re venue of zero and $28,000, respectively, from an entity that is an investor in the Company. The Company had a balance of accounts receivable of approximately zero at both June 30, 2023 and December 31, 2022 from the same entity that is an investor in the Company. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
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. Supplemental unaudited condensed consolidated balance sheet information related to leases is as follows: Classification June 30, 2023 December 31, 2022 Operating lease assets Right-of-use operating lease assets $ 5,076,837 5,305,881 Finance lease assets Property, plant and equipment, net 15,918 18,467 Total lease assets $ 5,092,755 $ 5,324,348 Operating lease liabilities - current Operating lease liabilities - current $ 856,635 824,326 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 4,867,157 5,090,170 Finance lease liabilities - current Other liabilities 7,318 7,184 Finance lease liabilities - noncurrent Other long-term liabilities 10,513 12,959 Total lease liabilities $ 5,741,623 $ 5,934,639 The components of lease expense are as follows: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Classification 2023 2022 2023 2022 Operating lease expense Selling, general and administrative $ 228,633 $ 164,076 $ 457,267 $ 340,597 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 1,432 1,451 2,855 7,391 Interest on finance lease liabilities Interest income, net 464 599 957 1,238 Total lease expense $ 230,529 $ 166,126 $ 461,079 $ 349,226 Operating Lease Finance Lease Maturities of lease liabilities are as follows: June 30, 2023 June 30, 2023 2023 $ 441,493 $ 3,659 2024 892,212 7,318 2025 893,046 7,318 2026 921,273 1,830 2027 946,683 — Thereafter 3,798,553 — Total lease payments 7,893,260 20,125 Less: interest (2,169,468) (2,295) Total lease obligations $ 5,723,792 $ 17,830 Lease term and discount rate: June 30, 2023 December 31, 2022 Weighted-average remaining lease terms (in years): Operating lease 8.3 9.0 Finance lease 2.8 3.3 Weighted-average discount rate: Operating lease 7.8% 7.8% Finance lease 7.8% 7.8% Other Information: Six Months Ended June 30, Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 229,044 $ 80,869 Operating cash flows - finance leases $ 4,686 $ 1,238 Financing cash flows - finance leases $ 4,480 $ 4,425 Leased assets obtained in exchange for new finance lease liabilities $ 15,918 $ 20,827 Leased assets obtained in exchange for new operating lease liabilities $ — $ — Sublease In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company's 4,811 square foot expansion. The term of the sublease is six months to twelve months with fixed base rental income ranging from $2,250 to $14,500 per month. The sublease has no option for renewal or extension at the end of the sublease term. Sublease income are as follows: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Classification 2023 2022 2023 2022 Sublease lease income Other, net $ 101,915 $ 20,125 $ 231,685 $ 20,125 Lessor In February 2022, the Company entered into a 10 year master services agreement ("MSA") with a certain school district for FaaS to electrify their school bus fleet. A statement of work (“SOW”) for engineering, procurement and construction ("EPC") was also executed in conjunction with the MSA. As part of this SOW, the Company will provide electric vehicle supply equipment ("EVSE") and related warranties, infrastructure engineering and construction, installation of EVSE, and subscription services to Nuvve’s V2G GIVe platform. The MSA has both lease and non-lease 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 $117,436 and $97,054 at June 30, 2023 and December 31, 2022, respectively . Lease income are as follows: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Classification 2023 2022 2023 2022 Lease income Products and services $ 24,027 $ — $ 24,027 $ — Interest income Products and services 3,835 6,430 — Total lease income $ 27,862 $ — $ 30,457 $ — |
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. Supplemental unaudited condensed consolidated balance sheet information related to leases is as follows: Classification June 30, 2023 December 31, 2022 Operating lease assets Right-of-use operating lease assets $ 5,076,837 5,305,881 Finance lease assets Property, plant and equipment, net 15,918 18,467 Total lease assets $ 5,092,755 $ 5,324,348 Operating lease liabilities - current Operating lease liabilities - current $ 856,635 824,326 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 4,867,157 5,090,170 Finance lease liabilities - current Other liabilities 7,318 7,184 Finance lease liabilities - noncurrent Other long-term liabilities 10,513 12,959 Total lease liabilities $ 5,741,623 $ 5,934,639 The components of lease expense are as follows: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Classification 2023 2022 2023 2022 Operating lease expense Selling, general and administrative $ 228,633 $ 164,076 $ 457,267 $ 340,597 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 1,432 1,451 2,855 7,391 Interest on finance lease liabilities Interest income, net 464 599 957 1,238 Total lease expense $ 230,529 $ 166,126 $ 461,079 $ 349,226 Operating Lease Finance Lease Maturities of lease liabilities are as follows: June 30, 2023 June 30, 2023 2023 $ 441,493 $ 3,659 2024 892,212 7,318 2025 893,046 7,318 2026 921,273 1,830 2027 946,683 — Thereafter 3,798,553 — Total lease payments 7,893,260 20,125 Less: interest (2,169,468) (2,295) Total lease obligations $ 5,723,792 $ 17,830 Lease term and discount rate: June 30, 2023 December 31, 2022 Weighted-average remaining lease terms (in years): Operating lease 8.3 9.0 Finance lease 2.8 3.3 Weighted-average discount rate: Operating lease 7.8% 7.8% Finance lease 7.8% 7.8% Other Information: Six Months Ended June 30, Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 229,044 $ 80,869 Operating cash flows - finance leases $ 4,686 $ 1,238 Financing cash flows - finance leases $ 4,480 $ 4,425 Leased assets obtained in exchange for new finance lease liabilities $ 15,918 $ 20,827 Leased assets obtained in exchange for new operating lease liabilities $ — $ — Sublease In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company's 4,811 square foot expansion. The term of the sublease is six months to twelve months with fixed base rental income ranging from $2,250 to $14,500 per month. The sublease has no option for renewal or extension at the end of the sublease term. Sublease income are as follows: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Classification 2023 2022 2023 2022 Sublease lease income Other, net $ 101,915 $ 20,125 $ 231,685 $ 20,125 Lessor In February 2022, the Company entered into a 10 year master services agreement ("MSA") with a certain school district for FaaS to electrify their school bus fleet. A statement of work (“SOW”) for engineering, procurement and construction ("EPC") was also executed in conjunction with the MSA. As part of this SOW, the Company will provide electric vehicle supply equipment ("EVSE") and related warranties, infrastructure engineering and construction, installation of EVSE, and subscription services to Nuvve’s V2G GIVe platform. The MSA has both lease and non-lease 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 $117,436 and $97,054 at June 30, 2023 and December 31, 2022, respectively . Lease income are as follows: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Classification 2023 2022 2023 2022 Lease income Products and services $ 24,027 $ — $ 24,027 $ — Interest income Products and services 3,835 6,430 — Total lease income $ 27,862 $ — $ 30,457 $ — |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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. Please see Note 17(e) below for details regarding a legal proceeding currently pending with a Company supplier. (b) Research Agreement Effective September 1, 2016, the Company is party to a research agreement with a third party, which is also a Company stockholder, whereby the third party will perform research activity as specified annually by the Company. Under the terms of the agreement, the Company paid a minimum of $400,000 annually in equal quarterly installments. For the six months ended June 30, 2023 and 2022, $233,333 and $200,000, respectively, w ere paid under the research agreement. In October 2022, the agreement was renewed for one year through August 2023. At June 30, 2023, $66,667 remained to be paid under the renewed agreement. (c) In-Licensing The Company is a party to a licensing agreement for non-exclusive rights to intellectual property which will expire at the later of the date at which the last patent underlying the intellectual property expires or 20 years from the sale of the first licensed product. Under the terms of the agreement, the Company will pay up to an aggregate of $700,000 in royalties upon achievement of certain milestones. As of June 30, 2023 and December 31, 2022, no royalty expenses had been incurred under this agreement . In November 2017, the Company executed an agreement ("IP Acquisition Agreement") with the University of Delaware ("Seller") whereby all rights, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $500,000 and common shares valued at $1,491,556. The total acquisition cost of $1,991,556 was capitalized and is being amortized over the fifteen year expected life of the patents underlying the intellectual property. Under the terms of the agreement, the Company will pay up to an aggregate $7,500,000 in royalties to the Seller upon achievement of milestones, related to the aggregate number of vehicles that have had access to the Company’s GIVe platform system for a period of at least six consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows: Milestone Event: Aggregated Vehicles Milestone 10,000 $ 500,000 20,000 750,000 40,000 750,000 60,000 750,000 80,000 750,000 100,000 1,000,000 200,000 1,000,000 250,000 2,000,000 $ 7,500,000 The Seller will retain a non-exclusive, royalty-free license, to utilize the intellectual property solely for research and education purposes. As of June 30, 2023, 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, Rhombus Energy Solutions, Inc. (“Rhombus”), for a quantity of DC fast chargers and dispensers for EVs (the “DC Chargers”), for a total price of $13.2 million, with the delivery date specified as the week of November 15, 2021. However, the supplier subsequently notified Nuvve that it would be unable to meet the contracted delivery date as a result of supply chain issues. The parties therefore agreed to change the delivery date to on or about December 15, 2021. As of the end of December 31, 2021, Nuvve received a partial shipment of the DC Chargers, for which Nuvve paid $6.3 million. The delivered DC Chargers did not fully conform to required software and hardware specifications. In April 2022, the parties agreed to address the technical issues necessary to bring the DC charges into full conformity with specifications, and to amend the mix defined in the original PO for the delivery of the remaining DC Chargers still subject to the original PO. As of June 30, 2023 , the supplier is still in the process of bringing the delivered DC Chargers into full conformance. No amendments to the original PO have been executed. To the extent Nuvve and the supplier are unable to align on mutually agreeable terms to resolve the dispute relating to the PO, Nuvve believes it has no obligation to purchase or accept delivery against the PO given that the supplier failed to timely deliver conforming DC Chargers in accordance with the stated PO terms. The supplier asserts, however, that the original PO was non-cancellable and non-refundable regardless of the DC Chargers’ delivery date, and regardless of any non-conformance. On November 2, 2022, Rhombus filed a demand for arbitration against the Company for breach of contract in connection with the dispute. Rhombus has alleged the Company failed to pay certain purchase orders for D.C. electric vehicle chargers (“V2G Chargers”) totaling approximately $5.0 million. In response, the Company has asserted counterclaims for breach of express warranty, fraudulent inducement (misrepresentation), fraudulent inducement (concealment), violation of California’s Business and Professions Code § 17200, promissory estoppel, and unjust enrichment. The Company has alleged Rhombus fraudulently induced the Company into the purchase of the V2G Chargers by both omitting certain facts including but not limited to Rhombus’ inability to develop, commission, maintain, and service the technology necessary to provide V2G Chargers conforming to those promised under the parties’ contract. Rhombus and the Company are actively engaged in discovery. A final arbitration hearing date has been set for April 29 through May 4, 2024. Nuvve believes the supplier’s position does not have merit and Nuvve intends to exercise all available rights and remedies in its defense. The outcome of any such proceeding is inherently uncertain, and the amount and/or timing of any liability or expense resulting from such a proceeding is not reasonably estimable at this time. