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NVVE on OTC

Nuvve Holding Corp

Logo: nuvve.com4

Technology company based in San Diego, founded in 20101

In its 2026 annual report the company says: “We are a grid modernization and advanced energy storage and management company that has developed a proprietary vehicle-to-grid technology, including our Grid Integrated Vehicle cloud-based software platform, powered by advanced artificial intelligence. Our AI-driven platform enables us to link multiple electric vehicle batteries, as well as stationary batteries, into a virtual power plant to provide bi-directional energy to the electrical grid in a qualified and secure manner.”6 Its shares trade on OTC under the symbol NVVE.1

Price unavailable

Last updated Oct 21, 2026.

Overview

2010Founded1

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  • TickerNVVE on OTC1
  • IndustryMiscellaneous Electrical Machinery, Equipment & Supplies1
  • HeadquartersSan Diego1
  • Websitenuvve.com
  • Incorporated inDE5
  • Business address2488 Historic Decatur Road, Suite 230, San Diego, Ca 921065
  • Filer categoryNon-accelerated filer, Smaller reporting company5
  • Legal formCorporation3
  • LEI5299004MEFX6GLLWU5603
  • StatusActive3
  • LEI statusIssued and current3
  • Registered addressc/o VCORP SERVICES, LLC, 108 W. 13TH STREET SUITE 100, 19801 Wilmington, United States3
  • Registered withDivision of Corporations, Department of State, 40967403

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Nuvve Holding Corp image from its website
Image: nuvve.com4

We are a grid modernization and advanced energy storage and management company that has developed a proprietary vehicle-to-grid ("V2G") technology, including our Grid Integrated Vehicle ("GIVe") cloud-based software platform, powered by advanced artificial intelligence ("AI"). Our AI-driven platform enables us to link multiple electric vehicle ("EV") batteries, as well as stationary batteries, into a virtual power plant to provide bi-directional energy to the electrical grid in a qualified and secure manner.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-671.7%Operating margin7
-642.9%Net margin8
-9.3%Revenue growth, 20258
-$16.7MFree cash flow7

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product brought in 62% of the revenue Nuvve Holding Corp broke down this way in fiscal 2025.

  1. Product$3.0M862%up 19% from 2024
  2. Engineering Services$1.1M822%down 45% from 2024
  3. Grant$559.2K811%up 36% from 2024
  4. Engineering Services, Management Fees$141.2K83%down 83% from 2024
  5. Grid Services$99.0K82%down 69% from 2024
Products and services by year
Products and services20242025
Product$2.6M$3.0M
Engineering Services$2.0M$1.1M
Grant$410.0K$559.2K
Engineering Services, Management Fees$848.9K$141.2K
Grid Services$321.7K$99.0K

Regions

United States brought in 94% of the revenue Nuvve Holding Corp broke down this way in fiscal 2025.

  1. United States$4.5M894%down 9% from 2024
  2. DK$180.4K84%down 41% from 2024
  3. Japan$94.5K82%
Regions by year
Regions20242025
United States$5.0M$4.5M
DK$306.5K$180.4K
Japan$0$94.5K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development13¢$3.8M
  • Selling, general and admin87¢$26.8M
  • Income tax0¢$1.0K

Out of $4.8M in revenue.8 The company lost money this year.

Financial statements

Revenue91011128$4.8M in 2025+14% since 2020
0$2.5M$5.0M$7.5M$10.0M2020: $4.2M$4.2M20202021: $4.2M$4.2M2021−0%2022: $5.4M$5.4M2022+28%2023: $8.3M$8.3M2023+55%2024: $5.3M$5.3M2024−37%2025: $4.8M$4.8M2025−9%
Operating income91013147-$32.2M in 2025+587% since 2020
-$40.0M-$30.0M-$20.0M-$10.0M02020: -$4.7M-$4.7M20202021: -$27.2M-$27.2M2021+481%2022: -$36.9M-$36.9M2022+36%2023: -$32.1M-$32.1M2023−13%2024: -$20.5M-$20.5M2024−36%2025: -$32.2M-$32.2M2025+57%
Net income91011128-$30.8M in 2025+531% since 2020
-$80.0M-$60.0M-$40.0M-$20.0M02020: -$4.9M-$4.9M20202021: -$72.5M-$72.5M2021+1384%2022: -$24.0M-$24.0M2022−67%2023: -$31.3M-$31.3M2023+30%2024: -$17.4M-$17.4M2024−44%2025: -$30.8M-$30.8M2025+77%

