Evolve Announces Agreement with Nuvve and Stonepeak to Pursue a $750 million Joint Venture, “Levo,” to Deploy Turnkey Electric Vehicle Charging and Transportation-as-a-Service for School Buses and other Commercial Fleets - Seite 2

Today, approximately 95% of school buses are fueled by diesel, but making the switch to electricity is often a challenge due to high upfront capital costs and the complexity of deploying and managing electric charging infrastructure. Levo plans to address these obstacles through flexible options including a fully financed offering that covers the upfront costs of electric buses coupled with a complete charging solution powered by Nuvve’s V2G technology. Levo’s customers would sign contracts for their electric fleets, regardless of size, that would provide for predictable and known budget savings.

LEVO JOINT VENTURE DETAILS

Pursuant to the Agreement, Nuvve, Stonepeak, and Evolve agree to negotiate in good faith to finalize the definitive agreements for the formation of Levo within 90 days (the “Closing”). Upon Closing, Stonepeak and Evolve will fund Levo’s acquisition and development of agreed assets and infrastructure up to an aggregate capital commitment of $750 million, with such capital commitment expected to be funded 90% by Stonepeak and 10% by Evolve. Stonepeak and Evolve would be granted the ability to upsize their capital commitments upon deployment of the initial $750 million. There can be no assurance that the parties will enter into definitive agreements for the joint venture on the terms described in this press release or at all.

In connection with the Agreement, Nuvve, Stonepeak and Evolve also entered into a Securities Purchase Agreement (“SPA”), and a Registration Rights Agreement, each dated as of the date hereof. In addition, Stonepeak received warrants to purchase an aggregate of 5.4 million shares of Nuvve common stock and Evolve received warrants to purchase an aggregate of 600,000 shares of Nuvve common stock (collectively, the “Warrants”). Vesting of certain of the Warrants is conditioned upon Levo deploying varying aggregate amounts of capital over time.   

In connection with the Agreement, Nuvve also granted Stonepeak and Evolve an option to purchase in aggregate 5 million Nuvve shares of common stock at $50 per share.

Nuvve will seek shareholder approval for the issuance of shares of common stock pursuant to the Warrants and SPA to the extent required by Nasdaq rules.

Definitive agreements for the joint venture are expected to be signed and the Closing is expected to occur prior to the end of July 2021. Kirkland & Ellis LLP served as legal advisor to Stonepeak, and Coho Strategies and Emergent Strategic Partners provided commercial diligence and strategic planning, DNV served as technical advisor, and KPMG provided financial diligence support to Stonepeak. Mintz, Levin, Cohn, Ferris Glovsky and Popeo, P.C., and Graubard Miller served as legal advisors to Nuvve. Sidley Austin LLP and Hunton Andrews Kurth LLP served as legal advisors to Evolve.