Form 8-K Nuvve Holding Corp. For: Mar 30
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2021
|NUVVE HOLDING CORP.|
|(Exact Name of Registrant as Specified in Charter)|
(State or Other Jurisdiction
|2468 Historic Decatur Road, San Diego, California||92106|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (619) 456-5161
|(Former Name or Former Address, if Changed Since Last Report)|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol(s)||
Name of each exchange
on which registered
|Common Stock, Par Value $0.0001 Per Share||NVVE||The Nasdaq Stock Market LLC|
|Warrants to Purchase Common Stock||NVVEW||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 7.01.||Regulation FD Disclosure.|
Nuvve Holding Corp. has prepared an investor presentation as of March 30, 2021. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K and the exhibits attached hereto is being furnished pursuant to Item 7.01 of Form 8-K and will not, except to the extent required by applicable law or regulation, be deemed filed by Nuvve Holding Corp. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
|Item 9.01.||Financial Statements and Exhibits.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: March 30, 2021||NUVVE HOLDING CORP.|
|By:||/s/ Gregory Poilasne|
Chairman and Chief Executive Officer
Nuvve Copyright © 2020. All Rights Reserved. We Make Electric Vehicles Affordable And Greener Investor Presentation – March 30 2021
Nuvve Copyright © 2020. All Rights Reserved. /HJDO'LVFODLPHU This presentation (this “Presentation”) is provided for information purposes only. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will Nuvve Holding Corp. (“Nuvve”) or any it’s respective subsidiaries, stockholders, affi liates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presen tat ion, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Pr esentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes. Nuvve has noy independently verified the data obtained fro m these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of Nuvve. Viewers of this Presentation should each make their own evaluation of Nuvve and of the relevance and adequacy of the information and sho uld make such other investigations as they deem necessary. Forward Looking Statements Certain statements included in this Presentation that are not historical facts are forward - looking statements for purposes of th e safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “model,” “target,” “goal,” and similar expressions are intended to identify forward - looking statements, although not all forward - looking statements contain these identifying words. Forward - looking statements include statements regarding estimates and forecasts of other finan cial and performance metrics and projections of market opportunity, as well as any other statements that are not related to present factors or current conditions or that are not purely historical. Thes e s tatements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of Nuvve’s management. These forward - looking statements are provided for illustrat ive purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual event s a nd circumstances are difficult or impossible to predict and will differ from those expressed or implied by these forward looking statements. Many actual events and circumstances are beyond the control of Nuvv e. These forward - looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; failure to realize the anticipated benefits of the business combination with Newborn Acquisition Corp.; risks relating to the uncertainty of Nuvve’s projected financial information; risks related to the organic an d inorganic growth of Nuvve’s business and the timing of expected business milestones; the effects of competition on Nuvve’s future business; the ability of Nuvve to obtain any necessary additional fi nan cing in the future; and those factors discussed in Nuvve’s final prospectus dated February 16, 2021 under the heading “Risk Factors” and in the other documents filed, or to be filed, by Nuvve with the Securi tie s and Exchange Commission (“SEC”). If any of these risks materialize or Nuvve’s management’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looki ng statements. There may be additional risks that presently are unknown to Nuvve or that Nuvve currently believes are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. In addition, forward - looking statements reflect Nuvve’s expectations, plans or forecasts of future events and views as of the date of this Presentation. Nuvve anticipates th at subsequent events and developments will cause Nuvve’s assessments to change. However, while Nuvve may elect to update these forward - looking statements at some point in the future, Nuvve specifically discla im any obligation to do so, except as required by law. These forward - looking statements should not be relied upon as representing Nuvve’s assessments as of any date subsequent to the date of this Presen tat ion. Accordingly, undue reliance should not be placed upon the forward - looking statements. Use of Projections This Presentation contains projected financial information with respect to Nuvve. Such projected financial information consti tut es forward - looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial fo recast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See “Forward - Looking Statements” above. Actual re sults may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be re garded as a representation by any person that the results reflected in such forecasts will be achieved.
3 EƵǀǀĞŽƉǇƌŝŐŚƚΞ ϮϬϮϬ ͘ůůZŝŐŚƚƐZĞƐĞƌǀĞĚ͘ Non-GAAP Financial Measures Some of the financial information and data contained in this Presentation has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). NBAC and Nuvve believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating historical or projected operating results and trends in and in comparing Nuvve’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and revenue that are required by GAAP to be recorded in Nuvve’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and revenue items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents historical non-GAAP financial measures in connection with GAAP results. You should review Nuvve’s audited financial statements, which are included in Nuvve’s SEC filings.Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of NBAC, Nuvve and other companies, which are the property of their respective owners.