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on the Company because of defense and settlement costs, diversion of resources and other factors. (f) Due to Customers During the quarter ended June 30, 2023 , the Company received $3.05 million in Environmental Protection Agency’s 2022 Clean School Bus Rebates on behalf of its customers. The Company is partnering with these customers to implement their Clean School Bus programs. Through June 30, 2023 |
Non-Controlling Interest
Non-Controlling Interest | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | Non-Controlling Interest For entities that are consolidated, but not 100% owned, a portion of the net income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the net income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the condensed consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheets. The primary components of non-controlling interests are separately presented in the Company’s condensed consolidated statements of changes in stockholders’ equity to clearly distinguish the interest in the Company and other ownership interests in the consolidated entities. Net income or loss includes the net income or loss attributable to the holders of non-controlling interests on the Company’s condensed consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests. Levo Series B Redeemable Preferred Stock Levo is authorized to issue 1,000,000 shares of series B preferred stock at no par value. The Series B Preferred Stock (a) pays a dividend, when, as and if declared by Levo's Board of Directors, of 8.0% per annum of the stated value per share, payable quarterly in arrears, (b) has an initial stated value of $1,000 per share, and dividends are paid in cash. Levo accrues for undeclared and unpaid dividends as they are payable in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware. At June 30, 2023, Levo had accumulated unpaid accrued preferred dividends of $466,576, included in accrued liabilities, on 3,138 issued and outstanding shares of Series B Preferred Stock. Series B Preferred Stock is not a participating or convertible securities. Series B Preferred Stock is not currently redeemable but it could be redeemable with the passage of time at the election of Levo or the preferred shareholders or upon the occurrence of a trigger event as defined in the preferred stock agreement. Since the redeemable preferred stock may be redeemed by the preferred shareholders or upon the occurrence of a trigger event that is not solely within the control of Levo, but is not mandatorily redeemable; therefore, based on its characteristics, Levo has classified the Series B Preferred Stock as mezzanine equity. At June 30, 2023, Series B Preferred Stock consisted of the following: Shares Authorized Shares Issued and Outstanding Stated Value per Share Initial Carrying Value Cumulative Unpaid Accrued Preferred Dividends Liquidation Preference 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 466,576 $ 3,604,576 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 initially recognized at fair value of $3,138,000, the proceeds on the date of issuance. This amount has been further reduced by $497,606, the fair value of the embedded derivative liability at date of issuance, resulting in an adjusted initial value of $2,640,394. Levo is accreting the difference between the adjusted carrying initial value and the redemption price value over the seven-year period from date of issuance of August 4, 2021 through July 4, 2028 (the date at which the preferred shareholders have the unconditional right to redeem the shares, deemed to be the earliest likely redemption date) using the effective interest method. The accretion to the carrying value of the redeemable preferred stock is treated as a deemed dividend, recorded as a charge to retained earnings of Levo. During the six months ended June 30, 2023, Levo accreted $322,932 resulting in the carrying value of the redeemable preferred stock of $3,870,697. The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheet at June 30, 2023: June 30, 2023 December 31, 2022 Balance at December 31, 2022 $ (3,950,186) (2,501,633) Net income (loss) attributable to non-controlling interests $ 14,754 (538,841) Less: dividends paid to non-controlling interests 139,970 263,846 Less: Preferred share accretion adjustment 322,932 645,866 Non-controlling interests $ (4,398,334) $ (3,950,186) The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s condensed consolidated statements of operations as of June 30, 2023: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) attributable to non-controlling interests $ 8,466 $ (189,945) $ 14,754 $ (290,878) Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity June 30, 2023 December 31, 2022 Beginning balance $ 3,547,765 $ 2,901,899 Preferred share Accretion adjustment 322,932 645,866 Ending balance $ 3,870,697 $ 3,547,765 Profits Interests Units (Class D Incentive Units) In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation – Stock Compensation or (b) a bonus arrangement which should be accounted for under ASC 710, Compensation – General . Based on the features of the Profits Interests, the awards are considered stock compensation to be accounted for as equity. Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards. Subject to the grantee not incurring a termination prior to the applicable vesting date, the Incentive Units will vest as follows: (i) 80% of the Incentive Units will vest in equal 25.0% installments on each of the first four (4) anniversaries of the grant date (such that 80% of the total number of Incentive Units issued to the grantee hereunder will be vested on the fourth anniversary of the Grant Date) and (ii) the remaining 20% of the Incentive Units will vest upon a Change of Control. Therefore, the expenses recorded will only reflect the 80% vesting portion. During the three and six months ended June 30, 2023, the Company recorded compensation expenses, included in selling, general, and administrative, under the Profits Interests of $34,219 and $62,451, respectively. During the three and six months ended June 30, 2022, the Company recorded compensation expenses, included in selling, general, and administrative, under the Profits Interests of $140,850 each, respectively. The Company uses the M onte Carlo Simulation model to estimate the fair value of Class D Incentive Units. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the M onte Carlo Simulation model to calculate the fair value of Class D Incentive Units outstanding as of June 30, 2023. Class D Units Expected life of Class D Incentive Units (in years) (1) 5.5 Risk-free interest rate (2) 3.02 % Volatility (3) 69.50 % __________________ (1) 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, 2022, and changes during the six months ended June 30, 2023, is presented below: Shares Weighted- Nonvested at December 31, 2022 250,000 13.28 Granted — — Vested — — Cancelled (1) 200,000 12.49 Nonvested and Outstanding at June 30, 2023 50,000 12.49 __________________ (1) Cancelled units represents unvested units granted to cliff vest on the grant anniversary date. However, the employees were terminated before the grant date anniversary. As a result, the previously recognized expenses of $421,371 was reversed. As of June 30, 2023, there was $345,833 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 2.75 years. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying (i) unaudited condensed consolidated balance sheet as of December 31, 2022, which has been derived from audited financial statements, and (ii) unaudited interim condensed financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the 2022 Form 10-K, filed with the SEC on March 31, 2023. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2023 or any future period. In accordance with Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements - Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the unaudited condensed 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 $132.6 million as of June 30, 2023. Nuvve incurred operating losses of approximately $16.2 million as of the six months ended June 30, 2023, and $36.9 million and $27.2 million for the years ended December 31, 2022, and 2021, respectively. Nuvve cash used in operations were $9.0 million for the six months ended June 30, 2023, and $34.1 million and $29.2 million for the years ended December 31, 2022, and 2021, respectively. As of June 30, 2023, Nuvve had a cash balance, working capital, and stockholders’ equity of $11.1 million, $15.1 million and $13.2 million, respectively. The Company continues to expect to generate operating losses and negative cash flows and may need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company's Grid Integrated Vehicle ("GIVe") platform and the achievement of a level of revenues adequate to support its cost structure. 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 condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Principles of Consolidation | Principles of ConsolidationThe condensed consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation. |
Variable Interest Entities | Variable Interest Entities Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity ("VIE"). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo's common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non-controlling interest for the share of the entity owned by Stonepeak and Evolve. Assets and Liabilities of Consolidated VIEs The Company's condensed consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net income (loss) attributable to non-controlling interests" in the condensed consolidated statements of operations and "Non-controlling interests" in the condensed consolidated balance sheets. See Note 18 for details of non-controlling interests. The Company began consolidating the assets, liabilities and results of operations of Levo during the quarter ended September 30, 2021. |
Non-controlling Interests | 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 triggering event as defined in the preferred stock agreement. As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified as mezzanine equity in the Company’s unaudited condensed consolidated balance sheets. The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value. The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method. The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional-paid-in-capital. The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount. See Note 18 for details. Non-controlling interests The Company presents non-controlling interests as a component of equity on its condensed consolidated balance sheets and reports the portion of its earnings or loss for non-controlling interest as net earnings or loss attributable to non-controlling interests in the condensed consolidated statements of operations. For entities that are consolidated, but not 100% owned, a portion of the net income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the net income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the condensed consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheets. The primary components of non-controlling interests are separately presented in the Company’s condensed consolidated statements of changes in stockholders’ equity to clearly distinguish the interest in the Company and other ownership interests in the consolidated entities. Net income or loss includes the net income or loss attributable to the holders of non-controlling interests on the Company’s condensed consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests. |
Emerging Growth Company | Emerging Growth CompanySection 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt-out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This different adoption timing may make a comparison of the Company’s financial statements with another public company, which is neither an EGC nor an EGC that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share-based payments, lease incremental borrowing rate, derivative liability associated with redeemable preferred shares, revenue recognition, the fair value of warrants, and the recognition and disclosure of contingent liabilities. Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. |
Cash and Restricted Cash | Cash and Restricted Cash The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. In connection with a new office lease agreement, the Company was required to provide an irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The amount securing the letter of credit was recorded as restricted cash as of June 30, 2023 and December 31, 2022 was $480,000 . |
Concentrations of Credit Risk | Concentrations of Credit Risk At June 30, 2023 and December 31, 2022, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the three and six months ended June 30, 2023 two and one customers accounted for 28.4% and 27.5% of revenue, respectively. For the three and six months ended June 30, 2022 three and two customers accounted for 54.9% and 58.8% o f revenue, respectively. During the three and six months ended June 30, 2023, the Company's top five customers accounted for approximately 53.5% and 52.1%, respectively, o f the Company’s total revenue. During the three and six months ended June 30, 2022, the Company's top five customers accounted for approximately 71.8% and 70.1%, respectively, o f the Company’s total revenue. At June 30, 2023 , three customers accounted f or 54.7% of accounts receivable. At December 31, 2022, three customers accounted for 40.6% of a ccounts receivable. Approximat ely 69.2% and 53.6% of the Company’s trade accounts receivable balance was with five customers at June 30, 2023 and December 31, 2022 , respectively. The Company estimates its maximum credit risk for accounts receivable at the amount |
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 rent 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. The Company adopted the guidance effective beginning January 1, 2023. The adoption of the guidance did not have a material impact on its condensed consolidated financial statements. Recently issued accounting pronouncements not yet adopted |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities included in the company’s condensed consolidated balance sheets | The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s condensed consolidated balance sheets at June 30, 2023: June 30, 2023 December 31, 2022 Assets Cash $ 27,393 $ 27,629 Prepaid expenses and other current assets 2,394 59,794 Total Assets $ 29,787 $ 87,423 Liabilities Accounts payable $ 8,380 $ 8,165 Accrued expenses and dividend payable 466,576 336,713 Derivative liability - non-controlling redeemable preferred shares 353,006 359,225 Total Liabilities $ 827,962 $ 704,103 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue recognized over time: Services $ 502,286 $ 73,522 $ 853,785 $ 268,172 Grants 71,118 233,698 145,519 350,947 Revenue recognized at point in time: Products 1,546,723 994,507 2,975,609 3,053,641 Total revenue $ 2,120,127 $ 1,301,727 $ 3,974,913 $ 3,672,760 |
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 and grants with customers as of June 30, 2023 expected to be recognized in the future, and classified as deferred revenue on the condensed consolidated balance sheet, for year ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2023 (remaining six months) $ 61,468 2024 756,781 2025 79,343 2026 43,501 Thereafter 161,966 Total (1) $ 1,103,058 __________________ (1) The revenue recognition is subject to the completion of construction and commissioning of the EV infrastructure. |
Schedule of company operates in a single business segment | The following table summarizes the Company’s revenues by geography: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues: United States $ 1,979,610 $ 1,125,586 $ 3,738,063 $ 3,353,976 United Kingdom — 99,995 33,483 137,385 Denmark 140,517 76,146 203,367 181,399 $ 2,120,127 $ 1,301,727 $ 3,974,913 $ 3,672,760 The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations: June 30, December 31, Long-lived assets: United States $ 1,707,806 $ 1,795,267 United Kingdom 3,611 1,335 Denmark 213,162 181,982 $ 1,924,579 $ 1,978,584 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities measured at fair value on the condensed consolidated balance sheet | The following are the liabilities measured at fair value on the condensed consolidated balance sheet at June 30, 2023 and December 31, 2022 using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Level 2: Level 3: Total at June 30, Total Gains (Losses) For The Three Months Ended June 30, 2023 Total Gains (Losses) For The Six Months Ended June 30, 2023 Recurring fair value measurements Private warrants $ — $ — $ 216 $ 216 $ 784 $ 1,784 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ — $ — Institutional/Accredited Investor warrants $ — $ — $ 290,632 $ 290,632 $ 143,010 $ (71,748) Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 353,006 $ 353,006 $ 83,059 $ 6,219 Total recurring fair value measurements $ — $ — $ 643,854 $ 643,854 $ 226,853 $ (63,745) Level 1: Level 2: Level 3: Total at December 31, Total Gains (Losses) For The Three Months Ended June 30, 2022 Total Gains (Losses) For The Six Months Ended June 30, 2022 Recurring fair value measurements Private warrants $ — $ — $ 2,000 $ 2,000 $ 251,000 $ 684,000 Stonepeak and Evolve unvested warrants $ — $ — $ — $ — 4,334,000 8,677,000 Institutional/Accredited Investor warrants $ — $ — $ 218,884 $ 218,884 $ — $ — Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 359,225 $ 359,225 $ (32,536) $ 20,936 Total recurring fair value measurements $ — $ — $ 580,109 $ 580,109 $ 4,552,464 $ 9,381,936 |
Schedule of fair value on a recurring basis | The following is a reconciliation of the opening and closing balances for the liabilities related to the warrants (Note 11 ) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2023: Private warrants Stonepeak and Evolve unvested warrants Institutional/Accredited Investor warrants Non-controlling redeemable preferred shares - derivative liability Balance at December 31, 2022 $ 2,000 $ — $ 218,884 $ 359,225 Total (gains) losses for period included in earnings (1,000) — 214,758 76,840 Balance at March 31, 2023 $ 1,000 $ — 433,642 $ 436,065 Total (gains) losses for period included in earnings (784) — (143,010) (83,059) Balance at June 30, 2023 $ 216 $ — $ 290,632 $ 353,006 |
Schedule of fair value measurement inputs and valuation techniques | The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at June 30, 2023: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $— $— $— $— Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Capital expenditure forecast (in millions) $— $— $— $— Probability of warrants vesting (a) —% —% —% —% __________________ (a) During the second quarter ended June 30, 2022, the Company significantly lowered its forecast of Levo's capital deployments due to the passage by the United States Congress of the Infrastructure Investment and Jobs Act bill, and the related unveiling of the Environmental Protection Agency’s 2022 Clean School Bus rebates. The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants. Therefore, at June 30, 2023, the Company has determined that it is unlikely that the unvested warrants will vest. The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at June 30, 2022: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $— $— $— $— Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Term (years) 8.90 8.90 8.90 8.90 Risk free rate 3.0% 3.0% 3.0% 3.0% 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) —% —% —% —% __________________ |
Derivative Liability - Non-Co_2
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, 2023 December 31, 2022 Derivative liability - non-controlling redeemable preferred shares $ 353,006 $ 359,225 |
Account Receivables, Net (Table
Account Receivables, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of accounts receivable | The following tables summarizes the Company's accounts receivable: June 30, 2023 December 31, 2022 Trade receivables $ 2,046,709 $ 1,149,301 Interest receivable 46,736 31,227 Less: allowance for credit losses (65,824) (58,834) Accounts receivable, net $ 2,027,621 $ 1,121,694 Allowance for doubtful accounts: Balance December 31, 2022 $ (58,834) Provision — Write-off (6,990) Recoveries — Balance at June 30, 2023 $ (65,824) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory by category | The following table summarizes the Company’s inventories balance by category: June 30, 2023 December 31, 2022 DC Chargers $ 6,634,042 $ 9,248,398 AC Chargers 164,879 123,247 Vehicles - School Buses 1,620,000 1,620,000 Others 520,375 560,186 Total $ 8,939,296 $ 11,551,831 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 December 31, 2022 Computers & Servers 1 year to 3 years $ 153,524 $ 130,417 Vehicles 5 years to 7 years 139,788 139,788 Office furniture and equipment 3 years to 5 years 356,473 326,613 Others (1) 5 years to 7 years 309,126 256,685 Total 958,911 853,503 Less: Accumulated Depreciation (306,253) (216,559) Property, plant and equipment, net $ 652,658 $ 636,944 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation expense $ 46,571 $ 36,290 $ 96,529 $ 62,265 __________________ |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of estimated future amortization expense amortizable intangible assets | Total estimated future amortization expense is as follows: 2023 (remaining six months) $ 69,717 2024 139,437 2025 139,437 2026 137,770 2027 132,770 Thereafter 652,790 $ 1,271,921 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023: Number of Number of Number of Exercise Expiration Public Warrants 2,875,000 — 2,875,000 $11.50 March 19, 2026 Private Warrants 136,250 — 136,250 $11.50 March 19, 2026 PIPE Warrants 1,353,750 — 1,353,750 $11.50 March 19, 2026 Stonepeak/Evolve Warrants - series B 2,000,000 — 2,000,000 $10.00 May 17, 2031 Stonepeak/Evolve Warrants - series C 1,000,000 — 500,000 $15.00 May 17, 2031 Stonepeak/Evolve Warrants - series D 1,000,000 — 500,000 $20.00 May 17, 2031 Stonepeak/Evolve Warrants - series E 1,000,000 — 500,000 $30.00 May 17, 2031 Stonepeak/Evolve Warrants - series F 1,000,000 — 500,000 $40.00 May 17, 2031 Institutional/Accredited Investor Warrants 4,000,000 — 4,000,000 $3.75 July 29, 2027 14,365,000 12,365,000 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Options $ 667,923 $ 548,652 $ 1,350,871 $ 1,370,758 Restricted stock 389,646 1,187,254 985,807 1,801,093 Stock options - modified options 11,618 25,459 24,250 45,158 Profit interest units 34,219 140,850 (291,701) 140,850 Total $ 1,103,406 $ 1,902,215 $ 2,069,227 $ 3,357,859 |
