Nuvve Provides Second Quarter 2025 Financial Update

About this update from Nuvve Holding Corp.

Investor Conference Call to be Held Today at 5:00 PM Eastern Time ( 2:00 PM PT ) SAN DIEGO --(BUSINESS WIRE)-- Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back to the local electric grid and provides other grid services, today provided a second quarter 2025 update. Second Quarter Highlights and Recent Developments We raised $6.9 million in gross proceeds through debt obligations and equity during the second quarter of 2025 to support our operations and growth initiatives. In July 2025 , we raised an additional $5.5 million in gross proceeds through an underwritten public offering. We filed a shelf registration statement on Form S-3 with the SEC which allows us, subject to certain limitations, to issue unspecified amounts of equity shares from time to time and in one or more offerings up to a total dollar amount of $300 million We granted warrants to purchase an aggregate of 11,000,004 shares of warrants to certain consultants as compensation for cryptocurrency strategy related consulting services, and recorded a noncash fair value of the warrants of $8.19 million Total revenue declined by $0.5 million to $0.3 million in the second quarter of 2025 compared to $0.8 million in the second quarter of 2024, while gross profit remained flat at $0.2 million compared to the same period last year Cash operating losses increased by $0.3 million to $5.5 million in the second quarter 2025 compared to $5.2 million the second quarter 2024 We had $1.8 million in cash and cash equivalents as of June 30, 2025 compared to $0.4m at December 31, 2024 Management Discussion Gregory Poilasne, Chief Executive Officer of Nuvve , said, “This has been a transition quarter. Nuvve is now strategically positioned at the intersection between Energy, Artificial Intelligence and Crypto. While revenues were soft during this quarter as we transitioned to a new hardware supplier for bidirectional charging stations and a dropship model vs. carrying the inventory ourselves, we successfully integrated our recent acquisition of Fermata into the Nuvve organization. We also continued our focus on our digital asset strategy, bringing on leading digital assets advisory consultants and adding James Altucher , a cryptocurrency strategist, to our Board of Directors. With the addition of Fermata’s advanced technology to our platform, and our expanded bench of experienced leadership in digital asset management, we believe we are in a strong position to lead in the energy management transition occurring worldwide and we are ready to capitalize on opportunities across the cryptocurrency and blockchain economy all supported by our AI effort started a few years ago.” 2025 Second Quarter Financial Review Total revenue was $0.33 million for the three months ended June 30, 2025 , compared to $0.80 million for the three months ended June 30, 2024 , a decrease of $0.47 million , or 58.5%. The decrease was primarily attributable to a $0.23 million decrease in products revenue due to lower customers sales orders and shipments, a $0.11 million decrease in services revenue, and a $0.13 million decrease in grants. Products and services revenue for the three months ended June 30, 2025 , consisted of DC Chargers and AC Chargers of $0.14 million , grid services revenue of $0.04 million , and engineering services of $0.15 million . During the second quarter of 2025, we stopped accruing management fees earned for the Fresno EV infrastructure project. Cost of products and services revenue for the three months ended June 30, 2025 , decreased by $0.47 million to $0.1 million , or 78.3% compared to $0.6 million for the three months ended June 30, 2024 primarily due to lower customers sales orders and shipments. Products and services margin increased by 50.5% to 60.6% for the three months ended June 30, 2025 , compared to 10.1% in the same prior year period. Margin benefited from a lower mix of hardware charging stations’ sales and a higher mix of engineering services in the second quarter of 2025 compared with the second quarter of 2024. Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal, finance, and professional expenses. Selling, general and administrative expenses were $13.9 million for the three months ended June 30, 2025 , as compared to $4.5 million for the three months ended June 30, 2024 , an increase of $9.4 million , or 209.7%. The increase during the three months ended June 30, 2025 was primarily attributable to increases in the fair value of warrants expenses issued for cryptocurrency strategy consulting services of $8.1 million , increases in bad debt expenses of $1.2 million mostly related to management fees earned in the Fresno EV infrastructure project, increases in travel and marketing/promotions related expenses of $0.5 million , and increases in legal fees expenses of $0.3 million , partially offset by decreases in compensation expenses of $0.6 million , including share-based compensation, and decrease in software subscriptions expenses of $0.1 million . Research and development expenses decreased by $0.4 million , or 25.8%, from $1.5 million for the three months ended June 30, 2024 to $1.1 million for the three months ended June 30, 2025 . The decrease during the three months ended June 30, 2025 was primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with more vehicles. Other income, net consists primarily of interest expense, change in fair value of convertible notes, change in fair value of warrants liability and derivative liability, and other income (expense). Other income, net decreased by $0.59 million from $1.81 million of other income for the three months ended June 30, 2024 , to $1.23 million in other expenses for the three months ended June 30, 2025 . The decrease during the three months ended June 30, 2025 was primarily attributable to the change in fair values of the convertible notes and warrants liability, partially offset by increases in sublease income related to the subleasing of part of our main office space and interest expense on debt obligations. Net loss increased by $9.6 million , or 243.6%, from $3.9 million for the three months ended June 30, 2024 , to $13.6 million for the three months ended June 30, 2025 . The increase in net loss was primarily due to an increase in total operating expenses of $8.6 million , a decrease in other income of $0.6 million and a decrease of $0.5 million in revenue. Net Income (Loss) Attributable to Non-Controlling Interest Net loss attributable to non-controlling interest for the three months ended June 30, 2025 was flat compared to net income attributable to non-controlling interest for the three months ended June 30, 2024 . Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in Fermata Energy II LLC and Deep Impact entity. We own 51% of Fermata Energy II LLC and Deep Impact common units during the six months ended June 30, 2025 . We had determined that Deep Impact only is a variable interest entity (“VIE”) in which we are the primary beneficiary. We consolidated Fermata Energy II LLC and Deep Impact, and recorded a non-controlling interest for the share of Fermata Energy II LLC and Deep Impact owned by other parties during the six months ended June 30, 2025 . Megawatts Under Management Megawatts under management refers to the potential available charging capacity Nuvve is currently managing around the world. Megawatts under management in the second quarter decreased 19.5% over the first quarter of 2025, to 25.6 megawatts from 31.8 megawatts, and a 5.5% decrease compared to the second quarter of 2024. In terms of its composition, 0.2 megawatts were from stationary batteries and 25.4 megawatts were from EV chargers. The decline this quarter relates to the decommissioning of 2.5 megawatts of stationary batteries in California and 4.4 megawatts of stationary batteries in Japan . The stationary batteries we managed in California were decommissioned as they reached the end of their useful life. Our customer intends to replace these batteries in the future, and we are working with this customer to propose our battery aggregation services once their new batteries are installed. In Japan we elected to not continue the management of stationary batteries connected to our platform in partnership with Toyota Tsusho that we were had managed for several years, given the expected future revenue generation was limited under our existing agreement. Instead we have focused our efforts in driving new business development efforts in Japan , with a focus on battery aggregation services for commercial and governmental customers throughout the country. Megawatts under management excluding stationary batteries increased to 25.4 in the second quarter of 2024, an increase of 0.7 over the first quarter of 2025. Conference Call Details The Company will hold a conference call to review its financial results for the second quarter of 2025, along with other Company developments, at 5:00 PM Eastern Time ( 2:00 PM PT ) today, Thursday, August 14, 2025 . To participate, please register for and listen via a live webcast, which is available in the ‘Events’ section under the ‘News & Events’ tab of Nuvve’s investor relations website at https://investors.nuvve.com/ . In addition, a replay of the call will be made available for future access. About Nuvve Holding Corp. Nuvve Holding Corp. (Nasdaq: NVVE) is leading the electrification of the planet, beginning with transportation, through its intelligent energy platform. Combining the world’s most advanced vehicle-to-grid (V2G) technology and an ecosystem of electrification partners, Nuvve dynamically manages power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy. By transforming EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world. Since its founding in 2010, Nuvve has successfully deployed V2G on five continents and offers turnkey electrification solutions for fleets of all types. Nuvve is headquartered in San Diego, California , and can be found online at nuvve.com . Nuvve and associated logos are among the trademarks of Nuvve and/or its affiliates in the United States , certain other countries and/or the European Union . Any other trademarks or trade names mentioned are the property of their respective owners. Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "expects," "believes," "aims," "anticipates," "plans," "looking forward to," "estimates," "projects," "assumes," "guides," "targets," "forecasts," "continue," "seeks" or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements concerning Nuvve’s expectations, plans, intentions, strategies, prospects, business plans, product and service offerings, new deployments, potential project successes, expected timing of recently announced projects, anticipated growth of various business areas and other statements that are not historical facts. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve . Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC). Copies of these filings are available online at www.sec.gov , https://investors.nuvve.com or on request from Nuvve . These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Nuvve’s filings with the SEC . Such forward-looking statements speak only as of the date made, and Nuvve disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this press release. FINANCIAL TABLES FOLLOW NUVVE HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30 , 2025 December 31 , 2024 Assets Current assets Cash $ 1,767,406 $ 371,497 Restricted cash 320,000 320,000 Accounts receivable, net 349,352 2,148,198 Inventories 4,267,084 4,591,902 Prepaid expenses 752,133 494,986 Deferred costs - current 944,653 417,290 Other current assets 382,473 931,244 Total current assets 8,783,101 9,275,117 Property and equipment, net 710,119 613,958 Intangible assets, net 1,142,047 1,062,766 Goodwill 703,957 — Investment in equity securities 670,951 670,951 Investment in leases 99,749 101,415 Right-of-use operating lease assets 4,222,680 4,493,360 Deferred costs - noncurrent 594,558 564,558 Security deposit, long-term 66,215 15,687 Total assets $ 16,993,377 $ 16,797,812 Liabilities and Equity Current liabilities Accounts payable $ 1,401,714 $ 1,882,357 Due to customers 800,000 — Accrued expenses 5,323,935 3,393,205 Deferred revenue - current 971,759 506,496 Debt - term loan 1,210,572 1,609,928 Due to related party - promissory notes - current 516,231 562,241 Convertible notes - current 2,032,074 2,475,162 Operating lease liabilities - current 872,562 914,800 Other liabilities 156,197 6,969 Total current liabilities 13,285,044 11,351,158 Operating lease liabilities - noncurrent 3,962,465 4,254,173 Due to related party - promissory notes - noncurrent 1,106,500 840,500 Convertible notes - noncurrent 354,587 — Deferred revenue - noncurrent 546,241 771,747 Warrants/investment rights liability 364,447 699,087 Other long-term liabilities 202,332 170,794 Total liabilities 19,821,616 18,087,459 Commitments and Contingencies Mezzanine equity Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2025 and — shares issued and outstanding at December 31, 2024 ; aggregate liquidation preference of $0 and $3,750,201 at June 30, 2025 and December 31, 2024 , respectively — — Stockholders’ equity Preferred Class A units, zero par value, 4,900,000 shares authorized; 4,900,000 units issued and outstanding at June 30, 2025 , and zero units issued and outstanding at December 31, 2024 , respectively 774,976 — Class B units, zero par value, 2,500,000 units authorized; 100,000 units issued and outstanding at June 30, 2025 , and zero units issued and outstanding at December 31, 2024 , respectively 100,000 — Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at June 30, 2025 and December 31, 2024 , respectively — — Common stock, $0.0001 par value, 200,000,000 shares authorized; 10,921,341 and 904,949 shares issued and outstanding at June 30, 2025 and December 31, 2024 , respectively 7,404 6,408 Treasury stock, at cost, 1,680 shares outstanding at June 30, 2025 ; 1,680 shares outstanding at December 31, 2024 — — Additional paid-in capital 182,310,448 164,285,336 Accumulated other comprehensive income 53,881 46,494 Accumulated deficit (185,850,879 ) (165,599,076 ) Nuvve Holding Corp. stockholders’ deficit (2,604,170 ) (1,260,838 ) Non-controlling interests (224,069 ) (28,809 ) Total stockholders’ deficit (2,828,239 ) (1,289,647 ) Total deficit (2,828,239 ) (1,289,647 ) Total Liabilities and Equity $ 16,993,377 $ 16,797,812 NUVVE HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30 , Six Months Ended June 30 , 2025 2024 2025 2024 Revenue Products $ 141,905 $ 369,192 $ 707,456 $ 845,661 Services 191,084 301,567 458,388 521,438 Grants — 131,421 79,610 214,837 Total revenue 332,989 802,180 1,245,454 1,581,936 Operating expenses Cost of products 48,124 256,902 541,339 593,574 Cost of services 82,941 345,813 150,970 518,585 Selling, general, and