Every line of the income statement as filed: the last 2 fiscal years, latest first.8

Period ending2025-12-312024-12-31
Total revenue$4.8M$5.3M
Inventory impairment loss$3.5M$0
Selling, general, and administrative$26.8M$17.7M
Research and development$3.8M$4.5M
Total operating expenses$37.0M$25.7M
Operating loss-$32.2M-$20.5M
Interest expense, net-$2.0M-$767.4K
Change in fair value of convertible notes-$140.6K$444.7K
Change in fair value of warrants/investment rights liability$940.5K$3.7M
Change in fair value of derivative liability$0-$3.6K
Other, net$1.8M-$300.4K
Total other income, net$630.1K$3.0M
Loss before taxes-$31.5M-$17.4M
Income tax (benefit) expense-$1.0K$1.6K
Net loss-$31.5M-$17.4M
Less: Net loss attributable to non-controlling interests-$726.4K-$28.8K
Net loss attributable to Nuvve Holding Corp.-$30.8M-$17.4M
Net loss attributable to Nuvve Holding Corp. common stockholders-$30.8M-$17.4M
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in dollars per share)-$75.65-$1,076.70
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in dollars per share)-$75.65-$1,076.70
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in shares)407.4K shares16.2K shares
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in shares)407.4K shares16.2K shares

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Corporate structure

Nuvve Holding Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Nuvve Holding Corp

  • Nuvve Holding Corp San Diego, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Nuvve Holding Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Finance-lease assets$1.6K8 Dec 31, 2025$6.9K8 Dec 31, 2024−77.5%
Operating-lease assets (leased space)$3.8M8 Dec 31, 2025$4.5M8 Dec 31, 2024−15.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$5.5M8 Dec 31, 2025$371.5K8 Dec 31, 2024+1371.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$96.0K8 Dec 31, 2025$08 Dec 31, 2024
Intangible assets, net (excluding goodwill)$1.1M8 Dec 31, 2025$1.1M8 Dec 31, 2024+0.3%
Accumulated amortization$1.2M8 Dec 31, 2025$1.0M8 Dec 31, 2024+14.2%
Finite-lived intangibles, net$1.1M8 Dec 31, 2025$1.1M12 Dec 31, 2024+0.3%

Inventory

ItemLatestA year beforeChange
Inventory, total$800.8K8 Dec 31, 2025$4.6M8 Dec 31, 2024−82.6%

Properties, in its own words

Our principal executive offices are located in leased office space at 2488 Historic Decatur Rd., Suite 230, San Diego, California. We also maintains office space, operations and equipment storage facilities in San Diego, Michigan, and Denmark. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our businesses.

Item 2 of the 10-K filed Mar 31, 2026.6

Leadership

Who has led Nuvve Holding Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Gregory Poilasne2021–now

President

  1. Ted C. Smith2021–now

Chief operating officer

  1. Ted C. Smith2021–now
201520202025
Board members and other officers (11)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerDavid Robson named Nov 14, 2024 to Sep 24, 202629
  • DirectorAngela Strand named Nov 14, 202430

Former names

  • NB Merger Corp.Dec 21, 2020 to Feb 17, 20215

Timeline

  1. Oct 13, 20268-K Executive or director change31
  2. Oct 7, 20268-K Entered a material agreement32
  3. Sep 16, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares33
  4. Aug 27, 20268-K Unregistered sale of shares34
  5. Aug 14, 20268-K Results of operations; Regulation FD disclosure35
  6. Jul 29, 20268-K Ended a material agreement36
  7. Jul 23, 20268-K Listing notice or transfer37
  8. Jul 21, 20268-K Ended a material agreement38
  9. Jul 2, 20268-K Entered a material agreement39
  10. Jul 1, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events40
  11. Jun 25, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed41
  12. Jun 23, 20268-K Shareholder vote42
  13. Mar 22, 2021New chief executive Gregory Poilasne becomes CEO18
  14. 2020Went public Listed on NASDAQ1
  15. 2010Founded Founded1

