Good morning and welcome to the Nuvve Holding Corp.'s first-quarter of fiscal year 2021 financial results conference call. Please note this event is being recorded. I would now like to turn the conference over to Joe Dorame, Managing Partner.

Thanks, Betsy. Good morning and thanks for joining us today. On the call are Gregory Poilasne, Chief Executive Officer; Ted Smith, Chief Operating Officer; and David Robson, Chief Financial Officer of Nuvve. This morning Nuvve issued two press releases; one regarding its first-quarter 2021 financial results and another one regarding a transaction with Stonepeak Infrastructure Partners. The Company also posted slides to accompany today's call on the Investor Relations page of its website. Following prepared remarks we will open the call for questions. Before we begin I would like to remind you this call may contain forward-looking statements. While these forward-looking statements reflect Nuvve's best current judgment, they are subject to risks and uncertainties that could cause actual results to differ materially from those implied by these forward-looking projections. These risk factors are discussed in periodic SEC filings and in the earnings release issued today, which are available on our website. Nuvve undertakes no obligation to revise or update any forward-looking statements to reflect future events or circumstances. With that I would like to turn the call over to Gregory Poilasne, Chief Executive Officer of Nuvve. Gregory?

Thank you, Joe, and good morning, everyone. I'm excited to kick off Nuvve's first earnings call as a public company today following the completion of our transaction with Newborn Acquisition Corp. It's been an exciting few months and, as we begin our journey as a public company, we've been hard at work continuing to build on all that the team has accomplished since Nuvve's founding in 2010. This is highlighted by the agreement to form a joint venture with Stonepeak Infrastructure Partners we announced today alongside our financial results. Ted, David and I are looking forward to walking you through this joint venture as well as other recent developments, our results and outlook for the remainder of the year. To start, some of you have had the opportunity to hear the background of our business and our clear go-forward strategy. But we recognize that others are likely new to the story. So, I want to take a few minutes to walk through our technology and how we are focused on driving value for our customers and, ultimately, our shareholders. At Nuvve we are capitalizing on the transformational megatrend with a differentiated and proprietary mobility technology, an experienced team and a compelling turnkey offering. The transition to electric mobility is among the largest macroeconomic shifts in our lifetime and presents opportunities to accelerate solutions to climate change. Our mission is to lower the cost of electric vehicle ownership whilst supporting the integration of renewable energy for scalable and sustainable green society. Road vehicles account for 23% of US GHG emissions. In fact, the transportation sector emits more harmful pollutants than any other sector, and road vehicles are more than 80% of transportation emissions. The transportation world is rapidly electrifying, which is key to solving the climate challenges we face. However, according to the DoE, transportation electrification is forecasted to result in a 40% increase in total US electricity demand by 2050 on a grid that is often already strained. This increase would result in a $2 trillion investment in necessary grid upgrades to keep the lights on. But there is a tremendous hidden opportunity in our increasingly electric transportation. Today, vehicles on average are parked, an unused opportunity 96% of the time. And if we could harness the battery load of the vehicles expected to be on the road globally in 2040, we could power 163 million households. This is equivalent to covering all of the homes in the US for 1.2 years. At Nuvve, we take advantage of this hidden opportunity. We turn electric vehicles into power plants. So, how do we do this? Our vehicle-to-grid (V2G) technology internally utilizes vehicle batteries to not only pull power from the grid for charging but also store energy, including renewables. And then safely discharges part of that energy back to the grid when it is needed most. V2G technology enables a vehicle to make money or save on your electric bill when it's not in use. We do this while ensuring electric vehicles are always ready to perform for driving needs. Nuvve's system controls everything seamlessly behind-the-scenes; nothing extraordinary from the EV owner's point of view. Simply plug your electric vehicle in, set an option, and you remain in control of the vehicle's charge. According to your needs, the platform will determine which grid services are most appropriate. Our technology enables the aggregation of multiple electric vehicle batteries in multiple locations through EV charging stations into a virtual power plant (VPP). Our platform has the capability to sell the aggregated energy back to the market and earn revenue that can be shared with our customers. This lowers the total cost of ownership of EVs and helps customers save money on vehicles through intelligent set charging during non-peak hours when the electricity rates are low. An example of how our technology is working today is our operations in Frederiksberg, Denmark with our longest standing customer there. This customer originally acquired 10 V2G capable Nissan eNV200 vans. Each of these vehicles, outfitted with a rather small battery of 24 kWh and connected to a 10 kW charging station, has been generating $2,000 of grid service revenue per vehicle per year since they started using the aggregation platform of Nuvve called GIVe nearly five years ago. This is about a 25% total