Good day, and welcome to the Nuvve Holding Corp. Third Quarter 2022 Earnings Call. Please note, this event is being recorded. I would now like to turn the conference over to Eduardo Royes. Please go ahead. 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 third quarter 2022 results. Following prepared remarks, we will open the call up 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 both 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, Eduardo, and hello everyone. We appreciate your participation in our third quarter 2022 results call. Previously, we highlighted several positive legislative changes, and in the third quarter, that progress continued. In September, the Biden-Harris administration announced it would double the EPA's clean school bus rebate award to nearly $1 billion, marking the first round of funding for this initiative. In October, we were excited to see the first funding allocation with $913 million in grants awarded to 389 school districts. This grant will facilitate the purchase of nearly school buses and provide rebates for charging and hardware infrastructure. Nuvve proudly represented 10 school districts during their grant application process and is the only charging station provider to do so, which we believe showcases the strength of our technology, our solid track record in executing EV infrastructure projects, and our expertise in grant writing. The funding associated with Nuvve is expected to bring in $22.9 million for 61 electric school buses produced by our partners, along with funding for high-powered bidirectional chargers, charging infrastructure, site design, and development services. It’s worth noting that this revenue equals $20,000 in hardware and infrastructure rebate funds per bus, the maximum permitted under this program. The DC chargers usually cost more than double that amount, meaning potential sales from charging stations for these orders will likely exceed the grant funds awarded. Additionally, once these electric school buses are deployed, they may generate recurring revenue through grid services over their expected lifespan of 10 to 12 years. Importantly, Nuvve’s involvement in the EPA's clean school bus program is expected to contribute to securing direct trip revenue. Another two school districts also received funding for 28 school buses, where we were not officially recognized as the grant writer but played a crucial role in the process. With a published list of districts and our existing partnerships, we are optimistic about collaborating with more grant recipients beyond the 10 districts we represented and the additional two we assisted. While it is still early, our team is diligently working to leverage these relationships to position Nuvve favorably for securing orders for charging hardware and related infrastructure with other grant recipients. We expect to finalize purchase orders for hardware related to the 61 buses we assisted with in the grant process, as well as new customers we anticipate acquiring, in the upcoming quarters. Looking ahead, the EPA's school bus program is projected to allocate a total of $5 billion in funding by 2026, meaning there is approximately $4 billion in grant and rebate money still to be awarded. We anticipate the next round of grant collections and funding to occur in 2023, and Nuvve intends to actively participate. The electrification of school buses, in particular, continues to experience significant momentum. Nevertheless, we recognize that the progress in electrifying the school bus market has been slower than we and our shareholders had expected, which is disappointing. This was particularly reflected in our third quarter results, which did not meet our expectations, and David will provide further detail on that. We believe the slowdown in our business was caused by customers navigating the EPA paperwork process and waiting for grant awards before making commitments. In essence, the clean bus program created a temporary incentive effect, and we foresee pent-up demand in the coming quarters. However, we also believe the slowdown reflects the ongoing severe supply chain challenges affecting the school bus market, which heavily disrupts vehicle rollouts, along with inflation and broader economic conditions. Supply chain issues have become quite burdensome, and many can relate to these from daily life. Unfortunately, they remain a significant reality. Just before earnings season, we were reminded of this when a major U.S. automaker announced it was awaiting parts for tens of thousands of vehicles. Shortages can occur with anything from minor parts to major components. Ultimately, the completion of a vehicle does not matter if it is 99.9% complete, as it is still fully incomplete and can remain that way for an extended period. For Nuvve, the first step to activate V2G projects depends on the availability of electric vehicles and charging infrastructure. At Nuvve, we have effectively managed inventory and have generally maintained our capacity to provide the charging infrastructure. However, all automotive OEMs, particularly electric school bus manufacturers, appear to have been and continue to be hit hard. We witness this in visits to our partners’ facilities, and it comes up in our daily discussions. About a year ago, we announced our first V2G hub at the Blue Bird production facility in Fort Valley, Georgia, with plans for up to 200 V2G DC charging stations for charging and discharging Blue Bird electric buses off the production line. However, due to the significant shortfall in electric school bus production versus our expectations, there are currently no buses available for those lots. Once the buses are