Nuvve Copyright © 2020. All Rights Reserved. Introductions GREGORY POILASNE Co - Founder, Chairman & CEO s/ZK^KE ŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ TED SMITH President & Board Member
5 EƵǀǀĞŽƉǇƌŝŐŚƚΞ ϮϬϮϬ ͘ůůZŝŐŚƚƐZĞƐĞƌǀĞĚ͘ Who is Nuvve ? Nuvve’s proprietary vehicle - to - grid (V2G) technology enables the linking of multiple electric vehicle (EV) batteries through EV charging stations into a virtual power plant (VPP) providing bi - directional services to the electrical grid in a qualified and secure manner. • The company generates revenue from bidding onto energy markets and creates energy savings for its customers • Nuvve’s technology and ecosystem has proven to successfully lower the cost of electric vehicle ownership, while supporting the integration of renewable energy for a scalable and sustainable green society.
Nuvve Copyright © 2020. All Rights Reserved. Our Mission dŽůŽǁĞƌƚŚĞĐŽƐƚŽĨĞůĞĐƚƌŝĐǀĞŚŝĐůĞ;sͿŽǁŶĞƌƐŚŝƉǁŚŝůĞƐƵƉƉŽƌƚŝŶŐƚŚĞŝŶƚĞŐƌĂƚŝŽŶŽĨƌĞŶĞǁĂďůĞĞŶĞƌŐǇ ĨŽƌƐĐĂůĂďůĞĂŶĚƐƵƐƚĂŝŶĂďůĞŐƌĞĞŶƐŽĐŝĞƚǇ͘ Wind/PV share (global capacity) EV share (new global sales) 52% 15% Ϯ й 57% 2018 ϮϬϰϬ 2018 2040 Source : BNEF
7 EƵǀǀĞŽƉǇƌŝŐŚƚΞ ϮϬϮϬ ͘ůůZŝŐŚƚƐZĞƐĞƌǀĞĚ͘ EV Market Forecast EV adoption will drive the need for vehicle - grid integration (VGI) and vehicle - to - grid (V2G) in 2021
Nuvve Copyright © 2020. All Rights Reserved. (OHFWULF*ULGLV1RW5HDG\ 6PDUW&KDUJLQJZLOOQRWEH(QRXJK EV Industry Uni - directional High volatility Unconnected to grid Heavy uncontrolled loads Increasing regulatory mandates High cost of batteries/ownership High volatility Power Industry Transition to distributed power High volatility Increasing renewables Little virtualization of assets Increasing load from EVs Based on fixed assets ͞ dŚĞĐŚĂůůĞŶŐĞŝŶEŽƌǁĂǇŝƐŶŽƚƚŚĂƚƚŚĞƌĞŝƐƚŽŽůŝƚƚůĞƉŽǁĞƌ͕ďƵƚƚŽŽůŽǁĐĂƉĂĐŝƚǇŝŶƉĂƌƚƐŽĨƚŚĞŶĞƚǁŽƌŬĐůŽƐĞƐƚƚŽƚŚĞ ĐŽŶƐƵŵĞƌ͘/ƚŝƐĐĞƌƚĂŝŶůǇĐŚĂůůĞŶŐŝŶŐ͘ ͟ Ͳ ŚƌŝƐƚŝŶĂƵ͕ĚŝƌĞĐƚŽƌŽĨ ƚŚĞEŽƌǁĞŐŝĂŶůĞĐƚƌŝĐĂƌƐƐŽĐŝĂƚŝŽŶ
9 EƵǀǀĞŽƉǇƌŝŐŚƚΞ ϮϬϮϬ ͘ůůZŝŐŚƚƐZĞƐĞƌǀĞĚ͘ Bi - directional is the Solution EV Industry Uni - directional High volatility Unconnected to grid Heavy uncontrolled loads Increasing regulatory mandates High cost of batteries/ownership Low volatility w/ Nuvve Power Industry dƌĂŶƐŝƚŝŽŶƚŽĚŝƐƚƌŝďƵƚĞĚƉŽǁĞƌ ,ŝŐŚǀŽůĂƚŝůŝƚǇ /ŶĐƌĞĂƐŝŶŐƌĞŶĞǁĂďůĞƐ >ŝƚƚůĞǀŝƌƚƵĂůŝǌĂƚŝŽŶŽĨĂƐƐĞƚƐ /ŶĐƌĞĂƐŝŶŐůŽĂĚĨƌŽŵsƐ ĂƐĞĚŽŶĨŝǆĞĚĂƐƐĞƚƐ Vehicle - Grid Integration ŝ Ͳ ĚŝƌĞĐƚŝŽŶĂů ^ƚĂďŝůŝǌĂƚŝŽŶŽĨƌĞŶĞǁĂďůĞƐ ĐĐĞƐƐƚŽĞŶĞƌŐǇŵĂƌŬĞƚƐ ĞŵĂŶĚͬƐƵƉƉůǇŵĂƚĐŚŝŶŐ sŝƌƚƵĂůŝǌĂƚŝŽŶŽĨĂƐƐĞƚƐ ^ŵĂƌƚďĂƚƚĞƌǇŵĂŶĂŐĞŵĞŶƚ