Schedule of stock option activity | The following is a summary of the stock option activity under the 2010 Plan for the six months ended June 30, 2023: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2022 853,507 2.91 5.70 — Granted — — — — Exercised — — — — Forfeited (8,409) 4.66 — — Expired/Cancelled (23,893) 6.54 — — Outstanding - June 30, 2023 821,205 2.58 5.44 — Options Exercisable at June 30, 2023 798,366 2.60 3.67 — Option Vested at June 30, 2023 798,366 2.60 3.67 — The following is a summary of the stock option activity under the 2020 Plan for the six months ended June 30, 2023: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2022 1,711,112 11.71 8.46 — Granted 115,800 0.57 — — Exercised — — — — Forfeited (24,638) 6.52 — — Expired/Cancelled (7,887) 10.43 — — Outstanding - June 30, 2023 1,794,387 11.07 8.06 8,928 Options Exercisable at June 30, 2023 794,849 13.25 7.66 — Option Vested at June 30, 2023 794,849 13.25 7.66 — A summary of the status of the Company’s Class D Incentive Units as of December 31, 2022, and changes during the six months ended June 30, 2023, is presented below: Shares Weighted- Nonvested at December 31, 2022 250,000 13.28 Granted — — Vested — — Cancelled (1) 200,000 12.49 Nonvested and Outstanding at June 30, 2023 50,000 12.49 __________________ |
Disclosure of share-based compensation arrangements by share-based payment award | Other Information: Six Months Ended 2023 2022 Amount received from option exercised $ — $ 173,575 June 30, 2023 Weighted average remaining recognition period Total unrecognized options compensation costs $ 4,763,476 2.34 |
Schedule of nonvested restricted stock units | A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2022, and changes during the six months ended June 30, 2023, is presented below: Shares Weighted- Nonvested at December 31, 2022 436,259 6.43 Granted (1) 1,432,446 0.52 Vested/Release (1,078,720) 1.22 Cancelled/Forfeited (57,832) 4.61 Nonvested and Outstanding at June 30, 2023 732,153 2.68 __________________ |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax information | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income tax expense $ — $ — $ — $ — Effective tax rate 0.0 % 0.0 % 0.0 % 0.0 % |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss attributable to Nuvve Holding Corp. common stockholders $ (8,224,707) $ (5,494,918) $ (16,121,858) $ (10,350,727) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 27,734,130 19,064,854 26,129,789 18,965,167 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.30) $ (0.29) $ (0.62) $ (0.55) |
Schedule of antidilutive securities excluded from the computation of earnings per share | The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options issued and outstanding 2,522,952 2,688,173 2,511,308 2,858,756 Nonvested restricted stock issued and outstanding 383,617 869,945 344,987 867,793 Public warrants 2,875,000 2,875,000 2,875,000 2,875,000 Private warrants 136,250 136,250 136,250 136,250 PIPE warrants 1,353,750 1,353,750 1,353,750 1,353,750 Stonepeak and Evolve warrants 6,000,000 6,000,000 6,000,000 6,000,000 Stonepeak and Evolve options 5,000,000 5,000,000 5,000,000 5,000,000 Institutional/Accredited Investor Warrants 4,000,000 — 4,000,000 — Total 22,271,569 18,923,118 22,221,295 19,091,549 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of lease costs | Supplemental unaudited condensed consolidated balance sheet information related to leases is as follows: Classification June 30, 2023 December 31, 2022 Operating lease assets Right-of-use operating lease assets $ 5,076,837 5,305,881 Finance lease assets Property, plant and equipment, net 15,918 18,467 Total lease assets $ 5,092,755 $ 5,324,348 Operating lease liabilities - current Operating lease liabilities - current $ 856,635 824,326 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 4,867,157 5,090,170 Finance lease liabilities - current Other liabilities 7,318 7,184 Finance lease liabilities - noncurrent Other long-term liabilities 10,513 12,959 Total lease liabilities $ 5,741,623 $ 5,934,639 The components of lease expense are as follows: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Classification 2023 2022 2023 2022 Operating lease expense Selling, general and administrative $ 228,633 $ 164,076 $ 457,267 $ 340,597 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 1,432 1,451 2,855 7,391 Interest on finance lease liabilities Interest income, net 464 599 957 1,238 Total lease expense $ 230,529 $ 166,126 $ 461,079 $ 349,226 Lease term and discount rate: June 30, 2023 December 31, 2022 Weighted-average remaining lease terms (in years): Operating lease 8.3 9.0 Finance lease 2.8 3.3 Weighted-average discount rate: Operating lease 7.8% 7.8% Finance lease 7.8% 7.8% Other Information: Six Months Ended June 30, Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 229,044 $ 80,869 Operating cash flows - finance leases $ 4,686 $ 1,238 Financing cash flows - finance leases $ 4,480 $ 4,425 Leased assets obtained in exchange for new finance lease liabilities $ 15,918 $ 20,827 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: June 30, 2023 June 30, 2023 2023 $ 441,493 $ 3,659 2024 892,212 7,318 2025 893,046 7,318 2026 921,273 1,830 2027 946,683 — Thereafter 3,798,553 — Total lease payments 7,893,260 20,125 Less: interest (2,169,468) (2,295) Total lease obligations $ 5,723,792 $ 17,830 |
Schedule of finance lease, liability, maturity | Operating Lease Finance Lease Maturities of lease liabilities are as follows: June 30, 2023 June 30, 2023 2023 $ 441,493 $ 3,659 2024 892,212 7,318 2025 893,046 7,318 2026 921,273 1,830 2027 946,683 — Thereafter 3,798,553 — Total lease payments 7,893,260 20,125 Less: interest (2,169,468) (2,295) Total lease obligations $ 5,723,792 $ 17,830 |
Schedule of sublease income | Sublease income are as follows: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Classification 2023 2022 2023 2022 Sublease lease income Other, net $ 101,915 $ 20,125 $ 231,685 $ 20,125 |
Schedule of lease income | Lease income are as follows: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Classification 2023 2022 2023 2022 Lease income Products and services $ 24,027 $ — $ 24,027 $ — Interest income Products and services 3,835 6,430 — Total lease income $ 27,862 $ — $ 30,457 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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) | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of preferred stock | At June 30, 2023, Series B Preferred Stock consisted of the following: Shares Authorized Shares Issued and Outstanding Stated Value per Share Initial Carrying Value Cumulative Unpaid Accrued Preferred Dividends Liquidation Preference 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 466,576 $ 3,604,576 |
Schedule of condensed financial statements | The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheet at June 30, 2023: June 30, 2023 December 31, 2022 Balance at December 31, 2022 $ (3,950,186) (2,501,633) Net income (loss) attributable to non-controlling interests $ 14,754 (538,841) Less: dividends paid to non-controlling interests 139,970 263,846 Less: Preferred share accretion adjustment 322,932 645,866 Non-controlling interests $ (4,398,334) $ (3,950,186) |
Schedule of condensed income statement | The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s condensed consolidated statements of operations as of June 30, 2023: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) attributable to non-controlling interests $ 8,466 $ (189,945) $ 14,754 $ (290,878) |
Schedule of redeemable noncontrolling interest | Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity June 30, 2023 December 31, 2022 Beginning balance $ 3,547,765 $ 2,901,899 Preferred share Accretion adjustment 322,932 645,866 Ending balance $ 3,870,697 $ 3,547,765 |
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 outstanding as of June 30, 2023. Class D Units Expected life of Class D Incentive Units (in years) (1) 5.5 Risk-free interest rate (2) 3.02 % Volatility (3) 69.50 % __________________ (1) 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 for the six months ended June 30, 2023: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2022 853,507 2.91 5.70 — Granted — — — — Exercised — — — — Forfeited (8,409) 4.66 — — Expired/Cancelled (23,893) 6.54 — — Outstanding - June 30, 2023 821,205 2.58 5.44 — Options Exercisable at June 30, 2023 798,366 2.60 3.67 — Option Vested at June 30, 2023 798,366 2.60 3.67 — The following is a summary of the stock option activity under the 2020 Plan for the six months ended June 30, 2023: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2022 1,711,112 11.71 8.46 — Granted 115,800 0.57 — — Exercised — — — — Forfeited (24,638) 6.52 — — Expired/Cancelled (7,887) 10.43 — — Outstanding - June 30, 2023 1,794,387 11.07 8.06 8,928 Options Exercisable at June 30, 2023 794,849 13.25 7.66 — Option Vested at June 30, 2023 794,849 13.25 7.66 — A summary of the status of the Company’s Class D Incentive Units as of December 31, 2022, and changes during the six months ended June 30, 2023, is presented below: Shares Weighted- Nonvested at December 31, 2022 250,000 13.28 Granted — — Vested — — Cancelled (1) 200,000 12.49 Nonvested and Outstanding at June 30, 2023 50,000 12.49 __________________ |
Organization and Description _2
Organization and Description of Business (Details) | Jun. 30, 2023 subsidiary |
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) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | ||||||||
Accumulated deficit | $ (132,615,484) | $ (132,615,484) | $ (116,956,528) | |||||
Operating loss | (8,315,540) | $ (10,039,530) | (16,193,770) | $ (19,571,934) | ||||
Net loss | (7,984,097) | $ (7,660,105) | (5,458,101) | $ (4,731,261) | (15,644,202) | (10,189,362) | 36,900,000 | $ 27,200,000 |
Net cash used in operating activities | (9,048,111) | (20,021,165) | (34,100,000) | (29,200,000) | ||||
Cash | 11,059,004 | 11,059,004 | 15,753,896 | |||||
Working capital | 15,100,000 | 15,100,000 | ||||||
Stockholders’ equity | 13,151,907 | $ 17,384,371 | $ 23,453,923 | $ 23,497,663 | 13,151,907 | $ 23,453,923 | 23,245,400 | $ 27,012,445 |
FDIC amount | 250,000 | 250,000 | ||||||
Restricted cash | $ 480,000 | $ 480,000 | 480,000 | |||||
Levo Mobility LLC | Stonepeak | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Stonepeak and Evolve 49% ownership | 49% | 49% | ||||||
Variable Interest Entity | Levo Mobility LLC | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Cash | $ 27,393 | $ 27,393 | $ 27,629 | |||||
Variable interest entity | 51% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Assets and liabilities of consolidated VIEs (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash | $ 11,059,004 | $ 15,753,896 |
Total assets | 33,289,481 | 41,199,590 |
Liabilities | ||
Accounts payable | 796,435 | 2,390,422 |
Accrued expenses and dividend payable | 4,214,358 | 3,347,399 |
Derivative liability - non-controlling redeemable preferred shares | 353,006 | 359,225 |
Total liabilities | 16,113,099 | 13,960,946 |
Variable Interest Entity | Levo Mobility LLC | ||
Assets | ||
Cash | 27,393 | 27,629 |
Prepaid expenses and other current assets | 2,394 | 59,794 |