produced, they are typically shipped directly to their customers. We remain optimistic about the long-term potential of this project and other Blue Bird initiatives, but we cannot predict when our V2G setup will become operational due to the delays in bus rollouts and the overall market environment where demand exceeds supply of electric school buses, compounded by shifting company priorities. In addition to supply chain problems, rising costs have become a significant issue, with the price of a school bus now exceeding $400,000, and some reports indicate dealers are attempting transactions above $500,000. For context, this compares to the mid-$300,000 range from one to two years ago, and we expected prices to drop below $300,000 by now. We are confident that the adoption of electric school buses is forthcoming and will make a significant impact in the U.S. Thus, we are focused on positioning ourselves with our V2G technology to play a critical role in the multi-year rollout. However, considering the recessionary concerns alongside the challenges we have discussed, it is evident that the pace of electric school bus adoption will likely be slower than we had previously anticipated for the foreseeable future. Given this situation, we are concentrating on diversifying our new terms toward markets that seem to be more agile. Over the past few quarters, I have talked about our pursuit of various use cases, end markets, and types of partnerships. I am particularly optimistic about a couple of opportunities that appear to be progressing more quickly than the U.S. school bus market. One of these involves collaborating with other charging station OEMs to integrate our V2G platform with their existing unidirectional infrastructure. This kind of initiative can accelerate the growth of grid services revenue, which is beneficial to us since it does not depend on large-scale hardware and vehicle production. Another promising opportunity lies in the consumer space, where we expect to make some exciting announcements in the coming quarters that could significantly increase our megawatts under management, which David will elaborate on. In light of the macro and specific industry challenges I’ve outlined, and as we aim to diversify our business, we have taken steps to cut costs to enhance our liquidity. These measures include not filling certain open roles, resulting in a reduction in headcount during the quarter, restructuring and better integrating Levo, shifting more executive compensation towards equity, lowering legal expenses, and reducing Board size. I'm pleased to report that in the third quarter, we saw initial benefits from these decisions. Our operating expenses, excluding sales costs, dropped by $1.4 million to $8.9 million, down from $10.3 million in the second quarter. David will provide more details on those results, but first, let me briefly recap our major achievements in the third quarter of 2022 and other developments. Accomplishments from the quarter included finalizing our partnership with San Diego Gas & Electric to combine our V2G platform with their Emergency Load Reduction Program and initiating a pilot with Cajon Valley School District; forming a partnership with Vistra to assist school districts in accessing available federal and state grant funding; and entering into an MOU with the Maine Maritime Academy to collaborate on V2G frameworks for maritime applications. We elaborated on these announcements during our August earnings call. Since then, in early October, we built on our momentum with SDG&E and Cajon Valley School District by deploying 8 V2G-enabled Blue Bird electric school buses in Ramona Unified School District, with commissioning and interconnection completed with SDG&E, allowing the buses to start generating valuable grid service revenue streams for the ELRP program. This project represents the largest commercial V2G initiative for Blue Bird in a school district to date. Regarding the Vistra partnership, we are already witnessing its benefits, with Vistra playing a crucial role in securing our EPA clean school bus program successes in Texas for two school districts, including our largest win, which involves 19 buses for the San Felipe Del Rio School District. Out of the 61 buses we helped secure funding for, 22 were in Texas with Vistra. To summarize, as California Governor Gavin Newsom stated during a September press conference on climate legislation, vehicle-to-grid capacity is transformative. Our technology remains top-tier, and we firmly believe we are the preferred provider for those looking to realize the advantages of electrification while continuously enhancing our platform through partnerships like our joint venture with 2021.AI, which is helping us improve forecasting abilities and standardize resources through partnerships discussed earlier this year. Although market timing hasn't favored us, we focus on what we can control, and we remain very confident and excited about Nuvve's potential across various expanding markets. Finally, before handing it over to David, I want to clarify about our direct capital raise initiatives mentioned previously. Nuvve has not raised any funds since the registered direct offering announced in late July. That said, we believe a significant shareholder has substantially reduced their position for specific reasons over the past couple of months, which has put downward pressure on our stock during this challenging market period. This timing is unfortunate, but we must focus on what is best for our company to navigate the short term and position ourselves for long-term success. Now, I will turn the call over to David to review our financial results.

