Greetings. Welcome to Nuvve Holdings Corp. Fourth Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. Please note, this conference is being recorded. I will now turn the conference over to Eduardo Royes, Investor Relations. Thank you. You may begin.

Thank you. On today's call are Gregory Poilasne, Chief Executive Officer, and David Robson, Chief Financial Officer of Nuvve. Earlier today, Nuvve issued a press release announcing its fourth quarter and full-year 2021 results. Following prepared remarks, we will open up the call for questions. Before we begin, I would 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 Nuvve’s filings with the SEC, 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?

Thanks, Eduardo and good day to all. Thanks for joining us today to discuss our results for the fourth quarter and full year 2021. The need for vehicle electrification and the benefits and facilities of vehicle-to-grid technology are coming more into view with each passing day and poised to grow mainstream. Recently, many of you have likely heard the buzz around Ford and GM's support for bidirectional charging and pilot programs with utility companies that will demonstrate the ability for vehicles to interact with the electric grid. As they prepare to launch an electric version of their flagship models, they want to ensure they are enabling those vehicles to capture and deliver the full value they are capable of as the world electrifies, and this includes vehicle-to-home. We see this development as a huge endorsement for Nuvve, raising awareness about the ability for EVs to send power back to homes and the grid. However, a vehicle capable of bidirectional charging does not, on its own, address the current challenges faced by the grid today for increased EV adoption. Vehicle-to-home, which allows an EV to power a home in the event of a blackout, and vehicle-to-grid are two different offerings. Bidirectional EVs are part of the solution, but they cannot solve the challenges posed to the grid on their own, nor do they improve EV economics, and this is where Nuvve comes into play. Through Nuvve’s grid-integrated vehicle and our deep platform, we are able to aggregate and provide power from EVs at scale back into the grid by creating what we call virtual power plants or VPPs, thereby integrating electric vehicles into the grid in the most efficient way possible. In doing so, we can generate revenue for the customers and lower the total cost of ownership. At Nuvve, our focus is first and foremost on fleets, given their particular focus on total cost of ownership. The opportunity provided to them by vehicle-to-grid is simple; a fleet vehicle has predictable needs and spends a predictable amount of time parked and, therefore, not being utilized. By intelligently integrating vehicles into the grid, we're able to turn EVs into economic assets that both generate revenues and save costs for the customers. In the process, they also help provide overall grid stability and resilience. This is something very tough to do and is a product of our company's dedicated focus on vehicle-to-grid since our founding 12 years ago, and it is something that established companies in the renewable sector with multiple focus areas are not equipped to handle today. Of course, electric vehicles need to be prepared to be used for their primary use case, which is to transport people, goods, and services from point A to point B. Our cloud-connected technology ensures that every vehicle on the Nuvve platform has enough energy charge for the next trip before it calculates how much capacity it can afford to sell back to the grid. It ensures the vehicle is charging and discharging at optimum levels, all within the battery warranty limits. The end result is that through our technology we can help lessen the burden on the grid that will be caused by the shift to electrification of transportation, increase the value of renewables, and flatten the load curve. Let me now recap some of the key accomplishments in the fourth quarter and the full year 2021 before discussing a few recent developments and expectations that make us particularly excited for the year ahead. To recap the year, we completed our acquisition just over a year ago and are incredibly proud of our advancements in the past 12 months. Key milestones that we achieved include the introduction last mile of our vehicle-to-grid hub model, which enables us to combine energy from multiple EV batteries to form virtual power plants and generate energy that we sell back to the grid. We took a significant step toward putting this into practice in November when we announced our partnership with Bluebird to install hub infrastructure for up to 400 buses at the company's primary delivery facility in Georgia. We will provide you with an update in the near future about this project. Last May, we also announced our Levo Mobility joint venture with Stonepeak and Evolve and disclosed that transaction in the third quarter. Levo allows us to deliver a turnkey fleet-as-a-service solution for fleets of all types of vehicles. As discussed in our last earnings call, we had several notable commercial wins in the fourth quarter, including our partnership with Volvo on the Iberia Peninsula, which provides us entry into the consumer/residential vehicle-to-home market; a collaboration agreement with BYD and Levo; and the vehicle-to-grid hub announcement with Bluebird that I just referenced, all of which we discussed in more detail in our last call. Each of these developments is critical to building out our pipeline of projects and expanding our megawatts under management, which I will touch upon shortly. Since the last earnings call, the momentum has continued to build. In February, we announced a joint venture with 2021.AI to collaborate exclusively on the integration of their artificial intelligence platform with Nuvve's vehicle-to-grid platform. The 2021.AI platform handles the full lifecycle of artificial intelligence development and operation, and we believe this will bolster the predictive analytics capabilities of our products and services. As we continuously look to enhance our platform, we will always consider whether to build, buy, or partner, and this is one area where we believe partnering with experts in the field makes the most logical sense. A few weeks ago, we announced a partnership with Swell Energy to offer combined solar storage battery and intelligent EV charging for residential and commercial markets. Our vehicle-to-grid services combined with Swell's distributed energy resource management system expand opportunities for residential customers to establish a comprehensive home energy system. We believe this will open the door for us to engage with other solar and storage providers and continue to enhance Nuvve’s overall value proposition. Turning now to our Levo Mobility joint venture for a few brief updates. Earlier this month, Levo announced a 10-year