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| LEI | 5299004MEFX6GLLWU560 |
| CIK | 1836875 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nuvve Holding Corp. - Equity Warrant
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| May 26, 2026 |
Nuvve Announces Receipt of Nasdaq Notice on Late Filing of Its Form 10-Q Exhibit 99.1 Nuvve Announces Receipt of Nasdaq Notice on Late Filing of Its Form 10-Q SAN DIEGO – (MAY 22, 2026) Nuvve Holding Corp. (“Nuvve”) (Nasdaq:NVVE), a global leader in advanced energy storage, grid modernization solutions and vehicle-to-grid (V2G) technology, today announced that it received written notice (the “Notice”) on May 22, 2026 from the Listing Qualifications Department of The Na |
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| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2026 NUVVE HOLDING CORP. |
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| May 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2026 NUVVE HOLDING CORP. |
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| May 15, 2026 |
Nuvve Announces Postponement of First Quarter Ended March 31, 2026, Financial Update Exhibit 99.1 Nuvve Announces Postponement of First Quarter Ended March 31, 2026, Financial Update SAN DIEGO – (MAY 15, 2026) Nuvve Holding Corp. (“Nuvve”) (Nasdaq:NVVE), a global leader in advanced energy storage, grid modernization solutions and vehicle-to-grid (V2G) technology, today announced that it will postpone its previously scheduled earnings press release and conference call for the quart |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40296 CUSIP Number 67079Y407 NOTIFICATION OF LATE FILING (Check one) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o |
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| May 13, 2026 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUVVE HOLDING CORP. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 13, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF Nuvve Holding Corp. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock (the “Amendment”) is dated as of [ ], 2026. WHEREAS, the b |
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| May 13, 2026 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 12, 2026, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each of the several investors signatory hereto (each such investor, an “Investor” and, collectively, the “Investors”). This Agreement is made pursuant to the Securities Exchange and Omn |
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| May 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2026 NUVVE HOLDING CORP. |
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| May 13, 2026 |
SECURITIES EXCHANGE AND OMNIBUS AMENDMENT AGREEMENT Exhibit 10.1 SECURITIES EXCHANGE AND OMNIBUS AMENDMENT AGREEMENT This SECURITIES EXCHANGE AND OMNIBUS AMENDMENT AGREEMENT (this “Agreement”) is made effective as of May 12, 2026, by and between Nuvve Holding Corp. (the “Company”) and the investors listed on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). RECITALS WHEREAS, the Company is party to that certain Common S |
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| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 NUVVE HOLDING CORP. |
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| April 6, 2026 |
NUVVE HOLDING CORP. 2488 Historic Decatur Road, Suite 200 San Diego, California 92106 , 2026 Dear Holder: We refer to that certain Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on December 30, 2025 (the “Certificate of Designation”) by Nuvve Holding Corp., a Delaware corporation ( |
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| April 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2026 NUVVE HOLDING CORP. |
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| March 31, 2026 |
Nuvve Holding Corp. – List of Subsidiaries Nuvve Holding Corp. – List of Subsidiaries Nuvve Corporation Nuvve CPO Inc. Nuvve Denmark ApS Nuvve KK Nuvve Ltd Nuvve SaS Nuvve Japan Corporation Nuvve New Mexico Hype Strategy LLC |
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| March 31, 2026 |
Exhibit 99.1 Nuvve Provides Fourth Quarter and Full Year 2025 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, CA - March 31, 2026 — Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a global leader in advanced energy storage, grid modernization solutions and vehicle-to-grid (V2G) technology, today provided a fourth quarter and full-year 2025 fin |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOLDING |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2026 NUVVE HOLDING CORP. |
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| March 25, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 22, 2026 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and DAVID ROBSON (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Amended and Restated Emp |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2026 NUVVE HOLDING CORP. |
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| March 6, 2026 |
Exhibit 10.2 March 6th, 2026 Aggregation Service Agreement For Battery Energy Storage System (BESS) between Oelion AB as Developer and Nuvve Holding Corp. as Service Provider and OMNIA Group Holdings AG as Guarantor Contents CLAUSE PAGE Aggregation SERVICE AGREEMENT FOR BATTERY ENERGY STORAGE SYSTEM (BESS) 2 1. Defined Terms and Abbreviations 2 2. Scope of Services 4 3. Software and Platform 5 4. |
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| March 6, 2026 |
Exhibit 10.3 March 6th, 2026 Service Agreement For Engineering and Managerial Consulting Services between Oelion AB as Developer and Nuvve Holding Corp. as Service Provider and OMNIA Group Holdings AG as Guarantor Contents CLAUSE PAGE SERVICE AGREEMENT FOR ENGINEERING AND MANAGERIAL CONSULTING SERVICE 2 1. Defined Terms and Abbreviations 2 2. Scope of Services 3 3. Service Fees and Payment Terms 5 |
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| March 6, 2026 |
Exhibit 99.1 Nuvve Partners with OMNIA Global to Address 1GW Development Pipeline with First 50MW/75MWh Battery Energy Storage System in Sweden Partnership Opens New Revenue Market SAN DIEGO & ZÜRICH-(BUSINESS WIRE)-Nuvve Holding Corp. (Nasdaq: NVVE), a global leader in advanced energy storage and grid modernization solutions, today announced it is partnering with OMNIA Global to jointly address a |
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| March 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2026 NUVVE HOLDING CORP. |
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| March 6, 2026 |
Exhibit 10.1 March 6th, 2026 cooperation agreement between OMNIA Group Holdings AG and Oelion AB and Nuvve Holding Corp. TABLE OF CONTENTS Section PAGE 1. Defined Terms 2 2. Right of First Refusal 4 3. Exclusivity for Services 5 4. Service Agreement Obligation 6 5. Option Right to Enter into Aggregation service Agreement 6 6. Option Right to Acquire Marviken Assets 7 7. Written Notices 19 8. Gener |
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| February 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2026 NUVVE HOLDING CORP. |
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| January 21, 2026 |
Nuvve Holding Corp. 42,401,643 Shares of Common Stock by Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-292624 Prospectus Nuvve Holding Corp. 42,401,643 Shares of Common Stock by Selling Stockholders This prospectus relates to the offering from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to an aggregate 42,401,643 shares of our common stock, par value $0.0001 per share (the “Common Stock”), |
