NVVE / Nuvve Holding Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Nuvve Holding Corp.

Mga Batayang Estadistika
LEI 5299004MEFX6GLLWU560
CIK 1836875
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nuvve Holding Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 3, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

September 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2025 NUVVE HOLDING CORP.

August 28, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2025 NUVVE HOLDING CORP.

August 25, 2025 EX-10.1

NUVVE HOLDING CORP. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN Amended and Restated by the Board: March 23, 2023 Approved by the Stockholders: June 2, 2023 Amended by the Board: April 24, 2025 Approved by the Stockholders: August 22, 2025

NUVVE HOLDING CORP. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN Amended and Restated by the Board: March 23, 2023 Approved by the Stockholders: June 2, 2023 Amended by the Board: April 24, 2025 Approved by the Stockholders: August 22, 2025 Section 1. Purpose; Definitions. 1.1. Purpose. The purpose of the Plan is to enable the Company to offer to employees, officers, and directors of, and consu

August 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2025 NUVVE HOLDING CORP.

August 15, 2025 EX-FILING FEES

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Nuvve Holding Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.

August 15, 2025 S-1

As filed with the Securities and Exchange Commission on August 15, 2025

As filed with the Securities and Exchange Commission on August 15, 2025 Registration No.

August 14, 2025 EX-3.1

Amended and Restated Certificate of Incorporatio

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NB MERGER CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law NB Merger Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1.The name of the Corporation is “NB Merger Corp.” 2.The Corporation’s Certificate of Incorporati

August 14, 2025 EX-99.1

Nuvve Provides Second Quarter 2025 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

Exhibit 99.1 Nuvve Provides Second Quarter 2025 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, August 14, 2025 /PRNewswire/— Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric veh

August 14, 2025 EX-10.7

Form of Fermata Energy II, LLC Convertible Note, dated April 23, 2025

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 o TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOLD

August 14, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 NUVVE HOLDING CORP.

August 14, 2025 EX-10.6

Agreement for the purchase and sale of future receipts, dated March 31, 2025, by and among Nuvve Holding Corp. as seller, Agile Lending, LLC, as Buyer, and Agile Capital Funding, LLC, as collateral agent.

signedexe20250331-67eae7 Agreement for the Purchase and Sale of Future Receipts Seller's Legal Name: D/B/A: Form of Business Entity: [ ] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ] Other: Agreed to by: (Signature), its Authorized Representative (Title) Name: Agreed to by: Authorized Representative (Title)(Signature), its Name: Buyer: Agile Capital Funding Agreed to by: (Signature), its (Title) Initials: 1 Agile Capital Funding Primary Contact: Title: Owner Time in Business: Federal Tax ID: Purchase Price: Purchased Amount: Average Projected Monthly Sales: NUVVE HOLDING CORP.

July 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2025 NUVVE HOLDING CORP.

July 23, 2025 EX-10.1

Asset Management Agreement between Nuvve Holding Corp. and DeFi Technologies, Inc., dated July 20, 2025.

Exhibit 10.1 ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective July 20, 2025 (the “Effective Date”), is entered into by and between Nuvve Holding Corp. (the “Client”), and DeFi Technologies, Inc. (the “Asset Manager”). WHEREAS, the Client wishes to appoint the Asset Manager to manage certain assets of the Client; and WHEREAS, the Asset Manager wishes to be ap

July 15, 2025 EX-4.2

Form of Representative’s Warrant

Exhibit 4.2 REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANT NUVVE HOLDING CORP. Warrant Shares: Initial Exercise Date: July [ ], 2025 THIS REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, the date hereof (the

July 15, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 NUVVE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-40296 86-1617000 (State or other jurisdiction of incorporation) (Commission File

July 15, 2025 EX-99.2

Nuvve Holding Corp. Announces Pricing of Public Offering of Common Stock to Launch HYPE Treasury Strategy

Exhibit 99.2 Nuvve Holding Corp. Announces Pricing of Public Offering of Common Stock to Launch HYPE Treasury Strategy SAN DIEGO, July 11, 2025 — Nuvve Holding Corp. (Nasdaq: NVVE) (the “Company” or “Nuvve”) a global leader in vehicle-to-grid (V2G) technology and grid modernization, today announced the pricing of its previously announced underwritten public offering of 5,029,403 shares of its comm

July 15, 2025 EX-1.1

Underwriting Agreement between Nuvve Holding Corp. and Lucid Capital Markets, LLC dated July 11, 2025.

