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1、S-1 1 ea0244456-s1_nuvve.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on June 9,2025Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Nuvve Holding Corp.(Exact name o
2、f registrant as specified in its charter)Delaware 3612 86-1617000(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code No.)(I.R.S.EmployerIdentification No.)2488 Historic Decatur Road,Suite 230San Diego,California 92106(619)456-5161(Address,incl
3、uding zip code,and telephone number,including area code,of registrants principal executive offices)Gregory PoilasneChief Executive OfficerNuvve Holding Corp.2488 Historic Decatur Road,Suite 230San Diego,California 92106(619)456-5161(Name,address,including zip code,and telephone number,including area
4、 code,of agent for service)With copies to:Alan A.Lanis,Jr.Baker&Hostetler LLP1900 Avenue of the Stars,Suite 2700Los Angeles,CA 90067Tel:(310)820-8800 Approximate date of commencement of proposed sale to the public:From time to time after the effective date of thisRegistration Statement.If any of the
5、 securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please che
6、ckthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act regis
7、tration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective re
8、gistration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerrepo
9、rting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company2025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875
10、/000121390025052654/ea0244456-s1_nuvve.htm1/35 Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)
11、(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this Registration Statement shallthereafter become effective in ac
12、cordance with Section 8(a)of the Securities Act of 1933 or until the Registration Statementshall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),maydetermine.2025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s
13、1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm2/35 The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold untilthe registration statement filed with the Securities and Exchange Commission
14、 is effective.This preliminary prospectus isnot an offer to sell,and it is not soliciting an offer to buy,these securities in any jurisdiction where the offer or sale is notpermitted.Subject to Completion,dated June 9,2025 Preliminary Prospectus Nuvve Holding Corp.Up to 18,782,828 Shares of Common S
15、tockby Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus(including theirpermitted transferees,donees,pledgees and other successors-in-interest)(the“Selling Stockholders”)of up to 18,782,828 shares ofour common stock,par
16、value$0.0001 per share(“Common Stock”),which includes:(i)up to 7,891,414 shares of Common Stockissuable upon the conversion of senior convertible promissory notes(the“AIR Notes”)issued to certain Selling Stockholders inprivate placement(the“Private Placement”);(ii)up to 7,891,414 shares of Common St
17、ock issuable upon the exercise of warrants(the“AIR Warrants”)issued to certain Selling Stockholders in the Private Placement;and(iii)up to 3,000,000 shares of CommonStock issuable upon the exercise of warrants(the“Initial Consultant Warrants”)issued to certain Selling Stockholders in May2025.For a d
18、escription of the AIR Notes and AIR Warrants,see“Private Placement.”For a description of the Initial ConsultantWarrants,see“Consultant Warrants.”We will not receive any proceeds from the sale of such shares of Common Stock by theSelling Stockholders.We will bear all of the registration expenses incu
19、rred in connection with the registration of these shares of Common Stock.The Selling Stockholders will pay discounts,commissions,and fees of underwriters,selling brokers or dealer managers and similarexpenses,if any,incurred for the sale of these shares of Common Stock.The Selling Stockholders ident
20、ified in this prospectus may offer the shares from time to time on terms to be determined atthe time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption“Plan of Distribution.”The shares may be sold at fixed prices,at prevailing ma
21、rket prices,at prices related to prevailing marketprices or at negotiated prices.For more information on the Selling Stockholders,see the section entitled“Selling Stockholders.”We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.Youshould read
22、 the entire prospectus and any amendments or supplements carefully before you make your investment decision.OurCommon Stock is listed on the Nasdaq Capital Market(“Nasdaq”)under the symbol“NVVE”.On June 6,2025,the last reportedsales price of our Common Stock was$1.19 per share.Investing in our secur
23、ities involves a high degree of risk.See“Risk Factors”beginning on page 7 of this prospectus,as well as the other information contained in or incorporated by reference in this prospectus or in any accompanyingprospectus supplement before making a decision to invest in our securities.Neither the Secu
24、rities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus.Any representation to the contrary is acriminal offense.The date of this prospectus is ,2025.2025/6/10 09:19sec.gov/Archives/ed
25、gar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm3/35 2025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/0001213900
26、25052654/ea0244456-s1_nuvve.htm4/35 TABLE OF CONTENTS ABOUT THIS PROSPECTUS iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iiiSUMMARY 1RISK FACTORS 7USE OF PROCEEDS 8SELLING STOCKHOLDERS 9PLAN OF DISTRIBUTION 13LEGAL MATTERS 15EXPERTS 15WHERE YOU CAN FIND MORE INFORMATION 15INCORPORATION OF
27、CERTAIN INFORMATION BY REFERENCE 16 i2025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm5/35 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on F
28、orm S-1 that we filed with the Securities and Exchange Commission(the“SEC”)using the“shelf”registration process.Under this shelf registration process,the Selling Stockholders(or their pledgees,donees,transferees or other successors-in-interest)may,from time to time,sell or otherwise dispose of the s
29、ecurities described inthis prospectus in one or more offerings.We will not receive any proceeds from the sale by such Selling Stockholders of thesecurities offered by them described in this prospectus.This prospectus provides you with a general description of the shares of Common Stock that the Sell
30、ing Stockholders maysell or otherwise dispose of.You should rely only on the information provided in this prospectus,as well as the informationincorporated by reference into this prospectus and any applicable prospectus supplement.If there is any inconsistency between theinformation in this prospect
31、us and any prospectus supplement,you should rely on the information provided in the prospectussupplement.Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or any applicable pr
32、ospectus supplement.Neither we nor the SellingStockholders take responsibility for,and can provide no assurance as to the reliability of,any other information that others maygive you.You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as
33、ofany date other than the date of the applicable document.Since the date of this prospectus and the documents incorporated byreference into this prospectus,our business,financial condition,results of operations and prospects may have changed.Neither wenor the Selling Stockholders will make an offer
34、to sell these securities in any jurisdiction where the offer or sale is not permitted.We may also provide a prospectus supplement or post-effective amendment to the registration statement to addinformation to,or update or change information contained in,this prospectus.You should read both this pros
35、pectus and anyapplicable prospectus supplement or post-effective amendment to the registration statement together with the informationincorporated by reference herein or therein.For information about the distribution of securities offered,please see“Plan ofDistribution”below.You should carefully rea
36、d both this prospectus and any prospectus supplement,together with the additionalinformation described in“Where You Can Find More Information”and“Incorporation of Certain Information by Reference”beforeyou make any investment decisions regarding the securities.You may obtain the information incorpor
37、ated by reference into thisprospectus without charge by following the instructions under the headings“Where You Can Find More Information”and“Incorporation of Certain Information by Reference.”This prospectus summarizes certain documents and other information,and we refer you to them for a more comp
38、leteunderstanding of what we discuss in this prospectus.All of the summaries are qualified in their entirety by the actual documents.Inmaking an investment decision,you must rely on your own examination of the Company and the terms of the offering and thesecurities,including the merits and risks inv
39、olved.We are not making any representation to any purchasers of the securities regarding the legality of an investment in thesecurities by such purchasers.You should not consider any information in this prospectus to be legal,business or tax advice.Youshould consult your own attorney,business adviso
40、r or tax advisor for legal,business and tax advice regarding an investment in thesecurities.Unless the context indicates otherwise,references in this prospectus to the“Company,”“Nuvve”“we,”“us,”“our”andsimilar terms refer to Nuvve Holding Corp.,and,where appropriate,its subsidiaries.ii2025/6/10 09:1
41、9sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm6/35 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus,any prospectus supplement and any related free writing prosp
42、ectus,including the informationincorporated by reference herein and therein,contains or may contain forward-looking statements within the meaning of Section27A of the Securities Act of 1933,as amended(the“Securities Act”)and Section 21E of the Securities Exchange Act of 1934,asamended(the“Exchange A
43、ct”)that involve substantial risks and uncertainties.These forward-looking statements depend uponevents,risks and uncertainties that may be outside of our control.All statements,other than statements related to present facts orcurrent conditions or of historical facts,contained in this prospectus,an
44、y prospectus supplement and any related free writingprospectus,including the information incorporated by reference herein and therein,including statements regarding our strategy,future operations,future financial position,future revenues,and projected costs,prospects,plans and objectives of manageme
45、nt,are forward-looking statements.Accordingly,these statements involve estimates,assumptions and uncertainties which could causeactual results to differ materially from those expressed in them.The words“anticipate,”“believe,”“continue,”“could,”“estimate,”“expect,”“intend,”“may,”“might,”“ongoing,”“pl
46、an,”“potential,”“predict,”“project,”“should,”“target,”“will,”“would,”or thenegative of these terms or other comparable terminology are intended to identify forward-looking statements,although not allforward-looking statements contain these identifying words.Any forward-looking statements are qualifi
47、ed in their entirety byreference to the factors discussed under the heading“Risk Factors”in this prospectus,any prospectus supplement and any relatedfree writing prospectus,or the documents incorporated by reference herein.Forward-looking statements involve a number of risks,uncertainties and assump
48、tions,and actual results or events maydiffer materially from those projected or implied in those statements.Important factors that could cause such differences include,but are not limited to:risks related to the rollout of our business and the timing of expected business milestones;our dependence on
49、widespread acceptance and adoption of electric vehicles and increased installation of charging stations;our ability to maintaineffective internal controls over financial reporting,including the remediation of identified material weaknesses in internal controlover financial reporting relating to segr
50、egation of duties with respect to,and access controls to,its financial record keeping system,and our accounting staffing levels;our current dependence on sales of charging stations for most of our revenues;overall demandfor electric vehicle charging and the potential for reduced demand if government
51、al rebates,tax credits and other financialincentives are reduced,modified or eliminated or governmental mandates to increase the use of electric vehicles or decrease the useof vehicles powered by fossil fuels,either directly or indirectly through mandated limits on carbon emissions,are reduced,modif
52、ied or eliminated;potential adverse effects on our backlog,revenue and gross margins if customers increasingly claim cleanenergy credits and,as a result,they are no longer available to be claimed by us;the effects of competition on our future business;risks related to our dependence on its intellect
53、ual property and the risk that our technology could have undetected defects or errors;the risk that we conduct a portion of our operations through a joint venture exposes us to risks and uncertainties,many of which areoutside of our control;changes in applicable laws or regulations;risks related to
54、disruption of management time from ongoingbusiness operations due to our joint ventures;risks relating to privacy and data protection laws,privacy or data breaches,or the lossof data;the possibility that we may be adversely affected by other economic,business,and/or competitive factors;and the risks
55、identified under“Risk Factors”described or incorporated by reference in this prospectus.We caution you not to rely on forward-looking statements,which reflect current beliefs and are based on informationcurrently available as of the date a forward-looking statement is made.Forward-looking statements
56、 set forth herein speak only as ofthe date of this prospectus or the documents incorporated by reference in this prospectus,as applicable.Forward-lookingstatements are not guarantees of performance.There can be no assurance that future developments affecting us will be those thatwe have anticipated.
