Item 1.02. Termination of a Material Definitive Agreement
As previously announced on August 4, 2021, Nuvve Holding Corp. (the "Company") formed a joint venture, Levo Mobility LLC ("Levo," and such joint venture, the "Levo Joint Venture"), with Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve," and together with Stonepeak, the "Investors").
In connection with the Levo Joint Venture, on August 4, 2021 (the "Joint Venture Date"), the Company's wholly owned operating subsidiary, Nuvve Corporation ("Nuvve"), and the Investors entered into an Amended and Restated Limited Liability Company Agreement for Levo (the "Levo LLCA").
On October 15, 2024 (the "Closing Date" or "Closing"), Nuvve, Stonepeak, and Evolve entered into a Limited Liability Company Interest Sale Agreement (the "Sale Agreement"), pursuant to which Stonepeak and Evolve sold their combined 49% membership interest in Levo to Nuvve for a de minimisprice.
As a result of the Closing, Nuvve became the 100% owner of Levo. The Sale Agreement contains customary representations, warranties, and covenants.