Total assets | 29,787 | 87,423 |
Liabilities | ||
Accounts payable | 8,380 | 8,165 |
Accrued expenses and dividend payable | 466,576 | 336,713 |
Derivative liability - non-controlling redeemable preferred shares | 353,006 | 359,225 |
Total liabilities | $ 827,962 | $ 704,103 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue Benchmark | Two Customers | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 28.40% | 58.80% | |||
Revenue Benchmark | Customer 1 | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 27.50% | ||||
Revenue Benchmark | Top 5 Customers | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 53.50% | 71.80% | 52.10% | 70.10% | |
Revenue Benchmark | Three Customers | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 54.90% | ||||
Accounts Receivable | Top 5 Customers | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 69.20% | 53.60% | |||
Accounts Receivable | Three Customers | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk | 54.70% | 40.60% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of information regarding disaggregated revenue based on revenue by service (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Deferred Revenue Arrangement [Line Items] | ||||
Total revenue | $ 2,120,127 | $ 1,301,727 | $ 3,974,913 | $ 3,672,760 |
Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Total revenue | 502,286 | 73,522 | 853,785 | 268,172 |
Grants | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Total revenue | 71,118 | 233,698 | 145,519 | 350,947 |
Products | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Total revenue | $ 1,546,723 | $ 994,507 | $ 2,975,609 | $ 3,053,641 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of aggregate amount of revenue for the Company’s existing contracts with customers (Details) | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,103,058 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 61,468 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
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 | $ 756,781 |
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 | $ 79,343 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 43,501 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 161,966 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of segment revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 2,120,127 | $ 1,301,727 | $ 3,974,913 | $ 3,672,760 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,979,610 | 1,125,586 | 3,738,063 | 3,353,976 |
United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 99,995 | 33,483 | 137,385 |
Denmark | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 140,517 | $ 76,146 | $ 203,367 | $ 181,399 |
Revenue Recognition - Schedul_4
Revenue Recognition - Schedule of long-lived assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 1,924,579 | $ 1,978,584 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,707,806 | 1,795,267 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 3,611 | 1,335 |
Denmark | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 213,162 | $ 181,982 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of liabilities measured at fair value on the condensed consolidated balance sheet (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Recurring fair value measurements | |||||
Total recurring fair value measurements | $ 643,854 | $ 643,854 | $ 580,109 | ||
Recurring fair value measurements, gains (losses) during period | 226,853 | $ 4,552,464 | (63,745) | $ 9,381,936 | |
Derivative liability - non-controlling redeemable preferred shares | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 353,006 | 353,006 | 359,225 | ||
Recurring fair value measurements, gains (losses) during period | 83,059 | (32,536) | 6,219 | 20,936 | |
Private warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 216 | 216 | 2,000 | ||
Recurring fair value measurements, gains (losses) during period | 784 | 251,000 | 1,784 | 684,000 | |
Stonepeak and Evolve unvested warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Recurring fair value measurements, gains (losses) during period | 0 | 4,334,000 | 0 | 8,677,000 | |
Institutional/Accredited Investor warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 290,632 | 290,632 | 218,884 | ||
Recurring fair value measurements, gains (losses) during period | 143,010 | $ 0 | (71,748) | $ 0 | |
Level 1: Quoted Prices in Active Markets for Identical Assets | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 1: Quoted Prices in Active Markets for Identical Assets | Derivative liability - non-controlling redeemable preferred shares | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 1: Quoted Prices in Active Markets for Identical Assets | Private warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 1: Quoted Prices in Active Markets for Identical Assets | Stonepeak and Evolve unvested warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 1: Quoted Prices in Active Markets for Identical Assets | Institutional/Accredited Investor warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 2: Significant Other Observable Inputs | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 2: Significant Other Observable Inputs | Derivative liability - non-controlling redeemable preferred shares | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 2: Significant Other Observable Inputs | Private warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 2: Significant Other Observable Inputs | Stonepeak and Evolve unvested warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 2: Significant Other Observable Inputs | Institutional/Accredited Investor warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 3: Significant Unobservable Inputs | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 643,854 | 643,854 | 580,109 | ||
Level 3: Significant Unobservable Inputs | Derivative liability - non-controlling redeemable preferred shares | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 353,006 | 353,006 | 359,225 | ||
Level 3: Significant Unobservable Inputs | Private warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 216 | 216 | 2,000 | ||
Level 3: Significant Unobservable Inputs | Stonepeak and Evolve unvested warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | 0 | 0 | 0 | ||
Level 3: Significant Unobservable Inputs | Institutional/Accredited Investor warrants | |||||
Recurring fair value measurements | |||||
Total recurring fair value measurements | $ 290,632 | $ 290,632 | $ 218,884 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of fair value on a recurring basis (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Non-controlling redeemable preferred shares - derivative liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | $ 436,065 | $ 359,225 |
Total (gains) losses for period included in earnings | (83,059) | 76,840 |
Balance | 353,006 | 436,065 |
Private warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | 1,000 | 2,000 |
Total (gains) losses for period included in earnings | (784) | (1,000) |
Balance | 216 | 1,000 |
Stonepeak and Evolve unvested warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | 0 | 0 |
Total (gains) losses for period included in earnings | 0 | 0 |
Balance | 0 | 0 |
Institutional/Accredited Investor warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | 433,642 | 218,884 |
Total (gains) losses for period included in earnings | (143,010) | 214,758 |
Balance | $ 290,632 | $ 433,642 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Jun. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares | May 17, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, term | 10 years | ||
Private Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.50 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivatives, term | 1 year 1 month 2 days | 1 year 7 months 6 days | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivatives, term | 7 years | 7 years | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, measurement input | 0.041 | 0.040 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, measurement input | 0.660 | 0.630 | |
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 | 2 years 8 months 19 days | 3 years 2 months 19 days | |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.0460 | 0.0420 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.610 | 0.670 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, term | 4 years 7 months 6 days | 5 years 1 month 6 days | |
Exercise price (in Dollars per share) | $ 3.75 | $ 3.75 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor warrants | Measurement Input, Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.0421 | 0.0397 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor warrants | Measurement Input, Price Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.620 | 0.620 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Institutional/Accredited Investor warrants | Measurement Input, Common Stock Price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.60 | $ 0.50 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Techniques (Details) | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) $ / shares | May 17, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value (in millions) | $ 643,854 | $ 580,109 | ||
Warrants outstanding, term | 10 years | |||
Series C Unvested Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Exercise price (in Dollars per share) | $ / shares | $ 15 | |||
Series D Unvested Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Exercise price (in Dollars per share) | $ / shares | 20 | |||
Series E Unvested Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Exercise price (in Dollars per share) | $ / shares | 30 | |||
Series F Unvested Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Exercise price (in Dollars per share) | $ / shares | $ 40 | |||
Level 3: Significant Unobservable Inputs | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value (in millions) | $ 643,854 | $ 580,109 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series C Unvested Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value (in millions) | 0 | $ 0 | ||
Warrants outstanding, term | 8 years 10 months 24 days | |||
Exercise price (in Dollars per share) | $ / shares | $ 15 | |||
Capital expenditure forecast (in millions) | $ 0 | $ 125,000,000 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series C Unvested Warrants | Measurement Input, Risk Free Interest Rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0.030 | |||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series C Unvested Warrants | Measurement Input, Price Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0.560 | |||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series C Unvested Warrants | Measurement input, probability of warrants vesting | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0 | 0 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series D Unvested Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value (in millions) | $ 0 | $ 0 | ||
Warrants outstanding, term | 8 years 10 months 24 days | |||
Exercise price (in Dollars per share) | $ / shares | $ 20 | |||
Capital expenditure forecast (in millions) | $ 0 | $ 250,000,000 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series D Unvested Warrants | Measurement Input, Risk Free Interest Rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0.030 | |||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series D Unvested Warrants | Measurement Input, Price Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0.560 | |||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series D Unvested Warrants | Measurement input, probability of warrants vesting | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0 | 0 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series E Unvested Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value (in millions) | $ 0 | $ 0 | ||
