Good afternoon, and welcome to Nuvve Holding Corporation's Second Quarter 2021 Earnings Conference Call. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. As a reminder, this conference is being recorded. It is now my pleasure to introduce Joe Dorame. Please go ahead.

Thank you, Gary. Good afternoon, and thank you for joining us today. On the call are Gregory Poilasne, Chief Executive Officer; and David Robson, Chief Financial Officer of Nuvve. Before we begin, I’d like to remind you that 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 our 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'd like to turn the call over to Gregory Poilasne, Chief Executive Officer of Nuvve. Gregory?

Thank you, Joe. Good afternoon, everyone. Thanks for joining us today to discuss our results for the second quarter. We have a lot of exciting work and partnerships underway and are making significant progress executing on our mission to accelerate the electrification of transportation through our proprietary vehicle-to-grid (V2G) technology. We are advancing the implementation of our technology through key partnerships and customers around the world. While adoption will take time, our pipeline is robust and our future is bright. We are delivering on what we said we would do to build our momentum. Our team is hard at work, capitalizing on the resources and opportunities we have. David and I are looking forward to walking you through our second quarter results, recent developments and outlook for the remainder of the year. Before we dive into the key developments of the second quarter, I’d like to welcome investors who may be new to Nuvve and provide a brief overview of the differentiated technology we have and how it's helping us achieve our mission. Our mission is to lower the cost of electric vehicle ownership while supporting the integration of renewable energy for a scalable and sustainable green society. Our grid is Nuvve's vehicle platform, GIVe, which refuels the next generation of electric fleets. Our proprietary V2G technology allows electric vehicle batteries to store and discharge energy when parked, including that from renewable sources such as solar and wind. It enables the linking of multiple electric vehicle batteries through EV charging stations into a virtual power plant (VPP), providing bi-directional services to the electric grid in a qualified and secure manner. The transition to electric mobility is among the largest microeconomic shifts in our lifetime, with tremendous opportunity to accelerate solutions to climate change. And we sit at the center of the V2G ecosystem, bringing together utilities, OEMs, hydro providers and fleet operators to streamline the adoption and to help integrate renewable energy; in essence, we are bridging the gap between transportation and energy. Since our founding in 2010, we have been successful with V2G projects on five continents and are deploying commercial services worldwide by developing partnerships with utilities, automakers, and electric vehicle fleets. There is a huge market opportunity for V2G, totaling over $6 trillion, and Nuvve is well-positioned to capture this global opportunity. This is for a variety of reasons. First, our intellectual property includes key patents, making it difficult for competitors to engage in V2G functions without infringing on our IP. Our technology originated with an academic team at the University of Delaware, starting in 1996, and not only do we have decades of development but tens of millions of dollars in project funding invested prior to our acquisition of the IP and commercialization of that technology. Second, we are already qualified by multiple transmission system operators, which typically take anywhere from one to three years to get approval. With this qualification, it makes it easier for us to expand in other areas. Third, we have over a decade of experience. Our history and strong relationships with key customers optimize our market participation and value proposition. Fourth, we have collected a huge amount of data, which is a key element for rapid and accurate developments, as well as monetization. Because of these factors, Nuvve has a significant competitive advantage, which is a key differentiator for us. Furthermore, our global experience allows us to bring the lessons we have learned into each new region, which in turn enables us to bring the unique experience and incredible benefits of our V2G technology to customers at a faster rate. On our first quarter earnings call, we set out some of our key initiatives and partnerships. And I'm proud to say we are continuing to make tremendous progress on all fronts, creating value for our customers and our shareholders in the near and long-term. Some of our recent highlights include the following: On August 4, we completed the formation of our sustainable joint venture, Levo Mobility, that we announced last quarter with Stonepeak Partners and Stonepeak portfolio company Evolve Transition Infrastructure. We are very excited about the opportunity that Levo will create for Nuvve going forward. As part of the joint venture, Stonepeak and Levo plan to deploy from $750 million up to an aggregate of $1 billion capital commitment to Levo. Levo’s mission is to rapidly advance the electrification of transportation by funding V2G-enabled electric vehicle fleet deployments. Levo's turnkey solution simplifies and streamlines electrification, lowers the total cost of EV operation for fleet owners, and supports the grid when the electric vehicles are not in use. For a fixed monthly payment with no upfront cost, Levo will provide the EVs, such as electric school buses, charging infrastructure powered by Nuvve's V2G platform, EV and charging station maintenance, energy management, and technical advice. We have previously communicated in the U.S., we've been very focused on electric school buses, which we believe provide an opportunity to solidify our lead in V2G while reducing carbon emissions. Electrifying school buses also remains a top priority for the Biden administration, within the proposed $1.2 trillion Bipartisan Infrastructure Framework to $2.5 billion plan to replace thousands of internal combustion engines with zero-emission electric vehicles. This represents only a fraction of the funding needed