10 Nuvve Copyright © 2020. All Rights Reserved. Nuvve’s Platform And Services Helps stabilize the grid with Nuvve’s bidirectional charging Reduces the cost of EV ownership, encourages EV adoption 'ƵĂƌĂŶƚĞĞƐǀĞŚŝĐůĞǁŝůůďĞƐĞƚ ĨŽƌƵƐĞďǇŽǁŶĞƌǁŚĞŶ ŶĞĞĚĞĚ Optimizes and protects the vehicle battery ůĞĐƚƌŝĐǀĞŚŝĐůĞƐŐŽĨƌŽŵďĞŝŶŐ ƵŶƌĞůŝĂďůĞƌĞƐŽƵƌĐĞƐŝŶƚŽ ƌĞůŝĂďůĞ͕ĚŝƐƉĂƚĐŚĂďůĞĂŶĚ ŵŽŶĞƚŝǌĂďůĞĂƐƐĞƚƐ͘ Enables increased renewable penetration
11 V2G Barcelona, Spain Newark, Delaware DĂŶŝůĂ͕WŚŝůŝƉƉŝŶĞƐ CDG Airport, Paris tŝŶĚŚŽĞŬ͕EĂŵŝďŝĂ Nagoya, Japan Culver City, CA London, UK UCSD, San Diego CA Torrance, CA ůĂũŽŶ͕^ĂŶŝĞŐŽ Nice, France &ƌĞĚĞƌŝŬƐďĞƌŐ͕ĞŶŵĂƌŬ Corsica, France EVS32 Lyon, France San Jose, CA Bornholm, Denmark
12 EƵǀǀĞŽƉǇƌŝŐŚƚΞ ϮϬϮϬ ͘ůůZŝŐŚƚƐZĞƐĞƌǀĞĚ͘ Vehicle - Based • Availability • Power capacity • Historic usage &ŽƌĞĐĂƐƚ Market - Based • Historical trends • Projected value • Volatility • Compatible w/ all standards • Control infrastructure directly or via API’s. • Performance and Financial Results reporting to stakeholders (utilities, fleet owners, drivers) Bid Dispatch ZĞƉŽƌƚ Nuvve Platform Implementation '/sĞ Ρ ŐŐƌĞŐĂƚŽƌ DRIVER GRID BATTERY AI Integration, under development
13 EƵǀǀĞŽƉǇƌŝŐŚƚΞ ϮϬϮϬ ͘ůůZŝŐŚƚƐZĞƐĞƌǀĞĚ͘ Nuvve Product Vision ĚĂƉƚĂďůĞ Adjustable Scalable Standards compatibility (EV, EVSEs, etc.) Evolving with energy markets worldwide Micro - service based to enable quick iteration
Nuvve Copyright © 2020. All Rights Reserved. 9DOXH5HYHQXH3URSRVLWLRQ Smart Charging V1G V2H / V2B V2G Value Proposition hƚŝůŝƚǇ /ŶƚĞƌĐŽŶŶĞĐƚŝŽŶ • Nuvve is capable of providing all levels of Vehicle Grid Integration, including V2G, providing revenues from grid services and u utility bill savings behind the meter. /ŶƚĞƌĐŽŶŶĞĐƚĞĚĞŶĞƌŐǇƐƚŽƌĂŐĞƚŚĂƚ ĐĂŶƌĞƐƉŽŶĚƚŽĨĂƐƚŐƌŝĚƐŝŐŶĂůƐĂŶĚ ƉĂƌƚŝĐŝƉĂƚĞŝŶĞŶĞƌŐǇŵĂƌŬĞƚƐ Bi - directional capable, connected to buildings, able to respond to tariff signals. Dynamic charge rate based on external signals Binary Stop/Start charge at scheduled times TOU (1) Demand Response ĞŵĂŶĚŚĂƌŐĞ DĂŶĂŐĞŵĞŶƚ͕ ŵĞƌŐĞŶĐǇĂĐŬ Ͳ ƵƉ Wholesale Energy Market (Ancillary, Capacity, Energy) ;ϭͿ dKhсdŝŵĞŽĨhƐĞKƉƚŝŵŝǌĂƚŝŽŶ
15 Nuvve Copyright © 2020. All Rights Reserved. Denmark Business Case Average Revenue per Car/Mo: 158€ Average Bid Capacity in Oct 19: 227kW Total Capacity: 398kW (43 Vehicles) Without Building Services: Nuvve P&L, per car per year Sep 2017 - Aug 2018 FCR* Revenue Base EUR 2,082 Energy Export (to Grid) EUR 106 Mobility Fee EUR 562 Total Revenues EUR 2,750 100% Cost of Energy EUR (1,340) -49% Cost of Chargers, Nuvve EUR (586) -21% Total Operating Expenses EUR (1,927) -70% Nuvve Remaining EUR 823 30% * Frequency Control Regulation