57、These forward-looking statements involve a number of risks,uncertainties(some of which are beyond ourcontrol)or other assumptions that may cause actual results or performance to be materially different from those expressed orimplied by these forward-looking statements.Other sections of this prospect
58、us and the documents incorporated by reference hereindescribe additional factors that could adversely affect our business,financial condition or results of operations.We believe thesefactors include,but are not limited to,those described or incorporated by reference under“Risk Factors”.Should one or
59、 more ofthese risks or uncertainties materialize,or should any of our assumptions prove incorrect,actual results may vary in materialrespects from those projected in these forward-looking statements.These factors should not be construed as exhaustive and shouldbe read in conjunction with the other c
60、autionary statements that are included or incorporated by reference in this prospectus or anyapplicable prospectus supplement.We operate in a very competitive and rapidly changing environment.New risks emerge fromtime to time.It is not possible for our management to predict all risks,nor can we asse
61、ss the impact of all factors on our business orthe extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in anyforward-looking statements we may make.We undertake no obligation to publicly update or review any forward-looking statemen
62、t,whether as a result of new information or future developments,except as otherwise required by law.iii2025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm7/35 SUMMARY This
63、 summary highlights selected information appearing elsewhere in or incorporated by reference into this prospectus.Because it is a summary,it may not contain all of the information that may be important to you.To understand this offering fully,you should read this entire prospectus and the documents
64、incorporated by reference herein carefully,including the informationreferenced under the heading“Risk Factors”and in our financial statements,together with any accompanying prospectussupplement.Unless otherwise indicated or the context otherwise requires,all references in this prospectus to“we,“us,”
65、“our,”the“Company,”“Nuvve”and similar terms refer to Nuvve Holding Corp.and its consolidated subsidiaries.Overview We are a green energy technology company that provides,directly and through business ventures with our partners,aglobally-available,commercial V2G technology platform that enables EV ba
66、tteries to store and resell unused energy back to thelocal electric grid and provide other grid services.Our proprietary V2G technology Grid Integrated Vehicle(“GIVe”)platform has the potential to refuel the next generation of EV fleets through cutting-edge,bi-directional charging solutions.Our prop
67、rietary V2G technology enables us to link multiple EV and stationary batteries into a virtual power plant toprovide bi-directional services to the electrical grid.Our GIVe software platform was created to harness capacity from“loads”atthe edge of the distribution grid(i.e.,aggregation of EVs and sta
68、tionary batteries)in a qualified,controlled and secure manner toprovide many of the grid services offered by conventional generation sources(i.e.,coal and natural gas plants).Our currentaddressable energy and capacity markets include grid services such as frequency regulation,demand charge managemen
69、t,demand response,energy optimization,distribution grid services and energy arbitrage.Our customers and partners include owner/operators of light duty fleets,heavy duty fleets(including school buses),automotive manufacturers,charge point operators,large facility owners(V2G Hubs),and strategic partne
70、rs(via joint ventures,other business ventures and special purpose financial vehicles).We also operate a small number of company-owned chargingstations serving as demonstration projects funded by government grants.We expect growth in company-owned charging stationsand the related government grant fun
71、ding to continue,but for such projects to constitute a declining percentage of our futurebusiness as our commercial operations expand.We offer our customers networked charging stations,infrastructure,software,professional services,support,monitoringand parts and labor warranties required to run elec
72、tric vehicle fleets,as well as low and in some cases free energy costs.Weexpect to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations.In the case of light duty fleet and heavy duty fleet customers,we also ma
73、y receive a mobility fee,which is a recurring fixed payment made by fleet customers per fleet vehicle.In addition,we may generate non-recurringconsulting and engineering services revenue derived from the planning and integration of electrification of transportationprojects,energy management projects
74、 and the integration of our technology with automotive OEMs and charge point operators.In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations,we may also share the recurring grid services revenue with the customer.Private Placement
75、 As previously disclosed,on October 31,2024,we entered into a securities purchase agreement(as amended from timeto time,the“Purchase Agreement”)with certain accredited institutional and individual investors(the“Investors”),pursuant towhich we agreed to issue to the Investors senior convertible promi
76、ssory notes(as amended and restated,the“Notes”)convertibleinto shares of our Common Stock and accompanying warrants(the“Warrants”)to purchase shares of Common Stock.Certain ofthe Investors exercised their right(the“Additional Investment Right”)under the Purchase Agreement to purchase additionalNotes
77、 and Warrants.As previously disclosed,in connection with the exercise of the Additional Investment Right,on May 30,2025,we issued to certain Investors(i)an aggregate of$4,166,666.67 principal amount(the“Principal Amount”)seniorconvertible promissory notes,carrying a 10%original issue discount(each,a
78、n“AIR Note”and,collectively,the“AIR Notes”),convertible into shares of Common Stock,and(ii)accompanying warrants(the“AIR Warrants”)to purchase shares of CommonStock(the“AIR Issuance”).12025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Arch
79、ives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm8/35 The AIR Warrants are exercisable for up to an aggregate of 100%of the shares(the“Warrant Shares”)of CommonStock that each AIR Note is convertible into as of the issuance date,at an exercise price of$0.78 per share(the“ExercisePric
80、e”),which represents 95%of the average of the five lowest trading prices in the ten trading days prior to the date theInvestors exercised their Additional Investment Right,as set forth in the Purchase Agreement.The AIR Notes mature 18 months from the date of issuance(the“Term”).We may elect to exten
81、d the Term by up to anadditional six months,so long as(i)at least 33%of the Principal Amount has been repaid or converted into shares of CommonStock,and(ii)no event of default has occurred and is continuing nor has any event constituting a material adverse effectoccurred.If we elect to exercise such
82、 Term extension right,we shall pre-pay to the holders of the AIR Notes six months ofmonthly interest based on the then-outstanding Principal Amount under the AIR Notes.The AIR Notes are convertible,at the option of the respective Investors,at any time,in whole or in part,into suchnumber of shares of
83、 Common Stock(the“Conversion Shares”)equal to the Principal Amount of the AIR Notes outstanding plusall accrued and unpaid interest at a conversion price equal to$0.78 per share(the“Conversion Price”),which represents 95%ofthe average of the five lowest trading prices in the ten trading days prior t
84、o the date the Investors exercised their AdditionalInvestment Right,as set forth in the Purchase Agreement.The Conversion Price is subject to full ratchet antidilution protectionand certain exceptions upon any subsequent transaction at a price lower than the Conversion Price then in effect,subject t
85、o afloor price equal to$0.528 per share(the“Floor Price”),and standard adjustments in the event of stock dividends,stock splits,combinations or similar events.Alternatively,in the event of an event of default,the Conversion Price may be converted to an“Alternate ConversionPrice”,which is defined as
86、the lowest of(i)the applicable Conversion Price as in effect on the applicable conversion date of theapplicable Alternate Conversion(as defined in the AIR Notes),(ii)the greater of(x)the Floor Price and(y)80%of the VWAP(as defined in the AIR Notes)of the Common Stock as of the trading day immediatel
87、y preceding the delivery of the applicableconversion notice,(iii)the greater of(x)the Floor Price and(y)80%of the VWAP of the Common Stock as of the trading day ofthe delivery of the applicable conversion notice,(iv)the greater of(x)the Floor Price and(y)80%of the VWAP as of the tradingday immediate
88、ly preceding the date that an event of default under the AIR Notes occurs,and(v)the greater of(x)the Floor Priceand(y)80%of the average of the three lowest daily VWAPs in the twenty trading day period immediately prior to the deliveryof the applicable conversion notice.The AIR Notes accrue interest
89、at the rate of 8.0%per annum,which shall automatically be increased to 18.0%perannum in the event of an event of default.The principal and accrued interest on the AIR Notes are payable in equal monthlyinstallments(each,an“Installment”)on each Installment Date(as defined in the Notes)commencing on th
90、e earlier of July 31,2025 and the effective date of the registration statement of which this prospectus forms a part.Each Installment is payable incash,provided,however,that if on any Installment Date,no failure to meet the Equity Conditions(as defined in the AIR Notes)exits pursuant to the AIR Note
91、s,we may pay all or a portion of the Installment with shares of Common Stock.The portion ofany Installment paid with Common Stock shall be based on the Installment Conversion Price.“Installment Conversion Price”means the lower of(i)the Conversion Price and(ii)the greater of(x)the Floor Price and(y)9
92、0%of the average of the fivelowest daily VWAPs in the ten trading days immediately prior to each conversion date.The AIR Notes may not be converted and shares of Common Stock may not be issued under the AIR Notes if,aftergiving effect to the conversion or issuance,such Investor together with its aff
93、iliates would beneficially own in excess of 9.99%of the outstanding Common Stock.The AIR Notes contain customary events of default.If an event of default occurs,the Investors may require us toredeem all or any portion of the AIR Notes(including all accrued and unpaid interest thereon),in cash.22025/
94、6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm9/35 Additionally,the AIR Warrants are exercisable immediately and will expire five years after the date of issuance andmay b
95、e exercised on a cashless basis in the event of a fundamental transaction involving us or if the resale of the shares ofCommon Stock underlying the AIR Warrants is not covered by an effective registration statement(or the prospectus containedtherein is not available for use).The Exercise Price is su
