Nuvve (NVVE) and Stonepeak to Pursue a $750 million Joint Venture

Nuvve Holding Corp. ("Nuvve") (Nasdaq: NVVE), a global technology leader accelerating the electrification of transportation through its proprietary vehicle-to-grid (V2G) platform, and certain investment vehicles managed by Stonepeak Partners LP ("Stonepeak"), a private equity firm specializing in infrastructure investing, today announced an agreement (the "Agreement") to pursue the formation of a new sustainable infrastructure joint venture called Levo Mobility LLC ("Levo"). Upon signing of definitive documents and closing, Levo will utilize Nuvve's proprietary V2G technology and Stonepeak's capital to help accelerate the deployment of electric fleets, including thousands of zero-emission electric school buses for school districts nationwide through "V2G hubs" and Transportation as a Service ("Taas").

Stonepeak, along with its portfolio company Evolve Transition Infrastructure LP ("Evolve"), plans to deploy up to an aggregate $750 million capital commitment to Levo. Levo expects to initially focus on electrifying school buses and associated charging infrastructure plus V2G services to provide safer and healthier transportation for children while supporting CO2 emission reduction, renewable energy integration, and improved grid resiliency. Levo also plans to work with commercial fleets such as last-mile delivery, ride hailing and ride sharing, and municipal services.

Beyond intelligent charging, Nuvve's V2G platform allows electric vehicle ("EV") batteries to store energy, including renewables such as solar and wind, and then safely discharge part of this stored energy back to the grid while parked and plugged in. Additionally, V2G allows EVs to earn revenue by combining energy from multiple batteries to form virtual power plants ("VPPs") and access energy markets, sell energy back to the grid, and perform services that stabilize the grid.

Levo's initial focus on school buses comes at a time when the Biden-Harris Administration has prioritized electrification of the 480,000 school buses in the U.S. through its Infrastructure Plan. Building on this, Lawmakers recently announced a $25 billion bill to electrify school buses and, increasingly, school districts are seeking to convert to zero emission vehicles to provide cleaner rides for students.

Today, approximately 95% of school buses are fueled by diesel, but making the switch to electric is often a challenge due to high upfront capital costs and the complexity of deploying and managing electric charging infrastructure. Levo plans to address these obstacles through flexible options including a fully financed offering that covers the upfront costs of electric buses coupled with a complete charging solution powered by Nuvve's V2G technology. Levo's customers would sign contracts for their electric fleets, regardless of size, that would provide predictable and known budget savings.

Gregory Poilasne, Chairman and CEO of Nuvve said, "We are thrilled to be working with Stonepeak, a leading infrastructure investor with significant expertise investing in energy, transportation, and logistics. Through our relationship, we plan to remove barriers that currently exist for school districts and other fleet operators to convert to electric vehicles. At the same time, we are expanding the use of Nuvve's V2G technology to lower the total cost of ownership for end users. We look forward to working closely with the team at Stonepeak and our other partners in the EV ecosystem to continue delivering our technology and solutions to fleet customers, grid operators, electric utilities, and other stakeholders around the world."

Trent Kososki and William Demas, Managing Directors at Stonepeak said, "The transition to electrification of transportation represents a meaningful opportunity to accelerate solutions to combat climate change. We are excited to team up with Nuvve, a leader of V2G technology and charging solutions. We believe our experience, relationships, and resources will create exciting opportunities for growth."

To receive updates, please visit levomobility.com.

Levo Joint Venture Details

Pursuant to the Agreement, Nuvve, Stonepeak, and Evolve agree to negotiate in good faith to finalize definitive agreements for the formation of Levo within 90 days (the "Closing"). Following Closing, Stonepeak and Evolve will fund Levo's acquisition and development of agreed assets and infrastructure up to an aggregate capital commitment of $750 million. Stonepeak and Evolve would be granted the ability to upsize their capital commitments upon deployment of the initial $750 million. There can be no assurance that the parties will enter into definitive agreements for the joint venture on the terms described in this press release and the Agreement or at all.

In connection with the Agreement, Nuvve, Stonepeak and Evolve also entered into a Securities Purchase Agreement ("SPA"), and a Registration Rights Agreement (the "Registration Rights Agreement"), each dated as of the date hereof.

In addition, Nuvve issued to Stonepeak and Evolve warrants to purchase an aggregate of 6 million shares of Nuvve common stock (the "Warrants") with exercise prices in tranches ranging from $10 to $40 per share. Stonepeak received 5.4 million warrants and Evolve received 600,000 warrants. Vesting of certain of the Warrants is conditioned upon Levo deploying varying aggregate amounts of capital over time.

Pursuant to the SPA, Nuvve also granted Stonepeak and Evolve an option to purchase in aggregate 5 million shares of Nuvve common stock at a price of $50/share.

Nuvve will seek shareholder approval for the issuance of shares of common stock pursuant to the Warrants and SPA to the extent required by Nasdaq rules.

Definitive agreements for the joint venture are expected to be signed and Closing is expected to occur prior to the end of July 2021.

To Stonepeak, Kirkland & Ellis LLP served as legal advisor, Coho Strategies and Emergent Strategic Partners provided commercial diligence and strategic planning, DNV served as technical advisor, and KPMG provided financial diligence support. Sidley Austin LLP and Hunton Andrews Kurth LLP served as legal advisors to Evolve. Mintz, Levin, Cohn, Ferris Glovsky and Popeo, P.C., and Graubard Miller served as legal advisors to Nuvve.

Nuvve will hold a conference call to review its financial results for the first quarter of 2021, along with the announced agreement to form joint venture with Stonepeak and other company developments at 9:00 AM ET (6:00 AM PT) on Monday, May 17, 2021. To participate in this call, please dial (877) 270-2148 or (412) 902-6510, or listen via a live webcast, which is available in the Investors section of Nuvve's website at https://nuvve.com/investors/.

You May Also Be Interested In

• Growth isn't weak enough to truly undercut inflation pressures - BMO
• Smartsheet (SMAR) Announces $150M Share Buyback
• HUB Cyber Security (HUBC) Strongly Responds To Dominion’s Misleading Lawsuit; Reaffirms Dedication To Expansion And Worldwide Customer Support