Nuvve Holding Corp.
08/22/2024 | Press release | Distributed by Public on 08/22/2024 15:20
Material Agreement Form 8 K
Item 1.01. Entry Into a Material Definitive Agreement.
On August 16, 2024, Nuvve Holding Corp., a Delaware corporation (the "Company"), Nuvve CPO Inc., a wholly-owned subsidiary of the Company ("Nuvve CPO"), and WISE EV-LLC ("Wise"), entered into the definitive agreements described below in connection with the formation of Deep Impact 1 LLC, a Delaware limited liability company (the "SPV") in which the Company will hold a 51% equity interest by way of Nuvve CPO and in which Wise will hold a 49% equity interest. SPV is an entity formed for the principal purpose of operation, installation, maintenance of electric vehicle chargers and other related activities and services created as a joint venture between the Company, Nuvve CPO and Wise.
In connection with the SPV, Nuvve CPO, Wise and SPV entered into a Contribution and Unit Purchase Agreement (the "Contribution Agreement"), pursuant to which Nuvve CPO and Wise agreed to contribute $51 and $49, respectively to the SPV, and to provide certain services pursuant to separate services agreements to SPV. For such contributions and the services, Nuvve CPO received 51 membership units in SPV, equal to a 51% equity interest, and Wise received 49 membership units in SPV, equal to a 49% equity interest.
In connection with the formation of the SPV, the SPV expects to incur project costs of approximately $1.5 million and anticipates receiving grant subsidies established to accelerate the adoption of electric vehicles which will support the costs required for the project. In addition, the SPV expects to issue promissory notes (each a "Promissory Note") to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively (the "Investors"), to further support project costs in exchange for their investment into the SPV.
The Promissory Notes will have a term of three years and bear interest at a rate of 17.5% per annum. The Promissory Notes shall further provide that upon certain events of default, the holders shall have the option to convert the outstanding amounts on such notes for an aggregate of 101 membership units in SPV, allocated pro rata to such holder's share of the aggregate outstanding principal amount under the Promissory Notes. Additionally, pursuant to the SPV governance documents, the Investors will be entitled to a share of the SPV's 25% of the operating cash flows in addition to the interest amounts payable under the Promissory Notes.
The foregoing summary of the Contribution Agreement and the Promissory Notes and the transactions contemplated thereby does not purport to be a complete description of all the parties' rights and obligations under the Contribution Agreement and the Promissory Notes and are qualified in their entirety by reference to the Contribution Agreement and the form of Promissory Note, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2024.