96、bject to full ratchet antidilution protection,subject to certain pricelimitations required by Nasdaq rules and regulations and certain exceptions,upon any subsequent transaction at a price lowerthan the Exercise Price then in effect and standard adjustments in the event of certain events,such as sto
97、ck splits,combinations,dividends,distributions,reclassifications,mergers or other corporate changes.The gross proceeds to us from the AIR Issuance before expenses were$3,750,000.We intend to use the net proceedsfrom the AIR Issuance for working capital and general corporate purposes.As previously di
98、sclosed,pursuant to a registration rights agreement with the Investors(the“Registration RightsAgreement”),we agreed to file a registration statement(the“AIR Registration Statement”)to register the shares of CommonStock underlying the AIR Notes and AIR Warrants following the closing of any AIR Issuan
99、ce.The registration statement towhich this prospectus forms a part is being filed is intended to satisfy our obligation to file the AIR Registration Statementpursuant to the Registration Rights Agreement.The offers and sales of the securities in the AIR Issuance were made pursuant to the exemption f
100、rom registrationprovided by Section 4(a)(2)of the Securities Act and Rule 506(b)of Regulation D promulgated thereunder.Such offers and saleswere made only to“accredited investors”under Rule 501 of Regulation D promulgated under the Securities Act,and withoutany form of general solicitation and with
101、full access to any information requested by such investors regarding us or the securitiesoffered and issued in the AIR Issuance.Consultant Warrants As previously disclosed,on May 7,2025,we entered into consulting agreements(collectively,the“May ConsultingAgreements”)with each of Huey Co.LLC,PC2ATX,L
102、LC,McMillan Co.,Skeleton Crew Labs LLC,and Z-List Media,Inc.(together with Bristol(as defined below)the“Consultants”),pursuant to which each Consultant will assist us with,among otherthings,crypto portfolio management;investor relations;strategic planning;deal flow analysis and advice related to sec
103、torgrowth initiatives(the“Services”).Each Consulting Agreement has a term of one year.On May 7,2025,we also entered into a Fourth Amendment to Consulting Agreement with Bristol Capital,LLC(“Bristol”),which amended the existing consulting agreement between us and Bristol(as amended,the“Bristol Consul
104、tingAgreement”and together with the May Consulting Agreements,the“Consulting Agreements”)to provide for Bristol to performadditional Services to us.In connection with the Consulting Agreements,we issued to each Consultant warrants to purchase up to an aggregate of1,500,000 shares of Common Stock per
105、 Consultant,consisting of(i)a warrant to purchase up to 500,000 shares of CommonStock at an exercise price of$1.05 per share(the Initial Consultant Warrants),which was the closing price of the CommonStock immediately prior to the execution of the Consulting Agreements,as reported by the Nasdaq,(ii)a
106、 warrant to purchase upto 500,000 shares of Common Stock at an exercise price of$1.25 per share,and(iii)a warrant to purchase up to 500,000 sharesof Common Stock at an exercise price of$1.50 per share(the warrants in clauses(ii)and(iii),collectively,the AdditionalConsultant Warrants,and together wit
107、h the Initial Consultant Warrants,the Consultant Warrants).32025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm10/35 The Consultant Warrants are each exercisable immediate
108、ly and will expire five years after the date of issuance.Theexercise price of each Consultant Warrant and number of shares underlying such Consultant Warrant are subject to standardadjustments in the event of certain events,such as stock splits,combinations,dividends,distributions,reclassifications,
109、mergersor other corporate changes.Holders of the Consultant Warrants(together with such holders affiliates)may not exercise any portion of anyConsultant Warrant to the extent that such holder would beneficially own more than 4.99%(or 9.99%,at the election of theholder)of the outstanding shares of Co
110、mmon Stock immediately after exercise,except that upon at least 61 days prior noticefrom the holder to us,such holder may increase the amount of beneficial ownership of outstanding shares after exercising suchholders Consultant Warrants up to 9.99%of the number of Common Stock outstanding immediatel
111、y after giving effect to theexercise.We have agreed to file a registration statement to register the shares of Common Stock underlying the ConsultantWarrants(the“Consultant Warrant Shares”)within 90 days following the issuance of the Consultant Warrants,and to use ourreasonable best efforts to cause
112、 such additional registration statement to be declared effective by the SEC within 120 daysfollowing such issuance date(the“Effectiveness Deadline”).The Consultant Warrants may be exercised on a cashless basis after the Effectiveness Deadline if,at the time ofexercise,the resale of the Consultant Wa
113、rrant Shares is not covered by an effective registration statement(or the prospectuscontained therein is not available for use).The Consultant Warrants may not be exercised on a cashless basis any time prior tothe Consultant Effectiveness Deadline or at any time at which the resale of the Consultant
114、 Warrant Shares is covered by aneffective registration statement.The registration statement to which this prospectus forms a part is being filed is intended tosatisfy our obligation to file the required registration statement with regards to Warrant Shares underlying the Initial ConsultantWarrants.T
115、he offer and sale of the Consultant Warrants and the Consultant Warrant Shares was made pursuant to the exemptionfrom registration provided by Section 4(a)(2)of the Securities Act of 1933,as amended(the“Securities Act”),and Rule 506(b)of Regulation D promulgated thereunder.Such offer and sale was ma
116、de only to“accredited investors”under Rule 501 ofRegulation D promulgated under the Securities Act,and without any form of general solicitation and with full access to anyinformation requested by such investors regarding us or the securities offered.Implications of Being an Emerging Growth Company a
117、nd a Smaller Reporting Company We are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act of 2012,or the“JOBSAct.”As an emerging growth company,we are eligible to take advantage of certain exemptions from various reportingrequirements that are applicable to other public
118、 companies that are not emerging growth companies.These include,but are notlimited to:not being required to comply with the auditor attestation requirements in the assessment of our internal controlover financial reporting;not being required to comply with any requirement that may be adopted by the
119、Public Company AccountingOversight Board regarding mandatory audit firm rotation or a supplement to the auditors report providingadditional information about the audit and the financial statements;42025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www
120、.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm11/35 reduced disclosure obligations regarding executive compensation;and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation andstockholder approval of any golden parachute pay
121、ments not previously approved.Additionally,under the JOBS Act,an emerging growth company can delay adopting new or revised accountingstandards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.Weirrevocably elected to avail ourselves of
122、this exemption from new or revised accounting standards,and,therefore,are not subjectto the same new or revised accounting standards as public companies who were not emerging growth companies.We will remain an emerging growth company until the earliest of(i)the last day of the fiscal year in which t
123、he marketvalue of our Common Stock that is held by non-affiliates exceeds$700.0 million as of June 30th of that fiscal year,(ii)the lastday of the fiscal year in which we have total annual gross revenue of$1.235 billion or more during such fiscal year(as indexedfor inflation),(iii)the date on which
124、we have issued more than$1 billion in non-convertible debt in the prior three-year period,and(iv)the last day of the fiscal year following the fifth anniversary of the date of the first sale of equity securities of Newborn(our predecessor)in its initial public offering,or December 31,2025.We are als
125、o a“smaller reporting company”as defined in the Exchange Act,and have elected to take advantage ofcertain of the scaled disclosures available to smaller reporting companies.To the extent that we continue to qualify as a“smallerreporting company”as such term is defined in Rule 12b-2 under the Exchang
126、e Act,after we cease to qualify as an emerginggrowth company,certain of the exemptions available to us as an“emerging growth company”may continue to be available to us,including exemption from compliance with the auditor attestation requirements pursuant to the Sarbanes-Oxley Act and reduceddisclosu
127、re about our executive compensation arrangements.We will continue to be a“smaller reporting company”until we have$250 million or more in public float(based on our Common Stock)measured as of the last business day of our most recentlycompleted second fiscal quarter or,in the event we have no public f
128、loat(based on our Common Stock)or a public float(basedon our Common Stock)that is less than$700 million,annual revenues of$100 million or more during the most recentlycompleted fiscal year.Corporate Information We were formed on November 10,2020 under the name“NB Merger Corp.”as a wholly-owned subsi
129、diary of NewbornAcquisition Corp.(“Newborn”)for the purpose of effecting a business combination(the“Business Combination”)withNewborn and Nuvve Corporation(“Nuvve Corp.”).On March 19,2021,we consummated the Business Combination inaccordance with the terms of that certain Merger Agreement,dated as of
130、 November 11,2020,and amended as of February 20,2021,between us,Newborn,Nuvve Corp.,Nuvve Merger Sub Inc.,a Delaware corporation and wholly-owned subsidiary ofours(“Merger Sub”),and Ted Smith,an individual,as the representative of the stockholders of Nuvve Corp.(the“MergerAgreement”).Prior to the Bu
131、siness Combination,Newborn was a publicly traded special purpose acquisition corporation,wewere a wholly owned subsidiary of Newborn,and Nuvve Corp.was a private operating company.On the closing date of theBusiness Combination,pursuant to the Merger Agreement,(i)Newborn reincorporated to Delaware th
132、rough the merger ofNewborn with and into our company,with our company surviving as the publicly traded entity(the“Reincorporation Merger”),and(ii)immediately after the Reincorporation Merger,we acquired Nuvve Corp.through the merger of Merger Sub with andinto Nuvve Corp.,with Nuvve Corp.surviving as
133、 the wholly-owned subsidiary of ours(the“Acquisition Merger”).As a result,we became a publicly traded holding company with Nuvve Corp.as our operating subsidiary.In connection with the closing ofthe Business Combination,we changed our name to“Nuvve Holding Corp.”Nuvve Corp.was incorporated in Delawa