16 Nuvve Copyright © 2020. All Rights Reserved. Energy And Power Capacity Market *ULG ZLGH Behind the meter/Grid - wide %HKLQGWKHPHWHU Distribution grid Combination 1. Frequency Regulation 2. Demand Charge Demand Response 3. PV Integration Energy Optimization 'LVWULEXWLRQ *ULG 6HUYLFHV 5. Energy Arbitrage 0DUNHWVL]H 1XPEHU(9 3M / $3B $1,000 per car per year 500M / $250B $500 per car per year 30M / $30B $1,000 per car per year 130M / $65B $500 per car per year 250M / $200B $800 per car per year ^ŽƵƌĐĞƐ͗&ͬEZ>ͬ Ŷd^K Ͳ ͬW:DͬE'^Kͬ EŽƌĚƉŽŽů ͬZdͬW'Θ High value – Power capacity 3HDN3RZHU ± (9,QWHJUDWLRQ Energy usage Optimization Voltage control, Load Management Energy trading
17 Nuvve Copyright © 2020. All Rights Reserved. Nuvve Comparison to Competition Today Transportation Fleet Charge Behind - The - Meter TOU Demand Charge Grid Demand Response sŽůƚĂŐ ĞŽŶƚƌŽů Reactive Power ŶĞƌŐǇƌďŝƚƌĂŐĞ Freq. Regulation Bi - Directional
18 Nuvve Copyright © 2020. All Rights Reserved. First - mover Advantage in V2G Space &ŝƌƐƚDŽǀĞƌĚǀĂŶƚĂŐĞ Nuvve Today ŶƚƌǇ ĂƌƌŝĞƌ ĨŽƌŽŵƉĞƚŝƚŽƌƐ Intellectual Property (IP) Nuvve owns key paten t s D ifficult for competitors to peform V2G functions without violating Nuvv e `s IP Qualification by Transmission System Operator (TSO) EƵǀǀĞŝƐĂůƌĞĂĚǇƋƵĂůŝĨŝĞĚďǇŵƵůƚŝƉůĞd^KƐ ǁŚŝĐŚŵĂŬĞƐEƵǀǀĞĞĂƐŝĞƌƚŽĞǆƉĂŶĚŝŶ ŽƚŚĞƌĂƌĞĂƐ It is a long path for distributed resources and aggregators to be qualifed by TSO : 12 - 36 months Experience (market participation & stake - holders) Nuvve has 10 years experience of market participation and stake - holder interaction including with car OEMs Optimization of market participation and cusotmer`s value proposition is a key element for competitiveness. Data Collection A huge amount of data has been accumulated inside Nuvve Data is a key element for rapid and accurate future development
19 Nuvve Copyright © 2020. All Rights Reserved. Nuvve Roll - out Strategy ϮϬϮϬ 2021 ϮϬϮϮ 2023 Light Duty Fleet Heavy Duty Fleet Car OEM Charge Point Operator (CPO) ƵƌŽƉĞͬŚĂĚĞŵŽ US - Europe / CCS DC h^ͬ^ĐŚŽŽůƵƐ US - Europe / Telematic v1g Nordics and Europe / v1g US – Europe / Shuttle – Delivery Truck – Transit bus US – Europe - Japan / Telematic v2g US – Europe - Japan / 15118 - 20 and other standards v2g
Nuvve Copyright © 2020. All Rights Reserved. 639%ULQJV)LQDQFLQJDQGD7XUQNH\6ROXWLRQ Charging Consultation & Installation • Consultative approach with network of installation partners Financing • Enable financing of equipment, including the bus with partners • Use a Special Purpose Vehicle (SPV) to finance equipment • Vehicle, Charging station and installation can be supported through SPV • Target mid ten’s IRR EVSE BTM Cost TTM Cost Behind - the - Meter (installation) 7R WKH 0HWHUJULGXSJUDGHV Charging Station 9HKLFOH Finance equipment, including vehicle by leveraging V2G revenue
Nuvve Copyright © 2020. All Rights Reserved. 21 School Bus SPV Model SPV LLC o r LP /Es^dKZ^ ƋƵŝƚǇ Debt Energy Market BTM School District Bus Owner N U V V E Rev Share Mkt Participation s Ϯ 'Θ dD ZĞǀƐ ƐƐŝŐŶ>&^Θ'ƌŝĚ^ĞƌǀŝĐĞZĞǀĞŶƵĞƐ Provide Required Infrastructure & Turnkey Svc Capital Outlay for Eqpt & Svcs Equipment & Services Network Upgrades EV Bus Procurement EVSE Procurement EĞƚǁŽƌŬ hƉŐƌĂĚĞƐ W KDƐ s^ DĨƌƐ /^KƐ hƚŝůŝƚŝĞƐ EVSE Mfrs
22 Nuvve Copyright © 2020. All Rights Reserved. Executive Team, Leadership, & Advisory Team GREGORY POILASNE Co - Founder, Chairman, CEO TED SMITH President & Board Member t/>>dd<DWdKE Ž Ͳ &ŽƵŶĚĞƌ͕ŚĂŝƌŵĂŶd DZdZ,E sW͕DĂƌŬĞƚŝŶŐ JACKIE PIERO VP. Policy Advisors LYNN AMES VP, Partnerships Tim O’Neal VP, Engineering DAVID ROBSON Chief Financial Officer RUSSELL VARE Director, OEM Partnerships Z>W,D^ ŝƌĞĐƚŽƌ͕hƚŝůŝƚǇWĂƌƚŶĞƌƐŚŝƉƐ DK'E^>T<< ŝƌƵƐŝŶĞƐƐĞǀĞůŽƉŵĞŶƚ͕EŽƌĚŝĐƐ
23 Transaction Summary & Financials
24 Nuvve Copyright © 2020. All Rights Reserved. Transaction Summary • On March 12, 2021 Nuvve and Newborn closed on a Business Combination pursuant to a Merger Agreement • Nuvve pre - money equity value of $104M • Consideration to Nuvve paid with 9.1M shares (before buy back of 0.6m shares). • PIPE transaction includes 1.4M shares of common stock and warrant PIPE at $10.00/share. For every PIPE share purchased, PIPE investors receive 1.9 warrants; each whole warrant exercisable for ½ a common share (4) • Transaction Pro forma enterprise value of ~$125M; current market capitalization of ~$206M • Nuvve will own ~49% of the combined company (~58% with earnout) • Approximately $63M net cash rolls to balance sheet; including $14m in PIPE proceeds, less transaction costs, share repurchase, and repayment of sponsor loan. • Nuvve shall be entitled to an earnout of 4 million newly issued shares if Nuvve’s CY 2021 revenue exceeds $30M POST TRANSACTION VALUATION ($MM) (1)(2)(3) 6285&(6 86(600 326775$16$&7,219$/8$7,2100 (1) Net of redemptions (2) Does not include ~3 million common shares underlying IPO warrants exercisable at $11.50 per share nor 1.3M common shares unde rly ing warrants being offered in this PIPE exercisable at $11.50 per share (3) Does not include 0.3M unit purchase options to the NBAC IPO underwriter (4) Reflects cash on hand at December 31, 2020 included with cash remaining in trust.