administrative 13,905,986 4,489,772 18,960,049 10,417,882 Research and development 1,093,163 1,473,567 1,976,935 3,063,144 Total operating expenses 15,130,214 6,566,054 21,629,293 14,593,185 Operating loss (14,797,225 ) (5,763,874 ) (20,383,839 ) (13,011,249 ) Other income (expense) Interest (expense) income, net (707,017 ) 10,736 (1,242,834 ) 19,748 Change in fair value of convertible notes 1,142,710 — 51,704 — Change in fair value of warrants/investment rights liability 565,800 1,584,772 441,182 2,312,434 Change in fair value of derivative liability — 7,907 — (3,626 ) Other, net 227,270 211,444 686,724 4,941 Total other income (expense), net 1,228,763 1,814,859 (63,224 ) 2,333,497 Loss before taxes (13,568,462 ) (3,949,015 ) (20,447,063 ) (10,677,752 ) Income tax expense — — — — Net loss $ (13,568,462 ) $ (3,949,015 ) $ (20,447,063 ) $ (10,677,752 ) Less: Net loss attributable to non-controlling interests (189,662 ) (10,268 ) (195,260 ) (24,566 ) Net loss attributable to Nuvve Holding Corp. $ (13,378,800 ) $ (3,938,747 ) $ (20,251,803 ) $ (10,653,186 ) Less: Preferred dividends on redeemable non-controlling interests — 76,504 — 151,508 Less: Accretion on redeemable non-controlling interests preferred shares — 161,466 — 322,932 Net loss attributable to Nuvve Holding Corp. common stockholders $ (13,378,800 ) $ (4,176,717 ) $ (20,251,803 ) $ (11,127,626 ) Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted $ (2.12 ) $ (6.70 ) $ (4.97 ) $ (21.51 ) Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted 6,313,968 623,028 4,073,294 517,236 NUVVE HOLDING CORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) Three Months Ended June 30 , Six Months Ended June 30 , 2025 2024 2025 2024 Net loss $ (13,568,462 ) $ (3,949,015 ) $ (20,447,063 ) $ (10,677,752 ) Other comprehensive (loss) income, net of taxes Foreign currency translation adjustments, net of taxes $ 7,151 $ (8,093 ) $ 7,387 $ (21,744 ) Total comprehensive loss $ (13,561,311 ) $ (3,957,108 ) $ (20,439,676 ) $ (10,699,496 ) Less: Comprehensive loss attributable to non-controlling interests $ (189,662 ) $ (10,268 ) $ (195,260 ) $ (24,566 ) Comprehensive loss attributable to Nuvve Holding Corp. $ (13,371,649 ) $ (3,946,840 ) $ (20,244,416 ) $ (10,674,930 ) Less: Preferred dividends on redeemable non-controlling interests $ — $ (76,504 ) $ — $ (151,508 ) Less: Accretion on redeemable non-controlling interests preferred shares — (161,466 ) — (322,932 ) Comprehensive loss attributable to Nuvve Holding Corp. common stockholders $ (13,371,649 ) $ (3,708,870 ) $ (20,244,416 ) $ (10,200,490 ) NUVVE HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30 , 2025 2024 Operating activities Net loss $ (20,447,063 ) $ (10,677,752 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 160,425 179,170 Stock-based compensation 568,681 1,390,808 Amortization of discount on debt and promissory notes 61,326 — Change in fair value of warrants liability (441,182 ) (2,312,434 ) Change in fair value of convertible notes (51,704 ) — Change in fair value of derivative liability — 3,626 Fair value of warrants issued for cryptocurrency strategy consulting services 8,194,000 — Loss on warrants issuance — 305,065 Provision for credit losses 990,105 — Noncash lease expense 250,448 252,997 Change in operating assets and liabilities Accounts receivable 749,923 1,208,706 Inventory 347,541 (154,683 ) Prepaid expenses and other assets 10,868 921,517 Accounts payable (480,643 ) 175,202 Due to customers 800,000 — Accrued expenses and other liabilities 1,771,572 (74,049 ) Deferred revenue 241,423 45,261 Net cash used in operating activities (7,274,280 ) (8,736,566 ) Investing activities Acquisitions (340,200 ) — Purchase of property and equipment (54,173 ) (53,103 ) Net cash used in investing activities (394,373 ) (53,103 ) Financing activities Proceeds from exercise of warrants 2,075,345 172,997 Proceeds from debt and promissory notes obligations 8,759,426 — Repayment of debt and promissory notes obligations (2,482,212 ) — Proceeds from common stock offering, net of issuance costs 564,847 8,516,741 Payment of finance lease obligations (7,591 ) (5,477 ) Proceeds from issuance of Class B units 100,000 — Net cash provided in financing activities 9,009,815 8,684,261 Effect of exchange rate on cash 54,747 2,162 Net increase (decrease) in cash and restricted cash 1,395,909 (103,246 ) Cash and restricted cash at beginning of year 691,497 2,014,660 Cash and restricted cash at end of period $ 2,087,406 $ 1,911,414 Supplemental Disclosure of cash information: Cash paid for interest $ 502,133 $ — Supplemental Disclosure of Noncash Investing Activity Issuance of preferred class A units for acquisition $ 774,976 $ — View source version on businesswire.com : https://www.businesswire.com/news/home/20250814414810/en/ Nuvve Investor Contact [email protected] +1 (619) 483-3448 Nuvve Press Contacts [email protected] +1 (619) 483-3448 Source: Nuvve Holding Corp.

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