134、re on October 15,2010 under the name“Nuvve Corporation.”Nuvve wasformed for the purpose of providing,directly and through business ventures with its partners,its V2G technology platform thatenables EV batteries to store and resell unused energy back to the local electric grid and provide other grid
135、services.Newbornwas incorporated in the Cayman Islands on April 12,2019 under the name“Newborn Acquisition Corp.”Newborn was formedfor the purpose of effecting a merger,capital stock exchange,asset acquisition,stock purchase,reorganization,or similarbusiness combination with one or more businesses.O
136、ur principal executive offices are located at 2488 Historic Decatur Road,Suite 230,San Diego,California 92106.Ourtelephone number is(619)456-5161.Our website address is .Information contained on our website orconnected thereto does not constitute part of,and is not incorporated by reference into,thi
137、s prospectus or the RegistrationStatement of which it forms a part.52025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm12/35 THE OFFERING Common stock offered by the Selli
138、ngStockholders 18,782,828 shares,consisting of:(i)up to 7,891,414 shares of Common Stockissuable upon the conversion of the AIR Notes;(ii)up to 7,891,414 shares ofCommon Stock issuable upon the exercise of the AIR Warrants;and(iii)up to3,000,000 shares of Common Stock issuable upon the exercise of t
139、he ConsultantWarrants.Use of proceeds The Selling Stockholders will receive all of the proceeds from the sale of theshares offered for sale by them under this prospectus.We will not receiveproceeds from the sale of the shares by the Selling Stockholders.See“Use ofProceeds.”Risk factors See“Risk Fact
140、ors”on page 7 of this prospectus and under similar headings in thedocuments incorporated by reference into this prospectus for a discussion of thefactors you should carefully consider before deciding to invest in our CommonStock.Nasdaq Capital Market symbol NVVE 62025/6/10 09:19sec.gov/Archives/edga
141、r/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm13/35 RISK FACTORS Investing in our securities involves risks.You should carefully consider the risks,uncertainties and other factors describedin our most r
142、ecent Annual Report on Form 10-K,as supplemented and updated by subsequent Quarterly Reports on Form 10-Qand Current Reports on Form 8-K that we have filed or will file with the Securities and Exchange Commission(the“SEC”),and inother documents which are incorporated by reference into this prospectu
143、s,including all future filings we make with the SECpursuant to Sections 13(a),13(c),14 or 15(d)of the Exchange Act,as well as the risk factors and other information contained in orincorporated by reference into any accompanying prospectus supplement before investing in any of our securities.Our fina
144、ncialcondition,results of operations or cash flows could be materially adversely affected by any of these risks.The risks anduncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that you mayface.For more information about our SEC filings,
145、please see“Where You Can Find More Information”and“Incorporation ofCertain Information by Reference.”Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of ourshares of Common Stock to fall.Sales of a substantial number of our sh
146、ares of Common Stock on the public market by our existing securityholders,or theperception that those sales might occur,could depress the market price of our shares of Common Stock and could impair our abilityto raise capital through the sale of additional equity securities.We are unable to predict
147、the effect that such sales may have on theprevailing market price of our shares of Common Stock.72025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm14/35 USE OF PROCEEDS A
148、ll shares of Common Stock offered by this prospectus are being registered for resale by the Selling Stockholders.Wewill not receive any of the proceeds from the sale of these securities.The Selling Stockholders will bear all commissions anddiscounts,if any,attributable to the resale of the shares of
149、 Common Stock.82025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm15/35 SELLING STOCKHOLDERS The shares of Common Stock being offered by the Selling Stockholders are(i)tho
150、se issuable to certain SellingStockholders pursuant to the terms of the AIR Notes and AIR Warrants;and(ii)those issuable to certain Selling Stockholderspursuant to the terms of the Initial Consultant Warrants.For additional information regarding the issuances of the AIR Notes andAIR Warrants,see“Pri
151、vate Placement”above.For more information regarding the issuance of the Initial Consultant Warrants,see“Consultant Warrants”above.We are registering the shares of Common Stock in order to permit the Selling Stockholders to offerthe shares for resale from time to time.Except for the ownership of the
152、AIR Notes,the AIR Warrants and the Initial ConsultantWarrants,as applicable,or as otherwise set forth below,the Selling Stockholders have not had any material relationship with uswithin the past three years.The table below lists the Selling Stockholders and other information regarding the beneficial
153、 ownership of our shares ofCommon Stock by each of the Selling Stockholders.The second column lists the number of shares of Common Stock beneficiallyowned by each Selling Stockholder,including its ownership of the AIR Notes,the AIR Warrants and the Consultant Warrants,as ofJune 2,2025,assuming the c
154、onversion or exercise,as applicable,of the AIR Notes,the AIR Warrants and the Consultant Warrantsheld by the Selling Stockholders on that date,without regard to any limitations on conversion or exercise,as applicable.The third column lists the shares of Common Stock being offered by this prospectus
155、by the Selling Stockholders.In accordance with the terms of the Registration Rights Agreement with the Selling Stockholders holding the AIR Notesand the AIR Warrants,this prospectus generally covers the resale of the maximum number of shares of Common Stock issuablepursuant to the AIR Notes and AIR
156、Warrants,determined as if the AIR Notes and AIR Warrants were converted or exercised,asapplicable,in full as of the trading day immediately preceding the date the registration statement of which this prospectus forms apart was initially filed with the SEC,each as of the trading day immediately prece
157、ding the applicable date of determination and allsubject to adjustment as provided in the Registration Rights Agreement,without regard to any limitations on conversion orexercise,as applicable,in the AIR Notes and AIR Warrants.This prospectus also covers the resale of the number of shares ofCommon S
158、tock issuable pursuant to the Initial Consultant Warrants.The fourth column assumes the sale of all of the shares offeredby the Selling Stockholders pursuant to this prospectus.Under the terms of the AIR Notes and AIR Warrants,a Selling Stockholder may not be issued shares under the AIR Notesor AIR
159、Warrants to the extent such issuance would cause such Selling Stockholder,together with its affiliates and attributionparties,to beneficially own a number of shares of Common Stock which would exceed 9.99%of our then outstanding shares ofCommon Stock following such conversion or exercise,as applicab
160、le.Under the terms of the Consultant Warrants,a SellingStockholder may not be issued under the Consultant Warrants to the extent such issuance would cause such Selling Stockholder,together with its affiliates and attribution parties,to beneficially own a number of shares of Common Stock which would
161、exceed4.99%(which can be increased to 9.99%upon 61 days prior written notice)of our then outstanding shares of Common Stockfollowing such exercise.Further,the Consultant Warrants provide that a Selling Stockholder may not be issued shares under theConsultant Warrants to the extent such issuance woul
162、d cause such Selling Stockholder,together with its affiliates and attributionparties,to own in excess of 19.99%of our outstanding shares of Common Stock until we obtain stockholder approval of issuancesin excess of such limitation.The number of shares in the second and fourth columns do not reflect
163、these limitations.The SellingStockholders may sell all,some or none of their shares in this offering.See“Plan of Distribution.”Number ofSharesBeneficiallyOwned MaximumNumber ofShares tobe SoldPursuant Shares ofCommon StockBeneficially OwnedAfter this Offering Name of Selling Stockholder Prior toOffe
164、ring to thisProspectus Number ofShares Percentageof Shares(1)Five Narrow Lane,L.P.(2)8,992,787 6,313,132 2,679,655 22.1%Bristol Investment Fund,Ltd.,and affiliated entities(3)6,037,756 4,708,754 1,329,002 12.3%Rainforest Partners LLC(4)4,646,758 4,208,754 438,004 4.4%The Hewlett Fund LP(5)1,052,188
165、1,052,188 -*Huey Co.LLC(6)1,500,000 500,000 1,000,000 9.5 PC2ATX,LLC(7)1,545,000 500,000 1,045,000 10.0 McMillan Co.(8)1,534,716 500,000 1,034,716 9.5 Skeleton Crew Labs LLC(9)1,500,000 500,000 1,000,000 9.5 Z-List Media,Inc.(10)1,500,000 500,000 1,000,000 9.5 2025/6/10 09:19sec.gov/Archives/edgar/d
166、ata/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm16/35*Less than one percent(1%)(1)Applicable percentage ownership is based on 9,496,908 shares of our Common Stock outstanding as of June 2,2025.92025/6/10 09:
167、19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm17/35 (2)Includes:(i)74,621 shares of Common Stock held by Five Narrow Lane,L.P.;(ii)an aggregate of 350,953 shares ofCommon Stock is
168、suable pursuant to the conversion of outstanding Notes held by Five Narrow Lane,L.P.;(iii)an aggregateof 2,254,081 shares of Common Stock issuable pursuant to the exercise of outstanding Warrants held by Five Narrow Lane,L.P.;(iv)up to 3,156,566 shares of Common Stock issuable pursuant to the conver
169、sion of the AIR Notes held by FiveNarrow Lane,L.P.;and(iii)up to 3,156,566 shares of Common Stock issuable pursuant to the exercise of the AIR Warrantsheld by Five Narrow Lane,L.P.The number of shares to be offered pursuant to this prospectus includes:(i)up to 3,156,566shares of Common Stock issuabl
170、e pursuant to the conversion of the AIR Notes held by Five Narrow Lane,L.P.;and(ii)up to3,156,566 shares of Common Stock issuable pursuant to the exercise of the AIR Warrants held by Five Narrow Lane,L.P.The Notes,Warrants,AIR Notes and the AIR Warrants are each subject to a beneficial ownership lim
171、itation of 9.99%,whichsuch limitation restricts Five Narrow Lane,L.P.from converting or exercising,as applicable,that portion of the AIR Notesand the AIR Warrants that would result in Five Narrow Lane,L.P.and its affiliates owning,after conversion or exercise,asapplicable,a number of shares of Commo
172、n Stock in excess of the beneficial ownership limitation.Each of Arie Rabinowitzand Joseph Hammer may be deemed to have investment discretion and voting power over the shares held by Five NarrowLane,L.P.Each of Messrs.Rabinowitz and Hammer disclaims any beneficial ownership of these shares except to
173、 the extentof his pecuniary interest therein.The address for Five Narrow Lane,L.P.is 510 Madison Avenue,Suite 1400,New York,NY10022.(3)Includes:(i)269,002 shares of Common Stock issuable pursuant to the exercise of Warrants held by Bristol InvestmentFund,Ltd.(“Bristol Investment Fund”,and together i
