XML 39 R29.htm IDEA: XBRL DOCUMENT v3.23.1

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of Restatement of Previously Issued Financial Statements

The following tables summarize the effect of the aforementioned adjustments on the Company's Condensed Consolidated Balance Sheets as of June 30, 2022, and the Company's Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2022:

Condensed Consolidated Balance Sheet			June 30, 2022						June 30, 2022
			As Previously Reported			Adjustment			As Restated
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding at June 30, 2022 and December 31, 2021; aggregate liquidation preference of $3,330,071 at June 30, 2022			$	3,208,360		$	16,472		$	3,224,832
Additional paid-in capital			$	134,261,487		$	(4,801,897)		$	129,459,590
Accumulated deficit			$	(107,629,843)		$	4,793,496		$	(102,836,347)
Nuvve Stockholders’ Equity (Deficit)			$	26,707,078		$	(8,401)		$	26,698,677
Non-controlling interests			$	(3,236,683)		$	(8,071)		$	(3,244,754)
Total Stockholders’ Equity (Deficit)			$	23,470,395		$	(16,472)		$	23,453,923

			Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,
			2022						2022						2021						2021
Condensed Consolidated Statements of Operations			As Previously Reported			Adjustment			As Restated						As Previously Reported			Adjustment			As Restated
Financing costs			$	(43,562,847)		$	43,562,847		$	—					$	—		$	(43,818,000)		$	(43,818,000)
Change in fair value of warrants liability			$	251,000		$	4,334,000		$	4,585,000					$	(351,602)		$	(3,145,628)		$	(3,497,230)
Total other (expense) income, net			$	(43,315,418)		$	47,896,847		$	4,581,429					$	154,058		$	(46,963,628)		$	(46,809,570)
Loss before taxes			$	(53,354,948)		$	47,896,847		$	(5,458,101)					$	(6,186,306)		$	(46,963,628)		$	(53,149,934)
Net loss			$	(53,354,948)		$	47,896,847		$	(5,458,101)					$	(6,187,306)		$	(46,963,628)		$	(53,150,934)
Less: Net loss attributable to non-controlling interests			$	(2,110,903)		$	1,920,958		$	(189,945)					$	—		$	—		$	—
Net loss attributable to Nuvve Holding Corp.			$	(51,244,045)		$	45,975,889		$	(5,268,156)					$	(6,187,306)		$	(46,963,628)		$	(53,150,934)
Net loss attributable to Nuvve common stockholders			$	(51,470,807)		$	45,975,889		$	(5,494,918)					$	(6,187,306)		$	(46,963,628)		$	(53,150,934)
Net loss per share attributable to Nuvve common stockholders, basic and diluted			$	(2.70)		$	2.41		$	(0.29)					$	(0.33)		$	(2.52)		$	(2.85)

			Six Months Ended June 30,						Six Months Ended June 30,						Six Months Ended June 30,						Six Months Ended June 30,
			2022						2022						2021						2021
Condensed Consolidated Statements of Operations			As Previously Reported			Adjustment			As Restated						As Previously Reported			Adjustment			As Restated
Financing costs			$	(43,562,847)		$	43,562,847		$	—					$	—		$	(43,818,000)		$	(43,818,000)
Change in fair value of warrants liability			$	684,000		$	8,677,000		$	9,361,000					$	70,228		$	(3,145,628)		$	(3,075,400)
Total other (expense) income, net			$	(42,857,275)		$	52,239,847		$	9,382,572					$	(133,776)		$	(46,963,628)		$	(47,097,404)
Loss before taxes			$	(62,429,209)		$	52,239,847		$	(10,189,362)					$	(11,548,026)		$	(46,963,628)		$	(58,511,654)
Net loss			$	(62,429,209)		$	52,239,847		$	(10,189,362)					$	(11,549,026)		$	(46,963,628)		$	(58,512,654)
Less: Net loss attributable to non-controlling interests			$	(2,211,837)		$	1,920,959		$	(290,878)					$	—		$	—		$	—
Net loss attributable to Nuvve Holding Corp.			$	(60,217,372)		$	50,318,888		$	(9,898,484)					$	(11,549,026)		$	(46,963,628)		$	(58,512,654)
Net loss attributable to Nuvve common stockholders			$	(60,669,615)		$	50,318,888		$	(10,350,727)					$	(11,549,026)		$	(46,963,628)		$	(58,512,654)
Net loss per share attributable to Nuvve common stockholders, basic and diluted			$	(3.20)		$	2.65		$	(0.55)					$	(0.79)		$	(3.23)		$	(4.02)

			Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,
			2022						2022						2021						2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS			As Previously Reported			Adjustment			As Restated						As Previously Reported			Adjustment			As Restated
Net loss			$	(53,354,948)		47,896,847			$	(5,458,101)					$	(6,187,306)		(46,963,628)			$	(53,150,934)
Less: Comprehensive loss attributable to non-controlling interests			$	(2,110,903)		1,920,958			$	(189,945)					$	—		—			—
Comprehensive loss attributable to Nuvve common stockholders			$	(51,043,497)		45,975,789			$	(5,067,708)					$	(6,207,452)		(46,963,628)			$	(53,171,080)

			Six Months Ended June 30,						Six Months Ended June 30,						Six Months Ended June 30,						Six Months Ended June 30,
			2022						2022						2021						2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS			As Previously Reported			Adjustment			As Restated						As Previously Reported			Adjustment			As Restated
Net loss			$	(62,429,209)		52,239,847			$	(10,189,362)					$	(11,549,026)		(46,963,628)			$	(58,512,654)
Less: Comprehensive loss attributable to non-controlling interests			$	(2,211,837)		1,920,959			$	(290,878)					$	—		—			$	—
Comprehensive loss attributable to Nuvve common stockholders			$	(59,805,127)		50,318,888			$	(9,486,239)					$	(11,452,423)		(46,963,628)			$	(58,416,051)

			CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
			As Previously Reported			Adjustment			As Restated
Issuance of warranties to Stonepeak and Evolve			$	30,234,000		$	(7,977,372)		$	22,256,628
Net Loss			$	(6,187,306)		$	(46,963,628)		$	(53,150,934)
Balance June 30, 2021			$	94,830,025		$	(54,941,000)		$	39,889,025
Net Loss			$	(9,074,261)		$	4,343,000		$	(4,731,261)
Balance March 31, 2022			$	71,410,982		$	(47,913,319)		$	23,497,663
Net Loss			$	(53,354,948)		$	47,896,847		$	(5,458,101)
Balance June 30, 2022			$	23,470,395		$	(16,472)		$	23,453,923

			Six Months Ended June 30,						Six Months Ended June 30,						Six Months Ended June 30,						Six Months Ended June 30,
			2022						2022						2021						2021
Condensed Consolidated Statements of Cash Flows			As Previously Reported			Adjustment			As Restated						As Previously Reported			Adjustment			As Restated
Operating activities
Net loss			$	(62,429,209)		$	52,239,847		$	(10,189,362)					$	(11,549,026)		$	(46,963,628)		$	(58,512,654)
Adjustments to reconcile to net loss to net cash used in operating activities
Financing costs			$	43,562,847		$	(43,562,847)		$	—					$	—		$	43,818,000		$	43,818,000
Change in fair value of warrants liability			$	(684,000)		$	(8,677,000)		$	(9,361,000)					$	(70,228)		$	3,145,628		$	3,075,400
Net cash used in operating activities			$	(20,021,165)		$	—		$	(20,021,165)					$	(13,413,426)		$	—		$	(13,413,426)

Schedule of assets and liabilities included in the company’s condensed consolidated balance sheets

The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s condensed consolidated balance sheets at June 30, 2022:

			June 30, 2022
Assets
Cash			$	28,068
Total Assets			$	28,068
Liabilities and Mezzanine Equity
Accrued expenses			$	212,071
Derivative liability - non-controlling redeemable preferred shares			491,012
Total Liabilities			$	703,083

X

- References

No definition available.

+ Details

Name:	us-gaap_AccountingPoliciesAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration

X

- Definition

Tabular disclosure of prior period adjustments to previously issued financial statements including (1) the effect of the correction on each financial statement line item and any per-share amounts affected for each prior period presented (2) the cumulative effect of the change on retained earnings or other appropriate components of equity or net assets in the statement of financial position, as of the beginning of the earliest period presented, and (3) the effect of the prior period adjustments (both gross and net of applicable income tax) on the net income of each prior period presented in the entity's annual report for the year in which the adjustments are made.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

+ Details

Name:	us-gaap_ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentsTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 5A
-URI https://asc.fasb.org/extlink&oid=123419778&loc=SL6759159-111685

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5747-111685

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=123419778&loc=SL6228884-111685

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5728-111685

+ Details

Name:	us-gaap_ScheduleOfVariableInterestEntitiesTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration