Good morning and welcome to the Nuvve Holdings Corp. Third Quarter 2021 Earnings Conference Call. It is my pleasure to introduce Edwardo Royce. Thank you, you may begin.

Thank you, Edwardo and good morning, everyone. Thanks for joining us today to discuss our results for the third quarter. World leaders have been gathering in Glasgow, Scotland discussing and debating difficult solutions we, as global citizens, must implement to prevent the impact from climate change. Transportation electrification is usually among the highest priority, and this is close to 30% of US greenhouse gas emissions. Electrifying transportation we believe, vehicle-to-grid technology represents a mission-critical solution, as it allows us to utilize electric vehicles much more efficiently and cost-effectively and for the public good and grid support while vehicles are parked. In doing so, vehicle-to-grid technology alleviates the need for us to build as much as 40% more electric power generation capacity to support transportation electrification. It also provides main force to increase the economic value of renewable energy and helps strengthen load curtailment and deliver energy equity. Before I go over the latest developments, I want to share how thrilled we are about the $1.2 trillion bipartisan infrastructure bill that the US House of Representatives passed on November 5. This set aside $7.5 billion to create a nationwide network of EV charging stations and expedite the adoption of electric cars this decade. There is $7.5 billion for electric buses and $65 billion to fund investments in clean energy and renewables for the nation's electricity grid, which promises to create a more resilient system. The bill also contains opportunities for grant funding for installation of V2G infrastructure. These are all markets we are positioned to leverage as we continue to execute on our mission. At Nuvve, we're incredibly excited about all the work that we have been doing and the important partnerships we are building across the broader EV ecosystem. We continue to roll out our proprietary vehicle-to-grid technology and services and advance our mission of electrifying the planet through our intelligent energy platform. It has been a very busy year for Nuvve since entering the public market at the end of March this year; we have already made tremendous progress. To name a few of our highlights: In May, we introduced our V2G hub model. This serves EDC combining energy from multiple EV batteries to form virtual power plants to generate energy to be sold back to the grid and provide services that help with grid stability, predictability, and resiliency. Shortly after that, we enhanced our Levo Mobility joint venture with Stonepeak and Evolve and closed that transaction in the third quarter. As Levo delivers turnkey fleet-as-a-service solutions for fleets of all types of vehicles that we believe can facilitate a much more rapid transition to EVs. The $750 million that can be scaled up to $1 billion is an adjusting amount committed to support electrification. Over the past several months, we have also formed and continued to advance our partnership with Blue Bird Corporation, the leading independent designer and manufacturer of school buses. The first electric school bus produced by Blue Bird with our V2G technology was delivered earlier this year in Illinois. Through our Levo JV, we also now provide our fleet-as-a-service offering through Blue Bird's nationwide distribution network, enabling their customers and dealers to have access to fully financed electric school buses, along with associated charging infrastructure, services, and energy management. Yesterday, we announced the latest advancements in our partnership with Blue Bird, an agreement for Nuvve to install up to 200 charging stations with dual dispensers for 400 buses at the Blue Bird delivery facility in Georgia, which will create the V2G hub that allows buses to act as energy storage assets while waiting to be transported around the country. I will speak more about that shortly. Since March, we have continued to form and expand partnerships and signed new customer contracts with companies planning EV fleet owners, utilities, and EV OEMs. Our progress continued in the third quarter with new partnerships across a wide range of market segments, including commercial fleets, buses, government purchasing, consumer vehicles, as well as utilities. This is exciting because we're continuing to expand beyond our initial area of focus, shining new light on the tremendous potential we have in front of us. Key partnerships and contracts we completed during this third quarter, and in recent weeks include: first, a competitively awarded contract with Sourcewell, a cooperative purchasing agreement organization. Through this awarded contract, government education, and nonprofit entities can leverage Nuvve technology and expertise to better manage their EV assets and future-proof their investments. Next, in October, we announced the first-of-its-kind V2G partnership in Iberia with Wallbox, designed to reduce mounting pressure on the grid and offer users significant financial incentives. The partnership will incorporate Wallbox's pioneering hardware named Quasar, the world's first DC bidirectional home charger, into our patented V2G software technology platform. In addition to reducing energy costs, Nuvve's V2G technology can help users transition to a more sustainable lifestyle by helping minimize their carbon footprint. By optimizing the charge and discharge based on the CO2 intensity, users can help offset CO2 emissions by an average of 250 kilograms per car per year. The partnership comes at an opportune time when pressure on the grid is rapidly rising in the Iberian Peninsula, where