174、ts affiliates,“Bristol”);(ii)30,000 shares of Common Stock issuableupon the exercise of outstanding and exercisable Series A Warrants(“Series A Warrants”)held by Bristol Investment Fund;(iii)30,000 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series C Warrants(“Se
175、ries CWarrants”)held by Bristol Investment Fund;(iv)up to 2,104,377 shares of Common Stock issuable pursuant to theconversion of the AIR Notes held by Bristol Investment Fund;(v)up to 2,104,377 shares of Common Stock issuablepursuant to the exercise of the AIR Warrants held by Bristol Investment Fun
176、d;(vi)500,000 shares of Common Stockissuable pursuant to the exercise of the Initial Consultant Warrants held by Bristol Capital,LLC(“Bristol Capital”);and(vii)1,000,000 shares of Common Stock issuable pursuant to the exercise of the Additional Consultant Warrants held by BristolCapital.The number o
177、f shares to be offered pursuant to this prospectus includes:(i)up to 2,104,377 shares of CommonStock issuable pursuant to the conversion of the AIR Notes held by Bristol Investment Fund;(ii)up to 2,104,377 shares ofCommon Stock issuable pursuant to the exercise of the AIR Warrants held by Bristol In
178、vestment Fund;and(iii)500,000shares of Common Stock issuable pursuant to the exercise of the Initial Consultant Warrant held by Bristol Capital.The AIRNotes and the AIR Warrants are each subject to a beneficial ownership limitation of 9.99%,which such limitation restrictsBristol Investment Fund from
179、 converting or exercising,as applicable,that portion of the AIR Notes and the AIR Warrantsthat would result in Bristol Investment Fund and its affiliates owning,after conversion or exercise,as applicable,a numberof shares of Common Stock in excess of the 9.99%beneficial ownership limitation.The Seri
180、es A Warrants,the Series CWarrants and the Consultant Warrants are each subject to a beneficial ownership limitation of 4.99%,which such limitationrestricts Bristol from exercising that portion of the Consultant Warrants that would result in Bristol and its affiliates owning,after exercise,as applic
181、able,a number of shares of Common Stock in excess of the 4.99%beneficial ownership limitation(a“4.99%Beneficial Ownership Limitation”).Bristol Investment Fund is a privately held fund that invests primarily inpublicly traded companies through the purchase of securities in private placement and/or op
182、en market transactions.BristolCapital Advisors,LLC,an entity organized under the laws of the State of Delaware(“Bristol Capital Advisors”),is theinvestment advisor to Bristol Investment Fund.Paul Kessler is manager of Bristol Capital Advisors and as such has votingand dispositive power over the secu
183、rities held by Bristol Investment Fund.The address for Bristol is 1090 Center Drive,Park City,UT 84098.(4)Includes:(i)438,004 shares of Common Stock issuable pursuant to the exercise of outstanding Warrants held by RainforestPartners LLC;(ii)up to 2,104,377 shares of Common Stock issuable pursuant t
184、o the conversion of the AIR Notes held byRainforest Partners LLC;and(iii)up to 2,104,377 shares of Common Stock issuable pursuant to the exercise of the AIRWarrants held by Rainforest Partners LLC.The number of shares to be offered pursuant to this prospectus includes:(i)up to2,104,377 shares of Com
185、mon Stock issuable pursuant to the conversion of the AIR Notes held by Rainforest Partners LLC;and(ii)up to 2,104,377 shares of Common Stock issuable pursuant to the exercise of the AIR Warrants held by RainforestPartners LLC.The Warrants,the AIR Notes and the AIR Warrants are each subject to a bene
186、ficial ownership limitation of9.99%,which such limitation restricts Rainforest Partners LLC from converting or exercising,as applicable,that portion ofthe Notes and the Warrants that would result in Rainforest Partners LLC and its affiliates owning,after conversion orexercise,as applicable,a number
187、of shares of Common Stock in excess of the beneficial ownership limitation.MarkWeinberger is the managing member of Rainforest Partners LLC,and has sole voting and investment power over thesecurities held by Rainforest Partners LLC.The address for Rain Forest Partners LLC is 850 East 26th Street,Bro
188、oklyn,NY11210.102025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm18/35 (5)Includes:(i)up to 526,094 shares of Common Stock issuable pursuant to the conversion of the AIR
189、 Notes held by TheHewlett Fund LP;and(iii)up to 526,094 shares of Common Stock issuable pursuant to the exercise of the AIR Warrantsheld by The Hewlett Fund LP.The AIR Notes and AIR Warrants are each subject to a beneficial ownership limitation of9.99%,which such limitation restricts The Hewlett Fun
190、d LP from converting or exercising,as applicable,that portion of theAIR Notes and AIR Warrants that would result in The Hewlett Fund LP and its affiliates owning,after conversion orexercise,as applicable,a number of shares of Common Stock in excess of the beneficial ownership limitation.Martin Chopp
191、has voting and investment control over the securities held by The Hewlett Fund LP.The address for The Hewlett Fund LP is100 Merrick Road,Suite 400W,Rockville Centre,NY 11570.(6)Includes:(i)500,000 shares of Common Stock issuable pursuant to the exercise of the Initial Consultant Warrants held byHuey
192、 Co.LLC;and(ii)1,000,000 shares of Common Stock issuable pursuant to the exercise of the Additional ConsultantWarrants held by Huey Co.LLC.The number of shares to be offered pursuant to this prospectus includes 500,000 shares ofCommon Stock issuable pursuant to the exercise of the Initial Consulting
193、 Warrants held by Huey Co.LLC.The ConsultantWarrants are subject to a 4.99%Beneficial Ownership Limitation(which may be increased to up to 9.99%upon 61 daysprior written notice by the holder).Caleb Huey is the sole member of Huey Co.LLC and has sole voting and investmentpower over the securities hel
194、d by Huey Co.LLC.The address for Huey Co.LLC is 1313 4th Ave.N,Nashville,TN 37208.(7)Includes:(i)45,000 shares of Common Stock held by PC2ATX,LLC;(ii)500,000 shares of Common Stock issuablepursuant to the exercise of the Initial Consultant Warrants held by PC2ATX,LLC;and(iii)1,000,000 shares of Comm
195、onStock issuable pursuant to the Additional Consultant Warrants held by PC2ATX,LLC.The number of shares to be offeredpursuant to this prospectus includes 500,000 shares of Common Stock issuable pursuant to the exercise of the InitialConsultant Warrants held by PC2ATX,LLC.The Consultant Warrants are
196、subject to a 4.99%Beneficial OwnershipLimitation(which may be increased to up to 9.99%upon 61 days prior written notice by the holder).Robert Byrne is amember and the manager of PC2ATX,LLC,and has voting and investment power over the securities held by PC2ATX,LLC.The address for PC2ATX,LLC is 3731 S
197、addleback Rd.,Park City,UT 84098.(8)Includes:(i)34,716 shares of Common Stock held by McMillan Co.;(ii)500,000 shares of Common Stock issuable pursuantto the exercise of the Initial Consultant Warrants held by McMillan Co;and(iii)1,000,000 shares of Common Stock issuablepursuant to the Additional Co
198、nsultant Warrants held by McMillan Co.The number of shares to be offered pursuant to thisprospectus includes 500,000 shares of Common Stock issuable pursuant to the exercise of the Initial Consultant Warrantsheld by McMillan Co.The Consultant Warrants are subject to a 4.99%Beneficial Ownership Limit
199、ation(which may beincreased to up to 9.99%upon 61 days prior written notice by the holder).Ryan McMillan is the beneficial owner andpresident of McMillan Co.and has voting and investment power over the securities held by McMillan Co.The address forMcMillan Co.is 1461 Glenneyre St.,Suite E,Laguna Bea
200、ch,CA 92651.(9)Includes:(i)500,000 shares of Common Stock issuable pursuant to the exercise of the Initial Consultant Warrants held bySkeleton Crew Labs LLC;and(ii)1,000,000 shares of Common Stock issuable pursuant to the exercise of the AdditionalConsultant Warrants held by Skeleton Crew Labs LLC.T
201、he number of shares to be offered pursuant to this prospectusincludes 500,000 shares of Common Stock issuable pursuant to the exercise of the Initial Consulting Warrants held bySkeleton Crew Labs LLC.The Consultant Warrants are subject to a 4.99%Beneficial Ownership Limitation(which may beincreased
202、to up to 9.99%upon 61 days prior written notice by the holder).Timothy Collins is the sole member of SkeletonCrew Labs LLC and has sole voting and investment power over the securities held by Skeleton Crew Labs LLC.The addressfor Skeleton Crew Labs LLC is 16801 Poppy Mallow Drive,Austin,TX 78738.(10
203、)Includes:(i)500,000 shares of Common Stock issuable pursuant to the exercise of the Initial Consultant Warrants held by Z-List Media,Inc.;and(ii)1,000,000 shares of Common Stock issuable pursuant to the exercise of the Additional ConsultantWarrants held by Z-List Media,Inc.The number of shares to b
204、e offered pursuant to this prospectus includes 500,000 sharesof Common Stock issuable pursuant to the exercise of the Initial Consulting Warrants held by Z-List Media,Inc.TheConsultant Warrants are subject to a 4.99%Beneficial Ownership Limitation(which may be increased to up to 9.99%upon61 days pri
205、or written notice by the holder).James Altucher and Robyn Altucher are the beneficial owners of Z-List Media,Inc.,and have voting and investment power over the securities held by Z-List Media,Inc.Mr.Altucher has served as amember of our board of directors since May 12,2025.The address for Z-List Med
206、ia,Inc.is 315 Longvue Ct.,Johns Creek,GA 30097.112025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm19/35 Relationships with Selling Stockholders Bristol Bristol Investmen
207、t Fund,Ltd.(together with its affiliates,“Bristol”)participated in our February 2024 public offering ofCommon Stock and warrants to purchase Common Stock.In connection with the offering,we issued Bristol 30,000 shares ofCommon Stock,Series A Warrants to purchase 30,000 shares of Common Stock,Series
208、B Warrants to purchase 30,000 shares ofCommon Stock,and Series C Warrants to purchase 30,000 shares of Common Stock.In July 2024,we entered into a consulting agreement with Bristol Capital,LLC(“Bristol”)and its affiliates pursuant towhich,among other things,Bristol and its affiliates agreed to provi
209、de certain consulting,advisory,and strategic planning servicesto us in exchange for the issuance of 60,000 pre-funded warrants to purchase Common Stock.In September 2024,we issued30,000 shares of Common Stock to Bristol in exercise of such warrants.In December 2024,we issued 30,000 shares of CommonS
210、tock to Bristol upon the exercise of such warrants.In May 2025,we entered into an amendment to the consulting agreement with Bristol.See“Consultant Warrants”above.Consultants In May 2025,we entered consulting agreements with each of Huey Co.LLC,PC2ATX,LLC,McMillan Co.,SkeletonCrew Labs LLC and Z-Lis
211、t Media,Inc.See“Consultant Warrants”above.Z-List Media,Inc.Z-List Media,Inc.,is beneficially owned by James Altucher and his spouse.Mr.Altucher was appointed to our Board ofDirectors on May 12,2025.122025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/w
212、ww.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm20/35 PLAN OF DISTRIBUTION Each Selling Stockholder and any of their pledgees,assignees and successors-in-interest may,from time to time,sell anyor all of their securities covered hereby on Nasdaq or any other stock exch