Calendar

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results35
  2. Mar 31, 2026Reported quarterly or annual results43
  3. Nov 13, 2025Reported quarterly or annual results44
  4. Aug 14, 2025Reported quarterly or annual results45
  5. May 15, 2025Reported quarterly or annual results46
  6. Mar 31, 2025Reported quarterly or annual results47
  7. Nov 12, 2024Reported quarterly or annual results48
  8. Aug 13, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

413 filings to the SEC since October 2021: 7 annual reports, 18 quarterly reports, 138 major events, 104 insider forms, 21 large holders, 7 private raises, 118 other. The latest 20:

  1. Oct 13, 20268-K EDGAR
  2. Oct 9, 202625-NSE EDGAR
  3. Oct 7, 20268-K EDGAR
  4. Sep 24, 2026D EDGAR
  5. Sep 16, 20268-K CURRENT REPORT EDGAR
  6. Sep 4, 2026D EDGAR
  7. Aug 27, 20268-K EDGAR
  8. Aug 14, 202610-Q EDGAR
  9. Aug 14, 20268-K EDGAR
  10. Aug 6, 2026SCHEDULE 13G EDGAR
  11. Jul 29, 20268-K EDGAR
  12. Jul 23, 20268-K EDGAR
  13. Jul 22, 2026SCHEDULE 13G EDGAR
  14. Jul 21, 20268-K EDGAR
  15. Jul 20, 2026SCHEDULE 13G EDGAR
  16. Jul 15, 202610-Q EDGAR
  17. Jul 2, 20268-K EDGAR
  18. Jul 1, 20268-K EDGAR
  19. Jun 25, 20268-K EDGAR
  20. Jun 23, 20268-K EDGAR

The 413 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

27 open-market trades by officers, directors and large owners since October 2021: 9 buys and 18 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 1, 2025Poilasne GregoryChief Executive OfficerSale126,000$0.18$22.7KForm 4
Nov 28, 2025Poilasne GregoryChief Executive OfficerSale100,000$0.24$24.0KForm 4
Nov 26, 2025Poilasne GregoryChief Executive OfficerSale100,000$0.27$27.0KForm 4
Aug 22, 2025Poilasne GregoryChief Executive OfficerSale200,000$0.47$94.0KForm 4
Dec 31, 2024Poilasne GregoryChief Executive OfficerSale1,680Form 4
Dec 20, 2024Smith Ted C.President and COOBuy7,155$2.88$20.6KForm 4
Dec 19, 2024Smith Ted C.President and COOBuy3,928$2.75$10.8KForm 4
Feb 2, 2024Poilasne GregoryChief Executive OfficerBuy25,000$2.00$50.0KForm 4
Oct 20, 2023Robson DavidChief Financial OfficerBuy357,000$0.14$50.0KForm 4
Oct 20, 2023Poilasne GregoryChief Executive OfficerBuy714,000$0.14$100.0KForm 4
Jun 12, 2023Smith Ted C.President and COOSale26,900$0.47$12.6KForm 4
Dec 1, 2022Poilasne GregoryChief Executive OfficerSale5,000$0.62$3.1KForm 4
Nov 1, 2022Poilasne GregoryChief Executive OfficerSale5,000$0.98$4.9KForm 4
Oct 3, 2022Poilasne GregoryChief Executive OfficerSale5,000$1.40$7.0KForm 4
Sep 1, 2022Poilasne GregoryChief Executive OfficerSale4,598$2.75$12.6KForm 4
Aug 1, 2022Poilasne GregoryChief Executive OfficerSale5,000$3.41$17.1KForm 4
Jun 16, 2022Robson DavidChief Financial OfficerBuy10,250$5.54$56.8KForm 4
Jun 14, 2022Robson DavidChief Financial OfficerBuy125$5.46$682Form 4
Jun 13, 2022Robson DavidChief Financial OfficerBuy2,750$5.58$15.3KForm 4
Jun 13, 2022Poilasne GregoryChief Executive OfficerSale15,500$5.86$90.8KForm 4