cost of ownership reduction over the life of the vehicle. Nuvve's technology is backed by 25 years of research and development led by Professor Willett Kempton at the University of Delaware and my partner in starting Nuvve. With more than 350 deployments on five continents and over 11 years of market occupation in PDM, our patented technology is ready today for large-scale deployment to lower the cost of electric vehicles and to help solve the climate challenge. There are major benefits of Nuvve's V2G technology. These include the acceleration of EV penetration by monetizing an increased level of utilization, the improvement of grid resiliency, and the acceleration of renewable penetration. The market opportunity for V2G is vast, totaling over $6 trillion. We have identified the fleet market as our mutual area of focus because of ease of salability. School buses, in particular, are a key area of focus. Why school buses? They are by far the largest mass transit fleet here in the US and are considered the ideal application of V2G technology given their consistent and traceable routes and the fact that they sit idle for most of the day and during the summer, which are times when utilities need power the most. Discharging power from aggregated electric buses into the grid at these times of high demand takes stress off electric distribution equipment and increases grid resiliency. In addition, 95% of these buses are diesel today, which represents a tremendous opportunity for electrification while positively impacting the health of students, drivers, and the planet. If we can electrify all of the school buses in the US, it would be equivalent to planting 108 million acres of trees. The benefit would also be equivalent to electrifying 1.6 million passenger vehicles. Recently, school bus electrification has been gaining momentum and has extremely strong support from the current administration. However, obstacles remain to electrifying school buses. Today, the upfront cost of an electric school bus is often cost prohibitive for a school district. Additionally, managing electric school buses requires specialized expertise across technology, power markets, policy, and finance. Each school district has unique needs and concerns, and we have always believed that in order to supercharge the adoption of electric vehicles we would need a 100% certainty infrastructure financing solution. As a result, we are excited to announce an agreement to form Levo, a joint venture with Stonepeak. The plan is to deliver a transportation service solution for the electrification of fleets with an initial focus on school buses. Stonepeak is a leading infrastructure investor with $32 billion of assets under management and significant experience investing in transportation and energy. Stonepeak's plan is to deploy up to $750 million through the JV to fund Levo's assets and infrastructure. David will provide specific details regarding the joint venture structure, but let me say how excited we are to announce this important step forward in our strategy with the support of Stonepeak. Upon closing, the joint venture will provide us with the ability to continue enhancing our core business, expanding our valuable partnerships and providing our V2G technologies to more and more customers. Levo will bring together our proprietary V2G technology, electric vehicles, associated charging and grid infrastructure, maintenance services, seamless customer experience, and a financing solution to create a customized offering for electrified fleets. While the initial focus of Levo will be on school bus fleets, we see vast opportunities in other fleet verticals such as commercial fleets, last mile delivery, ride hailing, ride sharing, and municipal services. We also intend to work with our OEM partners across the value chain to deliver this solution and meet the needs of customers of all sizes. Nuvve will continue to work with our global industry partners including developers, fleet owners, and operators to enable widespread adoption of V2G technology and complement Levo's offering. Upon closing, we believe our partnership with Stonepeak will position Nuvve with a differentiated infrastructure funding solution and a well-regarded partner that brings much more than just capital to the table. We believe the Levo partnership will deliver strong value creation for our shareholders while expanding the reach of our technology. Bringing us back to Nuvve's mission, we are excited about the acceleration of electric vehicle deployment that our revolutionary technology enables, creating a greener and more equitable planet and helping to address the climate challenge. Before I turn the call over to Ted, I want to highlight a few key hires that recently were added to the team. We recently appointed Tim Hennessey as our Chief Revenue Officer, and Jesse Bryson as Vice President of Utility Recruitment and Joint Development. Tim will lead revenue opportunities and drive strategies to deploy our V2G solution across key markets, and Jesse will help lead the effort around our V2G and TaaS offering. For the last 15 years, Tim has been at the helm of energy storage, having developed the energy storage extension for the California Self-Generation Incentive Program in 2008. Jesse formerly served as SVP of Global Market Development for Advanced Microgrid Solutions, an AI software company in the renewable and energy storage space. Additionally, we appointed Steve Moran as our Chief Legal Officer who brings decades of public company General Counsel experience in telematics, IOC and mobility segments focusing on patents and intellectual property protection. We are excited to welcome all these three leaders bringing valuable industry experience and relationships that will enhance our business. We continue to be excited about the future of Nuvve and with that, I will turn the call over to Ted.