Exhibit 1.1 3,044,463 SHARES of Common Stock and 1,984,940 Warrants of NUVVE HOLDING CORP. UNDERWRITING AGREEMENT July 11, 2025 Lucid Capital Markets, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Lucid Capital Markets, LLC 570 Lexington Avenue, 40th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned, Nuvve Holding Corp., a company

July 15, 2025 EX-4.1

, dated July 14, 2025

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUVVE HOLDING CORP. Warrant Shares: Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof

July 15, 2025 EX-99.1

Nuvve Holding Corp. Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Nuvve Holding Corp. Announces Proposed Public Offering of Common Stock SAN DIEGO, July 10, 2025 — Nuvve Holding Corp. (Nasdaq: NVVE) (the “Company” or “Nuvve”) a global leader in vehicle-to-grid (V2G) technology and grid modernization, today announced that it is commencing an underwritten public offering of shares of its common stock (or common stock equivalents). The offering is subj

July 14, 2025 424B5

3,044,463 Shares of Common Stock Pre-Funded Warrants to Purchase 1,984,940 Shares of Common Stock Nuvve Holding Corp.

Filed pursuant to Rule 424(b)(5) Registration No. 333-288394 PROSPECTUS SUPPLEMENT (to Prospectus dated July 7, 2025) 3,044,463 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,984,940 Shares of Common Stock Nuvve Holding Corp. We are offering 3,044,463 shares of our common stock, par value $0.0001 per share, pursuant to this prospectus supplement and accompanying prospectus and, in li

July 10, 2025 424B5

SUBJECT TO COMPLETION, DATED JULY 10, 2025

Filed pursuant to Rule 424(b)(5) Registration No. 333-288394 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities a

July 9, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

July 9, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

July 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 NUVVE HOLDING CORP.

July 3, 2025 EX-10.1

Employment Agreement, by and between Nuvve New Mexico, LLC and Ted Smith, dated June 27, 2025

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of June 27, 2025 (this “Agreement”), is made by and between NUVVE NEW MEXICO, LLC, a New Mexico limited liability company (together with its successors and assigns, the “Company”), and TED SMITH (the “Executive”).

July 2, 2025 CORRESP

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 July 2, 2025

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 July 2, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue Re: Nuvve Holding Corp. Registration Statement on Form S-3 File No. 333-288394 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as

June 27, 2025 EX-4.6

Form of Indenture

Exhibit 4.6 NUVVE HOLDING CORP. INDENTURE Dated as of , 20 [], As Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 Definitions 1 1.2 Other Definitions 3 1.3 Incorporation by Reference of Trust Indenture Act 4 1.4 Rules of Construction 4 ARTICLE II THE SECURITIES 4 2.1 Issuable in Series 4 2.2 Establishment of Terms of Series of Securities 4 2.3 Execution an

June 27, 2025 EX-4.5

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nuvve Holdings Corp.

Exhibit 4.5 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVVE HOLDING CORP. Nuvve Holding Corp. (the “Corporation”), a corporation existing under and by virtue of General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: The name of the Corporation is Nuvve Holding Corp. The Corporation’s Certificate of Incorporation was or

June 27, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

June 27, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Nuvve Holding Corp.

June 27, 2025 S-3

As filed with the Securities and Exchange Commission on June 27, 2025

As filed with the Securities and Exchange Commission on June 27, 2025 Registration No.

June 26, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2025 NUVVE HOLDING CORP.

June 24, 2025 424B3

Nuvve Holding Corp. Up to 18,782,828 Shares of Common Stock by Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287883 Prospectus Nuvve Holding Corp. Up to 18,782,828 Shares of Common Stock by Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholders”) of up to 18,782

June 20, 2025 CORRESP

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 June 20, 2025

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 June 20, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Sarah Sidwell Re: Nuvve Holding Corp. Registration Statement on Form S-1 File No. 333-287883 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933,

June 18, 2025 S-1/A

As filed with the Securities and Exchange Commission on June 18, 2025

As filed with the Securities and Exchange Commission on June 18, 2025 Registration No.

June 9, 2025 EX-21.1

List of Subsidiaries of Nuvve Holding Corp

Exhibit 21.1 Nuvve Holding Corp. List of Subsidiaries Nuvve Corporation, a Delaware corporation Nuvve KK, a company registered in Japan Nuvve of Pennsylvania LLC, a Pennsylvania limited liability company Nuvve Denmark ApS, a company registered in Denmark Nuvve Ltd., a company registered in the United Kingdom Nuvve CPO, Inc., a Delaware corporation Deep Impact 1, LLC, a Delaware limited liability c

June 9, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holding Corp.

June 9, 2025 S-1

As filed with the Securities and Exchange Commission on June 9, 2025

As filed with the Securities and Exchange Commission on June 9, 2025 Registration No.

June 5, 2025 EX-4.1

Form of Additional Convertible Note, dated May 30, 2025

Exhibit 4.1 FORM OF SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT

June 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2025 NUVVE HOLDING CORP.