Thanks, Gregory. I will start with a recap of third quarter 2022 results. In the third quarter, we generated revenues of $554,000 compared to $1.2 million in the third quarter of 2021. Grant revenues represented 68% of the total decline, with the balance of the decline primarily attributed to lower hardware revenues. As Gregory stated, hardware revenues in the third quarter were negatively impacted by our customers' anticipation of future grant awards, thereby delaying their decisions to place orders for hardware in the third quarter. As we have noted in the past, we expect grant revenues to be a smaller part of our business compared to last year, which is why grant sales declined in the third quarter compared to the third quarter of 2021. Margins on product and service revenues were 43.3% for the third quarter of 2022, in line with 43.2% for the third quarter last year. This is a marked improvement from the low to mid-single-digit percent margins reported over the past three quarters. The improvement was driven by a greater contribution from AC charger sales to carry higher margins compared to DC chargers, and a greater proportion of revenues coming from service revenues. On a sequential basis versus the second quarter, gross profit dollars were similar despite the revenue decline. As we have stated before, DC charger gross margins at standard pricing generally range from 20% to 25%, while AC charger gross margins are approximately 50%, but in dollar terms are a smaller fraction of revenue of a DC charger. Operating costs, excluding cost of sales, were $8.9 million in the third quarter of 2022 compared to $8.2 million in the third quarter of 2021. The increase was primarily attributed to higher rent, payroll, and consulting expenses, offset by lower Board-related stock compensation expense. On a sequential basis versus the second quarter of 2022, we had a $1.4 million decrease from $10.3 million. Gregory alluded to some of the steps we have taken to reduce costs, and these include payroll, travel, and Board member stock compensation expense. Cash operating expenses, excluding cost of sales, stock compensation, and depreciation and amortization, were $7.7 million in the third quarter compared to $8.3 million for the second quarter of 2022, again, reflecting the steps we've taken to reduce costs. Levo incurred $0.6 million in operating expenses during the third quarter. Other income was $258,000 in the third quarter of 2022 versus $478,000 in the year-ago quarter. Net loss attributed to Nuvve common stockholders for the third quarter 2022 was $8.4 million compared to $7 million for the third quarter of 2021. Now turning to our balance sheet. We had approximately $21.6 million in cash as of September 30, 2022, excluding $0.5 million in restricted cash. Between our registered direct offering and at-the-market program, we raised approximately $15 million in the third quarter. To reiterate what Gregory said, we did not raise any additional capital after the RDO. Total cash increased by $6.7 million during the third quarter, primarily attributed to the $15 million raised through financing activities, offset by $7.9 million in cash losses and $0.9 million of cash used for working capital. We expect cash operating expenses, excluding cost of sales in the fourth quarter, to trend in line with the current quarter, if not lower. That being said, we have levers we can pull, if necessary, to lower our operating expenses even further based on business performance. Inventory increased by $1 million to $11.8 million at the end of the third quarter from $10.8 million at the end of the second quarter of 2022, driven by the receipt of additional DC charger inventory. In future quarters, we expect inventory to decline as we sell through the higher-than-normal levels of inventory we are carrying on our balance sheet. Accounts payable was reduced by approximately 50% to $1.7 million at the end of the third quarter from $3.3 million at the end of the second quarter, primarily due to legal and professional fees paid during the quarter. Now turning to our megawatts under management and estimated future grid service revenues. As a reminder, megawatts under management is a metric we use to quantify the aggregated amount of electrical capacity from the deployment of our V2G chargers, which are primarily deployed in the electric school bus market in the U.S. V1G chargers, which primarily reflect light-duty fleet deployments in Europe, as well as, to some extent, in the U.S. school bus market, and stationary batteries. Currently, these chargers and batteries are located throughout the United States, Europe, and Japan. Megawatts under management in installed capacity increased by 0.2 megawatts to 16.3 megawatts at the end of the third quarter 2022, from 16.1 megawatts at the end of the second quarter. This was comprised of 8.2 megawatts from stationary batteries, 5.4 megawatts from AC chargers, and 2.7 megawatts from DC chargers. We see significant opportunities ahead to increase our megawatts under management based on the commercial proposals we are working on in both North America and Europe. 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. Depending on the geographic regions of our deployments, our grid service revenue opportunities will vary. We are currently seeing grid service revenue opportunities ranging between $85 per kilowatt year up to $300 per kilowatt year in key markets we are focusing on. 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. At September 30, our hardware and services backlog was $4.2 million, up from $3.9 million on June 30. Lastly, before turning the call back to Gregory, recall that in October, we approved the appointment of Deloitte & Touche as our company's new independent registered public accounting firm. We are proud to have them on board. And with that, let me turn it back to Gregory for some closing thoughts before we go to Q&A.