household energy prices have risen by 35% over the last year. Giving residents access to this cutting-edge technology allows EV users to compound the positive effects of their investments in zero-emission vehicles and contribute to a cleaner planet. Turning next to an update on our business in Denmark, where we operate through our subsidiary Nuvve Denmark A/S. We continue to see the value and economic viability of vehicle-to-grid technology, which has been successfully demonstrated and deployed in areas with favorable market conditions. We are also pleased to say we have had five years of V2G operation in that country. We also have a few updates regarding Levo Mobility JV. Levo has recently announced a partnership with BYD, a leading EV OEM. As part of the collaboration, we will integrate vehicle-to-grid technology with a mix of BYD electric vehicles and jointly deploy up to 5,000 EVs over the next five years. By integrating our vehicle-to-grid platform with a variety of medium and heavy-duty electric fleets, we can introduce these vehicles to the grid in a much more intelligent and sustainable way, integrate more renewable resources, and ultimately accelerate the reduction of harmful CO2 emissions. We're excited about this partnership and look forward to growing it and delivering revenue in the near future. We also continue to build out the leadership team at Levo, and during the third quarter, we brought on board a new Chief Commercial Officer, a new Chief Operating Officer, and a Chief Strategy Officer. These executives have impressive skill sets and experiences that will help accelerate Levo's mission and drive further opportunities for growth. Now I'd like to circle back to our latest announcements with Blue Bird from yesterday. This will be the first-of-its-kind V2G hub with many more to come. V2G hubs are the future of electric vehicle charging. We have to introduce EVs to the grid in a smart, integrated way. Our intelligent energy platform allows us to do that by transforming electric vehicles into energy storage assets. Our hub model centralizes renewable energy generation, bi-directional EV charging stations, and a suite of EV services while providing financing options to purchase EVs. This combination of centralized charging infrastructure and end-to-end fleet support services makes it easier for fleets to electrify by reducing large upfront capital costs, while our V2G technology reduces the cost of fleet ownership by enabling fleet vehicle batteries to store and sell energy and grid services from renewable sources back into the grid. We are thrilled to announce our first partnership to make this vision come true. As I noted earlier, through this agreement with Blue Bird, we will install up to 200 charging stations with dual dispensers for up to 400 buses at the Blue Bird delivery facility in Georgia, where electric buses coming out of the production line will be stored. I'd like to provide some additional detail on this agreement, which is a good model to use as we consider the potential revenue opportunity for Nuvve. I'm going to speak about megawatts under management, which is a metric we use to quantify the aggregate amount of electric power capacity from the deployment of V2G chargers, V1G chargers, and stationary batteries that we control and can supply under ideal conditions. I will also speak to revenue per kilowatt-year, which is a negotiated amount paid by utilities for providing grid services. With 400 buses, Levo's system will create a capacity of up to 25 megawatts under management. Revenue per kilowatt-year paid by utilities for providing services to the grid can range from approximately $85 to $300, based on what we've seen in the market, depending on the region. At the low end of the range with 25 megawatts under management, there is potential to generate excess of $2 million in recurring grid services revenue annually for the V2G hub at the Blue Bird facility when fully deployed. Of course, we expect a ramp-up period before we reach the full capacity of 400 buses, but this provides a good picture of the potential. We anticipate finishing installation of the charging stations at the Blue Bird facility by the end of next year, with the ability to begin generating grid services from it in 2023. Further, the contract term with Blue Bird is for 12 years, and we see opportunities to continue expanding the partnership as the company continues its efforts towards electrification. David will speak in more detail about our megawatts under management and potential future grid service revenue as he discusses our backlog. To sum things up, we are extremely pleased with the partnerships we've created, the new contracts we've signed, and the continued progress we are making. As we have discussed previously, the transition to electric fleets is among the largest microeconomic shifts to be experienced in our lifetime, and the market for V2G is over $6 trillion. Our vehicle-to-grid technology and services help make electric vehicles more affordable, catalyze EV adoption, and help integrate renewable energy. In essence, we are bridging the gap between transportation and energy. We are continuing to roll out V2G charging stations, building a network of infrastructure to extend the use of our technology and services, which over time will generate significant long-term revenue with a high degree of visibility. We're increasing megawatts under management, we have a growing backlog, and an even faster-growing pipeline as a result of strong demand and contracts signed with key customers. All of which are strong indicators of future revenue potential. We believe we are well positioned to capture the tremendous opportunity ahead of us in the market. Let me now turn the call over to David.

