Good day, and welcome to the Nuvve Holding Corp. third quarter 2022 earnings call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. 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? Thanks, Eduardo. Hello to all. We appreciate you joining our third quarter 2022 results call. Last time, we focused on several favorable legislative developments, and in the third quarter, this momentum continued to build. In September, the Biden-Harris administration announced that it would be doubling the EPA's Clean School Bus rebate award to nearly $1 billion as part of the first round of funding for this program. In October, we were thrilled to see the first allocation come to fruition with the award of $913 million in grants to 389 school districts and counties. This grant funding will support the purchase of nearly 2,000 clean school buses and provide rebates on charging and hardware infrastructure. Nuvve was proud to have formally represented 10 school districts in their grant application process. In fact, Nuvve was the only charging station provider to submit grants, a testament to, we believe, the strength of our technology, strong track record in EV infrastructure projects execution, and expertise in grant writing. Awards associated with Nuvve are expected to translate to $22.9 million in funding for 61 electric school buses manufactured by Nuvve's partners and $1.22 million in funding for Nuvve's high-powered bidirectional chargers and associated charging infrastructure, site design, and development services. Please note that this revenue figure translates to $20,000 in hardware and infrastructure rebate money per bus, which is the maximum allowed per vehicle through this program. Nuvve's DC chargers typically cost more than twice that figure, and so Nuvve's potential charging station sales for those orders should ultimately be more than double the size of the grant money awarded. Additionally, once deployed, these electric school bus could earn potential recurring future grid services over their estimated useful life of 10-12 years. Critically, the potential benefits to Nuvve for the EPA Clean School Bus Program go beyond awards we helped secure via direct grant writing. There were actually another two school districts that secured funding for 28 school buses where we were not named as the grant writer, but for which we played an instrumental role in the process. With the list of 389 districts published and through our existing relationships, we are confident that we'll be able to partner with a larger number of grant recipients than the 10 districts that we represented in the grant writing process and the additional two that we assisted. It remains early days, but our team is hard at work leveraging relationships to ensure that Nuvve is in prime position to secure charging hardware and associated infrastructure purchase order with other grant recipients. We expect purchase orders for the hardware associated with the 61 buses on which we were the grant writer and incremental customers we expect to win to be finalized in the coming quarters. Looking further out, the EPA school bus program is planning to provide a total of $5 billion in funding by 2026, meaning an additional amount of approximately $4 billion in grant and rebate money has yet to be awarded. We would expect the next round of grant collection and funding to occur in 2023 and for Nuvve to aggressively participate. As evident by the program, electrification and the electrification of school buses market in particular continues to benefit from huge secular tailwinds. However, it is not lost on us that progress in electrifying the school bus market has been much, much slower to come about than we and our shareholders would have expected. This is without a doubt disappointing. Unfortunately, this was particularly evident in our third quarter results, which were not as we had expected, as David will elaborate on. In particular, we believe the slowdown in our business was due to the customers going through the EPA paperwork process and awaiting the issuance of grant awards prior to making commitments. In other words, the Clean School Bus Program created a bit of an accordion effect, and we expect there to be some pent-up demand in the next few quarters. However, we believe the slowdown also reflects the continued severe impact of supply chain issues impacting the school bus market, which is drastically weighing on the vehicle rollout as well as inflation and general economic conditions. Supply chain issues have no doubt become incredibly tiresome, and just about anyone can relate to this from day-to-day life. Unfortunately, they remain very much a reality. Just prior to the beginning of earnings season, we're reminded of this when one of our large U.S. automakers announced that it was waiting on parts for tens of thousands of vehicles. Shortages can vary from the very small, mundane parts to bigger componentry, but it ultimately does not matter. If a vehicle is 99.9% complete, it is 100% incomplete, and it may sit there at 99.9% completion for many, many months. As it relates to Nuvve, the first step in being able to turn on V2G projects is the availability of the electric vehicles themselves and the charging infrastructure. At Nuvve, we have managed inventory well, and we have generally not slowed down the process when it comes to being in the position to provide the charging infrastructure. All automotive OEMs, and especially electric school bus makers, however, seem to have been and remain particularly hard hit. We see it when we visit our partner's facility, and we hear it from them on our daily conversations. Related to this, just about one year ago, we announced our first V2G hub at the Blue Bird production facility in Fort Valley, Georgia. The plan calls for up to 200 V2G DC charging stations to charge and discharge Blue Bird electric buses coming off the production line. Given the significant shuffle in electric school bus production related to our expectations, there simply are no buses to go