contract with a Troy school district in Troy, Illinois. The contract initially calls for the deployment of 76 chargers under a transportation-as-a-service agreement and provides Levo with the right of first refusal to convert the school district's fleet of 64 school buses to zero-emission vehicles in about five years. We are incredibly proud of this deal as it marks the largest and first 100% zero-emission school bus conversion in the Midwest. We expect to kick off with an initial deployment of charger installation infrastructure upgrades this summer before rolling out additional chargers with fleet conversion planned in 2023. Meanwhile, the leadership bench at Levo keeps getting deeper. Earlier this quarter, we announced the hiring of Levo's Chief Commercial Officer and Chief Operating Officer. We recently hired a Chief Procurement Officer. Levo now has an established core leadership team as we capitalize on increased appetite for our turnkey fleet-as-a-service offering. Lastly, and more broadly than Nuvve, we continue to be excited about the $5 billion that will be made available to build out a national electric vehicle charging network and new infrastructure loans. We have made tremendous progress across our business and achieved many important milestones over the past 12 months. These operational accomplishments have driven growth in our megawatts under management and a significant increase in orders for our chargers and momentum in our pipeline. I'd like to briefly speak to each of these. First, megawatts under management, which we introduced on last quarter's call, is a predictive metric that we track because we believe it is a good indicator of the potential revenue growth embedded in our commercial wins. Megawatts under management quantifies the aggregated amount of electrical capacity from deployments of Nuvve's V2G chargers, V1G chargers, and stationary batteries that we control and can supply under ideal conditions. We ended 2021 with 14.7 megawatts under management. This reflects a nearly 20% increase versus the third quarter of 2021 and nearly tripling of megawatts under management from year-end 2021 levels. We also experienced a significant increase in orders for our chargers in the fourth quarter, including a step change in orders from DC chargers. In fact, we saw more DC chargers in the fourth quarter than during the previous nine months combined. Importantly, we believe we are just getting started, and this is reflected in our backlog as well as our pipeline. Over the course of the year, we have increased our dedicated sales team, which is approaching 10 people compared to only one at the start of 2021. Through the sales team and business development efforts that are the focus of our senior management team, we have created a process to connect with potential customers ranging from those needing one to five charging stations to larger partners involving thousands of charging stations. At year-end, we have a hardware and service order backlog of approximately $6.2 million. Through our sales efforts, our pipeline continues to grow at an even faster rate. We consider our qualified pipeline to be those potential customers for whom we have a memorandum of understanding in place or where we are working toward a definitive agreement. Our qualified pipeline is currently approximately $225 million. Formalized agreements can take time to execute and announce, given that in most cases, these are the first conversations that customers are having about exploring the benefits of vehicle-to-grid. This is a new concept for many prospective customers and stakeholders, and there is much to understand. We do not expect to convert 100% of our pipeline; it is also important to keep in mind that ultimately, products and services may either be sold outright to our customers or through multi-year agreements, which would affect timing on revenue recognition. That said, we believe this information is helpful in providing insight into our efforts and the future potential we see in the growing market of electric vehicles and increasing adoption of vehicle-to-grid technology. Based on active discussions and framework agreements we have in place, all in various stages of negotiations, we expect to announce several exciting developments as we move through 2022 that will support backlog growth and ultimately revenue growth. School buses have been the focused use case for our technology. School buses are, of course, idle for the majority of the time, typically making only two trips per day, and they can sit parked for many months out of the year in the aggregate, all of which make them an excellent use case for vehicle-to-grid technology. However, the school bus segment is not the only opportunity set. To expand on this, fleet management companies are rapidly exploring vehicle electrification opportunities. As I mentioned earlier, their fleet customers are hyper-focused on vehicle economics and lowering their total cost of ownership. As electric vehicles go mainstream, we see opportunities to partner with fleet management companies to set our hubs in various U.S. locations and sell our products and services through their sales channels via multi-year agreements. Government vehicle fleets are also going electric, particularly in isolated or remote locations, where there is a growing demand for renewable infrastructure and where today's energy supply has proven to be costly and unreliable. Keeping the lights on at a reasonable cost may increasingly be challenged by the effects of climate change. Nuvve's vehicle-to-grid offering not only helps reduce the total cost of vehicle ownership as governments replace their internal combustion engine vehicles with electric vehicles, but it improves grid resilience and ultimately, quality of life. Mobile storage systems are another exciting deployment in the battle against grid infrastructure challenges that are constantly evolving. We are excited to explore opportunities to integrate our vehicle-to-grid technology with mobile and stationary storage solutions that can address grid challenges not only when needed, but also where needed. Finally, we see initial hub agreements and other contract wins we've announced as merely the beginning of our potential commercial opportunities with these customer segments. We are always in discussions with our existing partners about how we can scale our offerings, whether it be by expanding the number of vehicles served or enhancing our offerings as we enter into new partnerships such as our collaboration with Swell to integrate solar and storage. The same goes for Levo; the win in Troy is getting the Levo name out there, and we believe it will help drive additional important commercial wins over the balance of the year. The future of Nuvve truly does feel bright. With that said, let me now turn the call over to David to discuss our financials before I conclude with some prepared remarks and open to questions.

