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Stockholders’ Deficit | 9 Months Ended
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Sep. 30, 2025
Stockholders' Equity Note [Abstract] |
Stockholders’ Deficit | Stockholders’ Deficit Reverse Stock Split The Reverse Stock Splits did not affect the number of authorized shares of the Company's common stock or the par value of the common stock. Following the January 2024 Reverse Stock Split's effectiveness on January 19, 2024, all references in the consolidated financial statements to number of shares of common stock issued or outstanding, price per share and weighted average number of shares outstanding prior to the 1- for - 40 reverse split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented. Additionally, at the Company’s Annual Meeting of Stockholders held on September 9, 2024, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, and the Board approved a 1-for-10 reverse split ratio for the September 2024 Reverse Stock Split, which became effective September 17, 2024. Therefore, in addition to the January Reverse Stock Split, following the September 2024 Reverse Stock Split's effectiveness on September 17, 2024, all references in the consolidated financial statements to number of common shares issued or outstanding, price per share and weighted average number of shares outstanding prior to the 1- for - 10 September 2024 Reverse Stock Split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented. No fractional shares were issued in connection with the reverse stock splits and each fractional share resulting from the reverse stock splits were rounded up to the next whole share. As a result of the reverse stock split, 192,222 additional shares of common stock were issued in lieu of fractional shares. Authorized Shares As of September 30, 2025, the Company has authorized two classes of stock, Common Stock, and Preferred Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 201,000,000, of which 200,000,000 authorized shares are Common Stock with a par value of $0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $0.0001 per share (“Preferred Stock”). Please see Note 11, “Stockholders' Equity,” in the Notes to Consolidated Financial Statements included in the Company’s 2024 Form 10-K for a detailed discussion of the Company’s stockholders' equity. On February 21, 2025, the shareholders of the Company, in a special election approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized Common Stock from 100,000,000 shares to 200,000,000 shares. July 2025 Registered Public Offering On July 11, 2025, the Company, entered into an underwriting agreement (the “July 2025 Underwriting Agreement”) with Lucid Capital Markets, LLC (“Lucid”) pursuant to which the Company issued and sold to Lucid 3,044,463 shares (the “Shares”) of Common Stock and 1,984,940 pre-funded warrants (each representing the right to purchase one Share of Common Stock at an exercise price of $0.0001, the “Pre-Funded Warrants”) to purchase shares of Common Stock, at an offering price of $0.95 per Share (or $0.9499 per Pre-Funded Warrant), and granted to Lucid an option for the issuance and sales of up to 754,411 additional Shares or Pre-Funded Warrants (the “Option”) to be sold by the Company (the “July 2025 Offering”). The July 2025 Offering closed on July 14, 2025. The aggregate gross proceeds to the Company from the July 2025 Offering were approximately $5.5 million, before deducting underwriting discounts of 8.0% of the price to the public and any other expenses payable by the Company in connection with the July 2025 Offering. Pursuant to the July 2025 Underwriting Agreement the Company also agreed to issue to Lucid common stock purchase warrants (the “Representative’s Warrant”) to purchase up to 5.0% of the securities sold in the July 2025 Offering at an exercise price of $1.05 per share of Common Stock. February 2024 Public Offering On January 31, 2024, the Company entered into an underwriting agreement (the “January 2024 Underwriting Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) regarding an underwritten public offering of its securities (the “Offering”). The Offering was conducted pursuant to our Registration Statement on Form S-1 filed with the SEC, which was declared effective as of January 31, 2024. On February 2, 2024, the Company