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| January 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2026 NUVVE HOLDING CORP. |
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| January 9, 2026 |
As filed with the Securities and Exchange Commission on January 8, 2026 As filed with the Securities and Exchange Commission on January 8, 2026 Registration No. |
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| January 9, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Nuvve Holding Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0. |
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| January 8, 2026 |
Exhibit 99.1 Nuvve Announces Regains Compliance with the Nasdaq Minimum Bid Price Rule and the Minimum Stockholders’ Equity Rule SAN DIEGO – January 8, 2026 /PRNewswire/ — Nuvve Holding Corp. (Nasdaq: NVVE) (“Nuvve” or the “Company”), an energy technology company that powers the future of flexible energy by turning batteries, electric vehicles (EV), buildings, and distributed assets into dynamic g |
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| January 8, 2026 |
Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 January 8, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Nuvve Holding Corp. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-289632 Ladies and Gentlemen: Reference is made to the Registration Statement |
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| January 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 6, 2026 NUVVE HOLDING CORP. |
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| December 31, 2025 |
Exhibit 3.1 NUVVE HOLDING CORP. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Gregory Poilasne and David Robson, do hereby certify that: 1. They are the Chief Executive Officer and Secretary, respectively, of Nuvve Holding Corp., a Delaware corporation (the “ |
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| December 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2025 NUVVE HOLDING CORP. |
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| December 31, 2025 |
Nuvve Announces Closing of Private Placement Series A Preferred Stock and Warrants Exhibit 99.1 Nuvve Announces Closing of Private Placement Series A Preferred Stock and Warrants SAN DIEGO, December 31, 2025 /PRNewswire/— Nuvve Holding Corp. (“Nuvve” or the “Company”) (Nasdaq: NVVE), a global leader in distributed grid assets management and vehicle-to-grid (V2G) technology, today announced the closing of its previously announced private placement (“Private Placement”) of shares |
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| December 31, 2025 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVVE HOLDING CORP. Nuvve Holding Corp. (the “Corporation”), a corporation existing under and by virtue of General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The name of the Corporation is Nuvve Holding Corp. 2. The Corporation’s Certificate of Incorporation |
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| December 23, 2025 |
Nuvve Holding Corp. Form of Warrant To Purchase Shares Of Common Stock Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI |
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| December 23, 2025 |
NUVVE HOLDING CORP. Form of Senior Convertible Note Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| December 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2025 NUVVE HOLDING CORP. |
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| December 18, 2025 |
Nuvve Releases Letter to Stockholders, Expands Strategic Focus to Energy Storage and Grid Support to Drive Near-Term Growth SAN DIEGO—December 18, 2025—Nuvve Holding Corp. |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2025 NUVVE HOLDING CORP. |
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| December 18, 2025 |
December 18, 2025 Dear Fellow Shareholders, As we are now finalizing our pivot to meet larger demands and needs, and we are pleased to provide greater clarity on Nuvve’s path forward. |
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| December 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2025 NUVVE HOLDING CORP. |
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| December 11, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVVE HOLDING CORP. Nuvve Holding Corp. (the “Corporation”), a corporation existing under and by virtue of General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The name of the Corporation is Nuvve Holding Corp. 2. The Corporation’s Certificate of Incorporation |
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| December 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2025 NUVVE HOLDING CORP. |
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| December 10, 2025 |
NUVVE ANNOUNCES 1-FOR-40 REVERSE STOCK SPLIT NUVVE ANNOUNCES 1-FOR-40 REVERSE STOCK SPLIT SAN DIEGO, December 10, 2025 /PRNewswire/— Nuvve Holding Corp. |
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| December 3, 2025 |
As filed with the Securities and Exchange Commission on December 3, 2025 As filed with the Securities and Exchange Commission on December 3, 2025 Registration No. |
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| December 3, 2025 |
CALCULATION OF FILING FEE TABLES Nuvve Holding Corp. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Nuvve Holding Corp. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per share (1) Other 7,418,592 $ 0.19 $ 1,409,532.48 0.0001381 |
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| December 1, 2025 |
COMMON SHARES PURCHASE AGREEMENT Exhibit 10.3 COMMON SHARES PURCHASE AGREEMENT This COMMON SHARES PURCHASE AGREEMENT is made and entered into as of December 1, 2025 (this “Agreement”), by and between Five Narrow Lane, L.P., a Delaware limited partnership and/or its assignee and Hailstone Peak Funding LLC, a Delaware limited liability company and/or its assignee (each an “Investor” and together, the “Investors”), and Nuvve Holding |
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| December 1, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 14, 2025, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| December 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| December 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2025 NUVVE HOLDING CORP. |
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| November 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2025 NUVVE HOLDING CORP. |
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| November 21, 2025 |
NUVVE HOLDING CORP. Form of Senior Convertible Note Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| November 21, 2025 |
Nuvve Holding Corp. Form of Warrant To Purchase Shares Of Common Stock Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI |
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| November 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 14, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 14, 2025, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| November 14, 2025 |
Exhibit 3.1 Nuvve Holdings Corp. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF Series A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW The undersigned, Gregory Poilasne and David Robson, do hereby certify that: 1. They are the Chief Executive Officer and Secretary, respectively, of Nuvve Holdings Corp., a Delaware corporation (the |