Warrants outstanding, term | 8 years 10 months 24 days | |||
Exercise price (in Dollars per share) | $ / shares | $ 30 | |||
Capital expenditure forecast (in millions) | $ 0 | $ 375,000,000 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series E Unvested Warrants | Measurement Input, Risk Free Interest Rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0.030 | |||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series E Unvested Warrants | Measurement Input, Price Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0.560 | |||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series E Unvested Warrants | Measurement input, probability of warrants vesting | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0 | 0 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series F Unvested Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value (in millions) | $ 0 | $ 0 | ||
Warrants outstanding, term | 8 years 10 months 24 days | |||
Exercise price (in Dollars per share) | $ / shares | $ 40 | |||
Capital expenditure forecast (in millions) | $ 0 | $ 500,000,000 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series F Unvested Warrants | Measurement Input, Risk Free Interest Rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0.030 | |||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series F Unvested Warrants | Measurement Input, Price Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0.560 | |||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Series F Unvested Warrants | Measurement input, probability of warrants vesting | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and right outstanding, measurement input | 0 | 0 |
Derivative Liability - Non-Co_3
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Embedded Derivative [Line Items] | ||
Derivative liability - non-controlling redeemable preferred shares | $ 353,006 | $ 359,225 |
Other Long-term Liabilities | ||
Embedded Derivative [Line Items] | ||
Derivative liability - non-controlling redeemable preferred shares | $ 353,006 | $ 359,225 |
Investments (Details)
Investments (Details) - USD ($) | 6 Months Ended | |||
Mar. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 06, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Consulting services (in Dollars) | $ 0 | $ 0 | ||
Proceeds from sale of investments in equity securities | 1,325,155 | 0 | ||
Gains from sale of investments in equity securities | $ 325,155 | $ 0 | ||
Dreev | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Company's equity ownership | 13% | |||
Switch EV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Company's equity ownership | 5% | |||
Equity method investments | $ 1,000,000 | |||
Proceeds from sale of investments in equity securities | $ 1,300,000 | |||
Gains from sale of investments in equity securities | $ 300,000 |
Account Receivables, Net (Detai
Account Receivables, Net (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest receivable | $ 46,736 | $ 31,227 |
Less: allowance for credit losses | (65,824) | (58,834) |
Accounts receivable, net | 2,027,621 | 1,121,694 |
Allowance for doubtful accounts: | ||
Balance December 31, 2022 | (58,834) | |
Provision | 0 | |
Write-off | (6,990) | |
Recoveries | 0 | |
Balance at June 30, 2023 | (65,824) | |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 2,046,709 | $ 1,149,301 |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Inventory, gross | $ 8,939,296 | $ 11,551,831 |
DC Chargers | ||
Inventory [Line Items] | ||
Inventory, gross | 6,634,042 | 9,248,398 |
AC Chargers | ||
Inventory [Line Items] | ||
Inventory, gross | 164,879 | 123,247 |
Vehicles - School Buses | ||
Inventory [Line Items] | ||
Inventory, gross | 1,620,000 | 1,620,000 |
Others | ||
Inventory [Line Items] | ||
Inventory, gross | $ 520,375 | $ 560,186 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 958,911 | $ 958,911 | $ 853,503 | ||
Less: Accumulated Depreciation | (306,253) | (306,253) | (216,559) | ||
Property, plant and equipment, net | 652,658 | 652,658 | 636,944 | ||
Depreciation expense | 46,571 | $ 36,290 | 96,529 | $ 62,265 | |
Computers & Servers | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 153,524 | $ 153,524 | 130,417 | ||
Computers & Servers | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 1 year | 1 year | |||
Computers & Servers | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 3 years | 3 years | |||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 139,788 | $ 139,788 | 139,788 | ||
Vehicles | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 5 years | 5 years | |||
Vehicles | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 7 years | 7 years | |||
Office furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 356,473 | $ 356,473 | 326,613 | ||
Office furniture and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 3 years | 3 years | |||
Office furniture and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 5 years | 5 years | |||
Others | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 309,126 | $ 309,126 | $ 256,685 | ||
Others | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 5 years | 5 years | |||
Others | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 7 years | 7 years |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Gross intangible asset | $ 2,091,556 | $ 2,091,556 | $ 2,091,556 | ||
Amortization expense of intangible assets | 34,859 | $ 34,859 | 69,719 | $ 69,719 | |
Finite-lived intangible assets, accumulated amortization | 819,635 | 819,635 | $ 749,916 | ||
Finite-lived intangible assets, net | $ 1,271,921 | $ 1,271,921 | |||
Acquire finite-lived intangible assets, weighted average useful life | 9 years 3 months 18 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of estimated future amortization expense amortizable intangible assets (Details) | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remaining six months) | $ 69,717 |
2024 | 139,437 |
2025 | 139,437 |
2026 | 137,770 |
2027 | 132,770 |
Thereafter | 652,790 |
Total estimated future amortization expense | $ 1,271,921 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 3 Months Ended | 6 Months Ended | |||||||||||
Jun. 06, 2023 USD ($) $ / shares shares | Apr. 14, 2023 USD ($) $ / shares shares | Feb. 17, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) | Jul. 27, 2022 USD ($) $ / shares shares | Apr. 25, 2022 USD ($) | May 17, 2021 USD ($) $ / shares shares | Nov. 11, 2020 USD ($) $ / shares shares | Feb. 19, 2020 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) class_of_stock $ / shares shares | Jun. 30, 2023 USD ($) class_of_stock $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | |
Stockholders' Equity [Line Items] | |||||||||||||
Number of classes of stock | class_of_stock | 2 | 2 | |||||||||||
Authorized capital stock (in Shares) | 101,000,000 | ||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Amount of purchase | $ | $ 14,000,000 | ||||||||||||
Sale price (in Dollars per share) | $ / shares | $ 50 | ||||||||||||
Proceeds from common stock offering, net of offering costs | $ | $ 781,624 | $ 1,859,685 | |||||||||||
Net proceeds from offering | $ | $ 13,100,000 | ||||||||||||
Warrants outstanding, term | 10 years | ||||||||||||
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) | $ / shares | $ 100 | ||||||||||||
Exercisable units (in shares) | 316,250 | ||||||||||||
Options exercisable (in Dollars per share) | $ / shares | $ 11.50 | ||||||||||||
Aggregate exercise price | $ | $ 3,636,875 | ||||||||||||
Number of shares included in a unit (in shares) | 1.1 | ||||||||||||
Unit Purchase Option | Minimum | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Right to registration, period | 5 years | ||||||||||||
Unit Purchase Option | Maximum | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Right to registration, period | 7 years | ||||||||||||
Investor | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Common stock shares purchase (in Shares) | 1,425,000 | ||||||||||||
Purchase price per share value (in Dollars per share) | $ / shares | $ 10 | ||||||||||||
Aggregate purchase price of common stock (in Dollars) | $ | $ 14,250,000 | ||||||||||||
Stonepeak/Evolve Warrants - series B | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Number of securities called by warrants (in shares) | 2,000,000 | ||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 10 | ||||||||||||
Stonepeak/Evolve Warrants - series C | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Number of securities called by warrants (in shares) | 1,000,000 | ||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 15 | ||||||||||||
Percent of warrants vested upon issuance | 50% | ||||||||||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||||||||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ | $ 125,000,000 | ||||||||||||
Stonepeak/Evolve Warrants - series D | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Number of securities called by warrants (in shares) | 1,000,000 | ||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 20 | ||||||||||||
Percent of warrants vested upon issuance | 50% | ||||||||||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||||||||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ | $ 250,000,000 | ||||||||||||
Stonepeak/Evolve Warrants - series E | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Number of securities called by warrants (in shares) | 1,000,000 | ||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 30 | ||||||||||||
Percent of warrants vested upon issuance | 50% | ||||||||||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||||||||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ | $ 375,000,000 | ||||||||||||
Stonepeak/Evolve Warrants - series F | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Number of securities called by warrants (in shares) | 1,000,000 | ||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 40 | ||||||||||||
Percent of warrants vested upon issuance | 50% | ||||||||||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||||||||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ | $ 500,000,000 | ||||||||||||
Option vesting period | 180 days | ||||||||||||
PIPE warrants | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Sale of units (in Shares) | 1.9 | ||||||||||||
Sale price (in Dollars per share) | $ / shares | $ 11.50 | ||||||||||||
Percent of one share of common stock | 50% | ||||||||||||
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) | $ / shares | $ 0.0001 | ||||||||||||
Sale of units (in Shares) | 2,150,000 | ||||||||||||
Prefunded Warrant | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Number of securities called by warrants (in shares) | 1,850,000 | ||||||||||||
Class of warrant or right, number of securities called by each warrant | 1 | ||||||||||||
Warrants or rights exercisable term | 5 years | ||||||||||||
Warrants | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Sale of units (in Shares) | 5,750,000 | ||||||||||||
Number of securities called by warrants (in shares) | 4,000,000 | ||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 3.75 | ||||||||||||
Stonepeak/Evolve Warrants - series B | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Exercise price (in Dollars per share) | $ / shares | 10 | $ 10 | |||||||||||
Warrants outstanding, grant date fair value | $ | $ 12,800,000 | ||||||||||||
Stonepeak/Evolve Warrants - series C | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Exercise price (in Dollars per share) | $ / shares | 15 | 15 | |||||||||||
Warrants outstanding, grant date fair value | $ | 5,600,000 | ||||||||||||