June 5, 2025 EX-4.2

Form of Additional Warrant, dated May 30, 2025

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI

June 2, 2025 424B3

Nuvve Holding Corp. Up to 1,014,538 Shares of Common Stock by Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-284988 Prospectus Nuvve Holding Corp. Up to 1,014,538 Shares of Common Stock by Selling Stockholder This prospectus relates to the resale from time to time by the selling stockholder named in this prospectus (including its permitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholder”) of up to 1,014,538 sh

May 22, 2025 EX-10.1

Form of Consulting Agreement, dated May 18, 2025

Exhibit 10.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the “Agreement”) is made effective as May 18, 2025 (the “Effective Date”), by and between Nuvve Holdings Corp., a Delaware corporation with its principal place of business at 2488 Historic Decatur Road, Suite 230, San Diego, CA 92106 (the “Company”), and [],with its principal place of business located at [] (the “Consul

May 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2025 NUVVE HOLDING CORP.

May 22, 2025 CORRESP

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 May 22, 2025

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 May 22, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue Re: Nuvve Holding Corp. Registration Statement on Form S-3 File No. 333-284988 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as

May 22, 2025 EX-4.1

Form of Warrant, dated May 18, 2025.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

May 15, 2025 424B3

Nuvve Holding Corp. Up to 18,573,650 Shares of Common Stock by Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286407 Prospectus Nuvve Holding Corp. Up to 18,573,650 Shares of Common Stock by Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholders”) of up to 18,573

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOL

May 15, 2025 EX-99.1

Nuvve Provides First Quarter 2025 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

Exhibit 99.1 Nuvve Provides First Quarter 2025 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, May 15, 2025 /PRNewswire/— Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle

May 15, 2025 EX-10.10

Asset Purchase Agreement, dated as of April 25, 2025, by and among Nuvve Holdings Corp., a Delaware corporation, Fermata Energy LLC and Fermata Energy II, LLC

Exhibit 10.10 Execution Version ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) dated as of April 25, 2025 is entered into by and among Fermata Energy LLC, a Delaware limited liability company (“Seller”), Fermata Energy II, LLC, a Delaware limited liability company (“Buyer”) and Nuvve Holding Corp., a Delaware corporation (“Parent”). Capitalized terms used in this Agreeme

May 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 NUVVE HOLDING CORP.

May 14, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Nuvve Holding Corp.

May 14, 2025 S-3/A

As filed with the Securities and Exchange Commission on May 14, 2025

As filed with the Securities and Exchange Commission on May 14, 2025 Registration No.

May 13, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2025 NUVVE HOLDING CORP.

May 13, 2025 EX-99.1

Nuvve Holding Corp. Names James Altucher to Board of Directors Altucher brings deep expertise in cryptocurrencies, entrepreneurship, and investing to support Nuvve’s expansion into digital assets and blockchain strategy

Exhibit 99.1 Nuvve Holding Corp. Names James Altucher to Board of Directors Altucher brings deep expertise in cryptocurrencies, entrepreneurship, and investing to support Nuvve’s expansion into digital assets and blockchain strategy SAN DIEGO– May 13, 2025 – Nuvve Holding Corp. (NASDAQ: NVVE), a global leader in vehicle-to-grid (V2G) technology and grid modernization, today announced the appointme

May 9, 2025 EX-99.1

Nuvve Engages Crypto Venture Group to Accelerate Digital Asset Strategy New portfolio committee will be led by experts in technology, crypto, and fintech

Nuvve Engages Crypto Venture Group to Accelerate Digital Asset Strategy New portfolio committee will be led by experts in technology, crypto, and fintech SAN DIEGO– May 9, 2025 – Nuvve Holding Corp.

May 9, 2025 EX-4.1

Form of Warrant, dated May

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

May 9, 2025 CORRESP

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 May 9, 2025

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 May 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Eranga Dias Re: Nuvve Holding Corp. Registration Statement on Form S-1 File No. 333-286407 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as a

May 9, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2025 NUVVE HOLDING CORP.

May 9, 2025 EX-10.2

Consulting Services Agreement by and between Nuvve Holding Corp. and Bristol Capital, LLC, as amended on May 7, 2025

Exhibit 10.2 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the “Agreement”) is made effective as June 7, 2024 (the “Effective Date”), by and between Nuvve Holdings Corp., a Delaware corporation with its principal place of business at 2488 Historic Decatur Road, Suite 200, San Diego, CA 92106 (the “Company”), and Bristol Capital, LLC, a Delaware limited liability company with it

May 9, 2025 EX-10.1

Form of Consulting Agreement, dated May 7, 2025

Exhibit 10.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the “Agreement”) is made effective as May 7, 2025 (the “Effective Date”), by and between Nuvve Holdings Corp., a Delaware corporation with its principal place of business at 2488 Historic Decatur Road, Suite 230, San Diego, CA 92106 (the “Company”), and [],with its] principal place of business located at [] (the “Consul

April 30, 2025 CORRESP

* * *

April 30, 2025 Alan A. Lanis, Jr. direct dial: 310.442.8828 [email protected] Office of Manufacturing Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Attn: Eranga Dias and Jay Ingram Re: Nuvve Holding Corp. Registration Statement on Form S-1 Filed April 7, 2025 File No. 333-286407 Ladies and Gentlemen: On behalf of Nuvve Holding Corp. (the “Company”), we

April 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 NUVVE HOLDING CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 NUVVE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-40296 86-1617000 (State or other jurisdiction of incorporation) (Commission File

April 30, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holding Corp.