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| November 14, 2025 |
COMMON SHARES PURCHASE AGREEMENT Exhibit 10.3 COMMON SHARES PURCHASE AGREEMENT This COMMON SHARES PURCHASE AGREEMENT is made and entered into as of November [ ], 2025 (this “Agreement”), by and between [ ], a Delaware limited partnership and/or its assignee (the “Investor”), and Nuvve Holding Corp., a Delaware corporation (the “Company”). RECITALS WHEREAS, the parties desire that, upon the terms and subject to the conditions and |
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| November 14, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 14, 2025, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2025 NUVVE HOLDING CORP. |
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| November 14, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 14, 2025 |
COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2025 NUVVE HOLDING CORP. |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE |
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| November 13, 2025 |
Exhibit 99.1 Nuvve Provides Third Quarter 2025 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, November 13, 2025 /PRNewswire/— Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric ve |
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| October 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2025 NUVVE HOLDING CORP. |
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| October 14, 2025 |
Software cross-license agreement Exhibit 10.2 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Software cross-license agreement BETWEEN Nuvve Holding Corp. (“Nuvve”) AND Dreev SAS (“Dreev”) in the presence of EDF Développement Environnement SA (“EDF”) Dated 8 Octo |
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| October 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2025 NUVVE HOLDING CORP. |
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| October 14, 2025 |
Patents assignment and IPR license agreement Exhibit 10.3 Patents assignment and IPR license agreement BETWEEN Nuvve Holding Corp. (“Nuvve”) AND Dreev SAS (“Dreev”) in the presence of EDF Développement Environnement SA (“EDF”) 8 October 2025 4929-5608-4338.1 This Patents assignment and IPR license agreement (hereafter the “Agreement”) is entered into between: DREEV SAS, a French société par actions simplifiée, with registered office located |
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| October 14, 2025 |
Exhibit 10.1 SHARE PURCHASE AGREEMENT BETWEEN Nuvve Holding Corp. (“Nuvve”) AND EDF Développement Environnement SA (“EDF”) in the presence of Dreev SAS (“Dreev”) Dated 8 October 2025 4917-6516-4146.1 TABLE OF CONTENTS Page 1. DEFINITIONS - INTERPRETATION Page 4 on 1.1 Definitions Page 4 on 1.2 Interpretation Page 6 on 2. BUYING AND SELLING SHARES Page 6 on 3. PRICE Page 7 on 3.1 Sale Price Page 7 |
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| October 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2025 NUVVE HOLDING CORP. |
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| September 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2025 NUVVE HOLDING CORP. |
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| September 30, 2025 |
RECEIVABLE ASSIGNMENT AGREEMENT Exhibit 10.1 RECEIVABLE ASSIGNMENT AGREEMENT This RECEIVABLE ASSIGNMENT AGREEMENT (the “Agreement”) is made and entered into effective as of September 24, 2025 (the “Effective Date”) by and among Nuvve Holding Corp., a Delaware corporation (the “Assignor”), and Gregory Poilasne and David Robson (each an “Assignee” and together, the “Assignees”). The Assignor and the Assignees are collectively refe |
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| September 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def |
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| September 16, 2025 |
NUVVE HOLDING CORP. Senior Convertible Note Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| September 16, 2025 |
Nuvve Holding Corp. Warrant To Purchase Shares Of Common Stock Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI |
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| September 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 10, 2025 NUVVE HOLDING CORP. |
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| September 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2025 NUVVE HOLDING CORP. |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2025 NUVVE HOLDING CORP. |
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| August 25, 2025 |
NUVVE HOLDING CORP. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN Amended and Restated by the Board: March 23, 2023 Approved by the Stockholders: June 2, 2023 Amended by the Board: April 24, 2025 Approved by the Stockholders: August 22, 2025 Section 1. Purpose; Definitions. 1.1. Purpose. The purpose of the Plan is to enable the Company to offer to employees, officers, and directors of, and consu |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2025 NUVVE HOLDING CORP. |
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| August 15, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Nuvve Holding Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0. |
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| August 15, 2025 |
As filed with the Securities and Exchange Commission on August 15, 2025 As filed with the Securities and Exchange Commission on August 15, 2025 Registration No. |
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| August 14, 2025 |
Exhibit 99.1 Nuvve Provides Second Quarter 2025 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, August 14, 2025 /PRNewswire/— Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric veh |
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| August 14, 2025 |
signedexe20250331-67eae7 Agreement for the Purchase and Sale of Future Receipts Seller's Legal Name: D/B/A: Form of Business Entity: [ ] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ] Other: Agreed to by: (Signature), its Authorized Representative (Title) Name: Agreed to by: Authorized Representative (Title)(Signature), its Name: Buyer: Agile Capital Funding Agreed to by: (Signature), its (Title) Initials: 1 Agile Capital Funding Primary Contact: Title: Owner Time in Business: Federal Tax ID: Purchase Price: Purchased Amount: Average Projected Monthly Sales: NUVVE HOLDING CORP. |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 NUVVE HOLDING CORP. |
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| August 14, 2025 |
Form of Fermata Energy II, LLC Convertible Note, dated April 23, 2025 THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). |
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| August 14, 2025 |
Amended and Restated Certificate of Incorporatio AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NB MERGER CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law NB Merger Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1.The name of the Corporation is “NB Merger Corp.” 2.The Corporation’s Certificate of Incorporati |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOLD |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2025 NUVVE HOLDING CORP. |
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| July 23, 2025 |
Exhibit 10.1 ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective July 20, 2025 (the “Effective Date”), is entered into by and between Nuvve Holding Corp. (the “Client”), and DeFi Technologies, Inc. (the “Asset Manager”). WHEREAS, the Client wishes to appoint the Asset Manager to manage certain assets of the Client; and WHEREAS, the Asset Manager wishes to be ap |