into those lots. As buses roll off the manufacturing line, they are typically straight off to their customer. We remain constructive about the long-term potential of this project and additional programs at Blue Bird, but given delays in bus rollout and overall environment where demand outstrips the supply of electric school buses and shifting priorities of the company, we are unable to predict the timing of getting our V2G hub up and running. In addition to supply chain issues, cost creep has been a real issue, with the price of a school bus climbing to well north of $400,000. In fact, we have even heard anecdotes of dealers attempting to transact at figures north of $500,000. For perspective, this compares to the mid-$300,000 range 1-2 years ago, an expectation that price tag would decline to below $300,000 by this point in the cycle. We remain confident that electric school bus adoption is coming and coming in a big way in the U.S. As such, we are dedicated to and as well positioned as ever with our V2G technology to play a key role in the multiyear rollout. When you layer in the recessionary state concerns on top of the factors just discussed, it is clear that the pace of electric school bus adoption is simply going to continue to move at a more sluggish pace than we had previously envisioned for the foreseeable future. Given this backdrop, we have been distinctly focused on diversifying our new terms focused towards markets that appear to be more nimble, which can move more quickly. Over the past several quarters, you have heard me speak about our pursuit of variety of use case and markets and partnership types. I feel particularly optimistic about a couple opportunities that appear to be evolving more quickly than the U.S. school bus market. This includes with large names in the international market where we already have long-standing presence. To briefly expand on these, one of these involves working with other charging station OEM to interface with their unidirectional infrastructure already in place to layer in our V2G platform. This sort of program can accelerate the growth of grid services or grid service revenue and can be a big asset to us since it is not reliant on large-scale hardware and vehicle rollout. The other opportunity is in the consumer space. We hope to have some exciting announcements in these end markets in the coming quarters that could add significantly to our megawatts under management, which David will speak more about. Given the macro and industry-specific challenges just laid out, as we remain focused on diversifying our business, we have implemented steps to reduce costs in order to maximize our liquidity. These steps include, one, electing to not restaff select open roles, which resulted in a decrease in headcount in the quarter, restructuring and better integrating Levo, shifting a greater portion of executive leadership compensation to equity, reducing legal expenses, and reducing the size of the board of directors. I'm happy to say that in the third quarter, we saw some of those early impacts on those decisions. In the third quarter, our operating expenses excluding cost of sales declined by $1.4 million- $8.9 million compared to $10.3 million in the second quarter. David will get into more detail on those results themselves, but first, let me briefly recap our major announcements in the third quarter 2022 and a few other recent developments. Accomplishment during the quarter included one, finalizing our partnership with San Diego Gas & Electric, SDG&E, to pair our V2G platform with their Emergency Load Reduction Program, or ELRP, and kicking off a pilot program with Cajon Valley Union School District in San Diego. Two, securing another critical energy company partnership, this one with Switch, to help school districts access available grant funding from both federal and state agencies. Three, enter into an MOU with the Maine Maritime Academy to collaborate on framework of V2G across maritime applications. We provided more color on each of these announcements during our August earnings call. Since then, in early October, we built on the momentum with SDG&E in Cajon Valley Union School District by announcing the deployment of eight V2G-enabled Blue Bird electric school buses in the San Diego County's Ramona Unified School District. Commissioning and interconnection activities were completed with SDG&E, and the buses are ready to produce valuable grid services revenue streams through the ELRP program. This program represents Blue Bird's largest commercial V2G project for our school district to date. On the Vistra partnership, we are already seeing its benefit. Vistra was actually instrumental in securing our EPA Clean School Bus Program wins in Texas across two school districts, including our largest win of all, representing 19 buses for the San Felipe Del Rio Consolidated Independent School District. In total, of the 61 buses we facilitated in securing funding, 22 were in Texas with Vistra's help. To wrap up, as California Governor Gavin Newsom said in September press conference on the climate-protecting legislation for the state, "Vehicle-to-grid capacity is a game changer." Our technology remains the best-in-class, and we continue to believe we are the go-to provider for those who are looking to maximize the benefits of electrification. We continue to evolve our platform through partnerships such as our JV with 2021.AI, which is allowing us to further improve forecasting capabilities, and through resource standardization via partnerships such as the one with Switch, both of which were discussed earlier this year. Market timing has not been on our side, but we are controlling what we can control and remain incredibly confident in and excited about the potential that lies ahead of Nuvve across an expanding set of markets. Finally, before turning to David, I spoke about our capital raise initiative last time, so I will not revisit our action or our rationale, but I have one point of clarification. Nuvve has not raised any funds