Thanks, Gregory. I want to echo Gregory's sentiment that we are very pleased with the progress we are making that will drive future revenue over the long term. In the third quarter, we generated total revenues of $1.2 million compared to $1.3 million in the third quarter of 2020. This was a decrease of 13.3% primarily due to declining grant revenues offset by higher charger sales. During Q3 of last year, we earned revenues on a grant project in Japan that was nonrecurring; compared to the second quarter of 2021, our revenues increased by 19%. Product and service revenues through the third quarter of 2021 represented 59% of total revenues compared with 33% in 2020. We expect product and service revenues will continue to become a larger mix of our business and grant revenues will be a smaller mix. Margins on products and service revenues were 43.2% for the third quarter, compared to 94% for the third quarter of last year. This year-over-year change in margins was a result of a change in the sales mix of DC chargers, AC chargers, and engineering services. DC charger gross margins generally range from 20% to 25%. AC charger gross margins are approximately 50%, and engineering service gross margins are 100%. Total SG&A and R&D expenses were $8.2 million for the third quarter of 2021, compared to $7 million in the second quarter of 2021, and $2.1 million in the third quarter of 2020. This increase over the second quarter of 2021 was primarily attributable to increased payroll expenses, recruiting fees, and incremental expenses associated with Levo. Levo incurred $0.5 million in operating expenses during the third quarter. Other income and expense increased by $432,000, up from $46,000 in income for the three months ended September 30, 2020, to $478,000 of income for the three months ended September 30, 2021. Other income and expense included private warrants, which are revalued each quarter based on the closing stock price, which resulted in $556,000 of income for the quarter. Preferred dividends associated with the issuance of $3.1 million of Levo preferred shares were accrued at $39,000 during the quarter and subsequently paid in October. Accretion was accrued at $100,000 during the quarter. Accretion represents the difference between the estimated future redemption price value of the outstanding preferred shares and the carrying value of the shares. The net loss attributable to common stockholders for the third quarter was $7 million, compared to $0.7 million for the third quarter of 2020. Now turning to our balance sheet; we had approximately $40.7 million in cash as of September 30, 2021, and remain strong with the funding from the transaction and our PIPE investment. Inventory increased to $6.2 million at the end of the third quarter from $4.2 million in the sequential second quarter. This increase was due to the receipt of four electric school buses which we intend to lease to several school districts, along with the additional inventory build of high-power DC chargers. Given existing industry-wide supply chain constraints, we intend to carry higher inventory levels in the coming quarters. We have entered into purchase commitments with key suppliers to help ensure that we have sufficient inventory on hand to meet customer demands. During the quarter, we capitalized $3.1 million in deferred financing costs associated with this $750 million capital commitment available to Levo. These costs will be amortized to additional paid-in capital as we deploy capital. To pay for these transaction costs, Levo will issue 3.1 million preferred shares to Stonepeak and Evolve. The preferred shares were classified as mezzanine equity of $2.6 million, and the balance of $0.5 million as a derivative liability, non-controlling shares. The preferred shares were classified outside of permanent equity on the balance sheet as mezzanine equity, due to the contingent put right redemption features available to the preferred shareholders. We use $10.1 million in operating cash flows during the quarter, of which $5.6 million resulted from a net loss excluding non-cash charges. The balance of $4.5 million primarily resulted from higher working capital used to increase inventory levels and pay for the transaction costs associated with Levo. We generated $2.6 million in cash in financing activities during the quarter, which included $3.1 million in cash for the issuance of preferred shares. We used financing cash flows of $0.5 million for the transaction costs related to Levo's formation. Now, I'll discuss our megawatts under management and estimated future grid service revenues. Megawatts under management is a metric we use to quantify the aggregated amount of electrical capacity from the deployment of our V2G chargers, V1G chargers, and stationary batteries that Nuvve manages and can supply under ideal conditions. Currently, our megawatts under management include chargers and batteries located throughout the United States, Europe, and Japan. During the third quarter, we added 5.5 megawatts under management, increasing our total megawatts under management to 12.4 from 7.9 megawatts at the end of the second quarter, representing an increase of 79.7%. The 12.4 megawatts under management was comprised of 1.4 megawatts from DC chargers, 3.9 megawatts from AC chargers, and 7.1 megawatts from stationary batteries. At the end of the third quarter, 4.1 of the 12.4 megawatts under management included customer agreements, allowing Nuvve to earn future grid service revenues. As we continue to sign agreements, like the one with Blue Bird, which create future V2G hubs, we will further extend our megawatts under management. As Gregory mentioned, we expect the hub at the Blue Bird facility will bring in an additional 25 megawatts under management over time, and we expect to begin generating revenue from this deployment in 2023. This brings me to estimated future grid service revenues associated with our megawatts under management and megawatts to be deployed, which is based upon a combination of contracted grid service revenues and merchant exposed revenues. Contracted grid service revenues result from negotiated rates per kilowatt-year to be paid by the utilities. Merchant exposed revenues is projected based on a number of factors and inputs, including the types of vehicles connected to our network, the expected usage for those vehicles, the length of term of the customer agreement, and the geographic areas of the deployments. As Gregory mentioned, depending on the geographic regions of our deployments, the grid service revenue opportunities will vary. Currently in the markets where we are focused, we are seeing these grid service revenues ranging between $85 per kilowatt-year to $300 per kilowatt-year. These revenues include a combination of contracted services and merchant exposed services. Given the long-term nature of our customer deployments, these revenues are generally recurring over a period of 10 to 12 years. As we expand the number of charger deployments and increase our megawatts under management, our ability to earn future grid service revenues will continue to grow. Going forward, we will provide periodic updates to our megawatts under management and ranges of revenue per kilowatt-year we are seeing in the marketplace. We have posted a presentation to our Investor Relations website with more detail on these metrics. We hope today's discussion was helpful and look forward to discussing any questions you may have today or in future discussions. And now I'll turn the call back to Gregory.