completed the Offering and received gross proceeds of approximately $9.6 million prior to deducting underwriting discounts and commissions and offering expenses. Craig-Hallum received underwriting discounts and commissions equal to 7.0% of the gross proceeds of the Offering, and is further entitled to receive 7.0% of the gross proceeds received by the Company in connection with the exercise of any of the outstanding Series B Warrants issued in the Offering. As noted above, on January 31, 2024, the Company entered into the January 2024 Underwriting Agreement regarding the Offering which was comprised of the followings: 1.303,500 shares of common stock; 2.176,500 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock; 3.480,000 Series A Warrants (“Series A Warrants”) to purchase shares of common stock, with an initial exercise price of $20.00 per share and a term of five years following the issuance date; 4.480,000 Series B Warrants (“Series B Warrants”) to purchase shares of common stock with an exercise price of $20.00 per share and a term of nine months following the issuance date; and 5.480,000 Series C Warrants (“Series C Warrants”) to purchase shares of common stock with an exercise price of $20.00 per share and a term of five years following the issuance date, subject to early expiration as described below. Each share of common stock and Pre-Funded Warrant issued in the Offering was accompanied by a Series A Warrant to purchase one share of common stock, a Series B Warrant to purchase one share of common stock and a Series C Warrant to purchase one share of common stock. The combined price per share of Common Stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $20.00. The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was equal to $19.9990, and the exercise price of each Pre-Funded Warrant is $0.0010 per share. The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months, in proportion and only to the extent any Series C Warrants expire unexercised. In addition, Craig-Hallum was granted warrants to purchase up to 48,000 shares of common stock (the “Underwriter Warrants”) at an exercise price of $20.00 per share. The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 24,000 of the shares of common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering. The fair value of the Series A, B and C Warrants are recorded as a liability in the condensed consolidated balance sheets with changes in fair value recorded in the condensed consolidated statements of operations as the warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details of changes in fair value of the warrants recorded in the condensed consolidated statement of operations. Warrants - Public and Private In connection with its initial public offering on February 19, 2020, Newborn sold 14,375 units, which included one warrant to purchase Newborn’s common stock (the “Public Warrants”). Also, on February 19, 2020, NeoGenesis Holding Co., Ltd., Newborn’s sponsor (“the Sponsor”), purchased an aggregate of 681 private units, each of which included one warrant (the “Private Warrants”), which have the same terms as the Public Warrants. Upon completion of the merger between Nuvve and Newborn, the Public Warrants and Private Warrants were automatically converted to warrants to purchase Common Stock of the Company. The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 3,563 of Newborn’s common stock, at a purchase price of $4,000.00 per share, for an aggregate purchase price of $14,250,000 (the "PIPE"). Upon closing of the PIPE immediately prior to the closing of the Business Combination, the PIPE investors also received 1.9 PIPE Warrants to purchase the Company’s Common Stock for each share of Common Stock purchased. The PIPE Warrants are each exercisable for one-half of a common share at $4,600.00 per share and have the same terms as described above for the Public Warrants. The PIPE investors received demand and piggyback registration rights in connection with the securities issued to them. Because the Private Warrants have dissimilar terms with respect to the Company’s redemption rights depending on the holder of the Private Warrants, the Company determined that the Private Warrants are required to be carried as a liability in the condensed consolidated balance sheet at fair value, with changes in fair value