25 Nuvve Copyright © 2020. All Rights Reserved. NUVVE CORP. AUDITED CONDENSDED FINANCIAL INFORMATION For the year ended December 31 (in thousands)
26 Nuvve Copyright © 2020. All Rights Reserved. NUVVE CORP. AUDITED CONDENSED CONSOLIDATED BALANCE SHEET As of December 31, 2020 (in thousands) (in thousands, Audited) (1) Includes convertible debenture and Payroll Protection Program (PPP) loan. The PP loan was received as part of the Coronaviru s A id, Relief, and Economic Security Act. The debenture was converted to equity upon consummation of the Merger. If the company meets certain criteria th e PPP loan will be forgiven.
27 Nuvve Copyright © 2020. All Rights Reserved. 8QDXGLWHG3UR)RUPD&RQGHQVHG&RPELQHG6WDWHPHQWRI2SHUDWLRQV )RUWKH<HDU(QGHG'HFHPEHU LQWKRXVDQGV
28 Nuvve Copyright © 2020. All Rights Reserved. 8QDXGLWHG3UR)RUPD&RQGHQVHG&RPELQHG%DODQFH6KHHW $VRI'HFHPEHU LQWKRXVDQGV
30 Nuvve Copyright © 2020. All Rights Reserved. Company Outline • The world’s only platform enabling profitable deployment of EV fleets globally • University of Delaware Spin Off (invention of V2G) • HQ in San Diego, CA • Offices in Copenhagen, London, Newark (DE), Paris • Core IP: 15 patents filed or pending • Projects around the world • 3 years of commercial operation in Denmark • Corporate investors o EDF Renewable EDF o Toyota Tsusho • Joint Venture DREEV
31 Nuvve Copyright © 2020. All Rights Reserved. 0DUNHW$FFHVV%\5HJLRQ Product U.S.A Denmark Norway U.K France Japan China CAISO PJM NYISO Time of Use (Optimization) Demand Charge n/a n/a n/a n/a n/a Demand Response 2020 Frequency Regulation 2022 2020 2020 2024 2022 Capacity 2022 2022 Energy сz^ zĞĂƌсtŚĞŶŵĂƌŬĞƚǁŝůůŽƉĞŶ
32 Nuvve Copyright © 2020. All Rights Reserved. <HDU 5HFDS V2G enabled ride share service at UC – San Diego Torrance, CA - School District V2G fleet deployment in Denmark -&'HFDX[LQ'HQPDUN \HDUVRIPDUNHWSDUWLFLSDWLRQLQ3-0WKHODUJHVW WUDQVPLVVLRQV\VWHPRSHUDWRU762LQWKHFRXQWU\ \HDUVRIFRPPHUFLDORSHUDWLRQLQ'HQPDUN $YHUDJH SHUYHKLFOHSHU\HDU 'UHHYD(')DQG1XYYH-RLQWYHQWXUHIRFXVHG* )UDQFH8.,WDO\%HOJLXPDQG*HUPDQ\ 6WUDWHJLFDJUHHPHQWHVWDEOLVKHGZLWKNH\VFKRROEXV 2(0/LRQ%OXH%LUG 0(7,SURMHFWGHSOR\PHQWVXFFHVVLQ-DSDQ .(3&20286WDWH*ULG/R,
33 Nuvve Copyright © 2020. All Rights Reserved. 0DUNHWVL]H*OREDO 5HYHQXH2SSRUWXQLW\8QLW $1.5B Grid Services TAM / year Ψ ϱϬϬ ͬsͬǇĞĂƌ ΨsĂůƵĞWĞƌsWĞƌzĞĂƌ Behind - The - Meter Services $800 / EV / year Ψ ϰ TAM / year Transportation Services $2000 / EV / year Ψ ϮϵϬ dDͬǇĞĂƌ Total Opportunity $3300 / EV / year Ψ Ϯϵϲ TAM / year Source: EDF and Nuvve edition https://www.nrel.gov/docs/fy17osti/68963.pdf Total Electric Market is worth $3,214B in 2016 (source: Reuters)
EƵǀǀĞŽƉǇƌŝŐŚƚΞ ϮϬϮϬ ͘ůůZŝŐŚƚƐZĞƐĞƌǀĞĚ͘ 34 Nuvve Copyright © 2020. All Rights Reserved. EƵǀǀĞŽƉǇƌŝŐŚƚΞ ϮϬϮϬ ͘ůůZŝŐŚƚƐZĞƐĞƌǀĞĚ͘ We Make Electric Vehicles Greener
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