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| July 15, 2025 |
Exhibit 99.2 Nuvve Holding Corp. Announces Pricing of Public Offering of Common Stock to Launch HYPE Treasury Strategy SAN DIEGO, July 11, 2025 — Nuvve Holding Corp. (Nasdaq: NVVE) (the “Company” or “Nuvve”) a global leader in vehicle-to-grid (V2G) technology and grid modernization, today announced the pricing of its previously announced underwritten public offering of 5,029,403 shares of its comm |
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| July 15, 2025 |
Form of Representative’s Warrant Exhibit 4.2 REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANT NUVVE HOLDING CORP. Warrant Shares: Initial Exercise Date: July [ ], 2025 THIS REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, the date hereof (the |
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| July 15, 2025 |
Nuvve Holding Corp. Announces Proposed Public Offering of Common Stock Exhibit 99.1 Nuvve Holding Corp. Announces Proposed Public Offering of Common Stock SAN DIEGO, July 10, 2025 — Nuvve Holding Corp. (Nasdaq: NVVE) (the “Company” or “Nuvve”) a global leader in vehicle-to-grid (V2G) technology and grid modernization, today announced that it is commencing an underwritten public offering of shares of its common stock (or common stock equivalents). The offering is subj |
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| July 15, 2025 |
Exhibit 1.1 3,044,463 SHARES of Common Stock and 1,984,940 Warrants of NUVVE HOLDING CORP. UNDERWRITING AGREEMENT July 11, 2025 Lucid Capital Markets, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Lucid Capital Markets, LLC 570 Lexington Avenue, 40th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned, Nuvve Holding Corp., a company |
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| July 15, 2025 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUVVE HOLDING CORP. Warrant Shares: Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 NUVVE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-40296 86-1617000 (State or other jurisdiction of incorporation) (Commission File |
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| July 14, 2025 |
Filed pursuant to Rule 424(b)(5) Registration No. 333-288394 PROSPECTUS SUPPLEMENT (to Prospectus dated July 7, 2025) 3,044,463 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,984,940 Shares of Common Stock Nuvve Holding Corp. We are offering 3,044,463 shares of our common stock, par value $0.0001 per share, pursuant to this prospectus supplement and accompanying prospectus and, in li |
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| July 10, 2025 |
SUBJECT TO COMPLETION, DATED JULY 10, 2025 Filed pursuant to Rule 424(b)(5) Registration No. 333-288394 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities a |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 3, 2025 |
Employment Agreement, by and between Nuvve New Mexico, LLC and Ted Smith, dated June 27, 2025 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of June 27, 2025 (this “Agreement”), is made by and between NUVVE NEW MEXICO, LLC, a New Mexico limited liability company (together with its successors and assigns, the “Company”), and TED SMITH (the “Executive”). |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 NUVVE HOLDING CORP. |
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| July 2, 2025 |
July 2, 2025 Gregory Poilasne Chief Executive Officer Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 Re: Nuvve Holding Corp. Registration Statement on Form S-3 Filed June 27, 2025 File No. 333-288394 Dear Gregory Poilasne: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regardi |
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| July 2, 2025 |
Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 July 2, 2025 Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 July 2, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue Re: Nuvve Holding Corp. Registration Statement on Form S-3 File No. 333-288394 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as |
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| June 27, 2025 |
As filed with the Securities and Exchange Commission on June 27, 2025 As filed with the Securities and Exchange Commission on June 27, 2025 Registration No. |
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| June 27, 2025 |
Exhibit 4.5 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVVE HOLDING CORP. Nuvve Holding Corp. (the “Corporation”), a corporation existing under and by virtue of General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: The name of the Corporation is Nuvve Holding Corp. The Corporation’s Certificate of Incorporation was or |
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| June 27, 2025 |
Exhibit 4.6 NUVVE HOLDING CORP. INDENTURE Dated as of , 20 [], As Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 Definitions 1 1.2 Other Definitions 3 1.3 Incorporation by Reference of Trust Indenture Act 4 1.4 Rules of Construction 4 ARTICLE II THE SECURITIES 4 2.1 Issuable in Series 4 2.2 Establishment of Terms of Series of Securities 4 2.3 Execution an |
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| June 27, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Nuvve Holding Corp. |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2025 NUVVE HOLDING CORP. |
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| June 24, 2025 |
Nuvve Holding Corp. Up to 18,782,828 Shares of Common Stock by Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-287883 Prospectus Nuvve Holding Corp. Up to 18,782,828 Shares of Common Stock by Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholders”) of up to 18,782 |
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| June 20, 2025 |
Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 June 20, 2025 Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 June 20, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Sarah Sidwell Re: Nuvve Holding Corp. Registration Statement on Form S-1 File No. 333-287883 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, |
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| June 18, 2025 |
As filed with the Securities and Exchange Commission on June 18, 2025 As filed with the Securities and Exchange Commission on June 18, 2025 Registration No. |
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| June 17, 2025 |
June 17, 2025 Gregory Poilasne Chief Executive Officer Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, CA 92106 Re: Nuvve Holding Corp. Registration Statement on Form S-1 Filed on June 9, 2025 File No. 333-287883 Dear Gregory Poilasne: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding re |
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| June 9, 2025 |
List of Subsidiaries of Nuvve Holding Corp Exhibit 21.1 Nuvve Holding Corp. List of Subsidiaries Nuvve Corporation, a Delaware corporation Nuvve KK, a company registered in Japan Nuvve of Pennsylvania LLC, a Pennsylvania limited liability company Nuvve Denmark ApS, a company registered in Denmark Nuvve Ltd., a company registered in the United Kingdom Nuvve CPO, Inc., a Delaware corporation Deep Impact 1, LLC, a Delaware limited liability c |
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| June 9, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holding Corp. |
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| June 9, 2025 |