April 30, 2025 EX-4.2

Form of Additional Warrant, issued April 28, 2025

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI

April 30, 2025 EX-4.1

Form of Additional Convertible Note, issued April 28, 2025

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

April 30, 2025 S-1/A

As filed with the Securities and Exchange Commission on April 30, 2025

As filed with the Securities and Exchange Commission on April 30, 2025 Registration No.

April 29, 2025 EX-99.1

Nuvve Expands IP, Revenue, and Market Reach with Strategic Assets Acquisition of Fermata Energy Acquisition unites two of the most advanced V2G innovators, enhancing IP, expanding customer reach, and accelerating revenue growth.

Exhibit 99.1 Nuvve Expands IP, Revenue, and Market Reach with Strategic Assets Acquisition of Fermata Energy Acquisition unites two of the most advanced V2G innovators, enhancing IP, expanding customer reach, and accelerating revenue growth. San Diego, CA – April 29, 2025 – Nuvve Holding Corp. (Nasdaq: NVVE), a global leader in vehicle-to-grid (V2G) technology and grid modernization, today announc

April 29, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2025 NUVVE HOLDING CORP.

April 28, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2025 NUVVE HOLDING CORP.

April 28, 2025 EX-99.1

Nuvve Launches New Subsidiary to Capitalize on Cryptocurrency and Blockchain Opportunities

Exhibit 99.1 Nuvve Launches New Subsidiary to Capitalize on Cryptocurrency and Blockchain Opportunities San Diego, Calif. – April 28, 2025 – Nuvve Holding Corp. (NASDAQ: NVVE),a leader in grid modernization and vehicle-to-grid (V2G) technology, today announced a new wholly owned subsidiary dedicated to building a cryptocurrency digital treasury along with cash flowing blockchain opportunities as p

April 21, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2025 NUVVE HOLDING CORP.

April 16, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2025 NUVVE HOLDING CORP.

April 16, 2025 EX-4.2

Form of Amended and Restated Convertible Note, originally issued March 5, 2025

FORM OF AMENDED AND RESTATED SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

April 16, 2025 EX-4.1

Form of Amended and Restated Convertible Note, originally issued October 31, 2024

FORM OF AMENDED AND RESTATED SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

April 11, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2025 NUVVE HOLDING CORP.

April 7, 2025 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2025 NUVVE HOLDING CORP.

April 7, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holding Corp.

April 7, 2025 S-1

As filed with the Securities and Exchange Commission on April 4, 2025

As filed with the Securities and Exchange Commission on April 4, 2025 Registration No.

March 31, 2025 EX-10.43

Amended and Restated Employment Agreement, dated March 31, 2025, by and between the Company and David Robson

Exhibit 10.43 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 31, 2025 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and DAVID ROBSON (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Amended and Restated Em

March 31, 2025 EX-10.42

Amended and Restated Employment Agreement, dated March 31, 2025, by and between the Company and Gregory Poilasne

Exhibit 10.42 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 31, 2025, is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and GREGORY POILASNE (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Amended and Restated Employment Agreement

March 31, 2025 EX-99.1

Nuvve Provides Fourth Quarter and Full Year 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

Exhibit 99.1 Nuvve Provides Fourth Quarter and Full Year 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, CA - March 31, 2025 — Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a global leader in grid modernization and vehicle-to-grid (V2G) technology, today provided a fourth quarter and full-year 2024 update. Fourth Quarter Highlights and

March 31, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 NUVVE HOLDING CORP.

March 31, 2025 EX-21.1

List of Subsidiaries of Nuvve Holding Corp

Nuvve Holding Corp. – List of Subsidiaries Nuvve Corporation Nuvve CPO Inc. Nuvve Denmark ApS Nuvve KK Nuvve Ltd Nuvve SaS

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOLDING

March 31, 2025 EX-19.1

Insider Trading Policy and Procedures

Adopted March 22, 2021 INSIDER TRADING POLICY OF NUVVE HOLDING CORP. The Board of Directors of Nuvve Holding Corp. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) for directors, officers, employees and consultants of the Company and its subsidiaries with respect to the trading of the Company’s securities, as well as the securities of publicly-traded companies with whom the

March 11, 2025 EX-4.1

Form of Additional Convertible Note

Exhibit 4.1 FORM OF SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT

March 11, 2025 EX-4.2

Form of Additional Warrant

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI

March 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 NUVVE HOLDING CORP.