213、ange,market or trading facility on which the securitiesare traded or in private transactions.These sales may be at fixed or negotiated prices.A Selling Stockholder may use any one ormore of the following methods when selling securities:ordinary brokerage transactions and transactions in which the br
214、oker-dealer solicits purchasers;block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portionof the block as principal to facilitate the transaction;purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
215、an exchange distribution in accordance with the rules of the applicable exchange;privately negotiated transactions;settlement of short sales made in compliance with the Purchase Agreement;in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of su
216、chsecurities at a stipulated price per security;through the writing or settlement of options or other hedging transactions,whether through an options exchange orotherwise;a combination of any such methods of sale;or any other method permitted pursuant to applicable law.The Selling Stockholders may a
217、lso sell securities under Rule 144 or any other exemption from registration under theSecurities Act,if available,rather than under this prospectus.Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.Broker-dealers may receive commissions o
218、r discounts from the Selling Stockholders(or,if any broker-dealer acts as agent for thepurchaser of securities,from the purchaser)in amounts to be negotiated,but,except as set forth in a supplement to this prospectus,in the case of an agency transaction not in excess of a customary brokerage commiss
219、ion in compliance with FINRA Rule 2440;andin the case of a principal transaction a markup or markdown in compliance with FINRA IM 2440.132025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea024
220、4456-s1_nuvve.htm21/35 In connection with the sale of the securities or interests therein,the Selling Stockholders may enter into hedgingtransactions with broker-dealers or other financial institutions,which may in turn engage in short sales of the securities in thecourse of hedging the positions th
221、ey assume.The Selling Stockholders may also sell securities short,subject to the terms of thePurchase Agreement,and deliver these securities to close out their short positions,or loan or pledge the securities to broker-dealersthat in turn may sell these securities.The Selling Stockholders may also e
222、nter into option or other transactions with broker-dealersor other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or otherfinancial institution of securities offered by this prospectus,which securities such broker-dealer or other f
223、inancial institution mayresell pursuant to this prospectus(as supplemented or amended to reflect such transaction).The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be“underwriters”within the meaning of the Securities Act in connec
224、tion with such sales.In such event,any commissions received bysuch broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwritingcommissions or discounts under the Securities Act.Each Selling Stockholder has informed us that it does not hav
225、e any written ororal agreement or understanding,directly or indirectly,with any person to distribute the securities.We are required to pay certain fees and expenses incurred by us incident to the registration of the securities.We haveagreed to indemnify the Selling Stockholders against certain losse
226、s,claims,damages and liabilities,including liabilities under theSecurities Act.We agreed to keep this prospectus effective until all of the securities have been sold pursuant to this prospectus or Rule144 under the Securities Act or any other rule of similar effect.The resale securities will be sold
227、 only through registered or licensedbrokers or dealers if required under applicable state securities laws.In addition,in certain states,the resale securities coveredhereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from theregistrat
228、ion or qualification requirement is available and is complied with.Under applicable rules and regulations under the Exchange Act,any person engaged in the distribution of the resalesecurities may not simultaneously engage in market making activities with respect to the shares of common stock for the
229、 applicablerestricted period,as defined in Regulation M,prior to the commencement of the distribution.In addition,the Selling Stockholderswill be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,including Regulation M,which may limit the timing of purchas
230、es and sales of the shares of common stock by the Selling Stockholders or any other person.We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copyof this prospectus to each purchaser at or prior to the time of the sale(includi
231、ng by compliance with Rule 172 under the SecuritiesAct).142025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm22/35 LEGAL MATTERS The validity of the issuance of the securi
232、ties offered by this prospectus will be passed upon for us by Baker&HostetlerLLP,Los Angeles,California.EXPERTS The financial statements of Nuvve Holding Corp.as of December 31,2024 and 2023,and for each of the two years in theperiod ended December 31,2024,incorporated by reference in this Registrat
233、ion Statement on Form S-1,have been audited byDeloitte&Touche LLP,an independent registered public accounting firm,as stated in their report.Such financial statements areincorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.WHE
234、RE YOU CAN FIND MORE INFORMATION We file annual,quarterly and current reports,proxy statements and other information with the SEC.Our SEC filings areavailable over the Internet at the SECs website at www.sec.gov.The SEC maintains a website that contains reports,proxy andinformation statements and ot
235、her information regarding issuers that file electronically with the SEC at http:/www.sec.gov.Our website address is .The information contained on,or that can be accessed through,our website is nota part of this prospectus or incorporated by reference into this prospectus or any prospectus supplement
236、,and you should notconsider information on our website to be part of this prospectus.We have included our website address as an inactive textualreference only.This prospectus is part of a registration statement that we filed with the SEC and does not contain all of the information inthe registration
237、 statement.The full registration statement may be obtained from the SEC or us,as provided below.Forms of thedocuments establishing the terms of the offered securities are or may be filed as exhibits to the registration statement.Statements inthis prospectus or any prospectus supplement about these d
238、ocuments are summaries and each statement is qualified in all respectsby reference to the document to which it refers.You should refer to the actual documents for a more complete description of therelevant matters.You may obtain the registration statement and exhibits to the registration statement f
239、rom the SECs website,asprovided above.152025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm23/35 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The SEC allows us to“inc
240、orporate by reference”information from other documents that we file with it,which means thatwe can disclose important information to you by referring you to those documents.The information incorporated by reference isconsidered to be part of this prospectus.We incorporate by reference into this pros
241、pectus and the registration statement of which this prospectus forms a part theinformation or documents listed below that we have filed with the SEC,and any future filings we will make with the SEC underSections 13(a),13(c),14,or 15(d)of the Exchange Act after the date of the initial filing of the r
242、egistration statement of which thisprospectus is a part and prior to effectiveness of such registration statement,and until the termination of the offering of the sharescovered by this prospectus(other than information furnished under Item 2.02 or Item 7.01 of Form 8-K):Our Annual Report on Form 10-
243、K for the fiscal year ended December 31,2024,filed on March 31,2025;Our Quarterly Report on Form 10-Q the quarter ended March 31,2025,filed on May 15,2025;Our Current Reports on Form 8-K filed on January 7,2025,January 15,2025,January 16,2025,January 27,2025,January 30,2025,February 4,2025,February
244、5,2025;February 5,2025,February 6,2025,February 7,2025,February 11,2025,February 24,2025,March 3,2025,March 11,2025,April 7,2025,April 11,2025,April 16,2025,April 21,2025,April 29,2025 and April 30,2025,May 9,2025;May 13,2025,May 22,2025 and June 5,2025;and The description of our common stock contai
245、ned in our Current Report on Form 8-K12B,filed on March 25,2021 andamended on March 26,2021,including any amendments or reports filed for the purpose of updating such description.Any statement made in this prospectus or contained in a document all or a portion of which is incorporated by referencehe
246、rein will be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequent prospectussupplement to this prospectus or,if appropriate,post-effective amendment to the registration statement that includes thisprospectus,modifies or supersedes such statement.An
247、y statement so modified will not be deemed to constitute a part hereof,except as so modified,and any statement so superseded will not be deemed to constitute a part hereof.You may read and copy any materials we file with the SEC at the SECs website mentioned under the heading“Where YouCan Find More
248、Information.”The information on the SECs website is not incorporated by reference in this prospectus.We will furnish without charge to each person,including any beneficial owner,to whom this prospectus is delivered,uponwritten or oral request,a copy of any document incorporated by reference.Requests
249、 should be addressed to Nuvve Holding Corp.,2488 Historic Decatur Road,Suite 230,San Diego,California 92106,Attn:Corporate Secretary or may be made telephonically at(619)456-5161.We maintain a website at .Information about us,including our reports filed with the SEC,is availablethrough that site.Suc
250、h reports are accessible at no charge through our website and are made available as soon as reasonablypracticable after such material is filed with or furnished to the SEC.Our website and the information contained on that website,orconnected to that website,are not incorporated by reference in this
251、prospectus.162025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm24/35 Nuvve Holding Corp.Up to 18,782,828 Shares of Common Stockby Selling Stockholders PRELIMINARY PROSPEC
252、TUS ,2025 2025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm25/35 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item13.Other Expenses of Issuance and Distribution.Th
253、e following is an estimate of the expenses(all of which are to be paid by us)that we may incur in connection with thesecurities being registered hereby.Amount SEC registration fee$3,565.81 Legal fees and expenses 75,000 Accounting fees and expenses 20,000 Printing expenses 5,000 Miscellaneous$6,434.