As filed with the Securities and Exchange Commission on June 9, 2025 As filed with the Securities and Exchange Commission on June 9, 2025 Registration No. |
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| June 5, 2025 |
Form of Additional Warrant, dated May 30, 2025 Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2025 NUVVE HOLDING CORP. |
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| June 5, 2025 |
Form of Additional Convertible Note, dated May 30, 2025 Exhibit 4.1 FORM OF SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT |
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| June 2, 2025 |
Nuvve Holding Corp. Up to 1,014,538 Shares of Common Stock by Selling Stockholder Filed Pursuant to Rule 424(b)(3) Registration No. 333-284988 Prospectus Nuvve Holding Corp. Up to 1,014,538 Shares of Common Stock by Selling Stockholder This prospectus relates to the resale from time to time by the selling stockholder named in this prospectus (including its permitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholder”) of up to 1,014,538 sh |
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| May 22, 2025 |
Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 May 22, 2025 Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 May 22, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue Re: Nuvve Holding Corp. Registration Statement on Form S-3 File No. 333-284988 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as |
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| May 22, 2025 |
Form of Consulting Agreement, dated May 18, 2025 Exhibit 10.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the “Agreement”) is made effective as May 18, 2025 (the “Effective Date”), by and between Nuvve Holdings Corp., a Delaware corporation with its principal place of business at 2488 Historic Decatur Road, Suite 230, San Diego, CA 92106 (the “Company”), and [],with its principal place of business located at [] (the “Consul |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2025 NUVVE HOLDING CORP. |
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| May 22, 2025 |
Form of Warrant, dated May 18, 2025. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 NUVVE HOLDING CORP. |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOL |
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| May 15, 2025 |
Exhibit 10.10 Execution Version ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) dated as of April 25, 2025 is entered into by and among Fermata Energy LLC, a Delaware limited liability company (“Seller”), Fermata Energy II, LLC, a Delaware limited liability company (“Buyer”) and Nuvve Holding Corp., a Delaware corporation (“Parent”). Capitalized terms used in this Agreeme |
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| May 15, 2025 |
Nuvve Holding Corp. Up to 18,573,650 Shares of Common Stock by Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-286407 Prospectus Nuvve Holding Corp. Up to 18,573,650 Shares of Common Stock by Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholders”) of up to 18,573 |
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| May 15, 2025 |
Exhibit 99.1 Nuvve Provides First Quarter 2025 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, May 15, 2025 /PRNewswire/— Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle |
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| May 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Nuvve Holding Corp. |
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| May 14, 2025 |
As filed with the Securities and Exchange Commission on May 14, 2025 As filed with the Securities and Exchange Commission on May 14, 2025 Registration No. |
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| May 13, 2025 |
Exhibit 99.1 Nuvve Holding Corp. Names James Altucher to Board of Directors Altucher brings deep expertise in cryptocurrencies, entrepreneurship, and investing to support Nuvve’s expansion into digital assets and blockchain strategy SAN DIEGO– May 13, 2025 – Nuvve Holding Corp. (NASDAQ: NVVE), a global leader in vehicle-to-grid (V2G) technology and grid modernization, today announced the appointme |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2025 NUVVE HOLDING CORP. |
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| May 9, 2025 |
Nuvve Engages Crypto Venture Group to Accelerate Digital Asset Strategy New portfolio committee will be led by experts in technology, crypto, and fintech SAN DIEGO– May 9, 2025 – Nuvve Holding Corp. |
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| May 9, 2025 |
Form of Consulting Agreement, dated May 7, 2025 Exhibit 10.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the “Agreement”) is made effective as May 7, 2025 (the “Effective Date”), by and between Nuvve Holdings Corp., a Delaware corporation with its principal place of business at 2488 Historic Decatur Road, Suite 230, San Diego, CA 92106 (the “Company”), and [],with its] principal place of business located at [] (the “Consul |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2025 NUVVE HOLDING CORP. |
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| May 9, 2025 |
Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 May 9, 2025 Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 May 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Eranga Dias Re: Nuvve Holding Corp. Registration Statement on Form S-1 File No. 333-286407 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as a |
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| May 9, 2025 |
Exhibit 10.2 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the “Agreement”) is made effective as June 7, 2024 (the “Effective Date”), by and between Nuvve Holdings Corp., a Delaware corporation with its principal place of business at 2488 Historic Decatur Road, Suite 200, San Diego, CA 92106 (the “Company”), and Bristol Capital, LLC, a Delaware limited liability company with it |
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| May 9, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 30, 2025 |
April 30, 2025 Alan A. Lanis, Jr. direct dial: 310.442.8828 [email protected] Office of Manufacturing Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Attn: Eranga Dias and Jay Ingram Re: Nuvve Holding Corp. Registration Statement on Form S-1 Filed April 7, 2025 File No. 333-286407 Ladies and Gentlemen: On behalf of Nuvve Holding Corp. (the “Company”), we |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 NUVVE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-40296 86-1617000 (State or other jurisdiction of incorporation) (Commission File |
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| April 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holding Corp. |
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| April 30, 2025 |
Form of Additional Warrant, issued April 28, 2025 Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI |
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| April 30, 2025 |
As filed with the Securities and Exchange Commission on April 30, 2025 As filed with the Securities and Exchange Commission on April 30, 2025 Registration No. |
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| April 30, 2025 |
Form of Additional Convertible Note, issued April 28, 2025 Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2025 NUVVE HOLDING CORP. |
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| April 29, 2025 |