Thanks, Gregory. I want to highlight the valuable partnerships we've built and some of the exciting work that's been accomplished since we completed the business combination with Newborn. We recently announced the first deployment of a series of V2G school buses with our partners Uber, Cummins, and Rhombus. In March, school bus industry leader Blue Bird delivered its first operational V2G capable school bus utilizing technology from Nuvve. With our partners at Blue Bird, we are on a mission to make the electrification of school buses more affordable and efficient, and Nuvve's V2G technology positions us to do that. We also recently announced a project with Con Edison in White Plains, New York in which we use e-buses from Lion Electric to provide power to Con Edison's grid. The goal of this project is to explore the technological and economic potential of using e-buses on a wider scale to improve air quality and grid reliability. There are approximately 1,000 school buses operating in Westchester and 8,000 in New York City that could make a significant difference to the environment if converted to electric V2G capability. We are building alliances with both utilities and school bus manufacturers to enable a national rollout of V2G-enabled school buses, which we believe will eventually replace diesel buses at competitive prices, helping to achieve the objectives of President Biden's infrastructure plan. We're also working in the shuttle, delivery truck, transit bus, and refuse truck segments where the business case for V2G remains very compelling as battery and infrastructure costs go down. Heavy-duty and light-duty fleets are very much at the forefront of our deployments right now, and therefore we are working with a variety of leading OEMs. In short, we have a pipeline that we are building aggressively with significant opportunity ahead. As you can see, we have a lot of exciting partnerships and momentum underway that we believe will drive significant value for our Company, our shareholders, and other stakeholders. We'll look forward to continuing to update you on these developments. And now I'll turn the call over to David.

Thanks, Ted. Before I go over the financial results for the quarter, I wanted to briefly comment on the disclosure we made in our press release this morning regarding the filing of our 10-Q for the quarter ended March 31, 2021. As a result of the recent guidance provided by the SEC on April 12, 2021 for SPAC-related companies regarding the accounting and reporting of warrants, we intend to file an extension with the SEC to file our 10-Q. We require this extension in order to complete our analysis related to the accounting and reporting policies raised by the SEC. However, we do not expect the Company's financial position or our first-quarter results or the financial information disclosed in today's press release to change as a result of this analysis. This analysis includes evaluating whether some of the warrants issued in Newborn's initial public offering and the PIPE warrants that were issued in the PIPE offering should have been reclassified as liabilities from equity in the previously issued financial statements of Newborn. The results of our analysis may require Newborn's historical financial statements for the year ended December 31, 2020 to be restated such that some, if not all, of the warrants will be accounted for as liabilities and marked to market each reporting date. Because this analysis is ongoing, the filing of our Form 10-Q for the quarter ended March 31, 2021 will be delayed until a final conclusion is reached. With that, let me now provide an overview of our results for the quarter and our current financial position following the completion of the transaction with Newborn. In the first quarter of 2021, we generated total revenues of $0.8 million compared to $0.9 million for the first quarter 2020, a decrease of $0.1 million or 15%. The decrease is attributed to a $0.1 million decrease in grant revenue. We believe such grant-funded project revenues will be a smaller part of our revenues in the future as we focus more of our efforts on commercial customers. Cost of product and service revenues primarily consisted of the cost of charging station goods and related services costs. Cost of product and service revenue increased by $0.1 million or 468%, primarily due to the sales of charging stations in the US. SG&A expenses were $4.5 million for the quarter as compared to $0.8 million for the first quarter last year, which is an increase of $3.7 million. The increase was primarily attributable to an increase in compensation expenses including deferred compensation and professional fees which were associated with the completion of the business combination. R&D expenses increased by $0.7 million from $0.5 million for the first quarter of 2020 to $1.3 million for the first quarter of the current year. The increase was primarily due to an increase in compensation expenses and subcontractor expenses used to advance our platform's functionality and integration with more vehicles. Net loss for the quarter was $5.4 million compared to $0.5 million for the first quarter last year. Now turning to our balance sheet, we had approximately $62 million in cash on our balance sheet as of March 31, 2021, and remain in a strong position with the funding from the transaction and our PIPE investment. We used $2.6 million in operating cash flows during the quarter. Inventory increased by $1.9 million from $1.1 million at the end of the fourth quarter 2020 to $2.9 million at the end of the first quarter of the current year. We increased our inventory position in anticipation of increased charging station installations in the future. Prepaid expenses increased by $1.5 million from $0.4 million at the end of the fourth quarter of 2020 to $1.9 million at the end of the first quarter of the current year. The increase in prepaid expenses was primarily associated with our D&O insurance program. Accounts payable and accrued expenses increased by $5.6 million from $3.5 million at the end of the fourth quarter of 2020 to $9.2 million at the end of the first quarter of the current year. The increase was driven by higher accrued expenses associated with the completion of our business combination, higher inventory levels, and amounts due for our D&O insurance. Finally, at March 31, 2021, we had a stock liability of $2 million, which is associated with EDF Renewables exercising its option to sell $2 million worth of shares of Nuvve common stock back to the Company at a price per share of approximately $14.88. The price per share paid was based upon the average closing price over the five preceding days of trading after EDF exercised the option. The share repurchase was completed on April 23, 2021. Before turning to our outlook, I'll briefly review the key terms of the announced agreement to form Levo, a joint venture with Stonepeak. As Gregory mentioned, upon closing, Stonepeak will provide a commitment of up to $750 million to fund Levo's assets and infrastructure with an upsize option of another $250 million. Upon formation, Nuvve will own 51% of the common stock and Levo, and Stonepeak will own 49%. Stonepeak will also own 100% of Levo's Class B preferred shares and receive a preferred distribution of 8% per year, as well as up to $6 million in warrants. Vesting of certain warrants is conditioned upon Levo deploying varied aggregate amounts of capital over time as detailed in the 8-K filed today. Stonepeak also has the option to purchase up to 5 million shares of Nuvve's common stock at a strike price of $50 per share. Now turning to our outlook, as many of you are aware, we've provided revenue, cost of goods sold, and operating profit and loss projections as part of our SPAC process. As we outlined today, we have a lot of work underway and plans we're putting in place to grow our business and drive revenues, including our TaaS offering and joint venture with Stonepeak which provides opportunities for us to achieve our topline targets. While many of these projects are still in the early phases, we are seeing strong interest from large customers, many of which we already have partnerships with. We believe we have multiple paths forward to drive significant revenue growth. With respect to gross margins, for the current customers we have under contract and the terms of customer contracts we are currently negotiating, our gross margins are ranging between 20% to 25% on average for the sale of charging stations. Regarding operating expenses, we expect SG&A and R&D expenses, which totaled $5.8 million in the first quarter, to increase as we bring on additional headcount to support our sales, technology, and business development efforts. We currently expect quarterly expenses, excluding the cost of product and service revenues, to range between $6 million to $7 million per quarter for the next several quarters, depending on the timing of new headcount we are planning to onboard. The operating expense forecasts I just discussed do not include any one-time expenses nor ongoing costs associated with the completion and the rollout of our new joint venture, Levo, which will be a separate entity that will be consolidated by Nuvve in accordance with our 51% ownership of the common stock. We will discuss the accounting treatment for Levo in more detail upon completion of the transaction. In closing, we have a solid cash position with $62 million in cash on our balance sheet at the end of the quarter. Given our expected future operating expenses, and the significant progress we're making to grow our business and generate additional revenues, we believe we'll continue to have a long runway to pursue growth opportunities. And with that, I'll turn the call back to Gregory.