to electrify all school buses and transit buses across the country. Levo’s expertise, business model and ability to provide fully financed EV fleet options for school districts and other fleet owners aim to bridge the gap between the need to electrify the nation's transportation fleet and the public funding available to do so. While the initial focus of Levo is school bus fleets, we see vast opportunity in other feed verticals such as commercial fleets, last-mile delivery, ride hailing and ride sharing, as well as municipal services. Nuvve will continue to work with our global industry partners, including developers, fleet owners and operators to enable widespread adoption of V2G technology that complements Nuvve's offering. In short, finalizing the JV is a critical growth path forward, not only to do right by our customers but also to expand the reach of our technology. This is just the beginning of our differentiated approach that can be scaled and replicated to drive future revenue. One key differentiator about Nuvve is that we work with those across the value chain from dealerships to school districts to build relationships. That also translates to the customer experience, where we are focused on simplifying the whole process for these dealerships and school districts supporting end-to-end needs. In the near-term, we are focused on targeting a handful of states that offer the highest potential return, and where we see the fastest path to commercialization. Over the long term, we believe that there is an opportunity to achieve significant annual revenue based on the $750 million commitment from Stonepeak over the life of the electric bus, which is on average 12 years. I'd like to turn now to the great partnership we have with school bus industry leader Blue Bird. As we discussed in our call last quarter, they delivered the first operational V2G-capable school bus utilizing our charging technology. And yesterday, we announced an MOU that extends our partnership covering three key aspects. First, the financing of Blue Bird school buses and related infrastructure to Levo Mobility. Second, the deployment of charging stations at key dealerships to demonstrate the solution to local school districts. Finally, the deployment of a large number of charging stations in the parking lot outside the Blue Bird production site to demonstrate the stability of the solution. These are examples of our differentiated technology and important partnerships that will lead OEMs to continue to drive the extended implementation of our products across the U.S. During this quarter, we also announced a few other deployments in California as well as other states, including Ramona School District and Cajon Valley School Districts. These deployments that include our DCC kilowatt solution are expanding the initial deployment made in the previous quarter. Some of these deployments are in partnership with key utilities such as undisclosed parties, as well as a few others not yet announced. The purpose of such deployments goes from simple demonstration of the technology to full-scale deployments, including financing supported by utilities in combination with Levo Mobility. We have also been qualified and approved by Sourcewell, which allows us to reach a significant number of municipalities and school districts. During the second quarter, we also announced the collaboration with Romeo Power, a publicly traded energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications. Through this collaboration, we will integrate our communication protocols between Nuvve's B2C platform and Romeo Power's battery management system. This collaboration is a great example of how we are continuing to build an ecosystem of solution providers to electrify commercial vehicle fleets. We need innovation across the transportation and energy industries to create a zero-carbon world and this is another step forward in that direction. It demonstrates the reach of our technology from battery integration to full financing with Levo Mobility. Turning next to an update on our business in Europe, in Denmark through a subsidiary called Nuvve Denmark ApS. We continue to see the value and economic viability of V2G technology, which has been successfully demonstrated and deployed in areas with favorable market conditions. We also announced during the quarter that we're working through a partnership with V2 markets, who are from a new area like Spain, that the promises of V2G can be fully realized. As we continue our growth efforts in the region, we are pleased to have appointed a new leader in Europe, Christian Blom. Christian has impressive leadership experience across large domestic and international corporations, as well as products. Most recently, Christian served as CEO and COO of Kyoto Group, where he helped develop an innovative renewable energy technology offering and significantly grew the business. We look forward to benefiting from his industry experience, along with his broad range of skillsets, which he has honed through his 20-plus year career including driving operational efficiency, managing supply chain operations and successfully developing and bringing innovative products to market. As you can see, we have a lot of exciting momentum underway which demonstrates the critical role that we play with societies, governments, and companies across the globe. As we continue to build our progress, we are seeing strong demand for our technology from customers. We have a strong backlog, and David will provide color around how this will translate to revenue over time, including through the Levo JV. In addition, our pipeline is growing at an even faster rate than our backlog. We have a large number of customer contracts in progress through the second quarter. We believe our strong backlog and robust pipeline are good indicators of the success we are achieving, the growing customer demand and partnerships, and strong future revenue. Looking ahead, we believe we are well positioned to continue building on our ten years of experience in this complex market and continue to build relationships with key stakeholders including OEMs, other business partners, and customers, which are vital for our efforts to accelerate the implementation of our technology. And now, I will turn the call over to David.

