Nuvve控股公司2025年季度报告

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes xNo As ofMay7, 2025,3,696,530shares of the issuer’s common stock, par value $0.0001 per share, were issued and outstanding. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q and other documents incorporated herein by reference contain forward-looking statements thatare based on current expectations, estimates, forecasts and projections about us, our future performance, our financial condition, ourproducts, our business strategy, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may makeforward-looking statements in press releases or written statements, or in our communications and discussions with investors andanalysts in the normal course of business through meetings, webcasts, phone calls and conference calls. These forward-lookingstatements can be identified by the use of words like “anticipates,” “estimates,” “projects,” “expects,” “plans,” “believes,” “intends,”“will,” “could,” “may,” “assumes” and other words of similar meaning. These statements are based on management’s beliefs, Factors that could cause actual results to differ materially from those in forward-looking statements include, risks related to the rolloutof Nuvve's business and the timing of expected business milestones; Nuvve's dependence on widespread acceptance and adoption ofelectric vehicles and increased installation of charging stations; Nuvve's ability to maintain effective internal controls over financialreporting, including the remediation of identified material weaknesses in internal control over financial reporting relating tosegregation of duties with respect to, and access controls to, its financial record keeping system, and Nuvve's accounting staffinglevels; Nuvve's current dependence on sales of charging stations for most of its revenues; overall demand for electric vehicle chargingand the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified oreliminated or governmental mandates to increase the use of electric vehicles or decrease the use of vehicles powered by fossil fuels,either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; potential adverseeffects on Nuvve's backlog, revenue and gross margins if customers increasingly claim clean energy credits and, as a result, they areno longer available to be claimed by Nuvve; the effects of competition on Nuvve's future business; risks related to Nuvve's Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all ofthe forward-looking statements contained in this Quarterly Report on Form 10-Q and any other public statement made by us, includingby our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of thesafe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim The accompanying notes are an integral part of these condensed consolidated financial statements. NUVVE HOLDING CORP. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (continued)(Unaudited) Note 1 –Organization and Description of Business Description of Business Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), was founded onNovember 10, 2020 under the laws of the state of Delaware. On March 19, 2021, the Company (at the time known as NB MergerCorp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Reverse Stock Split At the Company’s Special Meeting of Stockholders held on January 5, 2024, the Company’s stockholders approved a proposal toauthorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-2 to 1-for-40. The Board approveda 1-for-40 reverse split ratio, and on January 19, 2024, the Company filed a Certificate of Amendment to the Amended and RestatedCertificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect the reverse split effectiveJanuary 19, 2024 (the “January 2024 Reverse Stock Split”). The January 2024 Reverse Stoc