Thanks, David. In summary, there are three major points about Nuvve's position and future growth prospects we want you to take away from today's call. First, we have a leading and differentiated technology that meets a pressing need to lower the cost of EV ownership that is growing rapidly. Second, we already have customers in place and partner relationships that position Nuvve well to drive revenue. And third, our Stonepeak joint venture presents a compelling future opportunity to gain customers and achieve a new revenue stream. All of us at Nuvve are excited about what is ahead. And we appreciate you taking the time this morning to join us. With that, I will now turn it back to the operator to begin the question and answer session.

Operator Instructions. The first question comes from Eric Stine with Craig-Hallum. Please go ahead.

So, obviously, over the last 6 to 12 months, there's certainly been a pickup of vehicle-to-grid activity and companies talking about how they play in this space, but also it's certainly not all created equally. So, maybe just talk about your technology, how it differs from a lot of what is out there or what is talked about. And then maybe just broadly, if there's a way to talk about your level of involvement with a number of these projects out there relative to some of the other companies that are talking about it.

This is a good question. I think the way I'd like to answer that is I would decompose the V2G implementation in two aspects. One is the infrastructure and communication. So, that relates to having a bi-directional capability where either the charging station or the onboard charger inside the vehicle has the ability not just to get energy from the grid but pushing back the DC that is inside the battery into AC back to the grid. I don't want to get too technical, but that's one step. The other step is also all the information that you would like to know that is necessary in order to make the appropriate decisions. That is the infrastructure and communication piece. On top of that, you also need to have a platform, a cloud platform that gets all this information and makes decisions in terms of how to dispatch certain needs from the grid onto the vehicle. Our IP, which includes the work conducted at the University of Delaware, covers these two aspects. There is a lot of focus on the first part, the bi-directional piece and the communication. Very often, when people talk about V2G, that is what they focus on. However, in terms of having a platform that can be considered a virtual power plant across a variety of energy markets, to our knowledge, we are the only one that can do that across multiple continents and energy markets.

