Nuvve Holding (NVVE) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01Conducting a portion of our operations through joint ventures and other subsidiaries and entities in which we may not have 100% ownership interest exposes us to risks and uncertainties, many of which are outside of our control32% rewritten
2. 02perform and conduct their respective operations, or may require us to provide, or make other arrangements for additional financing for the joint ventures and strategic alliances. Such financing may not be available on favorable terms, or at allNew
3. 03In addition to having an adverse effect on our results of operations and financial condition, if any of these risks come to pass, it may have a material negative impact on our brand and how it is perceived by customers
4. 04We are an early stage company with a history of net losses, and we expect losses to continue in the future. If we do not achieve and sustain profitability, our financial condition could suffer
5. 05We expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, operating results and financial condition could be adversely affected
6. 06We rely on charging station manufacturing and other partners, and a loss of any such partner or interruption in the partner’s production could have a material adverse effect on our business
7. 07We currently face competition from a number of companies, and expect to face significant competition in the future as the market for EV charging develops
8. 08Our business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as we expand the scope of such services with other parties
9. 09Our future revenue growth will depend in significant part on our ability to increase sales of our products and services, especially to fleet operators
10. 10A drop in the retail price of electricity derived from the utility grid or from alternative energy sources, or a change in utility pricing structures, may harm our business, financial condition and results of operations
11. 11We participate in the energy markets, and pricing volatility in those markets could have a material adverse effect on our financial condition and results of operations
12. 12The occurrence of delays in obtaining interconnection approval, or the imposition of interconnection limits or circuit-level caps by regulators, may significantly reduce our ability to provide grid services
13. 13Pursuant to the agreement under which we acquired certain of our key patents, we may be required to make significant payments to one of our stockholders, which may reduce our cash flow and profits, and is subject to other risks
14. 14We operate internationally, and expect to continue to expand our international operations, which will expose us to additional tax, compliance, market and other risks33% rewritten
15. 15If we are unable to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel, our ability to compete could be harmed
16. 16Our management have limited experience in operating a public company
17. 17While we have not made material acquisitions to date, should we pursue acquisitions in the future, it would be subject to risks associated with acquisitions

Risks Related to the EV Market

1. 18Technology improvements in the internal combustion engine and other technological developments may adversely affect the demand for electric vehicles and thereby limit the demand for V2G technology and services
2. 19Increases in costs, disruption of supply or shortage of raw materials, particularly lithium-ion battery cells, could harm the ability of EV manufacturers to produce electric vehicles
3. 20Changes to fuel economy standards may negatively impact the EV market and thus the demand for our products and services
4. 21Our future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications
5. 22The EV charging market is characterized by rapid technological change, which requires us to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of our products and it financial results
6. 23Certain estimates of market opportunity and expectations of market growth included in this report on Form 10-K may prove to be inaccurate

Risks Related to our Technology, Intellectual Property, and Infrastructure

1. 24Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties
2. 25We may not be able to protect our intellectual property and proprietary rights throughout the world
3. 26Our patent applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours
4. 27Our failure to obtain the right to use necessary third-party intellectual property rights on reasonable terms, or our failure to maintain, and comply with the terms and conditions applicable to these rights, could harm our business and prospects
5. 28Social, ethical, and legal issues relating to the use of new and evolving technologies, such as artificial intelligence and machine learning, in our offerings may result in reputational harm and liabilityNew
6. 29Some of our products may contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business
7. 30We may be subject to intellectual property infringement or misappropriation claims, which may be time-consuming and expensive or require us to modify or cease selling our products and services
8. 31We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property
9. 32Intellectual property litigation or other legal proceedings relating to intellectual property could cause us to spend substantial resources and distract our personnel from their normal responsibilities
10. 33Our technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage our reputation with current or prospective customers, and/or expose us to product liability and other claims that could materially and adversely affect our business
11. 34Interruptions, delays in service or inability to increase capacity at third-party data center facilities could impair the use or functionality of our services, harm our business and subject us to liability
12. 35We expect to incur research and development costs and devote significant resources to developing new products, which could significantly reduce our profitability and may never result in revenue to us21% rewritten
13. 36Computer malware, viruses, ransomware, hacking, phishing attacks, and similar disruptions could result in security and privacy breaches and interruption in service, which could harm our business59% rewritten
14. 37Our efforts to minimize the likelihood and impact of adverse cybersecurity incidents and to protect data and intellectual property may not be successful and our business could be negatively affected by cyber or other security threats or other disruptions

Risks Related to Customers

1. 38Our business will depend on customers renewing their services contracts. If customers do not continue to use our service offerings or if they fail to add more stations, our business and operating results will be adversely affected
2. 39If we fail to offer high-quality support to station owners and drivers, our business and reputation will suffer
3. 40We rely on a limited number of customers for a large portion of our revenues, and the loss of one or more such customers could have a material adverse impact on our business, financial condition and results of operations47% rewritten
4. 41Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our solutions
5. 42We may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations

Risks Related to Financial, Tax and Accounting Matters

1. 43Certain of our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results
2. 44We may need to raise additional funds and these funds may not be available when needed
3. 45We may allocate our cash and cash equivalents in ways that you and other stockholders may not approve
4. 46Our quarterly operating results may fluctuate significantly
5. 47Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability83% rewritten
6. 48effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) our operating results before taxesNew
7. 49Our reported financial results may be negatively impacted by changes in U.S. GAAP
8. 50We have incurred significant increased expenses and administrative burdens as a public company, which have had an adverse effect on our business, financial condition and results of operations
9. 51Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect on our business
10. 52iv. Termination of cash management arrangements and/or delays in accessing or actual loss of funds subject to cash management arrangements

Risks Related to Legal Matters and Regulations

1. 53Electric utility statutes and regulations and changes to such statutes or regulations may present technical, regulatory and economic barriers to our ability to offer grid services
2. 54Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect our business
3. 55Global trade issues and changes in and uncertainties with respect to trade policies, trade sanctions or restrictions, tariffs and international trade disputes, could substantially harm our business and operating results
4. 56As a public company we are subject to significant accounting, legal and regulatory requirements; our failure to comply with these requirements may adversely affect our operating results and financial condition
5. 57If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our financial condition and results of operations could be adversely affected
6. 58Failure to comply with anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (“FCPA”) and similar laws associated with activities outside of the United States, could subject us to penalties and other adverse consequences
7. 59Failure to comply with laws relating to employment could subject us to penalties and other adverse consequences45% rewritten
8. 60operational requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our businessNew

Risks Related to the Ownership of Our Securities

1. 61If we are unable to maintain compliance with the Nasdaq Stock Market’s listing requirements, our common stock may be delisted from the Nasdaq Capital Market, which could have a material adverse effect on our financial condition and could make it more difficult for holders of our common stock to sell their shares54% rewritten
2. 62Sales of a substantial number of our securities in the public market could cause the price of our securities to fallNew
3. 63Our amended and restated certificate of incorporation grant our board the power to issue additional shares of common and preferred stock and to designate series of preferred stock, all without stockholder approval
4. 64We have never paid cash dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future
5. 65There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire worthless61% rewritten
6. 66The trading price of our securities is likely to be volatile, and you may not be able to sell our securities at or above the price you paid
7. 67If securities or industry analysts issue an adverse opinion regarding our common stock or do not publish research or reports about us, the price and trading volume of our securities could decline
8. 68Anti-takeover provisions contained in our amended and restated certificate of incorporation and bylaws, and in applicable law, could impair a takeover attempt