254、19 Total$110,000 Item14.Indemnification of Directors and Officers.Subsection(a)of Section 145 of the General Corporation Law of the State of Delaware(referred to as the“DGCL”)empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatene
255、d,pending or completed action,suit or proceeding,whether civil,criminal,administrative or investigative(other than an action by orin the right of the corporation)by reason of the fact that the person is or was a director,officer,employee or agent of thecorporation,or is or was serving at the request
256、 of the corporation as a director,officer,employee or agent of another corporation,partnership,joint venture,trust or other enterprise,against expenses(including attorneys fees),judgments,fines and amounts paidin settlement actually and reasonably incurred by the person in connection with such actio
257、n,suit or proceeding if the person actedin good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation,and,with respect to any criminal action or proceeding,had no reasonable cause to believe the persons conduct was unlawful.Subsection(b
258、)of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened tobe made a party to any threatened,pending or completed action or suit by or in the right of the corporation to procure a judgment inits favor by reason of the fact that the person acted in any of
259、the capacities set forth above,against expenses(including attorneysfees)actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the personacted in good faith and in a manner the person reasonably believed to be in or not opposed to the be
260、st interests of the corporation,except that no indemnification shall be made in respect of any claim,issue or matter as to which such person shall have beenadjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action orsuit was b
261、rought shall determine upon application that,despite the adjudication of liability but in view of all the circumstances ofthe case,such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such othercourt shall deem proper.II-12025/6/10 09:19sec.gov/
262、Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm26/35 Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits orotherwise in t
263、he defense of any action,suit or proceeding referred to in subsections(a)and(b)of Section 145,or in defense of anyclaim,issue or matter therein,such person shall be indemnified against expenses(including attorneys fees)actually and reasonablyincurred by such person in connection therewith;that indem
264、nification provided for by Section 145 shall not be deemed exclusive ofany other rights to which the indemnified party may be entitled;and the indemnification provided for by Section 145 shall,unlessotherwise provided when authorized or ratified,continue as to a person who has ceased to be a directo
265、r,officer,employee or agentand shall inure to the benefit of such persons heirs,executors and administrators.Section 145 also empowers the corporation topurchase and maintain insurance on behalf of any person who is or was a director,officer,employee or agent of the corporation,oris or was serving a
266、t the request of the corporation as a director,officer,employee or agent of another corporation,partnership,jointventure,trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity,or arising out of his status as such,whether or not t
267、he corporation would have the power to indemnify such person against suchliabilities under Section 145.Section 102(b)(7)of the DGCL provides that a corporations certificate of incorporation may contain a provisioneliminating or limiting the personal liability of a director to the corporation or its
268、stockholders for monetary damages for breach offiduciary duty as a director,provided that such provision shall not eliminate or limit the liability of a director(i)for any breach ofthe directors duty of loyalty to the corporation or its stockholders,(ii)for acts or omissions not in good faith or whi
269、ch involveintentional misconduct or a knowing violation of law,(iii)under Section 174 of the DGCL or(iv)for any transaction from whichthe director derived an improper personal benefit.Our amended and restated certificate of incorporation provides that we shall indemnify our directors and officers,an
270、d mayindemnify our employees and other agents,to the maximum extent permitted by the DGCL,and our bylaws provide that we shallindemnify directors,officers,employees and other agents to the maximum extent permitted by the DGCL.In addition,we have entered into indemnification agreements with each of o
271、ur directors and officers.These agreementsrequire us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise byreason of their service to us,and to advance expenses incurred as a result of any proceeding against them as to which they could
272、 beindemnified.We also intend to enter into indemnification agreements with our future directors and officers.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,officers,andcontrolling persons pursuant to the foregoing provisions,or otherwis
273、e,we have been advised that,in the opinion of the SEC,suchindemnification is against public policy as expressed in the Securities Act and is,therefore,unenforceable.In the event that a claimfor indemnification against such liabilities(other than the payment of expenses incurred or paid by a director
274、,officer or controllingperson in a successful defense of any action,suit or proceeding)is asserted by such director,officer or controlling person inconnection with the securities being registered,we will,unless in the opinion of its counsel the matter has been settled bycontrolling precedent,submit
275、to the court of appropriate jurisdiction the question whether such indemnification by it is againstpublic policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.Item15.Recent Sales of Unregistered Securities.Set forth below is information regarding sal
276、es of unregistered sales by us since March 1,2022 that were not registeredunder the Securities Act of 1933,as amended(the“Securities Act”).June 2022 Sale of Securities In June 2022,our Chief Executive Officer and Chief Operating Officer purchased an aggregate of 337 shares of ourcommon stock at a pu
277、rchase price of$594.80 per share,or a total of approximately$2,000,000.These transactions were madepursuant to a letter agreement dated April 23,2021,among us and our Chief Executive Officer and Chief Operating Officer.II-22025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea02444
278、56-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm27/35 July 2024 Consulting Warrant In July 2024,we granted pre-funded warrants(the“2024 Consulting Warrant”)to purchase an aggregate of 60,000 sharesof Common Stock to a consultant as compensation
279、for certain consulting services rendered.The 2024 Consulting Warrant isexercisable,in part or in full,for shares of Common Stock at an exercise price of$0.001 per share.On September 26,2024,weissued 30,000 shares of Common Stock to such consultant upon the partial exercise of the 2024 Consulting War
280、rant.August 2024 Notes In connection with the formation of Deep Impact 1 LLC,a Delaware limited liability company,in which we hold a 51%equity interest by way of our subsidiary,Nuvve CPO,Inc.,on August 16,2024,we issued promissory notes(each a“SPVPromissory Note”)with conversion options to each of G
281、regory Poilasne and David Robson,our Chief Executive Officer and ChiefFinancial Officer,respectively,in exchange for up to an aggregate of$1,500,000,to further support project costs in exchange fortheir investment into Deep Impact.Each SPV Promissory Note was issued with an original principal amount
282、 of$750,000.The SPVPromissory Notes have a term of three years and bear interest at a rate of 17.5%per annum.The SPV Promissory Notes furtherprovide that upon certain events of default,the SPV Note holders shall have the option to convert the outstanding amounts on suchSPV Promissory Notes for an ag
283、gregate of 101 membership units in Deep Impact.On August 27,2024,we issued promissory notes with conversion option to each of Messrs.Poilasne and Robson,ourChief Executive Officer and Chief Financial Officer,respectively,for an aggregate principal of$500,000(the“Nuvve PromissoryNotes”).The principal
284、 amount of the Nuvve Promissory Notes included an aggregate original issue discount of$25,000,or 5.0%.In exchange for the Nuvve Promissory Notes,the holders paid us an aggregate purchase price of$475,000.Upon certain events ofdefault,the holders of the Nuvve Promissory Notes had the option to conver
285、t any outstanding principal and unpaid accrued interestunder the Nuvve Promissory Notes into shares of our common stock,at an initial conversion price per share of$4.92.The NuvvePromissory Notes accrued interest at a rate of 10.5%per annum,subject to an increase to 12.5%upon the occurrence of an eve
286、nt ofdefault(as that term is defined in the Nuvve Promissory Notes),and had a maturity date of October 31,2024.October 2024 Notes and Warrant Issuance On October 31,2024,we entered into a securities purchase agreement(the“Purchase Agreement”)with certain accreditedinstitutional and individual invest
287、ors,pursuant to which we issued to the investors(i)an aggregate of$3,750,000.01 principalamount senior convertible promissory notes,carrying a 10%original issue discount,convertible into shares of Common Stock,and(ii)accompanying warrants to purchase an aggregate of 1,102,295 shares of Common Stock
288、with an exercise price of$3.78 pershare.The notes are convertible,at the option of the respective investors,at any time,in whole or in part,into such number ofshares of Common Stock equal to the principal amount of the notes outstanding plus all accrued and unpaid interest at a conversionprice equal
289、 to$3.402 per share.March 2025 AIR Notes and Warrant Issuance On March 5,2025,pursuant to certain investors exercise of additional investment rights under the Purchase Agreement,we issued to such investors(i)an aggregate of$1,666,666.67 principal amount senior convertible promissory notes,carrying a
290、 10%original issue discount,convertible into shares of Common Stock,and(ii)accompanying warrants to purchase an aggregate of825,084 shares of Common Stock with an exercise price of$2.02 per share.The notes are convertible,at the option of therespective investors,at any time,in whole or in part,into
291、such number of shares of Common Stock equal to the principal amount ofthe notes outstanding plus all accrued and unpaid interest at a conversion price equal to$2.02 per share.II-32025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/e
292、dgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm28/35 April 2025 AIR Notes and Warrant Issuance On April 28,2025,pursuant to certain investors exercise of additional investment rights under the Purchase Agreement,we issued to such investors(i)an aggregate of$1,444,444.44 principal amount
293、senior convertible promissory notes,carrying a 10%original issue discount,convertible into shares of Common Stock,and(ii)accompanying warrants to purchase an aggregate of1,748,513 shares of Common Stock with an exercise price of$0.8261 per share.The notes are convertible,at the option of therespecti
294、ve investors,at any time,in whole or in part,into such number of shares of Common Stock equal to the principal amount ofthe notes outstanding plus all accrued and unpaid interest at a conversion price equal to$0.8261 per share.May 2025 Warrant Issuances On May 7,2025,we granted warrants to purchase(
295、i)an aggregate of 3,000,000 shares of Common Stock to certainconsultants at an exercise price of$1.05 per share;(ii)an aggregate of 3,000,000 shares of Common Stock to certain consultants atan exercise price of$1.25 per share;and(iii)an aggregate of 3,000,000 shares of Common Stock to certain consul
296、tants at anexercise price of$1.50 per share.On May 18,2025,we granted warrants to purchase(i)an aggregate of 666,668 shares of Common Stock to certainconsultants at an exercise price of$1.00 per share;(ii)an aggregate of 666,668 shares of Common Stock to certain consultants atan exercise price of$1.