March 3, 2025 EX-10.1

Fifth Amendment to Securities Purchase Agreement, dated as of March 2, 2025

FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of March 2, 2025, is entered into among Nuvve Holding Corp.

March 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2025 NUVVE HOLDING CORP.

February 24, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2025 NUVVE HOLDING CORP.

February 14, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Nuvve Holding Corp.

February 14, 2025 S-3

As filed with the Securities and Exchange Commission on February 14, 2025

As filed with the Securities and Exchange Commission on February 14, 2025 Registration No.

February 13, 2025 EX-1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT (this “ Agreement”), dated as of January 1, 2025, is entered into by and among Bristol Investment Fund, Ltd.

February 11, 2025 424B5

Nuvve Holding Corp. 108,428 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-264462 PROSPECTUS SUPPLEMENT (to Prospectus dated May 5, 2022) Nuvve Holding Corp. 108,428 Shares of Common Stock We are offering 108,428 shares of our common stock, par value $0.0001 per share, in a registered direct offering directly to certain investors at an offering price of $2.966 per share. The gross proceeds to us, before expenses, will

February 11, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2025 NUVVE HOLDING CORP.

February 7, 2025 EX-10.1

Fourth Amendment to Securities Purchase Agreement, dated as of February 7, 2025

Exhibit 10.1 FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of February 7, 2025, is entered into among Nuvve Holding Corp., a Delaware corporation (the “Company”) and each Person identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). Capit

February 7, 2025 EX-10.2

Form of Securities Purchase Agreement, dated as of February 7, 2025

Exhibit 10.2 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2025, between Nuvve Holding Corp., Inc., a Delaware corpor

February 7, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2025 NUVVE HOLDING CORP.

February 6, 2025 424B5

Nuvve Holding Corp. 105,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-264462 PROSPECTUS SUPPLEMENT (to Prospectus dated May 5, 2022) Nuvve Holding Corp. 105,000 Shares of Common Stock We are offering 105,000 shares of our common stock, par value $0.0001 per share, in a registered direct offering directly to a certain investor at an offering price of $2.65 per share. The gross proceeds to us, before expenses, will

February 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2025 NUVVE HOLDING CORP.

February 5, 2025 EX-10.2

Form of Securities Purchase Agreement, dated as of February 4, 2025

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 4, 2025, between Nuvve Holding Corp.

February 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2025 NUVVE HOLDING CORP.

February 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2025 NUVVE HOLDING CORP.

February 5, 2025 EX-10.1

Third Amendment to Securities Purchase Agreement, dated as of February 4, 2025

Exhibit 10.1 THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of February 4, 2025, is entered into among Nuvve Holding Corp., a Delaware corporation (the “Company”) and each Person identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). Capital

February 5, 2025 EX-10.1

Task Order Agreement entered into as of February 4, 2025, by and among Nuvve Holding Corp., Resource Innovations and ComEd

Task Order No. AV90851001 Page 1 of 125 TASK ORDER NO. AV90851001 Between Resource Innovations, Inc. (“Resource Innovations” or “RI”) and Nuvve Holding Corp. (“Contractor” or “Nuvve”) TASK ORDER IDENTIFICATION INFORMATION Project Name and Project Number: ComEd BE School Bus V2G Operator 611806.FY25.001 Client Name: Commonwealth Edison Company (“ComEd”), acting by and through its agent, Exelon Busi

February 4, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2025 NUVVE HOLDING CORP.

February 4, 2025 EX-10.1

Second Amendment to Securities Purchase Agreement, effective as of February 4, 2025

Exhibit 10.1 SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), effective as of February 3, 2025 (the "Effective Date"), is entered into among Nuvve Holding Corp., a Delaware corporation (the “Company”) and each Person identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collect

February 3, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

January 30, 2025 EX-10.1

Termination Agreement, dated January 24, 2025, between Nuvve Holding Corp. and Switch EV Ltd.

Exhibit 10.1 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. THIS TERMINATION AGREEMENT is made the 24th day of January 2025 BETWEEN: (1)Switch EV Ltd, a company registered in England and Wales, registration no. 12488891, with its

January 30, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

January 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2025 NUVVE HOLDING CORP.

January 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2025 NUVVE HOLDING CORP.

January 29, 2025 EX-99.1

Nuvve Board Approves Bitcoin (BTC) Payments and Treasury Strategy

Exhibit 99.1 Nuvve Board Approves Bitcoin (BTC) Payments and Treasury Strategy SAN DIEGO, CA., Jan. 28 2025 – Nuvve Holding Corp. (Nasdaq: NVVE), a global leader in vehicle-to-grid (V2G) technology, today announced its Board of Directors has approved the inclusion of Bitcoin (BTC) as a primary asset in the company’s treasury management program. Nuvve will allocate up to 30% of its excess cash, cal

January 27, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2025 NUVVE HOLDING CORP.