since the registered direct offering announced in late July. However, we believe a large shareholder drastically reduced his position for fund-specific consideration during the past couple of months, which has put particular pressure on our shares during an already challenging time in the market. Again, unfortunate timing, but we must look ahead and focus on what is best for our business to manage the near term and build for the long term. With that, I will now turn the call over to David to discuss 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% margins reported over the past three quarters. The improvement was driven by a greater contribution from AC charger sales that 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%- 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, was $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 was $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 of 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, or RDO, 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- $11.8 million at the end of the third quarter from $10.8 million at the end of the second quarter 2022, driven by the receipt of additional DC charger inventory. 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. In the latter part of last year through this year, we purposely built up our inventory to ensure sufficient product on hand to meet customer demand given the industry-wide supply constraints and longer lead times required to receive product. 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- 16.3 at the end of the third quarter 2022 from 16.1 at the end of the second quarter. This was comprised of 8.2 MW from stationary batteries, 5.4 MW from AC chargers, and 2.7 MW 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-$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 10-12 years. As of September 30th, our hardware and services backlog was $4.2 million, up from $3.9 million on June 30th. 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. With that, let me turn it back to Gregory for some closing thoughts before we go to Q&A. Gregory, over to you. Thanks, David. To conclude, we're disappointed by the slowdown evident 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 remain exciting, and we look forward to continuing to evolve our business and updating you 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? Thank you. We will now begin the question-and-answer session. To ask a question, you may press star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. Our first question comes from Eric Stine with Craig-Hallum. Please go ahead. Hi, Gregory. Hi, David. Hi. Eric. Hey, so curious, commentary on the consumer space. You know, just looking for some more details there. You know, I also noticed recently, San Diego Gas & Electric program, GM's involved. I know this is a program, a DOE program that you're also involved in, so just a little more details on maybe how that flows into your consumer outlook. You've got different program, right? The ELRP, for example, which we have been doing with the school buses, it's an aggregation program, so really you can do it with any type of resources that are available. You can basically, you know, mix, for example, school buses with consumer vehicles that would be, you know, at somebody's house. The other piece is, you know, PG&E, for example, has announced V2G tariffs, which basically are, you know, cost of bringing kilowatt hour inside on the meter, but also the revenue you can generate by pushing kilowatt hour back to the grid, depending. Those will obviously depend on the moment. There are many programs now. As I 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, right? We've been doing V2G, doing frequency regulation in Denmark. We have done it in the Netherlands. We've also done quite a bit of distribution grid services in the U.K., and we see that, you know, across the different countries in Europe, where we can do business. A combination of, you know, for example, self-consumption with some type of market access. But obviously the best way to do those things is to partner with some OEMs that are gonna bring all their horsepower into that. Right. I mean, I would assume maybe when you're alluding to some announcements in this space here in the relative near term, I would assume that this is potentially what you are referring to. Yeah. I mean, clearly, that's not the only line of what I just described now. Gotcha. Okay, maybe just talk about the pipeline a little bit. You know, 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, you know, just trends you see here near term and in 2023. Yeah. I think, you know, if you look at our existing, you know, megawatts under management, you get a mix of things. You've got, you know, some light-duty vehicles that we had launched in Europe. You have some medium heavy-duty, like school buses, a combination of bi-directional implementation and some unidirectional implementation. You've got stationary storage. Those were kind of the three sets. The stationary storage, you know, this is UCSD or this is Japan. Now, the way we are also expanding now is, as I described earlier, one is with combining with companies that have infrastructure that's already out and scale that infrastructure, you know, think about, you know, high power charging stations, or bus depots, these type of implementation. Again, it's not just a U.S. vision here, it's a U.S.