Thanks, David. While it is still early in our journey, we are making significant progress executing on our mission to accelerate the electrification of transportation through our proprietary vehicle-to-grid energy and services. We continue to be very pleased with the momentum across our business and the solid foundation we are building through our expanded partnerships and increasing customer contracts. While adoption will take time, our backlog pipeline and megawatts under management are robust and growing, which is a strong indication of future revenue we will generate while delivering value to our customers and shareholders. We look forward to continuing to update you along the way as we dive further into our journey. With that, I will now turn it back over to the operator to begin the question and answer session.

Our first question comes from Eric Stine with Craig-Hallum.

Yes, good morning. It's Aaron Spychalla on for Eric, thanks for taking the questions. First for us on the BYD, can you just provide maybe a little more details on kind of expected timing as we look out over the next five years on how that might rollout? And then, maybe talk a little bit about how that might be jumpstarting things with other OEMs looking to gain traction there.

Yes, I mean, Aaron, Gregory here. We are looking at it as a portfolio of vehicles. We are actually we have some projects underway with BYD on the East Coast. And so now we have engaged in the first phase, which is always the technology integration, right, to make sure that one, the vehicles and the charging stations are all able to communicate with the platform. And then two, we go through the qualification of that implementation. But in parallel, we also have some commercial deployments that are underway; used trucks is an interesting category of vehicles that we talked about in the past. So that would be one example.

All right, thanks for the color there, and then maybe second on Wallbox. Can you maybe talk about some initial traction there and kind of the planned rollout, and then just help frame, kind of the opportunity there and kind of how you see that contributing to the P&L over the next handful of years?

Yes, I think this is very interesting because this is a market that has been closed so far for grid services. When I say closed, I mean, it was limited to basically large power plants in order to provide those grid services. There has been a change recently; we have a project right now in Spain with different partners where we are helping set up the regulatory environment. And we've done that many times already in our history. And so two aspects to me that are very important. One is opening a market where we'll be able to access different value chains, going from providing ancillary services all the way to basically providing vehicle-to-home type of services, the whole range. The other thing that's interesting to me is that the partnership with Wallbox is such that this will address the consumer market, which so far, as we've always said, we've been very, very focused on the fleet market. We obviously are not underestimating the consumer market. We've already said also that we will do that with partners. And this is a perfect example of how we are executing our strategy as it relates to expanding across a variety of segments and to focus on our core competency, which is aggregating the vehicles, making sure they are ready for the drivers while delivering our commitment to the grid and while protecting the battery at the same time.

Good. And then if I can sneak one more in just maybe on the competitive environment, I mean, obviously, you're starting to win a lot more bids. Can you just kind of talk about what you're seeing there? Why you're winning? I know there are a lot of players in the market that talk about V2G but aren't really, at the end of the day. So maybe just kind of talk about that a little bit further.

Yes. And that's very exciting to me because, on the one hand, as you said, V2G is now becoming at the heart of EV deployments. There's an awareness that is building that EV deployment could have a significant cost if it's not done in a smart way. Now, the benefits we have is that our technology was started to be developed in 1996 by a professor at the University of Delaware. During all this time, there has been significant work to develop the technology and then to deploy it around the world. We've also, when I started Nuvve with the University of Delaware, developed some IT around the implementation that we can develop. That IT was based on a working platform because in 2009, that platform started to participate in grid services in the PJM region. Since then, we've been building more and more services. I think we have an understanding that nobody else has and I think this is why we are recognized as the V2G leader around the world, not just here in the US but also, as we were just discussing, in Europe, either in the Nordics, through our joint venture with EDF in the UK, France, Italy, Belgium, and Germany, or in the Iberian Peninsula, as well as the deployment that we have and the work that we've been doing with Toyota to show an early investment in the organization in Japan. So I think all those reasons make us really the leader and because we just have more experience, we have a much deeper understanding of how all those things have to work together.

Our next question comes from the line of Craig Irwin with Roth.

Good morning and thanks for taking my questions. So, Gregory, I wanted to start with the financial impact of Levo on the P&L, right? So this is a quarter you closed the partnership and really started; you mentioned a $0.5 million impact in the quarter. Is it fair to take the August 4 start date and approximate a run rate of around $0.75 million a quarter in expenses? And then can you maybe share with us what the cost was prior to August 4, to set up and initiate this joint venture?

I will let David address this question.

Yes, hi, Craig. I think our expenses that we show which is $0.5 million was this quarter, it'll be about that amount in the fourth quarter, maybe a little bit more. So running $0.5 million, maybe $600,000 in the fourth quarter.

Okay, excellent. And then cash expenses in front of the official launch? Were there any expenses you can call out?

Yes, you can see those that we capitalize included in deferred financing costs. So the total amount was around $4 million.

Okay, excellent. Then 200 buses, 25 megawatts; you're obviously looking at 125 kilowatts bus. And that seems to be what most of the school districts would probably ask for. When we step back and look at the bigger picture, the total Levo joint venture, if it does satisfy the $750 million entirely with school buses, and President Biden seems to be doing the right things, but I know Levo has other customers as well. But just assuming it's school buses, that means you could have as much as 375 megawatts under management once it's fully invested. I mean, is that a reasonable expectation? Or should we be potentially looking at smaller batteries and a broader mix to generate a slightly lower megawatt number?

I think the trend we've seen so far is the batteries on the school bus. I think this is the heart of the question. The various school buses have a battery of 155 kilowatt-hours; I think this is serving most of the routes. Now you are brought sometimes routes that are slightly longer or special trips that would need to be covered. I think we're still on the low side of the size of the batteries. I think 200 kilowatt-hours and maybe more than that might be where we think the numbers are going to be, which is why we decided to go with 125-kilowatt charging stations. Now keep in mind though those two dispensers on those. So the first implementation will be a switch. So it will be 125 on one side and 125 on the other side. But still, it gives us a little bit more flexibility in how we are using the current buses, of buses that are maybe running at 200 kilowatt-hours. I think between 200 and 300 kilowatt-hours, that's probably where all the school buses would end up. But you're right, there are 480,000 school buses in the US. If you have 60 kilowatts on that, that's 25 gigawatts. If you consider $100 per kilowatt-year, that's $3.5 billion of grid services these vehicles will be able to provide. This is why we are here, right? It is a gigantic market. We are at the bottom of the hill. I think we are putting all the partnerships in place to support our vision, and we are executing on it. We're extremely focused on education. I hope this blueprint that we've been putting together will help us to expand, but finally V2G is at the heart of many players, as Aaron was saying, and it's at the heart of the infrastructure bill as well. So that’s really what is exciting for us is we look at now; all those vehicles are potential revenue generation sources for us.