recorded in the condensed consolidated statement of operations. The Private Warrants are reflected as a liability in the condensed consolidated balance sheet as of September 30, 2025 and the change in the fair value of the Private Warrants is reflect ed in the condensed consolidated statement of operations. See Note 4 for details of changes in fair value of the Private Warrants recorded in the condensed consolidated statement of operations. In May 2025, the Company granted warrants to purchase an aggregate of 11,000,004 shares of warrants to certain consultants of the Company as compensation for cryptocurrency strategy related consulting services rendered (the "May 2025 Consulting Warrants"). The fair value of the May 2025 Consulting Warrants of $8.19 million is equity classified in the condensed consolidated balance sheet as of September 30, 2025, and reflected as operating expenses in the condensed consolidated statement of operations. In conjunction with the issuance of September 2025 Convertible Notes, May 2025 Convertible Notes, April 2025 Convertible Notes, March 2025 Convertible Notes, December 2024 Convertible Notes and October 2024 Convertible Notes (see Note 10), the Company issued to the investors warrants to purchase an aggregate of 649,393, 5,341,879, 1,953,537, 1,777,750, 277,780 and 2,076,036 shares of Common Stock, respectively, at an exercise price of $0.17, $0.78, $0.74, $0.74, $1.00 and $0.74 per share, respectively. Such warrants are reflected as a liabilities in the condensed consolidated balance sheet as of September 30, 2025, and the change in the fair value of the private warrants for the three months ended September 30, 2025 in the condensed consolidated statements of operations. See Note 4 for details of changes in fair value of the private warrants recorded in the condensed consolidated statement of operations. The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at September 30, 2025, including adjusted exercise price for full ratchet antidilution protection for some warrants as disclosed in Note 10:
| Number of Warrants |  | Number of Warrants Exercised |  |  |  | Number of Warrants Cancelled |  | Number of Warrants Exercisable |  | Exercise Price |  | Adjusted Exercise Price |  | Adjusted Number of Warrants Exercisable |  | Expiration Date
Public Warrants | 7,188 |  | — |  |  |  | — |  | 7,188 |  | $4,600.00 |  | $4,600.00 |  | 7,188 |  | March 19, 2026
Private Warrants - February 2020 | 341 |  | — |  |  |  | — |  | 341 |  | $4,600.00 |  | $4,600.00 |  | 341 |  | March 19, 2026
PIPE Warrants | 3,384 |  | — |  |  |  | — |  | 3,384 |  | $4,600.00 |  | $4,600.00 |  | 3,384 |  | March 19, 2026
2022 July Institutional/Accredited Investor Warrants | 10,000 |  | — |  |  |  | — |  | 10,000 |  | $1,500.00 |  | $1,500.00 |  | 10,000 |  | January 29, 2028
Underwriter Warrants - February 2024 offering | 48,000 |  | — |  |  |  | 22,500 |  | 25,500 |  | $20.00 |  | $20.00 |  | 25,500 |  | February 2, 2029
2024 February Institutional/Accredited Investor Warrants - series A | 480,000 |  | — |  |  |  | — |  | 480,000 |  | $20.00 |  | $20.00 |  | 480,000 |  | February 2, 2029
2024 February Institutional/Accredited Investor Warrants - series C | 480,000 |  | — |  |  |  | 450,000 |  | 30,000 |  | $20.00 |  | $20.00 |  | 30,000 |  | February 2, 2029
2024 October Institutional/Accredited Investor Warrants | 2,076,036 |  | 1,700,351 |  |  |  | — |  | 375,685 |  | $0.74 |  | $0.1711 |  | 1,623,501 |  | October 31, 2029
2024 December Institutional/Accredited Investor Warrants | 277,780 |  | — |  |  |  | — |  | 277,780 |  | $1.00 |  | $1.00 |  | 277,780 |  | December 31, 2029
2025 March Institutional/Accredited Investor Warrants | 1,777,750 |  | 285,028 |  |  |  | — |  | 1,492,722 |  | $0.74 |  | $0.1711 |  | 6,483,939 |  | March 5, 2030
2025 April Institutional/Accredited Investor Warrants | 1,953,537 |  | 769,546 |  |  |  | — |  | 1,183,991 |  | $0.74 |  | $0.1711 |  | 4,980,253 |  | April 28, 2030
2025 May Institutional/Accredited Investor Warrants | 5,341,879 |  | 50,000 |  |  |  | — |  | 5,291,879 |  | $0.78 |  | $0.1711 |  | 24,102,223 |  | May 30, 2030
2025 July Institutional/Accredited Investor Pre-funded Warrants | 1,984,940 |  | 1,507,795 |  |  |  | — |  | 477,145 |  | $0.0001 |  | $0.0001 |  | 477,145 |  | Until Exercised in Full