All 27 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 10, 2026Raised $280,000 in a private offering of debt Form D: 1 investor so far Form D
  2. Aug 24, 2026Raised $14.7 million in a private offering of equity Form D: 1 investor so far Form D
  3. Jan 16, 2026Filed a private offering of equity Form D: $25 million offered in all Form D
  4. Dec 30, 2025Raised $6 million in a private offering of equity Form D: 4 investors so far Form D
  5. Dec 31, 2024Raised $250,000 in a private offering of securities Form D: 1 investor so far Form D
  6. Oct 31, 2024Raised $3.8 million in a private offering of securities Form D: 5 investors so far Form D
  7. Aug 27, 2024Raised $500,000 in a private offering of securities Form D: 2 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
SBI Securities Co., Ltd.8$30.0%New

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

9 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Aug 13, 2021Austin ScottRepublican, HouseSale$1,001 - $15,000+173.1%Report
Aug 10, 2021Austin ScottRepublican, HousePartial sale$1,001 - $15,000+174.3%Report
Jul 16, 2021Austin ScottRepublican, HouseBuy$1,001 - $15,000−178.9%Report
Jun 14, 2021Austin ScottRepublican, HouseSale$1,001 - $15,000+181.5%Report
May 25, 2021Austin ScottRepublican, HouseBuy$1,001 - $15,000−184.5%Report
May 4, 2021Austin ScottRepublican, HouseSale$1,001 - $15,000+185.7%Report
Apr 13, 2021Austin ScottRepublican, HouseBuy$1,001 - $15,000−186.9%Report
Apr 9, 2021Austin ScottRepublican, HouseBuy$1,001 - $15,000−187.6%Report
Jul 16, 2020Austin ScottRepublican, HouseBuy$1,001 - $15,000−240.6%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Nuvve Holding Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNuvve Holding Corp.2
  • CIK0001836875
  • Employer ID (EIN)86-16170006
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 312
  • Industry code (SIC)3690 Miscellaneous Electrical Machinery, Equipment & Supplies2
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance2
  • Business address2488 Historic Decatur Road, Suite 230, San Diego, CA 921062
  • Phone619-456-51612
  • Shares outstanding993,794 as of Aug 6, 20267
  • Public float$10.1M as of Jun 30, 20256
  • AuditorDeloitte & Touche LLP, San Diego, California PCAOB ID 34; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceDec 21, 20202
  • Filings494 in all: 8-K (144), 4 (106), 424B3 (22), CORRESP (22), 10-Q (17), UPLOAD (17), 3 (15), EFFECT (15)2
    All 40 form types

    424B5 (13), DEF 14A (11), DEFA14A (9), S-1 (9), PRE 14A (8), SC 13G (8), D (7), 4/A (6), SCHEDULE 13G (6), 10-K (5), SC 13G/A (5), S-1/A (4), SC 13D (4), SC 13D/A (4), 10-Q/A (3), 8-K/A (3), DEFR14A (3), POS AM (3), S-3 (3), S-4/A (3), S-8 (3), 10-K/A (2), 25-NSE (2), ARS (2), NT 10-Q (2), SCHEDULE 13G/A (2), 424B4 (1), 8-K12B (1), PRER14A (1), RW (1), S-3/A (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) May 29, 2026
    Latest 8-K (8-K) Oct 13, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareNVVEThe Nasdaq Stock Market

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Nuvve Holding Corp names in Item 1A of its 10-K filed Mar 31, 2026: 70 risks under these headings, as written.6