Thank you. So then, when I talked to Blue Bird about this a number of weeks ago, they suggested that working with Nuvve and putting the systems in their manufacturing facility would allow them to hold inventory of EV school buses and to condition and exercise the batteries so that the battery is not impaired from sitting idle for months while the full batch of buses is prepared for delivery. Would you expect full participation of these vehicles in grid services while they're parked in the lot as they bring vehicles off the line and they wait for their full allocation of different customer orders so that they can deliver? Or is there potentially a percentage of participation that we could see, given that the functionality will be used for a couple of different things?

So now there are a variety of grid services, I think this is what you're getting at. The grid service and the capacity as we talked about here, we took the $2 million of annual revenue is based on an $80 to $85 per kilowatt-year; this is very much at the low end of the range that we see. That means limited amounts of these charges that would happen at very specific times, especially when you have continental peaks right now for longer systems. Usually those go for like maybe $50 charge a year or less. It is not that it is extremely straining on the battery because it's a limited number of discharges that you do every year. Is that answer your question?

Yes, that's perfect. So if I could ask about the timing, I know Phil Horlock was very excited about the opportunity and the support from President Biden and what this means for our children in various school districts across the US. Can you discuss the likely timeline for the hardware installations and the revenue recognition related to that?

Yes. The installation, as we said, with the whole setup will happen sometime in 2022, probably towards the end of 2022. We are now targeting to be up and running in early 2023. The model we have is a limited number of buses initially, and the scale that goes all the way to 200 to 400 buses that we'll be covering in the parking lots. There is a timeline and a rollout that goes between late 2022 for the full installation and then 2023 to 2025 to fill up all these spots, and then we've reached full capacity. This could go faster, but we wanted to take a conservative approach. I think your question goes along the lines of, should we consider potentially trying to recognize more of these deployments early? But two things: one is our core business is really the vision of hubs as a long-term recurring revenue; it develops with charger deployments. In this case, it's 20 years now with $2 million plus per year of revenue on that specific site, potentially being a lot more than that. So, the other piece is that there's still quite a bit of uncertainty on supply chain. The good news is we have inventory of charging stations, and we've been very careful in placing orders early on, but there is still some uncertainty in delivery. Therefore, this is why we didn't see the need of trying to recognize as much as possible upfront; rather, we want to build and help our investors understand the true core of our business model, which is the recurring revenue these assets are providing to the grid.

Ladies and gentlemen, we have reached the end of today's question-and-answer session. I would like to turn this call back over to Gregory for closing remarks.

Thank you. I want to thank everybody on the call today. What I need to emphasize is this hub, which is really at the heart of our strategy, and the first one with Blue Bird is really the blueprint of the deployments that we are targeting, not just in the parking lot of manufacturers but also in hubs and other places. I hope that we'll be able to share some progress on further deployments that we are working on in the near future. Looking at the size of the business, we've talked about school buses. But when we look globally at all the vehicles and the target that we have of converting vehicles into electric vehicles by 2040, it could be a time where we have 3,580 kilowatt-year to account for seven kilowatts per consumer vehicle. If you consider $100 per kilowatt-year, that's a market of about $420 billion. If you consider $240 per kilowatt-year, that's $840 billion market size. So we have a gigantic market in front of us, and very exciting opportunities. I have been very focused on fleets; as I shared with you, we are also starting to look into the consumer space at the same time, with a different approach than anybody else because of the capabilities of our platform. So we are very excited about our progress and look forward to sharing more about our advancements in the near future with you. Thank you very much.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation. And enjoy the rest of your day.