Exhibit 99.1 Nuvve Expands IP, Revenue, and Market Reach with Strategic Assets Acquisition of Fermata Energy Acquisition unites two of the most advanced V2G innovators, enhancing IP, expanding customer reach, and accelerating revenue growth. San Diego, CA – April 29, 2025 – Nuvve Holding Corp. (Nasdaq: NVVE), a global leader in vehicle-to-grid (V2G) technology and grid modernization, today announc |
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| April 28, 2025 |
Nuvve Launches New Subsidiary to Capitalize on Cryptocurrency and Blockchain Opportunities Exhibit 99.1 Nuvve Launches New Subsidiary to Capitalize on Cryptocurrency and Blockchain Opportunities San Diego, Calif. – April 28, 2025 – Nuvve Holding Corp. (NASDAQ: NVVE),a leader in grid modernization and vehicle-to-grid (V2G) technology, today announced a new wholly owned subsidiary dedicated to building a cryptocurrency digital treasury along with cash flowing blockchain opportunities as p |
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| April 28, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2025 NUVVE HOLDING CORP. |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2025 NUVVE HOLDING CORP. |
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| April 18, 2025 |
April 18, 2025 Gregory Poilasne Chief Executive Officer Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, CA 92106 Re: Nuvve Holding Corp. Registration Statement on Form S-1 Filed April 7, 2025 File No. 333-286407 Dear Gregory Poilasne: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending y |
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| April 16, 2025 |
Form of Amended and Restated Convertible Note, originally issued October 31, 2024 FORM OF AMENDED AND RESTATED SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| April 16, 2025 |
Form of Amended and Restated Convertible Note, originally issued March 5, 2025 FORM OF AMENDED AND RESTATED SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| April 16, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2025 NUVVE HOLDING CORP. |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2025 NUVVE HOLDING CORP. |
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| April 7, 2025 |
As filed with the Securities and Exchange Commission on April 4, 2025 As filed with the Securities and Exchange Commission on April 4, 2025 Registration No. |
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| April 7, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2025 NUVVE HOLDING CORP. |
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| April 7, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holding Corp. |
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| March 31, 2025 |
Exhibit 10.42 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 31, 2025, is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and GREGORY POILASNE (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Amended and Restated Employment Agreement |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOLDING |
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| March 31, 2025 |
Insider Trading Policy and Procedures Adopted March 22, 2021 INSIDER TRADING POLICY OF NUVVE HOLDING CORP. The Board of Directors of Nuvve Holding Corp. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) for directors, officers, employees and consultants of the Company and its subsidiaries with respect to the trading of the Company’s securities, as well as the securities of publicly-traded companies with whom the |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 NUVVE HOLDING CORP. |
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| March 31, 2025 |
Exhibit 99.1 Nuvve Provides Fourth Quarter and Full Year 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, CA - March 31, 2025 — Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a global leader in grid modernization and vehicle-to-grid (V2G) technology, today provided a fourth quarter and full-year 2024 update. Fourth Quarter Highlights and |
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| March 31, 2025 |
Exhibit 10.43 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 31, 2025 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and DAVID ROBSON (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Amended and Restated Em |
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| March 31, 2025 |
List of Subsidiaries of Nuvve Holding Corp Nuvve Holding Corp. – List of Subsidiaries Nuvve Corporation Nuvve CPO Inc. Nuvve Denmark ApS Nuvve KK Nuvve Ltd Nuvve SaS |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 NUVVE HOLDING CORP. |
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| March 11, 2025 |
Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI |
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| March 11, 2025 |
Form of Additional Convertible Note Exhibit 4.1 FORM OF SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT |
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| March 3, 2025 |
Fifth Amendment to Securities Purchase Agreement, dated as of March 2, 2025 FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of March 2, 2025, is entered into among Nuvve Holding Corp. |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2025 NUVVE HOLDING CORP. |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2025 NUVVE HOLDING CORP. |
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| February 20, 2025 |
February 20, 2025 Gregory Poilasne Chief Executive Officer Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 Re: Nuvve Holding Corp. Registration Statement on Form S-3 Filed February 14, 2025 File No. 333-284988 Dear Gregory Poilasne: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter b |
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| February 14, 2025 |
As filed with the Securities and Exchange Commission on February 14, 2025 As filed with the Securities and Exchange Commission on February 14, 2025 Registration No. |
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| February 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Nuvve Holding Corp. |
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| February 13, 2025 |
Exhibit 1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT (this “ Agreement”), dated as of January 1, 2025, is entered into by and among Bristol Investment Fund, Ltd. |
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| February 11, 2025 |
Nuvve Holding Corp. 108,428 Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-264462 PROSPECTUS SUPPLEMENT (to Prospectus dated May 5, 2022) Nuvve Holding Corp. 108,428 Shares of Common Stock We are offering 108,428 shares of our common stock, par value $0.0001 per share, in a registered direct offering directly to certain investors at an offering price of $2.966 per share. The gross proceeds to us, before expenses, will |
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| February 11, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2025 NUVVE HOLDING CORP. |
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| February 7, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2025 NUVVE HOLDING CORP. |
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| February 7, 2025 |
Form of Securities Purchase Agreement, dated as of February 7, 2025 Exhibit 10.2 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2025, between Nuvve Holding Corp., Inc., a Delaware corpor |
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| February 7, 2025 |