Thanks, David. To conclude, we're disappointed by the slowdown evidenced in the third quarter results, but we are taking steps to adjust for what is proving to be a much slower EV ramp-up in the school bus market, given a still damaged supply chain and the economic backdrop. This includes improving our cost structure and maximizing efficiencies in our business in the near term and progressing on opportunities outside the school bus market and outside the United States. We expect to have some exciting announcements on the latter in the coming months. Our pipeline of potential awards remains exciting, and we look forward to continuing to evolve our business and bidding new proposals in future quarters. We thank you for your attention, and we'd like to now turn the call back to the operator to begin our Q&A. Operator?

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

I'm interested in hearing your thoughts on the consumer space and would like more details about it. I also noticed that GM is involved in the San Diego Gas & Electric program, which I understand is a DOE program you are part of as well. Could you provide more information on this and how it relates to your consumer outlook?

So I mean, you've got a different program, right? ELRP, for example, which we have been doing with the school buses, is an aggregation program. So really, you can do it with any type of resources that are available. And we can mix school buses with consumer vehicles. The other piece is PG&E, for example, has announced V2G tariffs, which basically are the cost of bringing kilowatt hours inside on the meter, but also the revenue you can generate by pushing kilowatt hours back to the grid, depending on government incentives. So there are many programs now. As we said from the beginning, we are not just doing business here in the U.S.; we are also doing business in Europe. In Europe, it's a different set of services that can be performed, like we've been doing V2G, doing integration in Denmark, and we've done it in the Netherlands. We've also done quite a bit of distribution grid services in the U.K. And we see that across the different countries in Europe, where we can do business. A combination of consumption with some type of market access is beneficial. The best part, with those things, is to partner with some OEMs that are going to bring all their resources into that.

Right. And I mean, I would assume, and maybe when you're alluding to some announcements in this space here in the relative near term, I don't assume that this is potentially what you are referring to?

Yes. Clearly, that's not the only line of what was described.

Got you. Okay. Maybe just talk about the pipeline a little bit. You talked about megawatts under management. You talked about your backlog, but I think you have discussed the pipeline in the past. I'm just curious what you're seeing there, maybe where it stands today, and the trends you see here near term in 2023?