297、25 per share;and(iii)an aggregate of 666,668 shares of Common Stock to certain consultants at an exerciseprice of$1.50 per share.May 2025 AIR Notes and Warrant Issuance On May 30,2025,pursuant to certain investors exercise of additional investment rights under the Purchase Agreement,we issued to suc
298、h investors(i)an aggregate of$4,166,666.67 principal amount senior convertible promissory notes,carrying a 10%original issue discount,convertible into shares of Common Stock,and(ii)accompanying warrants to purchase an aggregate of5,341,879 shares of Common Stock with an exercise price of$0.78 per sh
299、are.The notes are convertible,at the option of therespective investors,at any time,in whole or in part,into such number of shares of Common Stock equal to the principal amount ofthe notes outstanding plus all accrued and unpaid interest at a conversion price equal to$0.78 per share.Additional Inform
300、ation The offer and sale by us of the foregoing securities,including the shares of our common stock issuable upon exercise ofthe warrants described above,is being made in reliance on the exemption from registration provided by Section 4(a)(2)of theSecurities Act.The issuance of such securities has n
301、ot been registered under the Securities Act and such shares may not be offeredor sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.The sales and issuances of securities in the transactions described above were not regist
302、ered under the Securities Act inreliance upon the exemption from registration provided by Section 4(a)(2)thereof or Regulation D promulgated thereunder.Therecipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only andnot with
303、 a view to or for sale in connection with any distribution thereof,and appropriate legends were placed upon the stockcertificates issued in these transactions.All recipients had adequate access,through their relationships with us,to information aboutus.II-42025/6/10 09:19sec.gov/Archives/edgar/data/
304、1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm29/35 Item16.Exhibits.Exhibit No.Description Form Exhibit No.FilingDate2.1 Merger Agreement dated November 11,2020 424B3 Annex A 2/17/20212.2#Amendment No.1 to Mer
305、ger Agreement dated February 20,2021 8-K 1.1 2/23/20213.1 Amended and Restated Certificate of Incorporation 8-K 3.1 3/25/20213.2 Certificate of Amendment to Amended and Restated Certificate ofIncorporation 8-K 3.1 1/22/20243.3 Certificate of Amendment to Amended and Restated Certificate ofIncorporat
306、ion of Nuvve Holdings Corp.8-K 3.1 9/17/20243.4 Second Amended and Restated Bylaw of Nuvve Holding Corp.8-K 3.1 12/5/20234.1 Form of Amended and Restated Convertible Note,originally issued October31,2024 8-K 4.1 4/16/20254.2 Form of Warrant,issued October 31,2024 8-K 4.2 11/1/20244.3 Convertible Pro
307、missory Note,dated December 31,2024 8-K 4.1 1/7/20254.4 Common Stock Purchase Warrant,dated December 31,2024.8-K 4.2 1/7/20254.5 Form of Amended and Restated Convertible Note,originally issued March 5,2025 8-K 4.2 4/16/20254.6 Form of Additional Warrant,issued March 5,2025 8-K 4.2 3/11/20254.7 Form
308、of Additional Convertible Note,issued April 28,2025 8-K 4.1 4/30/20254.8 Form of Additional Warrant,issued April 28,2025 8-K 4.2 4/30/20254.9 Form of Warrant,dated May 7,2025 8-K 4.1 5/9/20254.10 Form of Warrant,dated May 18,2025 8-K 4.1 5/22/20254.11 Form of Additional Convertible Note,issued May 3
309、0,2025 8-K 4.1 6/5/20254.12 Form of Additional Warrant,issued May 30,2025 8-K 4.2 6/5/20255.1 Opinion of Baker&Hostetler LLP*10.1 Amended and Restated Registration Rights Agreement 424B3 Annex A(Ex.B)2/17/202110.2 Stockholders Agreement 8-K 10.5 3/25/202110.3 Form of PIPE Registration Rights Agreeme
310、nt 8-K 10.7 3/25/202110.4 Amended and Restated Employment Agreement with Gregory Poilasne,dated January 25,2024 8-K 10.1 1/26/202410.5 Amended and Restated Employment Agreement with Ted Smith,datedJanuary 25,2024 8-K 10.2 1/26/202410.6 Amended and Restated Employment Agreement with David Robson,date
311、dJanuary 25,2024 8-K 10.3 1/26/202410.7 Form of Indemnification Agreement 8-K 10.14 3/25/202110.8#IP Acquisition Agreement,effective November 2,2017,between Universityof Delaware and Nuvve Corporation S-4 10.16 2/4/202110.9#Amended and Restated Research Agreement,dated September 1,2017,between Unive
312、rsity of Delaware and Nuvve Corporation S-4 10.17 2/4/202110.10 Warrant Agreement,dated May 17,2021,by and among Nuvve Corporation,Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP.8-K 10.1 5/17/202110.11 Securities Purchase Agreement,dated May 17,2021,by and among NuvveCorporatio
313、n,Stonepeak Rocket Holdings LP and Evolve TransitionInfrastructure LP.8-K 10.2 5/17/2021 II-52025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm30/35 10.12 Registration Ri
314、ght Agreement,dated May 17,2021,by and among NuvveCorporation,Stonepeak Rocket Holdings LP and Evolve TransitionInfrastructure LP.8-K 10.3 5/17/202110.13#Amended and Restated Limited Liability Company Agreement for Levo,datedas of August 4,2021,by and among Nuvve Corporation,Stonepeak RocketHoldings
315、 LP and Evolve Transition Infrastructure LP.8-K/A 10.1 8/8/202110.14#Development Services Agreement,dated as of August 4,2021,by and betweenNuvve Holding Corp.and Levo Mobility LLC.8-K/A 10.2 8/8/202110.15#Parent Letter Agreement,dated as of August 4,2021,by and among NuvveHolding Corp.,Stonepeak Ro
316、cket Holdings LP,Evolve TransitionInfrastructure LP and Levo Mobility LLC.8-K/A 10.3 8/8/202110.16#Board Rights Agreement,dated as of August 4,2021,by and among NuvveHolding Corp.and Stonepeak Rocket Holdings LP.8-K/A 10.4 8/8/202110.17#Intellectual Property License and Escrow Agreement,dated as of
317、August 4,2021,by and between Nuvve Holding Corp.and Levo Mobility LLC.8-K/A 10.5 8/8/202110.18 Nuvve Holding Corp.Amended and Restated 2020 Equity Incentive Plan 8-K 10.1 6/5/202310.19 Settlement and Release Agreement,dated February 2,2024,between theCompany and Rhombus Energy Solutions.10-K 10.28 3
318、/29/202410.20 Master Services Agreement,dated May 14,2024,by and between theCompany and the Board of Fresno Economic Opportunities Commission.10-Q 10.1 8/14/202410.21 Subordinated Business Loan and Security Agreement,dated August 9,2024,by and among Nuvve Holding Corp.as borrower,Agile Lending,LLC,a
319、sLender,and Agile Capital Funding,LLC,as collateral agent.10-Q 10.2 8/14/202410.22 Form of Securities Purchase Agreement,dated October 31,2024 8-K/A 10.1 12/20/202410.23 Form of Registration Rights Agreement,dated October 31,2024 8-K 10.2 11/01/202410.24 First Amendment to Securities Purchase Agreem
320、ent,dated as of January 14,2025 8-K 10.1 1/15/202510.25 Second Amendment to Securities Purchase Agreement,effective as ofFebruary 4,2025 8-K 10.1 2/4/202510.26 Third Amendment to Securities Purchase Agreement,dated as of February 4,2025 8-K 10.1 2/5/202510.27 Fourth Amendment to Securities Purchase
321、Agreement,dated as of February 7,2025 8-K 10.1 2/7/202510.28 Fifth Amendment to Securities Purchase Agreement,dated as of March 2,2025 8-K 10.1 3/3/202510.29 Subordinated Business Loan and Security Agreement,dated August 9,2024,by and among Nuvve Holding Corp.as borrower,Agile Lending,LLC,asLender,a
322、nd Agile Capital Funding,LLC,as collateral agent.10-Q 10.2 8/14/202410.30 Subordinated Business Loan and Security Agreement,dated November 27,2024,by and among Nuvve Holding Corp.as borrower,Agile Lending,LLC,as Lender,and Agile Capital Funding,LLC,as collateral agent.8-K 10.1 12/04/202410.31 Form o
323、f Convertible Promissory Note dated August 16,2024 10-Q 10.4 11/13/202410.32 Contribution and Unit Purchase Agreement entered as of August 16,2024,byand among Nuvve CPO Inc.,a Delaware corporation and wholly-ownedsubsidiary of Nuvve Holding Corp.,a Delaware corporation,and WISE-EVLLC,or its designee
324、,and Deep Impact 1 LLC,a Delaware limited liabilitycompany.10-Q 10.5 11/13/202410.33 Form of Convertible Promissory Note dated August 27,2024 8-K 10.1 8/29/2024 II-62025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836
325、875/000121390025052654/ea0244456-s1_nuvve.htm31/35 10.34 Convertible Promissory Note,dated December 31,2024 8-K 4.1 1/7/202510.35 Common Stock Purchase Warrants,dated December 31,2024 8-K 4.2 1/7/202510.36 Securities Purchase Agreement,dated December 31,2024,between theCompany and the Investor 8-K 1
326、0.1 1/7/202510.37 Registration Rights Agreement,dated December 31,2024,between theCompany and the Investor 8-K 10.2 1/7/202510.38 Termination Agreement,dated January 24,2025,between Nuvve HoldingCorp.and Switch EV Ltd.8-K 10.1 1/30/202510.39 Form of Securities Purchase Agreement,dated as of February
327、 4,2025 8-K 10.2 2/5/202510.40 Task Order Agreement entered into as of February 4,2025,by and amongNuvve Holding Corp.,Resource Innovations and ComEd 8-K 10.1 2/5/202510.41 Form of Securities Purchase Agreement,dated as of February 7,2025 8-K 10.2 2/7/202510.42 Amended and Restated Employment Agreem
328、ent,dated March 31,2025,byand between the Company and Gregory Poilasne 10-K 10.42 3/31/202510.43 Amended and Restated Employment Agreement,dated March 31,2025,byand between the Company and David Robson 10-K 10.43 3/31/202510.44 Form of Consulting Agreement,dated May 7,2025 8-K 10.1 5/9/202510.44 Con
329、sulting Services Agreement by and between the Company and BristolCapital,LLC,as amended on May 7,2025 8-K 10.2 5/9/202510.44 Form of Consulting Agreement,dated May 18,2025 8-K 10.1 5/22/202521.1 List of Subsidiaries of Nuvve Holding Corp*23.1 Consent of Deloitte&Touche LLP,Independent Registered Pub
330、lic AccountingFirm*23.2*Consent of Baker&Hostetler LLP(included in Exhibit 5.1)*24.1*Power of Attorney(included on the signature page to the registrationstatement)*107*Filing Fee Table*Filed herewith.#Filed by Newborn Acquisition Corp.,the predecessor to the registrant.Exhibits and/or schedules have
331、 been omitted pursuant to Item 601(a)(5)of Regulation S-K.The registrant hereby undertakes tofurnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC;provided,however,thatthe registrant may request confidential treatment pursuant to Rule 24b-2 under the Exch
332、ange Act for any exhibits or schedulesso furnished.Certain confidential information contained in this document,marked by*,has been omitted pursuant to Item601(b)(10)(iv)of Regulation S-K because it is both(i)not material and(ii)the type of information that the registrant treats asprivate or confiden
333、tial.II-72025/6/10 09:19sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htmhttps:/www.sec.gov/Archives/edgar/data/1836875/000121390025052654/ea0244456-s1_nuvve.htm32/35 Item17.Undertakings.(a)The undersigned registrant hereby undertakes:(1)To file,during any period in which offers or sales are being made,a post-effective amendment to this registrationstatement:(i)to inclu
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