Fourth Amendment to Securities Purchase Agreement, dated as of February 7, 2025 Exhibit 10.1 FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of February 7, 2025, is entered into among Nuvve Holding Corp., a Delaware corporation (the “Company”) and each Person identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). Capit |
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| February 6, 2025 |
Nuvve Holding Corp. 105,000 Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-264462 PROSPECTUS SUPPLEMENT (to Prospectus dated May 5, 2022) Nuvve Holding Corp. 105,000 Shares of Common Stock We are offering 105,000 shares of our common stock, par value $0.0001 per share, in a registered direct offering directly to a certain investor at an offering price of $2.65 per share. The gross proceeds to us, before expenses, will |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2025 NUVVE HOLDING CORP. |
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| February 5, 2025 |
Task Order No. AV90851001 Page 1 of 125 TASK ORDER NO. AV90851001 Between Resource Innovations, Inc. (“Resource Innovations” or “RI”) and Nuvve Holding Corp. (“Contractor” or “Nuvve”) TASK ORDER IDENTIFICATION INFORMATION Project Name and Project Number: ComEd BE School Bus V2G Operator 611806.FY25.001 Client Name: Commonwealth Edison Company (“ComEd”), acting by and through its agent, Exelon Busi |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2025 NUVVE HOLDING CORP. |
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| February 5, 2025 |
Form of Securities Purchase Agreement, dated as of February 4, 2025 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 4, 2025, between Nuvve Holding Corp. |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2025 NUVVE HOLDING CORP. |
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| February 5, 2025 |
Third Amendment to Securities Purchase Agreement, dated as of February 4, 2025 Exhibit 10.1 THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of February 4, 2025, is entered into among Nuvve Holding Corp., a Delaware corporation (the “Company”) and each Person identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). Capital |
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| February 4, 2025 |
Second Amendment to Securities Purchase Agreement, effective as of February 4, 2025 Exhibit 10.1 SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), effective as of February 3, 2025 (the "Effective Date"), is entered into among Nuvve Holding Corp., a Delaware corporation (the “Company”) and each Person identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collect |
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| February 4, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2025 NUVVE HOLDING CORP. |
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| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| January 30, 2025 |
Termination Agreement, dated January 24, 2025, between Nuvve Holding Corp. and Switch EV Ltd. Exhibit 10.1 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. THIS TERMINATION AGREEMENT is made the 24th day of January 2025 BETWEEN: (1)Switch EV Ltd, a company registered in England and Wales, registration no. 12488891, with its |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2025 NUVVE HOLDING CORP. |
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| January 29, 2025 |
Nuvve Board Approves Bitcoin (BTC) Payments and Treasury Strategy Exhibit 99.1 Nuvve Board Approves Bitcoin (BTC) Payments and Treasury Strategy SAN DIEGO, CA., Jan. 28 2025 – Nuvve Holding Corp. (Nasdaq: NVVE), a global leader in vehicle-to-grid (V2G) technology, today announced its Board of Directors has approved the inclusion of Bitcoin (BTC) as a primary asset in the company’s treasury management program. Nuvve will allocate up to 30% of its excess cash, cal |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2025 NUVVE HOLDING CORP. |
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| January 27, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2025 NUVVE HOLDING CORP. |
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| January 17, 2025 |
Exhibit 1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT (this “ Agreement”), dated as of January 1, 2025, is entered into by and among Bristol Investment Fund, Ltd. |
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| January 16, 2025 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 NUVVE HOLDING CORP. |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 NUVVE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-40296 86-1617000 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 15, 2025 |
First Amendment to Securities Purchase Agreement, dated as of January 14, 2025 Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of January 14, 2025, is entered into among Nuvve Holding Corp., a Delaware corporation (the “Company”) and each Person identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). Capital |
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| January 7, 2025 |
Common Stock Purchase Warrants, dated December 31, 2024 Exhibit 4.2 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISS |
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| January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 NUVVE HOLDING CORP. |
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| January 7, 2025 |
Registration Rights Agreement, dated December 31, 2024, between the Company and the Investor Exhibit 10.2 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2024, by and between Nuvve Holding Corp., |
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| January 7, 2025 |
Securities Purchase Agreement, dated December 31, 2024, between the Company and the Investor Exhibit 10.1 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated, and/or modified from time to time, this “Agreement”) is entered int |
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| January 7, 2025 |
Convertible Promissory Note, dated December 31, 2024 Exhibit 4.1 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF |
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| December 20, 2024 |
Nuvve Holding Corp. Up to 3,918,034 Shares of Common Stock by Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-283451 Prospectus Nuvve Holding Corp. Up to 3,918,034 Shares of Common Stock by Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholders”) of up to 3,918,0 |
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| December 20, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024 NUVVE HOLDING CORP. |
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| December 20, 2024 |
Form of Securities Purchase Agreement, dated October 31, 2024 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). WHEREAS, subject to the terms and conditions set forth in |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| December 16, 2024 |
Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 December 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue Re: Nuvve Holding Corp. Registration Statement on Form S-1 File No. 333-283451 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 193 |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2024 NUVVE HOLDING CORP. |
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| December 4, 2024 |
Exhibit 10.1 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of November 27, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capaci |
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| December 2, 2024 |