2025 September Institutional/Accredited Investor Warrants | 649,393 |  | — |  |  |  | — |  | 649,393 |  | $0.1711 |  | $0.1711 |  | 649,393 |  | September 10, 2030
May 2025 Consulting Warrants | 3,000,000 |  | — |  |  |  | — |  | 3,000,000 |  | $1.05 |  | $1.05 |  | 3,000,000 |  | May 7, 2030
May 2025 Consulting Warrants | 3,000,000 |  | — |  |  |  | — |  | 3,000,000 |  | $1.25 |  | $1.25 |  | 3,000,000 |  | May 7, 2030
May 2025 Consulting Warrants | 3,000,000 |  | — |  |  |  | — |  | 3,000,000 |  | $1.50 |  | $1.50 |  | 3,000,000 |  | May 7, 2030
May 2025 Consulting Warrants | 666,668 |  | — |  |  |  | — |  | 666,668 |  | $1.00 |  | $1.00 |  | 666,668 |  | May 18, 2030
May 2025 Consulting Warrants | 666,668 |  | — |  |  |  | — |  | 666,668 |  | $1.25 |  | $1.25 |  | 666,668 |  | May 18, 2030
May 2025 Consulting Warrants | 666,668 |  | — |  |  |  | — |  | 666,668 |  | $1.50 |  | $1.50 |  | 666,668 |  | May 18, 2030
| 26,090,232 |  | 4,312,720 |  |  |  | 472,500 |  | 21,305,012 |  |  |  |  |  | 50,150,651 |  |
Unit Purchase Option On February 19, 2020, Newborn sold to the underwriters of its initial public offering (the “IPO”) for $100, (pre-stock split) a unit purchase option ("UPO") to purchase up to a total of 791 units at $4,600.00 per unit (or an aggregate exercise price of $3,636,875) commencing on the date of Newborn's initial business combination, March 19, 2021, and expiring February 13, 2025. Each unit issuable upon exercise of the UPO consists of one and one-tenth of a share of the Company's common stock and one warrant to purchase one share of the Company's common stock at the exercise price of $4,600.00 per share. The warrant has the same terms as the Public Warrant. In no event will the Company be required to net cash settle the exercise of the UPO or the warrants underlying the UPO. The holders of the unit purchase option have demand and "piggy back" registration rights for periods of five and seven years, respectively, from the effective date of the IPO, including securities directly and indirectly issuable upon exercise of the unit purchase option. The UPO is classified within stockholders’ equity as “additional paid-in capital” in accordance with ASC 815-40, Derivatives and Hedging-Contracts in an Entity’s Own Equity, as the UPO is indexed to the Company’s common stock and meets the conditions for equity classification. Treasury Stock The Company's Board authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date. The share repurchase activity pursuant to this authorization is as follows:
| September 30, 2025 |  | December 31, 2024
Beginning balance | 1,680 |  |  | — |
Shares repurchased | — |  |  | 1,680 |
Average purchase price per share | $ | — |  |  | $ | 0.0001 |
Amount spent on repurchased shares | $ | — |  |  | $ | 0.17 |
Aggregate Board of Directors repurchase authorizations during the period | — |  |  | $ | 1,680 |
Ending balance | 1,680 |  |  | 1,680 |
The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders' equity. Preferred Class A Units - Fermata Energy II LLC In connection with the acquisition of Fermata in April 2025, 4,900,000 units of preferred class A units, which is also the total number of authorized preferred class A units, were issued to the former debt holders of the Seller. See Note 20 for details. The preferred class A units are nonconvertible and nonredeemable, and does not pay dividends. The preferred class A unit holders are entitled to an accrued compounded 10.0% annual preferred return, and certain distributions in the event of profit until they are fully paid back their initial capital contributions which will be the final distribution and termination of their preferred class A unit holdings. Class B Units - Nuvve New Mexico LLC In connection with the formation of Nuvve New Mexico LLC in April 2025, class B units of up to 2,500,000 were authorized to be issued to members admitted into the Nuvve New Mexico LLC through subscription as investors. The class B units are nonconvertible and nonredeemable, and does not pay dividend. The class B unit holders are entitled to an accrued cumulative 18.0% annual preferred return on unreturned capital contributions. As of September 30, 2025, two members have been admitted as a Class B unit members with an aggregate subscription of 150,000 Class B units at $1.00 per unit.

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