January 17, 2025 EX-1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT (this “ Agreement”), dated as of January 1, 2025, is entered into by and among Bristol Investment Fund, Ltd.

January 16, 2025 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 NUVVE HOLDING CORP.

January 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 NUVVE HOLDING CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 NUVVE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-40296 86-1617000 (State or other jurisdiction of incorporation) (Commission Fi

January 15, 2025 EX-10.1

First Amendment to Securities Purchase Agreement, dated as of January 14, 2025

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of January 14, 2025, is entered into among Nuvve Holding Corp., a Delaware corporation (the “Company”) and each Person identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). Capital

January 7, 2025 EX-10.2

Registration Rights Agreement, dated December 31, 2024, between the Company and the Investor

Exhibit 10.2 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2024, by and between Nuvve Holding Corp.,

January 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 NUVVE HOLDING CORP.

January 7, 2025 EX-4.2

Common Stock Purchase Warrants, dated December 31, 2024

Exhibit 4.2 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISS

January 7, 2025 EX-10.1

Securities Purchase Agreement, dated December 31, 2024, between the Company and the Investor

Exhibit 10.1 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated, and/or modified from time to time, this “Agreement”) is entered int

January 7, 2025 EX-4.1

Convertible Promissory Note, dated December 31, 2024

Exhibit 4.1 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF

December 20, 2024 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024 NUVVE HOLDING CORP.

December 20, 2024 424B3

Nuvve Holding Corp. Up to 3,918,034 Shares of Common Stock by Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283451 Prospectus Nuvve Holding Corp. Up to 3,918,034 Shares of Common Stock by Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholders”) of up to 3,918,0

December 20, 2024 EX-10.1

Form of Securities Purchase Agreement, dated October 31, 2024

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). WHEREAS, subject to the terms and conditions set forth in

December 16, 2024 CORRESP

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 December 16, 2024

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 230 San Diego, California 92106 December 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue Re: Nuvve Holding Corp. Registration Statement on Form S-1 File No. 333-283451 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 193

December 16, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

December 6, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

December 4, 2024 EX-10.1

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 agen

Exhibit 10.1 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of November 27, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capaci

December 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2024 NUVVE HOLDING CORP.

November 25, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holding Corp.

November 25, 2024 S-1

As filed with the Securities and Exchange Commission on November 25, 2024

As filed with the Securities and Exchange Commission on November 25, 2024 Registration No.

November 25, 2024 EX-21.1

List of Subsidiaries of Nuvve Holding Corp

Exhibit 21.1 Nuvve Holding Corp. List of Subsidiaries Nuvve Corporation, a Delaware corporation Nuvve KK, a company registered in Japan Nuvve of Pennsylvania LLC, a Pennsylvania limited liability company Nuvve Denmark ApS, a company registered in Denmark Nuvve Ltd., a company registered in the United Kingdom Levo Mobility LLC, a Delaware limited liability company Nuvve CPO, Inc., a Delaware corpor

November 20, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 NUVVE HOLDING CORP.

November 13, 2024 EX-10.5

Contribution and Unit Purchase Agreement entered as of August 16, 2024, by and among Nuvve CPO Inc., a Delaware corporation and wholly-owned subsidiary of Nuvve Holding Corp., a Delaware corporation, and WISE-EV LLC, or its designee, and Deep Impact 1 LLC, a Delaware limited liability company.

Exhibit 10.5 CONTRIBUTION AND UNIT PURCHASE AGREEMENT This Contribution and Unit Purchase Agreement (this “Agreement”) is entered as of August 16, 2024, by and among Nuvve CPO Inc., a Delaware corporation (“Nuvve”) and wholly-owned subsidiary of Nuvve Holding Corp., a Delaware corporation, and WISE-EV LLC, or its designee (“Wise”) (each of Nuvve and Wise is referred to herein as a “Purchaser” and,

November 13, 2024 SC 13G/A

NVVE / Nuvve Holding Corp. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea022071807-13ga1intranuvve.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuvve Holding Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67079Y308 (CUSIP Number) September 30, 2024 (Date of Event Which Requ

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE

November 13, 2024 EX-10.4

Form of Convertible Promissory Note dated August 16, 2024

Exhibit 10.4 FORM OF PROMISSORY NOTE $[●] August [●], 2024 FOR VALUE RECEIVED, Deep Impact 1 LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of [●] (the “Noteholder”, and together with the other Investors (as that term is defined in the Borrower’s Limited Liability Company Agreement, dated as of or about the date hereof, as amended fr

November 12, 2024 EX-99.1

Nuvve Provides Third Quarter 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

Exhibit 99.1 Nuvve Provides Third Quarter 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, November 12, 2024 /PRNewswire/— Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric ve

November 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 NUVVE HOLDING CORP.