Thanks, Gregory. I'll start with an overview of our results for the quarter and our current financial position before getting into our outlook for the remainder of 2021. As a reminder, we completed the Levo Joint Venture on August 4th, and therefore the results of the second quarter and backlog as of June 30th are not reflective of the potential it presents. In the second quarter of 2021, we generated total revenues of $1 million compared to $0.5 million for the second quarter of 2020, an increase of 112%. We saw an acceleration of deployment and installation of our Level 2 and DC charging stations over the prior year and over the first quarter of 2021. As a note, we expect grant revenues to be a smaller portion of our future revenues as we deploy more hardware and grid services to commercial customers. Margin on products and service revenues was 53% for the second quarter, compared to 59% for the sequential first quarter. The change in Q2 compared with Q1 is a result of DC charger sales making up a larger share of the revenues and carrying a lower overall gross margin rate. SG&A expenses were $5.3 million for the second quarter of 2021, compared to $0.9 million in the year-ago second quarter. The increase was primarily attributable to an increase in compensation expenses, professional fees, and other expenses associated with becoming a public company. Second quarter R&D expenses were $1.7 million, from $0.7 million in the year-ago period. The increase was primarily attributable to an increase in compensation expenses and subcontractor expenses used to advance the company's platform functionality and integration with more vehicles. Net loss for the second quarter of 2021 was $6.2 million, compared to $1.1 million in the second quarter of 2020. Now turning to our balance sheet, we had approximately $48.1 million in cash as of June 30, 2021, and remain in a strong position with the funding from the transaction and our PIPE investment. Inventory increased to $4.2 million at the end of the second quarter from $2.9 million for the sequential first quarter in conjunction with higher quarter backlog and industry-wide supply chain constraints, which have increased inventory lead times. During the quarter, we capitalized $43.8 million in deferred financing costs associated with the valuation of $6 million warrants and $5 million options granted to Stonepeak partners in conjunction with the Levo transaction. During the quarter, we used $10.5 million in operating cash flows, of which $5.3 million resulted from our net loss during the quarter, excluding non-cash charges, and $5.5 million was used to increase inventories and for the payment of payables and accrued expenses related to our IPO. We used $3 million in cash for financing activities during the quarter, of which $2 million was for the purchase of stock from EDF associated with the IPO, and $1 million was used for capitalized professional fees principally associated with the Levo transaction. And as Gregory mentioned, this quarter we are introducing one new metric, backlog, which we will be disclosing going forward. Backlog represents closed contracts that have not yet been installed and represent future revenues that have not yet been recognized. As of June 30, 2021, we had an order backlog of $6.4 million compared to $1.8 million at the end of the first quarter, which is comprised of orders for charging station hardware, electric buses, and services. As we deliver upon the backlog, these products and services could be either sold outright to our customers or financed through Levo. If the contracts are financed through Levo then the revenue recognition period would be determined based on the terms of the financing arrangement. We are pleased with the backlog levels we have achieved to date this year, and we are also pleased to see our pipeline growing at an even faster rate. Before turning to our outlook, I'll briefly review some of the key financial terms of the Levo joint venture. First, as we announced last quarter, Nuvve owns 51% of the common stock of Levo. Stonepeak owns 44.1% and Evolve owns 4.9%. Stonepeak and Evolve are committed to contributing initially up to $750 million in capital. In return for their capital contributions, they will receive preferred stock units which will earn an 8% annual dividend to be paid quarterly. In addition to their 8% preferred return, the preferred shareholders will also be entitled to receive total distributions sufficient to achieve the greater of a 12.5% IRR and a 1.55 times MOIC, after which returns are allocated to the common shareholders. After completing the definitive agreement this month, the Levo Board of Directors was also formed and consists of nine members: five appointed by Nuvve, three appointed by Stonepeak and one independent member was appointed. Over the coming quarters, we will be building out the Levo organization and management team to drive forward the Levo product offerings, which we believe will accelerate the electrification of vehicles and expand the growth opportunities for Levo and Nuvve. We look forward to updating you along the way. Turning to our outlook for the remainder of the year. With the completion of our Stonepeak venture, we are demonstrating strong momentum across our business, which is reflected in our increased customer backlog. We expect this momentum to continue based on the even faster growth rate we are experiencing in our pipeline. With respect to gross margins, for the current customers we have under contract and the terms of customer contracts we are negotiating, our DC charging station gross margins are still ranging between 20% to 25% on average. With respect to operating expenses as a new public company, we have made critical investments in building up our sales, technology, business development, and engineering staff, as well as additional efforts. This is critical to why we went public, and these expenses are a deliberate part of the business plan we are executing. We continue to expect quarterly expenses, excluding expenses associated with Levo and 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. In addition, we anticipate additional spending to establish the legal entity, which we are now forming after the closing of the definitive agreement in August. We expect to consolidate expenses of Levo into Nuvve given our 51% ownership of the common stock in controlling interests. We ended the quarter with a cash position of $48.1 million on our balance sheet that we believe is sufficient to grow our business and generate additional revenues while pursuing our growth opportunities. And now I'll turn the call back to Gregory.