Thanks, Gregory. I'll start with a recap of the fourth quarter 2021 results. In the fourth quarter, we generated total revenues of $1.2 million compared to $1.5 million in the fourth quarter of 2020. This reflects a year-over-year decrease of 15%, primarily due to the completion of grant projects that are no longer a core focus for Nuvve. In the fourth quarter, product and service revenues increased 11% compared with the fourth quarter of last year, while grant revenues declined by 79% over the same period. Product and service revenues in the fourth quarter of 2021 represented 93% of total revenues compared with 71% for the fourth quarter of 2020. We expect product and service revenues will continue to comprise a larger mix of our business, with grant revenues making up a smaller share. Margins on product and service revenues were 2.8% for the fourth quarter of 2021, compared to 56.3% for the fourth quarter of last year. DC charger gross margins generally range from 20% to 25%, AC charger gross margins are approximately 50%, and engineering service gross margins are 100%. The decline on a year-over-year basis reflects not only a mix shift but also our decision to engage in the sale of DC chargers at a discount in return for the contractual rights for a larger share of future grid service revenues with a particular customer. Total operating expenses, excluding cost of sales, was $8.5 million for the fourth quarter of 2021, compared to $3.3 million in the fourth quarter of 2020. The increase was primarily attributable to increased cost of sales associated with being a public company, an increase in payroll costs from increased staffing, and the costs associated with Levo, which we established this year. Total operating expenses, excluding cost of sales, were relatively flat compared with the third quarter of 2021, increasing by $0.3 million to $8.5 million from $8.2 million. Cash expenses, or total expenses excluding stock compensation, depreciation, and amortization, were $7 million in the fourth quarter of 2021. Levo incurred $0.3 million in operating expenses during the fourth quarter. Other income decreased to approximately $275,000 in expense for the three months ended December 31, 2021, compared to a $241,000 expense in the year-ago quarter. The net loss attributable to Nuvve's common stockholders for the fourth quarter of 2021 was $8.8 million, compared to $2.6 million for the fourth quarter of 2020. Now turning to full-year results. For the full year 2021, we generated total revenues of $4.2 million, in line with the full year 2020. Full-year product and service revenues increased to $2.9 million from $1.9 million in the prior year, while grant revenues declined to $1.3 million from $2.3 million. This reflects a full-year 70-30 revenue split between product and service and grant revenues. Margins on product and service revenues were 31.4% for the full year compared to 73.2% for the prior year. Again, product and service margins declined year-over-year due to a larger mix of DC charger sales in 2021 compared with the prior year. Total SG&A expenses were $22.9 million for the full year of 2021 compared to $5.5 million for the full year of 2020. The increase was primarily attributable to increases in compensation expense of $12.3 million, including share-based compensation, non-recurring severance costs, as well as professional fees and governance costs associated with the completion of our business combination. Total R&D expenses increased to $6.5 million from $2.9 million. Levo incurred $0.8 million in operating expenses during the full year. Other income increased to approximately $70,000 in income for the full year 2021 from a $200,000 expense in the prior year. The net loss attributable to Nuvve's common stockholders for the full year 2021 was $27.3 million compared to $4.9 million for the full year 2020. Now, turning to our balance sheet. We had approximately $32.4 million in cash as of December 31, 2021, and remain in a good position with the funding from the transaction and our PIPE investment. We used $8.4 million in cash during the fourth quarter, $6.8 million in net cash losses, $1.8 million in higher working capital, and $0.3 million in fixed asset purchases associated with our new corporate office space, offset by $0.6 million in proceeds from stock option exercises. Inventory increased to $11.1 million at the end of the fourth quarter from $6.2 million at the end of the third quarter. We increased our inventory on hand for chargers to ensure we have adequate products to support future sales growth, given the longer lead times we are experiencing for products due to supply chain constraints. During the quarter, deferred financing costs associated with the $750 million capital commitment available to Levo decreased by $3 million. We reduced deferred financing costs to additional paid-in capital when we issued preferred equity associated with Levo on a First In, First Out basis of accounting. Now turning to megawatts under management and estimated future grid service revenues. As Gregory noted, megawatts under management is a metric we use to quantify the aggregated amount of electrical capacity for the deployment of our vehicle-to-grid chargers, level 1 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 fourth quarter, we added 2.3 megawatts under management, increasing our total megawatts under management to 14.7 from 12.4 megawatts at the end of the third quarter. The 14.7 megawatts under management was comprised of 3.4 megawatts from DC chargers, 4.3 megawatts from AC chargers, and 7.1 megawatts from stationary batteries. As of the end of the fourth quarter, 7.5 of the 14.7 megawatts under management included customer agreements allowing Nuvve to earn future grid service revenues. When we create future vehicle-to-grid hubs, we will also further expand our megawatts under management. This brings me to the 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 revenues per kilowatt year to be paid by the utilities. Merchant exposed grid service revenues are projected based on a number of factors and inputs, including the types of vehicles connected to our network, the expected use patterns for those vehicles, the length of term of the customer agreements, and the geographies of the deployments. Depending upon the geographic regions of our deployments, the grid service revenue opportunities will vary. Currently, in the markets where we are focused, we are seeing grid service revenues ranging between $85 per kilowatt year up 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 for a period of 10 to 12 years, and in some cases, even longer. Earlier, Gregory spoke to our backlog and qualified pipeline. At year-end, our hardware and services backlog was $6.2 million, which we estimate will add another 1.7 megawatts under management once deployed. Currently, our qualified pipeline is approximately $225 million. Although not all of our qualified pipeline will convert into backlog, the size of our qualified pipeline demonstrates the potential for Nuvve to significantly grow megawatts under management, which is building at a faster pace in 2022 than we experienced in 2021. With more megawatts under management, we are able to offer more services, which can generate larger amounts of grid service revenues. With that, let me turn it back to Gregory for some closing thoughts before we go to questions.