Got it, very helpful on that. And maybe your capabilities, I guess that speaks to why you signed or plan to form this joint venture with Stonepeak on that. I mean, any pipeline details you can share there? Or do you have specific opportunities that are targeted for that initial $750 million, which I know can be upsized? Or just any details there would be helpful.

We are very excited to work with the Stonepeak team. Over the last few months we've been building a great relationship altogether, and we see tremendous opportunity there. Obviously, I know Stonepeak has done some very deep due diligence and we've been validating all that we've shared so far. Now the opportunities are definitely arising. We're not in a position at this point to share a lot more detail about these opportunities, but in the very near future, we'll be able to start sharing some of those. I think this will be very exciting.

I would just add to that, we only just announced this agreement today, but it's been part of our long-term objective of securing long-term capital funding. There is a need for that in this space, and we've discussed it. So, this is the first step announcing this partnership with Stonepeak and providing the capital to put forth our strategy.

Yep, got it. And maybe last one from me, just kind of sticking with that topic. I mean, third-party financing options, you're starting to see it. Maybe just talk about what you're seeing outside of your plans. And then just how receptive school districts are to that. Because I would think there's some level of needing to educate school districts that that is a potential solution going forward.

I think a couple of points to emphasize here: it's very important to be flexible because school districts work in many different ways. It’s important to be able to adjust to that. We have partnerships we are working on today, developers, and other owner/operators. And as Nuvve, we are very excited about these opportunities. The goal of electrifying 20% of the school buses set by the administration represents about $20 billion needed over the next four years. So, there are many opportunities, and we see this as a complementary solution to work that is already underway today.

The next question comes from Craig Erwin with ROTH Capital Partners. Please go ahead.

So, Gregory, I know the revenue progression is going to be lumpy, given the nature of your business and the size of the individual projects. But there's a little bit of controversy out there as far as the outlook for revenue this year. A lot of people have been asking what's realistic for an outlook. I understand the earn-out in your filings is 4 million shares based on a $30 million revenue number in your 2021 10-K. Can you confirm that for us? And then what gives you confidence that that is a reasonable target?

Your analysis is definitely an important piece and we are working hard to make sure we'll be able to achieve it. We see multiple paths to get there. As you said, those paths tend to be very lumpy. We want to be accurate in our forecasts. David can give a little more insight into this.

As Gregory said, we are seeing strong interest from large customers, many of which we already have partnerships with. We think there are multiple paths to drive revenue growth. The operating environment is challenging, and revenues can be lumpy. We aim to provide updates on our partnerships that will drive the business forward.

Understood, understood. If I could ask a question specifically about Levo and Stonepeak. So, if we look at the front-end revenue for Nuvve, and sort of use the breakdown versus the cost of the electric school buses and other components in the system. It looks like total investment of the $750 million in capacity identified in your release could translate into something in the range of $125 million of revenue if fully invested in school buses. Is that ballpark? Will this first capacity largely be invested in school buses, or will we potentially see other services like taxis and commercial vehicles included?

The calculation you did here is a good estimate. That becomes a recurring revenue model over the life of the vehicle. In the case of a school bus, about 12 years is a good assumption. The school bus is a great entry point for what we are doing, and we see tons of opportunity in that space. However, many other fleets also present a lot of interest to us. We want to support the electrification of transportation across the board.

Great. And then last question if I may. Seasonality it seems tends to be a very big factor for infrastructure in the school bus market. Do you expect similar seasonality to play for Nuvve where really July and August most of the deliveries and installations are made, and then you see sort of incremental deliveries at points throughout the rest of the year? Or is it possible that we see large installations done outside of that typical window?

I don't think we're going to change the seasonality associated with the acquisition of school buses. The electric school bus might have a more flat distribution on the year, but seasonality will remain. That's when you transition to new assets, and there's a larger window to do that. Seasonality in terms of new asset rollouts will probably still be present.

Thank you. Congratulations on a very successful public process.

Thank you.

This concludes our question-and-answer session. I would like to turn the conference back over to Gregory Poilasne for any closing remarks.

Thank you very much. We appreciate you coming and listening to us. I think we are very excited about this opportunity with Stonepeak. This is probably, at this point, the largest commitment in terms of size to support the electrification of fleets. We see many opportunities and we want to engage with as many partners as possible in supporting the deployment of electric fleets and addressing the climate challenge. Thank you for listening to us this morning. We are very excited and we're looking forward to our next call in Q2.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.