Yes. So I think if you look at our existing megawatts under management, you've got a mix of things. You've got some light-duty vehicles that we had launched in Europe. You have some medium and heavy-duty school buses, a combination of bidirectional implementation and some unidirectional implementation. And then you've got stationary storage. These were kind of the three steps in the stationary storage. Now the way we are also expanding is, as I described earlier, one is combining with companies that have infrastructure that's already out and scaling that infrastructure, think about high-power charging stations or this type of implementation. And again, it's not just a U.S. vision here; it's a U.S., Europe vision. The other piece is the consumer piece, where we would also be adding those resources. We can do that because of how we've been integrating our platform with another platform in order to work on the forecasting and establishing the capacity that might not be available through that. So that's really the way we are expanding here. It's leveraging partners that have infrastructure already out or that they are rolling out right now. And it’s not that it’s a new idea; it’s just that people have to realize that it’s not easy to do, and they are better off working with Nuvve than trying to do it on their own and losing a lot more value. I think this mindset is changing, and we see it now, and that is putting us into the position of integrating our platform with those resources to accelerate performance.

Got it. I know in the past you reported your pipeline was around $225 million, and with an expanded focus, is there a way to quantify that pipeline and how it has expanded as we move forward?

Yes, Eric, this is David. We have given that in the past. I would say our pipeline is as strong, if not stronger, although the timing is always difficult to predict. As Gregory spoke, both in the deployment of hardware in North America and in grid services on top of that, and in addition, where we're not deploying the hardware, we're going directly for existing hardware to deploy on our platform. So I think you're right that, as I said, our pipeline is just as robust as it was, but we haven't been giving out that number as of the last couple of quarters.

And let me add one more thing on it, right? What we've seen is that Q3 was very slow on the school bus because everybody was expecting the outcome of the EPA. The outcome of the EPA is $1 billion, which is between 2,500 and 3,000 school buses, and orders are going to be placed over the next few months. With each of these buses, you're going to need infrastructure. We've done our own applications, which is tiny, right? 61 buses plus 28; now it's like 89 buses that we have partnered on. But we see a lot of people reaching out to us. Any number out of just the numbers we know are pretty big compared to what we've done so far, but any numbers on top of that make a huge difference. If you combine that with some other school districts that are in the process of making decisions, again, as David said, we see a very solid pipeline that is going to firm up into backlog in Q4 and Q1.

Okay. That's helpful. Maybe last one for me. Can you provide more color? You mentioned restructuring at Levo, and I would just love to hear more details.

Yes. I mean we are living in a world with constraints, right? And so when you have constraints, you look at what is the best use of all the resources you have around you. As we are working with Levo and looking at working on a few deployments, we clearly thought that there were still some cycles available in the team. For example, Maggie, who is our Chief Commercial Officer at Levo, now has also stepped in to be in charge of all sales. That's because she has the skill set, she has the vision, she understands how these are coming together. The Nuvve-Levo value proposition is pretty close, right? Either it's Levo providing the financing, or that value generated to the grid services goes to the owner of the buses. The value proposition is very similar. It's about reducing the total cost of ownership of those EVs. We're bringing more professionalism to different areas of the organization by leveraging the skill set of the core team members that we have in the Levo team. This focus is on key aspects of what we are doing, the sales of the charging stations and the services addressing all the revenue opportunities on the grid side along with procurement, strategic procurement, and relationships with the OEMs as well as project financing, which are core competencies associated with the four members that we've brought closer to Nuvve in this process.

And Eric, to add to that, we've reported it pretty much every quarter. We spend about $500,000 to $600,000 supporting Levo. And like Gregory said, fantastic leadership on that team as well as resources. So how do we leverage that within Nuvve because we're really one company? That's what we did over the quarter. Part of the way you see our expense structure coming down is we're leveraging our resources more efficiently.

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

Great. I want to thank everybody, and we are looking forward to sharing more progress that we are making in these other areas, new areas of focus that we shared with you as well as very exciting developments with the EPA funding across the school bus market. Again, this is the first round, and there's another $12 billion that's going to be rolled out over the next three to four years. That just gives us an idea of the scale of the business approach in that category. Thank you, and I look forward to sharing more with you.

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