Stonepeak/Evolve Warrants - series D | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Exercise price (in Dollars per share) | $ / shares | 20 | 20 | |||||||||||
Warrants outstanding, grant date fair value | $ | 4,800,000 | ||||||||||||
Stonepeak/Evolve Warrants - series E | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Exercise price (in Dollars per share) | $ / shares | 30 | 30 | |||||||||||
Warrants outstanding, grant date fair value | $ | 3,800,000 | ||||||||||||
Stonepeak/Evolve Warrants - series F | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 40 | 40 | |||||||||||
Warrants outstanding, grant date fair value | $ | $ 3,200,000 | ||||||||||||
Stonepeak Warrants | Securities Purchase Agreement | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Percent of warrants issued | 90% | ||||||||||||
Evolve Warrants | Securities Purchase Agreement | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Percent of warrants issued | 10% | ||||||||||||
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% | ||||||||||||
Placement agent fee, reimbursement amount | $ | $ 50,000 | ||||||||||||
Sale of units (in Shares) | 1,415,002 | ||||||||||||
Sale price (in Dollars per share) | $ / shares | $ 0.63 | $ 0.63 | |||||||||||
Proceeds from common stock offering, net of offering costs | $ | $ 800,000 | ||||||||||||
Registered Direct Offering | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Agent fee percentage | 6% | 6% | 6% | ||||||||||
Proceeds from common stock offering, net of offering costs | $ | $ 1,000,000 | $ 1,000,000 | $ 500,000 | ||||||||||
Per unit price (in Dollars per share) | $ / shares | $ 0.40 | $ 0.55 | $ 0.92 | ||||||||||
Registered Direct Offering | Common Stock | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Sale of units (in Shares) | 2,492,530 | 1,818,181 | 543,478 | ||||||||||
IPO | Newborn | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Class of warrant or right, number of securities called by each warrant | 1 | ||||||||||||
Number of warrants per unit (in Shares) | 1 | ||||||||||||
Private Placement | Newborn | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Number of warrants per unit (in Shares) | 1 | ||||||||||||
Private Placement | Warrants | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Aggregate share purchase (in Shares) | 272,500 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of common stock issuable upon exercise of warrants outstanding (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 14,365,000 |
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 Warrants | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 4,000,000 |
Number of Warrants Exercised (in shares) | 0 |
Number of Warrants Exercisable (in shares) | 4,000,000 |
Exercise price (in Dollars per share) | $ / shares | $ 3.75 |
Stock Option Plan - Narrative (
Stock Option Plan - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 03, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based option modified (in Shares) | 1,640,000 | ||||||
Increase decrease exercise price (in Dollars per share) | $ 0.60 | ||||||
Incremental compensation cost (in Dollars) | $ 246,000 | ||||||
Weighted average remaining recognition period | 2 years 4 months 2 days | ||||||
Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional compensation expense | $ 11,618 | $ 25,459 | $ 24,250 | $ 45,158 | |||
Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost related to nonvested restricted stock | $ 960,879 | $ 960,879 | $ 960,879 | ||||
Weighted average remaining recognition period | 9 months | ||||||
2020 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of additional shares authorized (in shares) | 4,000,000 | ||||||
Aggregate of common shares (in Shares) | 7,300,000 | 7,300,000 | 7,300,000 | ||||
Option contractual life | 10 years | ||||||
Weighted average grant date fair value of options granted during period (in Dollars per share) | $ 0.26 | ||||||
2020 Plan | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of common stock available for future (in Shares) | 2,754,306 | ||||||
2020 Plan | Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option vesting period | 4 years | ||||||
2010 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant date fair value of options granted during period (in Dollars per share) | $ 0 |
Stock Option Plan - Schedule of
Stock Option Plan - Schedule of stock-based compensation expense for stock options (Details) - Selling, general and administrative - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 1,103,406 | $ 1,902,215 | $ 2,069,227 | $ 3,357,859 |
Options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 667,923 | 548,652 | 1,350,871 | 1,370,758 |
Restricted stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 389,646 | 1,187,254 | 985,807 | 1,801,093 |
Stock options - modified options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 11,618 | 25,459 | 24,250 | 45,158 |
Profit interest units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 34,219 | $ 140,850 | $ (291,701) | $ 140,850 |
Stock Option Plan - Schedule _2
Stock Option Plan - Schedule of stock option activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
2010 Plan | ||
Shares | ||
Beginning balance (in Shares) | 853,507 | |
Granted, (in Shares) | 0 | |
Exercised (in Shares) | 0 | |
Forfeited (in Shares) | (8,409) | |
Expired/Cancelled (in Shares) | (23,893) | |
Ending balance (in Shares) | 821,205 | 853,507 |
Options exercisable (in Shares) | 798,366 | |
Options vested (in Shares) | 798,366 | |
Weighted- Average Exercise Price per Share($) | ||
Beginning balance (in Dollars per share) | $ 2.91 | |
Granted (in Dollars per share) | 0 | |
Exercised (in Dollars per share) | 0 | |
Forfeited (in Dollars per share) | 4.66 | |
Expired/Cancelled (in Dollars per share) | 6.54 | |
Ending balance (in Dollars per share) | 2.58 | $ 2.91 |
Options exercisable (in Dollars per share) | 2.60 | |
Options vested (in Dollars per share) | $ 2.60 | |
Weighted- Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term | 5 years 5 months 8 days | 5 years 8 months 12 days |
Options exercisable, weighted average remaining contractual term | 3 years 8 months 1 day | |
Options vested, weighted average remaining contractual term | 3 years 8 months 1 day | |
Aggregate Intrinsic Value($) | ||
Outstanding | $ 0 | $ 0 |
Exercisable | 0 | |
Vested | $ 0 | |
2020 Plan | ||
Shares | ||
Beginning balance (in Shares) | 1,711,112 | |
Granted, (in Shares) | 115,800 | |
Exercised (in Shares) | 0 | |
Forfeited (in Shares) | (24,638) | |
Expired/Cancelled (in Shares) | (7,887) | |
Ending balance (in Shares) | 1,794,387 | 1,711,112 |
Options exercisable (in Shares) | 794,849 | |
Options vested (in Shares) | 794,849 | |
Weighted- Average Exercise Price per Share($) | ||
Beginning balance (in Dollars per share) | $ 11.71 | |
Granted (in Dollars per share) | 0.57 | |
Exercised (in Dollars per share) | 0 | |
Forfeited (in Dollars per share) | 6.52 | |
Expired/Cancelled (in Dollars per share) | 10.43 | |
Ending balance (in Dollars per share) | 11.07 | $ 11.71 |
Options exercisable (in Dollars per share) | 13.25 | |
Options vested (in Dollars per share) | $ 13.25 | |
Weighted- Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term | 8 years 21 days | 8 years 5 months 15 days |
Options exercisable, weighted average remaining contractual term | 7 years 7 months 28 days | |
Options vested, weighted average remaining contractual term | 7 years 7 months 28 days | |
Aggregate Intrinsic Value($) | ||
Outstanding | $ 8,928 | $ 0 |
Exercisable | 0 | |
Vested | $ 0 |
Stock Option Plan - Schedule _3
Stock Option Plan - Schedule of other share based compensation information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Amount received from option exercised | $ 0 | $ 173,575 |
Total unrecognized options compensation costs | $ 4,763,476 | |
Weighted average remaining recognition period | 2 years 4 months 2 days |
Stock Option Plan - Schedule _4
Stock Option Plan - Schedule of nonvested restricted stock units (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Shares | |
Beginning balance (in Shares) | 436,259 |
Granted (in Shares) | 1,432,446 |
Vested/Release (in Shares) | (1,078,720) |
Cancelled/Forfeited (in Shares) | (57,832) |
Ending balance (in Shares) | 732,153 |
Weighted- Average Grant Date Fair Value($) | |
Beginning balance (in Dollars per share) | $ / shares | $ 6.43 |
Granted (in Dollars per share) | $ / shares | 0.52 |
Vested/Release (in Dollars per share) | $ / shares | 1.22 |
Cancelled/Forfeited (in Dollars per share) | $ / shares | 4.61 |
Ending balance (in Dollars per share) | $ / shares | $ 2.68 |
2022 Employee Annual Bonus | |
Shares | |
Beginning balance (in Shares) | 391,191 |
Granted (in Shares) | 832,322 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0% | 0% | 0% | 0% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to Nuvve Holding Corp. common stockholders, basic | $ (8,224,707) | $ (5,494,918) | $ (16,121,858) | $ (10,350,727) |
Net loss attributable to Nuvve Holding Corp. common stockholders, diluted | $ (8,224,707) | $ (5,494,918) | $ (16,121,858) | $ (10,350,727) |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Shares) | 27,734,130 | 19,064,854 | 26,129,789 | 18,965,167 |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Shares) | 27,734,130 | 19,064,854 | 26,129,789 | 18,965,167 |
Net Loss per share attributable to Nuvve common stockholders, basic (in Dollars per share) | $ (0.30) | $ (0.29) | $ (0.62) | $ (0.55) |
Net Loss per share attributable to Nuvve common stockholders, diluted (in Dollars per share) | $ (0.30) | $ (0.29) | $ (0.62) | $ (0.55) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Diluted Net Loss Attributable to Nuvve common stockholders (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 22,271,569 | 18,923,118 | 22,221,295 | 19,091,549 |
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) | 2,522,952 | 2,688,173 | 2,511,308 | 2,858,756 |
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) | 383,617 | 869,945 | 344,987 | 867,793 |
Public warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
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 | 136,250 | 136,250 | 136,250 |
PIPE warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 1,353,750 | 1,353,750 | 1,353,750 | 1,353,750 |
Stonepeak and Evolve warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 |
Stonepeak and Evolve options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
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) | 4,000,000 | 0 | 4,000,000 | 0 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Revenue | $ 2,120,127 | $ 1,301,727 | $ 3,974,913 | $ 3,672,760 | |
Accounts receivable, net | 2,027,621 | 2,027,621 | $ 1,121,694 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Revenue | 0 | $ 0 | 65,670 | $ 28,000 | |
Accounts receivable, net | $ 0 | $ 0 | $ 0 |
Leases - Lease cost (Details)
Leases - Lease cost (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Right-of-use operating lease assets | $ 5,076,837 | $ 5,076,837 | $ 5,305,881 | ||
Finance lease assets | 15,918 | 15,918 | 18,467 | ||
Operating and finance lease right-of-use assets | $ 5,092,755 | $ 5,092,755 | 5,324,348 | ||
Finance lease, right-of-use asset, statement of financial position [extensible list] | Property and equipment, net | Property and equipment, net | |||
Operating lease liabilities - current | $ 856,635 | $ 856,635 | 824,326 | ||
Operating lease liabilities - noncurrent | 4,867,157 | 4,867,157 | 5,090,170 | ||
Finance lease liabilities - current | 7,318 | 7,318 | 7,184 | ||
Finance lease liabilities - noncurrent | 10,513 | 10,513 | 12,959 | ||
Total lease obligations | $ 5,741,623 | $ 5,741,623 | $ 5,934,639 | ||