November 1, 2024 EX-4.2

Form of Warrant

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI

November 1, 2024 EX-4.1

Form of Convertible Note

Exhibit 4.1 FORM OF SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT

November 1, 2024 EX-99.1

Nuvve Announces Private Placement of Senior Convertible Notes and Warrants

Exhibit 99.1 Nuvve Announces Private Placement of Senior Convertible Notes and Warrants SAN DIEGO, October 31, 2024 /PRNewswire/— Nuvve Holding Corp. (“Nuvve” or the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back

November 1, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”). WHEREAS, subject to the terms and conditions set forth in

November 1, 2024 EX-10.2

Form of Registration Rights Agreemen

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 31, 2024, by and between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each of the several buyers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”). This Agreement is made pursuant to the Securities Purchase Agree

November 1, 2024 SC 13G

NVVE / Nuvve Holding Corp. / Five Narrow Lane LP - SCHEDULE 13G Passive Investment

SC 13G 1 ea0219576-13gfivenuvve.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) NUVVE HOLDING CORP. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 67079Y308 (CUSIP Number) October 31, 2024 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

November 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024 NUVVE HOLDING CORP.

October 18, 2024 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2024 NUVVE HOLDING CORP.

October 17, 2024 EX-99.A

Joint Filing Agreement

EX-99.A 2 tm2426418d1ex99-a.htm EXHIBIT 99.A Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Nuvve Holding Corp., dated as of October 17, 2024, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordan

October 17, 2024 SC 13D/A

NVVE / Nuvve Holding Corp. / Stonepeak GP Investors Holdings LP - SC 13D/A Activist Investment

SC 13D/A 1 tm2426418d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* NUVVE HOLDING CORP. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 67079Y 100 (CUSIP Number) Adrienne Saunders Senior Managing Director, General Counsel and Chief Compli

October 16, 2024 SC 13G/A

NVVE / Nuvve Holding Corp. / Empery Asset Management, LP - NUVVE HOLDING CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuvve Holding Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 67079Y308 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which th

October 3, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2024 NUVVE HOLDING CORP.

September 25, 2024 EX-99.1

Nuvve Updates Shareholders on Compliance Measures

Exhibit 99.1 Nuvve Updates Shareholders on Compliance Measures San Diego (September 24, 2024) /PRNewswire/ — Nuvve Holding Corp. (Nasdaq: NVVE), a leader in vehicle-to-grid (V2G) technology, has issued a letter to shareholders regarding actions taken to regain compliance with Nasdaq’s Bid Price Rule. Nuvve recently executed a 1-for-10 reverse stock split, resulting in 652,727 shares outstanding. T

September 25, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2024 NUVVE HOLDING CORP.

September 17, 2024 EX-3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVVE HOLDING CORP. Nuvve Holding Corp. (the “Corporation”), a corporation existing under and by virtue of General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1.The name of the Corporation is Nuvve Holding Corp. 2.The Corporation’s Certificate of Incorporation wa

September 17, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2024 NUVVE HOLDING CORP.

September 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024 NUVVE HOLDING CORP.

September 13, 2024 EX-99.1

NUVVE ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT

Exhibit 99.1 NUVVE ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT SAN DIEGO, September 13, 2024 /PRNewswire/— Nuvve Holding Corp. (“Nuvve” or the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back to the local electric grid a

September 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024 NUVVE HOLDING CORP.

August 29, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2024 NUVVE HOLDING CORP.

August 29, 2024 EX-10.1

Form of Convertible Promissory Note dated August 27, 2024

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO RE

August 22, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2024 NUVVE HOLDING CORP.

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOLD

August 14, 2024 EX-10.1

Master Services Agreement, dated May 14, 2024, by and between the Company and the Board of Fresno Economic Opportunities Commission.

Exhibit 10.1 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”), dated as of May 14, 2024 (the “Effective Date”), is by and between Nuvve Holding Corp., a De

August 14, 2024 EX-10.2

Subordinated Business Loan and Security Agreement, dated August 9, 2024, by and among Nuvve Holding Corp. as borrower, Agile Lending, LLC, as Lender, and Agile Capital Funding, LLC, as collateral agent.

SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of August 06, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.

August 13, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2024 NUVVE HOLDING CORP.

August 13, 2024 EX-99.1

Nuvve Provides Second Quarter 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

Exhibit 99.1 Nuvve Provides Second Quarter 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, August 13, 2024 /PRNewswire/— Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric veh

July 16, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

July 16, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

July 5, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

May 24, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2024 NUVVE HOLDING CORP.

May 15, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2024 NUVVE HOLDING CORP.

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOL

May 14, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2024 NUVVE HOLDING CORP.

May 14, 2024 EX-99.1

Nuvve Provides First Quarter 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

Exhibit 99.1 Nuvve Provides First Quarter 2024 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, May 14, 2024 /PRNewswire/— Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to stor

April 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2024 NUVVE HOLDING CORP.

April 1, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2024 NUVVE HOLDING CORP.