Thanks, David. 2021 was a transformational year for Nuvve, in which we helped lay the foundation for us to continue to evolve and scale up our vehicle-to-grid technology as awareness of and receptivity to our value proposition increases. The creation of our Levo joint venture, our vehicle-to-grid hub models, and some key commercial wins have supported and near tripled our megawatts under management. 2022 is off to a strong start, as we continue to find new ways to strengthen and broaden our offering and has already included a key commercial win with Levo. We see opportunities to continue to expand our offering with existing customers and the school bus market, while also expanding beyond, given an ample variety of use cases that make sense for our vehicle-to-grid application. We expect to have some exciting news on these fronts in the coming months and look forward to speaking with you again in May during our first quarter earnings call. I would like to now turn the call over to the operator to begin the Q&A session.

Thank you. Our first question is from Eric Stine with Craig Hallum Capital Group. Please proceed.

Hi, Gregory. Hi, David.

Hi, Eric.

Hey, so maybe just starting with the pipeline, just to confirm. I mean, is it fair to say that, that $225 million that is hardware only? And then, secondly, I know that you're not expecting to have a 100% hit rate there. And just, maybe some thoughts on how you think the timing might be of the progress you make within that pipeline?

Hey, Eric, this is David. It is a combination of hardware and service revenues that we believe we can contract. But it's hard to predict on the timing. These are ones that we've been working on for the better part of six months on some of them, some shorter. They're large agreements, many of them. So the timing of when they're closed, when they're going to close is hard to forecast at this point.

Yes. And the revenue recognition associated with it is also going to be complex, right? Some of it might be purchased by the customer. Some of it might include depot financing, which is going to change their revenue recognition associated with those.

Got it. Okay. Perhaps I can rephrase this and connect it to your insights on funding, specifically regarding infrastructure. What are your latest thoughts on the timing of how this might evolve over the coming months and quarters? Also, for the significant projects you mentioned in the pipeline, is most of that dependent on the availability of incentives and their release, or how should we approach that?