Operating lease, liability, noncurrent, statement of financial position, extensible list | Operating lease liabilities - noncurrent | Operating lease liabilities - noncurrent | |||
Finance lease, liability, current, statement of financial position, extensible list | Other liabilities | Other liabilities | |||
Finance lease, liability, noncurrent, statement of financial position, extensible list | Other long-term liabilities | Other long-term liabilities | |||
Total lease expense | $ 230,529 | $ 166,126 | $ 461,079 | $ 349,226 | |
Selling, general and administrative | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease expense | 228,633 | 164,076 | 457,267 | 340,597 | |
Amortization of finance lease assets | 1,432 | 1,451 | 2,855 | 7,391 | |
Interest income, net | |||||
Lessee, Lease, Description [Line Items] | |||||
Interest income, net | $ 464 | $ 599 | $ 957 | $ 1,238 |
Leases - Schedule of operating
Leases - Schedule of operating lease liability maturity (Details) | Jun. 30, 2023 USD ($) |
Operating Lease | |
2023 | $ 441,493 |
2024 | 892,212 |
2025 | 893,046 |
2026 | 921,273 |
2027 | 946,683 |
Thereafter | 3,798,553 |
Total lease payments | 7,893,260 |
Less: interest | (2,169,468) |
Total lease obligations | 5,723,792 |
Finance Lease | |
2023 | 3,659 |
2024 | 7,318 |
2025 | 7,318 |
2026 | 1,830 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 20,125 |
Less: interest | (2,295) |
Total lease obligations | $ 17,830 |
Leases - Lease term, discount r
Leases - Lease term, discount rate, and other information (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Weighted-average remaining lease terms (in years): | |||
Operating lease | 8 years 3 months 18 days | 9 years | |
Finance lease | 2 years 9 months 18 days | 3 years 3 months 18 days | |
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 - operating leases | $ 229,044 | $ 80,869 | |
Operating cash flows - finance leases | 4,686 | 1,238 | |
Financing cash flows - finance leases | 4,480 | 4,425 | |
Leased assets obtained in exchange for new finance lease liabilities | 15,918 | 20,827 | |
Leased assets obtained in exchange for new operating lease liabilities | $ 0 | $ 0 |
Leases - Sublease (Details)
Leases - Sublease (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2022 USD ($) ft² | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 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 | $ 101,915 | $ 20,125 | $ 231,685 | $ 20,125 |
Leases - Lessor (Details)
Leases - Lessor (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Feb. 28, 2022 | |
Lessee, Lease, Description [Line Items] | ||||||
Investment in leases | $ 117,436 | $ 117,436 | $ 97,054 | |||
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenue | |||||
Master Services Agreement | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term (in years) | 10 years | |||||
Lease income | 24,027 | $ 0 | $ 24,027 | $ 0 | ||
Interest income | 3,835 | 6,430 | 0 | |||
Total lease income | $ 27,862 | $ 0 | $ 30,457 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2022 | Nov. 30, 2017 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 02, 2022 | Jun. 30, 2022 | Jul. 20, 2021 | Sep. 01, 2016 | |
Other Commitments [Line Items] | ||||||||||
Installment amount | $ 233,333 | $ 233,333 | $ 200,000 | $ 400,000 | ||||||
Research agreement, renewal period | 1 year | |||||||||
Property expire | 20 years | 20 years | ||||||||
Royalty expense, aggregate amount under agreement | $ 700,000 | |||||||||
Royalty expense | 0 | $ 0 | ||||||||
Acquisition costs, amortization period | 15 years | |||||||||
Investment | $ 270,000 | 270,000 | ||||||||
Purchase obligation | $ 13,200,000 | |||||||||
Purchase obligation, purchases | $ 6,300,000 | |||||||||
Disputed amount for V2G Chargers | $ 5,000,000 | |||||||||
Rebates Received On Behalf Of Certain Customers | 3,050,000 | |||||||||
Due to customers | 2,980,318 | 2,980,318 | $ 0 | |||||||
Grants | ||||||||||
Other Commitments [Line Items] | ||||||||||
Related party debt outstanding | 74,308 | 74,308 | ||||||||
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 | |||||||||
Related Party | ||||||||||
Other Commitments [Line Items] | ||||||||||
Related party debt outstanding | $ 66,667 | $ 66,667 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of milestone event (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Other Commitments [Line Items] | |
Milestone payment amount | $ 7,500,000 |
10000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 500,000 |
20000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
40000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
60000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
80000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
100000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 1,000,000 |
200000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 1,000,000 |
250000 | |
Other Commitments [Line Items] | |
Milestone payment amount | $ 2,000,000 |
Non-Controlling Interest - Narr
Non-Controlling Interest - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) vesting_installment $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Noncontrolling Interest [Line Items] | ||||||
Temporary equity, shares authorized (in Shares) | shares | 1,000,000 | 1,000,000 | 1,000,000 | |||
Temporary equity, par value (in Dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | |||
Temporary equity, shares issued (in Shares) | shares | 3,138 | 3,138 | 3,138 | |||
Temporary equity, shares outstanding (in Shares) | shares | 3,138 | 3,138 | 3,138 | |||
Decrease to redeemable noncontrolling interest | $ 497,606 | |||||
Redeemable noncontrolling interest, equity, carrying amount | $ 2,640,394 | $ 2,640,394 | ||||
Accretion period (in years) | 7 years | |||||
Weighted average remaining recognition period | 2 years 4 months 2 days | |||||
Selling, general and administrative | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock-based compensation | 1,103,406 | $ 1,902,215 | $ 2,069,227 | $ 3,357,859 | ||
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 | 345,833 | $ 345,833 | ||||
Weighted average remaining recognition period | 2 years 9 months | |||||
Class D Incentive Units | Selling, general and administrative | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock-based compensation | 34,219 | $ 140,850 | $ 62,451 | $ 140,850 | ||
Class D Incentive Units | Share-Based Payment Arrangement, All Tranches | ||||||
Noncontrolling Interest [Line Items] | ||||||
Vesting percentage | 80% | |||||
Class D Incentive Units | Share Based Arrangement Tranche Four | ||||||
Noncontrolling Interest [Line Items] | ||||||
Vesting percentage | 25% | |||||
Class D Incentive Units | Share-Based Payment Arrangement, Tranche One | ||||||
Noncontrolling Interest [Line Items] | ||||||
Vesting percentage | 25% | |||||
Class D Incentive Units | Share-Based Payment Arrangement, Tranche Three | ||||||
Noncontrolling Interest [Line Items] | ||||||
Vesting percentage | 25% | |||||
Class D Incentive Units | Share-Based Payment Arrangement, Tranche Two | ||||||
Noncontrolling Interest [Line Items] | ||||||
Vesting percentage | 25% | |||||
Redeemable non controlling interests | ||||||
Noncontrolling Interest [Line Items] | ||||||
Redeemable noncontrolling interest, equity, carrying amount | $ 3,870,697 | $ 3,870,697 | $ 3,547,765 | $ 2,901,899 | ||
Preferred share Accretion adjustment | $ 322,932 | $ 645,866 | ||||
Series B Preferred Stock | Levo Mobility LLC | ||||||
Noncontrolling Interest [Line Items] | ||||||
Temporary equity, shares authorized (in Shares) | shares | 1,000,000 | 1,000,000 | ||||
Temporary equity, dividend rate, percentage | 8% | |||||
Temporary equity, par value (in Dollars per share) | $ / shares | $ 1,000 | $ 1,000 | ||||
Temporary equity, accretion of dividends | $ 466,576 | |||||
Temporary equity, shares issued (in Shares) | shares | 3,138 | 3,138 | ||||
Temporary equity, shares outstanding (in Shares) | shares | 3,138 | 3,138 | ||||
Redeemable noncontrolling interest, equity, fair value | $ 3,138,000 | $ 3,138,000 |
Non-Controlling Interest - Seri
Non-Controlling Interest - Series B Preferred Stock (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||
Series B preferred stock, shares authorized (in Shares) | 1,000,000 | 1,000,000 |
Series B preferred stock, shares outstanding (in Shares) | 3,138 | 3,138 |
Series B preferred stock, shares issued (in Shares) | 3,138 | 3,138 |
Series B preferred stock, par value (in Dollars per share) | $ 0 | $ 0 |
Series B preferred stock, liquidation preference | $ 3,604,576 | $ 3,464,606 |
Series B Preferred Stock | Levo Mobility LLC | ||
Noncontrolling Interest [Line Items] | ||
Series B preferred stock, shares authorized (in Shares) | 1,000,000 | |
Series B preferred stock, shares outstanding (in Shares) | 3,138 | |
Series B preferred stock, shares issued (in Shares) | 3,138 | |
Series B preferred stock, par value (in Dollars per share) | $ 1,000 | |
Initial Carrying Value | $ 3,138,000 | |
Series B preferred stock, accretion of dividends | 466,576 | |
Series B preferred stock, liquidation preference | $ 3,604,576 |
Non-Controlling Interest - Non-
Non-Controlling Interest - Non-controlling interests presented as a separate component of stockholders’ equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||
Beginning balance | $ (3,950,186) | $ (3,950,186) | |||||
Net income (loss) attributable to non-controlling interests | $ 8,466 | $ (189,945) | 14,754 | $ (290,878) | |||
Less: dividends paid to non-controlling interests | 70,678 | 69,292 | $ 65,296 | $ 64,015 | |||
Non-controlling interests | (4,398,334) | (4,398,334) | $ (3,950,186) | ||||
Levo Mobility LLC | |||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||
Beginning balance | $ (3,950,186) | $ (2,501,633) | (3,950,186) | $ (2,501,633) | (2,501,633) | ||
Net income (loss) attributable to non-controlling interests | 14,754 | (538,841) | |||||
Less: dividends paid to non-controlling interests | 139,970 | 263,846 | |||||
Less: Preferred share accretion adjustment | 322,932 | 645,866 | |||||
Non-controlling interests | $ (4,398,334) | $ (4,398,334) | $ (3,950,186) |
Non-Controlling Interest - Cond
Non-Controlling Interest - Condensed consolidated statements of operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Levo Mobility LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Net income (loss) attributable to non-controlling interests | $ 8,466 | $ (189,945) | $ 14,754 | $ (290,878) |
Non-Controlling Interest - Rede
Non-Controlling Interest - Redeemable noncontrolling interest reconciliation (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Ending balance | $ 2,640,394 | |
Redeemable non controlling interests | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | 3,547,765 | $ 2,901,899 |
Preferred share Accretion adjustment | 322,932 | 645,866 |
Ending balance | $ 3,870,697 | $ 3,547,765 |
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 | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Line Items] | |
Expected life of Class D Incentive Units (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) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Weighted- Average Grant Date Fair Value($) | |
Reversal of previously recognized compensation expense for forfeited shares | $ | $ 421,371 |
Class D Incentive Units | |
Shares | |
Beginning balance (in Shares) | shares | 250,000 |
Granted (in Shares) | shares | 0 |
Vested (in Shares) | shares | 0 |
Cancelled (in Shares) | shares | 200,000 |
Ending balance (in Shares) | shares | 50,000 |
Weighted- Average Grant Date Fair Value($) | |
Beginning balance (in Dollars per share) | $ / shares | $ 13.28 |
Granted (in Dollars per share) | $ / shares | 0 |
Vested (in Dollars per share) | $ / shares | 0 |
Cancelled (in Dollars per share) | $ / shares | 12.49 |
Ending balance (in Dollars per share) | $ / shares | $ 12.49 |