  • Unless the context otherwise requires, references in this section to “Nuvve,” “we”, “us” or “our” are to Nuvve Corporation and its subsidiaries for periods prior to the Business Combination and Nuvve Holding Corp. and its subsidiaries, including Nuvve Corporation, for periods after the Business Combination.
  • Risks Related to Our Business
  • Conducting a portion of our operations through joint ventures and other subsidiaries and entities in which we may not have 100% ownership interest exposes us to risks and uncertainties, many of which are outside of our control.
  • We are an early stage company with a history of net losses, and we expect losses to continue in the future. If we do not achieve and sustain profitability, our financial condition could suffer.
  • We expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, operating results and financial condition could be adversely affected.
  • We rely on charging station manufacturing and other partners, and a loss of any such partner or interruption in the partner’s production could have a material adverse effect on our business.
  • We currently face competition from a number of companies, and expect to face significant competition in the future as the market for EV charging develops.
  • Our future revenue growth will depend in significant part on our ability to increase sales of our products and services, especially to fleet operators.
  • A drop in the retail price of electricity derived from the utility grid or from alternative energy sources, or a change in utility pricing structures, may harm our business, financial condition and results of operations.
  • We participate in the energy markets, and pricing volatility in those markets could have a material adverse effect on our financial condition and results of operations.
  • The occurrence of delays in obtaining interconnection approval, or the imposition of interconnection limits or circuit-level caps by regulators, may significantly reduce our ability to provide grid services.
  • Pursuant to the agreement under which we acquired certain of our key patents, we may be required to make significant payments to one of our stockholders, which may reduce our cash flow and profits, and is subject to other risks.
The other 59 risks
  • We operate internationally, and expect to continue to expand our international operations, which will expose us to additional tax, compliance, market and other risks.
  • If we are unable to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel, our ability to compete could be harmed.
  • Our management have limited experience in operating a public company.
  • While we have not made material acquisitions to date, should we pursue acquisitions in the future, it would be subject to risks associated with acquisitions.
  • Risks Related to the EV Market
  • Technology improvements in the internal combustion engine and other technological developments may adversely affect the demand for electric vehicles and thereby limit the demand for V2G technology and services.
  • Increases in costs, disruption of supply or shortage of raw materials, particularly lithium-ion battery cells, could harm the ability of EV manufacturers to produce electric vehicles.
  • Changes to fuel economy standards may negatively impact the EV market and thus the demand for our products and services.
  • Our future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.
  • The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. The reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging stations, which would adversely affect our financial results.
  • The EV charging market is characterized by rapid technological change, which requires us to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of our products and it financial results.
  • Certain estimates of market opportunity and expectations of market growth included in this report on Form 10-K may prove to be inaccurate.
  • Risks Related to our Technology, Intellectual Property, and Infrastructure
  • Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties.
  • We may not be able to protect our intellectual property and proprietary rights throughout the world.
  • Our patent applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
  • Our failure to obtain the right to use necessary third-party intellectual property rights on reasonable terms, or our failure to maintain, and comply with the terms and conditions applicable to these rights, could harm our business and prospects.
  • Social, ethical, and legal issues relating to the use of new and evolving technologies, such as artificial intelligence and machine learning, in our offerings may result in reputational harm and liability.
  • Some of our products may contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business.
  • We may be subject to intellectual property infringement or misappropriation claims, which may be time-consuming and expensive or require us to modify or cease selling our products and services.
  • We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.
  • Intellectual property litigation or other legal proceedings relating to intellectual property could cause us to spend substantial resources and distract our personnel from their normal responsibilities.
  • Our technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage our reputation with current or prospective customers, and/or expose us to product liability and other claims that could materially and adversely affect our business.
  • Interruptions, delays in service or inability to increase capacity at third-party data center facilities could impair the use or functionality of our services, harm our business and subject us to liability.
  • We expect to incur research and development costs and devote significant resources to developing new products, which could significantly reduce our profitability and may never result in revenue to us.
  • Computer malware, viruses, ransomware, hacking, phishing attacks, and similar disruptions could result in security and privacy breaches and interruption in service, which could harm our business.
  • Our efforts to minimize the likelihood and impact of adverse cybersecurity incidents and to protect data and intellectual property may not be successful and our business could be negatively affected by cyber or other security threats or other disruptions.
  • Risks Related to Customers
  • Our business will depend on customers renewing their services contracts. If customers do not continue to use our service offerings or if they fail to add more stations, our business and operating results will be adversely affected.