-Europe vision. Then the other piece is the consumer piece, where we'd be also adding those resources. We can do that because of how we've been integrating our platform with Astrea, our AI platform, in order to work on the forecasting and establishing the capacity that can be available through that. That's really the way we are expanding here is really leveraging partners that have infrastructure that is either already out or that they are rolling out right now. It's not that it's a new idea, it's just that people have to come to the realization that, hey, it's actually not that easy to do, and I'm better off working with Nuvve rather than trying to do it on my own and lose a lot more value. I think this is that mindset that is changing, that we see now, and that is putting us into that position of integrating our platform with those resources in order to accelerate the deployments. No, got it. Maybe, you know, I know in the past pipeline, I think you tagged it at around $225 million and given not necessarily a new focus but an expanded focus. Is there a way to quantify that pipeline and maybe how it's expanded as a result? Yeah, Eric, this is David. Yeah, we did it. We have given out that in the past, and I would say our pipeline is strong, if not stronger. Probably the timing is always difficult to predict. As Gregory spoke, you know, both in the deployment of hardware in North America and in grid services on top of that, and then in addition, where we're not deploying the hardware, we're going directly for existing hardware deploying our platform. 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 weeks. Let me add one more thing on this, right? What we've seen is that, you know, 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, which orders are gonna be placed over the next few months. With each of these buses, obviously, you're gonna need some infrastructure. We've done our own applications, which is tiny, right? 61 buses plus 28, so it's like 89 buses that we have on that. What we see is also a lot of people that are reaching out to us. You know, I mean, any number out of just the numbers we know are fairly big compared to what we've done so far, but any numbers on top of that makes 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, very solid pipeline that's gonna be firming up into backlog in Q4 and Q1. Okay, that's helpful. Maybe last one for me. Can you provide more color? You mentioned on the structuring of Levo. Would just love to hear more details. Yeah, you know, I mean, we all live in a world with constraints, right? When you have constraints, you look at what is the best use of all the resources that you have around you. You know, as you know, we are working with Levo and looking at now working on a few deployments with Levo so that they receive some more cycles available in the team. For example, Maggie, who is our Chief Commercial Officer at Levo, now has also stepped in to be, you know, in charge of all the sales. That's because, you know, she has the skill set, she has the vision, she understands how all those bits are coming together. Really, the Nuvve Levo, you know, value proposition is pretty close, right? Either it's Levo that's providing the financing or, you know, 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 the EVs. That's really what we've been doing, bringing more professionalism in different areas of the organization by leveraging the skill set of the four team member that we have in the Levo team, and that focus on the key aspect of what we are doing, the sales of the charging stations and the services, addressing all the revenue opportunity on the grid side, the procurement, strategic procurement and relationships with the OEM, as well as the project financing, which are the four core competencies that were associated with the four members that we've brought closer to Nuvve in this process. Eric, to add to that, we've reported it pretty much every quarter. We spend about $500,000-$600,000 supporting Levo. Like Gregory said, fantastic leadership on that team as well as resources. How do we leverage that within Nuvve? Because we're really one company, and 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. Okay. Thank you. Thanks, Eric. Again, if you'd like to ask a question, please press star then one at this time. Our next question comes from Brian Dobson with Chardan Capital Markets. Please go ahead. Hi. Thanks so much for taking my question. You know, given relative weakness in the school bus market, as you're looking forward, would you contemplate more software licensing deals like the one that you have with Wallbox, or other kind of charging providers? I mean, so, you know, our core business is really to provide the grid services because there is some complexity behind that, right? That is looking at also how we are sharing the revenue with our partners. Now the way this gets rolled out, you know, you call it the licensing or, you know, or service, you know, I think that can be very close. I mean, we are looking at all the opportunities to grow and accelerate the growth of our business. We think that the complexity of the grid participation, grid service participation, combined with the uncertainty associated with the vehicle requires quite a bit of our involvement at this point. Is that answering your question? Yes, it does. Thanks very much. Brian, one thing to add to that, and Gregory alluded to it earlier, which is, one, we've always, as we've gone into the North American market, we both deploy the hardware, and then on top of that comes grid services revenues. We're seeing more and more opportunities where customers are coming to us to utilize our platform, but as Gregory said, they have the hardware already. It's almost as if you've asked your question, which is you'll see, you know, more opportunities for us to deploy our platform faster with not necessarily having to deploy the hardware to go with it. That enables the ability to scale at a faster pace. Thanks very much. This concludes our question and answer session. I would like to turn the conference back over to Gregory for any closing remarks. Great. I wanna thank everybody, and we are looking forward to sharing more of the progress that we are making in these other areas, in 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. There's another $4 billion that's gonna be rolled out over the next three or four years, and that just give us an idea of the scale of the business opportunity in that category. I wanna thank everybody, and looking forward to sharing more with you. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.