Thanks, David. In summary, we are pleased with what we are seeing in our business, the demand from customers, and exciting partnerships underway. We are continuing to leverage our leading and differentiated technology that meets a pressing need to lower the cost of EV ownership, which is growing rapidly. We believe the strong demand and robust pipeline will drive significant revenue and shareholder value in the near and long-term. We're excited about what's ahead and look forward to continuing to update you on our progress. Thank you for taking the time to join us today. With that, I will now turn it back to the operator to begin the question-and-answer session.

We will now begin the question and answer session. Our first question is from Eric Stine with Craig-Hallum. Please go ahead.

Hi, Gregory. Hi, David.

Hi, Eric.

I appreciate you giving the backlog number; that's very helpful. Just any color you could give on the pipeline? I mean, clearly, it's expanding quite a bit with Levo. But any details around that and what you've seen over the last two to three quarters would be very helpful.

Well, I can start and Gregory can add. I think, as we said, we're seeing a pipeline growing even at a faster rate than our backlog. And now that we just recently announced Levo, we've received more interest because of that. So we like the speed at which it's growing, though we're not in a position today to give a quantitative number for what that is.

Okay, that's fair. But maybe then just on Stonepeak since that's going to be a big driver of it. I mean, obviously, right now, you're in early stages there. But you also know kind of some of the business that is out there to be had. I mean, do you feel, or how far do you feel you're down the path in educating the market that this is even an option, right, to finance a school bus for the same monthly payment as a diesel? Do you feel that the market is sufficiently educated to take advantage of that, or is that something that you think will take some work here going forward?

So, let me take that. I think that the market is very different from place to place. And as I said earlier, we can't be everywhere. So we have decided to focus our attention on a handful of states. That handful of states was selected on multiple factors, some of which are the value and potential value of V2G in those states. But also the level of reception that we've seen from the different channels we've been able to expose in those territories, as well as in the case of working with Blue Bird, the partnership we can establish with a local dealership that has local relationships. So I think to answer your question, there is a broad range, but we see some areas and some of the early adopters ready to dive into it. We see quite a big group of that coming to us right now, and I hope we'll be positioned to announce some of them very, very soon. And then it's a question of keeping that dedication, which is why what we want to do is go to the dealerships, set up charging station buses, and demonstrate to the local school districts how this all works together, as well as doing this demonstration in the parking lot of Blue Bird to have a full-scale deployment with a large number of charging stations. We think those are the steps to demonstrate and to accelerate the adoption to show that this is real, and to demonstrate to the people in school districts that they can switch over to electric school buses without impacting their operation - their number one priority is transporting the kids safely and they want to maintain costs.

One thing I would add is, we just closed on Stonepeak, and we're excited to get past that. Now that the entity is formed and it's official, we're building out marketing materials. As I said, in my remarks, we're building out a management team. So more of that can accelerate now that we closed it.

Good. Maybe just the last one, and then I’ll turn it over for someone else. But I noticed that announcement made by Boris that they're partnering with Nissan in Europe, clearly, I would expect that you'd be part of that. So maybe just kind of what you expect from that? What you're seeing from other OEMs.

Yeah. I mean, in general, it’s probably going to be fleets. Right now, we're going to be successful with fleets, and that's going to be the entry point. We think that the reach of the technology can really help across the board. When you talk to traditional large-scale OEMs, their focus is about how to bring a million EVs to the street. We believe our technology has a strong role to play in that. But as I said, we are taking one step at a time. Right now, our focus is on fleets. Even in those partnerships, we've worked with Nissan. We now have Nissan e-NV200 in Denmark that has been running on a platform for nearly five years now. We've always been working with Nissan, and we have a good relationship with them. Yes, when we look at working with Nissan across Europe, we have nearly 80 charging stations being deployed there as well. That's all part of the same group. Today as a company, our number one focus is especially in the U.S. Europe is very important.

Mr. Simon, as the conference operator, please continue, if you have more questions.

I get to jump to another call.

Thank you.

Okay. 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. Thank you very much, everybody, for being here today. What I need to emphasize and what I said is that, the fleets are very important for us in the short run, which is why we have the partnership with Blue Bird. They have a much larger contribution to what we are doing. That's our number one focus. We are so excited about the opportunity associated with those three deployments and expect to hear a lot more updates over the next few weeks, as Levo is being rolled out. We can share some more exciting news about the progress that we are making. So thank you very much for sharing with us these updates. We look forward to continuing to work with you over the next few months.

The government is now concluded. Thank you for attending today's presentation. You may now disconnect.