  • If we fail to offer high-quality support to station owners and drivers, our business and reputation will suffer.
  • We rely on a limited number of customers for a large portion of our revenues, and the loss of one or more such customers could have a material adverse impact on our business, financial condition and results of operations.
  • Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our solutions.
  • We may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations.
  • Risks Related to Financial, Tax and Accounting Matters
  • Certain of our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
  • We may need to raise additional funds and these funds may not be available when needed.
  • We may allocate our cash and cash equivalents in ways that you and other stockholders may not approve.
  • Our quarterly operating results may fluctuate significantly.
  • Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability.
  • As a result of our expanding operations, including in jurisdictions in which the tax laws may not be favorable, our tax rate may fluctuate, tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or we may be subject to future changes in tax law, the impacts of which could adversely affect our after-tax profitability and financial results.
  • Our ability to utilize net operating loss and tax credit carryforwards is conditioned upon us attaining profitability and generating taxable income. We have incurred significant net losses since inception and it is possible that we may continue to incur significant losses. Additionally, our ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited.
  • Our reported financial results may be negatively impacted by changes in U.S. GAAP.
  • We have incurred significant increased expenses and administrative burdens as a public company, which have had an adverse effect on our business, financial condition and results of operations.
  • Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect on our business.
  • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and its financial condition and results of operations.
  • Risks Related to Legal Matters and Regulations
  • Electric utility statutes and regulations and changes to such statutes or regulations may present technical, regulatory and economic barriers to our ability to offer grid services.
  • Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect our business.
  • Global trade issues and changes in and uncertainties with respect to trade policies, trade sanctions or restrictions, tariffs and international trade disputes, could substantially harm our business and operating results.
  • As a public company we are subject to significant accounting, legal and regulatory requirements; our failure to comply with these requirements may adversely affect our operating results and financial condition.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our financial condition and results of operations could be adversely affected.
  • Failure to comply with anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (“FCPA”) and similar laws associated with activities outside of the United States, could subject us to penalties and other adverse consequences.
  • Failure to comply with laws relating to employment could subject us to penalties and other adverse consequences.
  • Existing and future environmental, health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact our financial results or results of operation.
  • Risks Related to the Ownership of Our Securities
  • If we are unable to maintain compliance with the Nasdaq Stock Market’s listing requirements, our common stock may be delisted from the Nasdaq Capital Market, which could have a material adverse effect on our financial condition and could make it more difficult for holders of our common stock to sell their shares.
  • Sales of a substantial number of our securities in the public market could cause the price of our securities to fall.
  • Future sales of our securities may affect the market price of our common stock and result in material dilution, including the anti-dilution protection in the convertible preferred stock, notes and warrants issued during the year ended December 31, 2025. The issuance of shares of our common stock or other securities in the future will dilute your percentage ownership interest and may also result in downward pressure on the price of our common stock.
  • Our amended and restated certificate of incorporation grant our board the power to issue additional shares of common and preferred stock and to designate series of preferred stock, all without stockholder approval.
  • We have never paid cash dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.
  • There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire worthless.
  • The trading price of our securities is likely to be volatile, and you may not be able to sell our securities at or above the price you paid.
  • If securities or industry analysts issue an adverse opinion regarding our common stock or do not publish research or reports about us, the price and trading volume of our securities could decline.
  • Anti-takeover provisions contained in our amended and restated certificate of incorporation and bylaws, and in applicable law, could impair a takeover attempt.
  • Our amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Legal proceedings

From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. For example, on July 20, 2021, we issued a purchase order (“PO”) to our supplier, Rhombus Energy Solutions, Inc. (“Rhombus”), for a quantity of DC Chargers and dispensers for EVs (“DC Chargers”), for a total price of $13.2 million. As previously disclosed, a dispute (the "Dispute") arose as to the PO, and an arbitration proceeding was initiated.

On February 2, 2024 (the “Settlement Date”), we and Rhombus entered into a settlement and release agreement (the “Settlement Agreement”) pursuant to which, among other things, we agreed to pay Rhombus approximately $0.46 million for certain initial DC Chargers within 15 days from the Settlement Date. We further agreed to pay Rhombus an aggregate of $2.4 million for certain DC Chargers upon shipment with payments correlating to the amounts shipped due prior to shipment, a minimum of 50% of which shall be paid within 12 months after the Settlement date, with the remaining balance, if any, to be paid within 24 months after the Settlement Date. The Settlement Agreement further provides for the dismissal of the legal action as to us and Rhombus. We and Rhombus agreed to release one another from any and all claims relating to the Dispute.

The opening of Item 3, Legal Proceedings.6

Sources

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