No, it's not. I mean, some of it is, but most of it is actually independent and some of it is actually outside the U.S. as well. So, I mean, you remember, we have a footprint in Europe, in the U.S., and Japan, and so we still see traction across all those avenues.

Yes. And to add to that, we're certainly seeing the funding helpful and we provide those services for our customers to help them get funding. But as Gregory said, with respect to this qualified pipeline, it's a small portion of the total.

Got it. Okay. My last question is about Levo. How do you feel about the progress in educating school districts about the solutions available for transitioning to electric school buses? Is this a concept that most school districts find unfamiliar, requiring detailed engagement, or is it well understood and the slow adoption just a matter of the pace at which they implement new technology across their fleets?

I believe this is a great question. It really depends on the geographical location of the situation. We've received numerous inquiries from dealers expressing their readiness to purchase these bus V2G models. It’s clear that V2G represents a crucial step in vehicle integration and plays a significant role in lowering the overall cost of ownership for these vehicles. We're currently observing considerable progress across various regions. As I mentioned, California has seen a substantial push in this area, and the Northeast is also engaging with integrators. Additionally, we see interest along the East Coast, as dealers recognize the importance of V2G for differentiating their products in the market, especially in discussions with school districts.

Got it. Thanks a lot.

Our next question is from Brian Dobson with Chardan Capital Markets. Please proceed.

Hi, good evening. So, just a follow-up question on your backlog and your pipeline. I guess, first, could you remind us where those numbers stood at the end of the last quarter? And second, did you see similar trends progress through the first quarter in terms of activity in your backlog and your pipeline?

Hey Brian, this is David. The backlog was relatively the same at the end of last quarter as it was this quarter, but one thing I would tell is there was a pretty sizable mix.

Brian, do you have any further questions?

I'm sorry. I think I lost you there for a second. So you were saying that the backlog was pretty flat from the last quarter?

Yes. Sorry about that technical difficulty.

Yes, I can. Can you hear me?

Yes. Sorry about that technical difficulty. With the second question, you're right. The backlog was relatively unchanged from Q3 to Q4. But what I would point out is we had a lot of grant projects within our backlog that we've rolled off because we're no longer focused on that. There's a pretty significant mix shift between hardware and charger sales that are comprised in our backlog as opposed to grant revenues in the past.

Oh, excellent. And I guess the same question for you…

So Brian, could you repeat that question one more time?

Sure. So where did your pipeline stand at the end of the last quarter? And have you seen similar activity in your pipeline and your backlog, call it, through the first quarter of the year as well?

Yes. We've seen an acceleration in our qualified pipeline in 2022 as opposed to 2021. What we're also seeing is the size of the pipeline for the customer size is larger than it had been in the past, which is why we wanted to come out this time to start to talk about qualified pipeline to give everyone a view of the size and scope of what we're seeing, which was the $225 million number that we put out.

And one thing I want to add is the fact that when we go into the backlog, that means we have vehicles that are being deployed, where there is a contract for those vehicles, but also where we have a contract with a local utility, right? It's something that just has an end customer contract, but yes, material contracts with the utility might not yet qualify for the backlog, but that would then go into the qualified pipeline, which is not just the whole pipeline that we have, which is, again, those contracts that are partly in place, either through an MOU or that we're negotiating a final agreement or that maybe we have one side of the agreement, but we don't have the other side of the agreement.

Great. And then just finally for me, you saw a pretty substantial lift in megawatts under management during the fourth quarter. Did you see similar trends progressing through the first quarter of the year as well?

I mean, what I can say is that those tend to be very step functions, right? I mean if you look at our historic calls, you can see that they are step then it goes to a slower pace and then you have bigger steps. It really depends on the size of the implementation. The megawatts under management, those are really charging stations that have been commissioned and that are now operational. Sometimes, again, these are coming through a step process, and so they tend to go at different speeds when you look at it on a quarter-by-quarter basis. I think what's very important to note here is the fact that we tripled our capacity in 2021, and we think these are good metrics there.

Brian, one thing we did point out, which was with respect to more backlog that we have that hasn't been deployed, there's another step-up that you can see that we disclosed in the script of around 2.3 megawatts, when we deploy that backlog that we have today.

Wonderful. Thank you very much.

This concludes our question-and-answer session. I would like to turn the conference back over to management for closing comments.

Thank you. Thank you for listening to us today. We're, again, very, very excited about the opportunity that we are facing, and we are looking forward to sharing more with you as we get ready for our next earning call in about a month and a half in May. So thank you very much.

Thank you. This does conclude today's conference. You may disconnect your lines at this time, and thank you for your participation.