December 2, 2024 Gregory Poilasne Chief Executive Officer Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 200 San Diego, California 92106 Re: Nuvve Holding Corp. Registration Statement on Form S-1 Filed November 25, 2024 File No. 333-283451 Dear Gregory Poilasne: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 |
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| November 25, 2024 |
List of Subsidiaries of Nuvve Holding Corp Exhibit 21.1 Nuvve Holding Corp. List of Subsidiaries Nuvve Corporation, a Delaware corporation Nuvve KK, a company registered in Japan Nuvve of Pennsylvania LLC, a Pennsylvania limited liability company Nuvve Denmark ApS, a company registered in Denmark Nuvve Ltd., a company registered in the United Kingdom Levo Mobility LLC, a Delaware limited liability company Nuvve CPO, Inc., a Delaware corpor |
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| November 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holding Corp. |
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| November 25, 2024 |
As filed with the Securities and Exchange Commission on November 25, 2024 As filed with the Securities and Exchange Commission on November 25, 2024 Registration No. |
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| November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 NUVVE HOLDING CORP. |
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| November 13, 2024 |
Exhibit 10.5 CONTRIBUTION AND UNIT PURCHASE AGREEMENT This Contribution and Unit Purchase Agreement (this “Agreement”) is entered as of August 16, 2024, by and among Nuvve CPO Inc., a Delaware corporation (“Nuvve”) and wholly-owned subsidiary of Nuvve Holding Corp., a Delaware corporation, and WISE-EV LLC, or its designee (“Wise”) (each of Nuvve and Wise is referred to herein as a “Purchaser” and, |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE |
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| November 13, 2024 |
Form of Convertible Promissory Note dated August 16, 2024 Exhibit 10.4 FORM OF PROMISSORY NOTE $[●] August [●], 2024 FOR VALUE RECEIVED, Deep Impact 1 LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of [●] (the “Noteholder”, and together with the other Investors (as that term is defined in the Borrower’s Limited Liability Company Agreement, dated as of or about the date hereof, as amended fr |
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| November 13, 2024 |
SC 13G/A 1 ea022071807-13ga1intranuvve.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuvve Holding Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67079Y308 (CUSIP Number) September 30, 2024 (Date of Event Which Requ |
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| November 12, 2024 |
Exhibit 99.1 Nuvve Provides Third Quarter 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, November 12, 2024 /PRNewswire/— Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric ve |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 NUVVE HOLDING CORP. |
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| November 1, 2024 |
Nuvve Announces Private Placement of Senior Convertible Notes and Warrants Exhibit 99.1 Nuvve Announces Private Placement of Senior Convertible Notes and Warrants SAN DIEGO, October 31, 2024 /PRNewswire/— Nuvve Holding Corp. (“Nuvve” or the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024 NUVVE HOLDING CORP. |
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| November 1, 2024 |
Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI |
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| November 1, 2024 |
NVVE / Nuvve Holding Corp. / Five Narrow Lane LP - SCHEDULE 13G Passive Investment SC 13G 1 ea0219576-13gfivenuvve.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) NUVVE HOLDING CORP. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 67079Y308 (CUSIP Number) October 31, 2024 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) |
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| November 1, 2024 |
Exhibit 4.1 FORM OF SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT |
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| November 1, 2024 |
Form of Registration Rights Agreemen Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 31, 2024, by and between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each of the several buyers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”). This Agreement is made pursuant to the Securities Purchase Agree |
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| November 1, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). WHEREAS, subject to the terms and conditions set forth in |
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| October 18, 2024 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2024 NUVVE HOLDING CORP. |
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| October 17, 2024 |
EX-99.A 2 tm2426418d1ex99-a.htm EXHIBIT 99.A Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Nuvve Holding Corp., dated as of October 17, 2024, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordan |
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| October 17, 2024 |
NVVE / Nuvve Holding Corp. / Stonepeak GP Investors Holdings LP - SC 13D/A Activist Investment SC 13D/A 1 tm2426418d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* NUVVE HOLDING CORP. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 67079Y 100 (CUSIP Number) Adrienne Saunders Senior Managing Director, General Counsel and Chief Compli |
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| October 16, 2024 |
NVVE / Nuvve Holding Corp. / Empery Asset Management, LP - NUVVE HOLDING CORP. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuvve Holding Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 67079Y308 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which th |
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| October 3, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2024 NUVVE HOLDING CORP. |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2024 NUVVE HOLDING CORP. |
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| September 25, 2024 |
Nuvve Updates Shareholders on Compliance Measures Exhibit 99.1 Nuvve Updates Shareholders on Compliance Measures San Diego (September 24, 2024) /PRNewswire/ — Nuvve Holding Corp. (Nasdaq: NVVE), a leader in vehicle-to-grid (V2G) technology, has issued a letter to shareholders regarding actions taken to regain compliance with Nasdaq’s Bid Price Rule. Nuvve recently executed a 1-for-10 reverse stock split, resulting in 652,727 shares outstanding. T |
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| September 17, 2024 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVVE HOLDING CORP. Nuvve Holding Corp. (the “Corporation”), a corporation existing under and by virtue of General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1.The name of the Corporation is Nuvve Holding Corp. 2.The Corporation’s Certificate of Incorporation wa |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2024 NUVVE HOLDING CORP. |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024 NUVVE HOLDING CORP. |
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| September 13, 2024 |
NUVVE ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT Exhibit 99.1 NUVVE ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT SAN DIEGO, September 13, 2024 /PRNewswire/— Nuvve Holding Corp. (“Nuvve” or the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back to the local electric grid a |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024 NUVVE HOLDING CORP. |