March 29, 2024 EX-10.28

Settlement and Release Agreement, dated February 2, 2024, between the Company and Rhombus Energy Solutions.

Exhibit 10.36 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT This Confidential Settlement and Release Agreement (“Agreement”) is entered into as of February 2, 2024 (the “Effective Da

March 29, 2024 EX-97.1

Nuvve Holding Corp. Compensation Clawback Policy

Exhibit 97.1 NUVVE HOLDING CORP. COMPENSATION CLAWBACK POLICY (Adopted as of December 1, 2023) 1. INTRODUCTION Nuvve Holding Corp. (the “Company”) is adopting this Compensation Clawback Policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This Policy

March 29, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE HOLDING

March 29, 2024 EX-21.1

List of Subsidiaries of Nuvve Holding Corp

Nuvve Holding Corp. – List of Subsidiaries Nuvve Corporation Nuvve Co. Nuvve Of Pennsylvania LLC Nuvve Denmark ApS Nuvve Ltd Levo Mobility

March 28, 2024 EX-99.1

Nuvve Provides Fourth Quarter and Full Year 2023 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

Exhibit 99.1 Nuvve Provides Fourth Quarter and Full Year 2023 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, CA - March 28, 2024 — Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform designed to enable electric vehicle (EV) b

March 28, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2024 NUVVE HOLDING CORP.

February 12, 2024 SC 13G

NVVE / Nuvve Holding Corp. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuvve Holding Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67079Y209 (CUSIP Number) February 2, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 12, 2024 EX-99.1

Exhibit 1

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

February 7, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2024 NUVVE HOLDING CORP.

February 2, 2024 424B4

3,035,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 1,765,000 Shares of Common Stock Series A Warrants to purchase up to 4,800,000 Shares of Common Stock Series B Warrants to purchase up to 4,800,000 Shares of Common Stock Series C

Filed pursuant to Rule 424(b)(4) Registration Number 333-276415 Prospectus 3,035,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 1,765,000 Shares of Common Stock Series A Warrants to purchase up to 4,800,000 Shares of Common Stock Series B Warrants to purchase up to 4,800,000 Shares of Common Stock Series C Warrants to purchase up to 4,800,000 Shares of Common Stock Underwriter Warrants to purchase up to 480,000 Shares of Common Stock 16,645,000 Shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, Series A Warrants, Series B Warrants, Series C Warrants and Underwriter Warrants This is a firm commitment public offering 3,035,000 shares of common stock, par value $0.

February 2, 2024 EX-99.1

Nuvve Holding Corp. Announces Pricing of $9.6 Million Underwritten Public Offering

Exhibit 99.1 Nuvve Holding Corp. Announces Pricing of $9.6 Million Underwritten Public Offering SAN DIEGO, Jan. 31, 2024 /PRNewswire/ - Nuvve Holding Corp. ("Nuvve" or the "Company") (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy

February 2, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2024 NUVVE HOLDING CORP.

January 31, 2024 SC 13G/A

NVVE / Nuvve Holding Corp. / Brown Stone Capital Ltd - SC 13G/A Passive Investment

SC 13G/A 1 nvvesc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Nuvve Holding Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67079Y209 (CUSIP Number) December 31, 2023 (Date of Event Which Requires the Filing of this Statement) Check th

January 31, 2024 EX-99.1

Joint Filing Agreement.

EX-99.1 2 nvveex991.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.0001 per share, of (the “Ordinary Shares”) of Nuvve Holding Corp., a Delaware corporation, dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13G) signed by each

January 30, 2024 CORRESP

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 200 San Diego, California 92106 January 30, 2024

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 200 San Diego, California 92106 January 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Patrick Fullem Re: Nuvve Holding Corp. Registration Statement on Form S-1 File No. 333-276415 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 19

January 30, 2024 CORRESP

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 200 San Diego, California 92106 January 30, 2024

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 200 San Diego, California 92106 January 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Patrick Fullem Re: Nuvve Holding Corp. Registration Statement on Form S-1 File No. 333-276415 Ladies and Gentlemen: Reference is made to our letter, filed as correspon

January 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2024 NUVVE HOLDING CORP.

January 26, 2024 CORRESP

January 26, 2024

January 26, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Attn: Patrick Fullem Re: Nuvve Holding Corp.

January 26, 2024 EX-4.11

Form of Series C Warrant to Purchase Common Stock

Exhibit 4.11 SERIES C COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp. Warrant Shares: Initial Exercise Date: Issue Date: THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Initial

January 26, 2024 EX-4.10

Form of Series B Warrant to Purchase Common Stock

Exhibit 4.10 SERIES B COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp. Warrant Shares: Initial Exercise Date: Issue Date: THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Initial

January 26, 2024 EX-10.31

Amended and Restated Employment Agreement with Ted Smith, dated January 25, 2024

Exhibit 10.31 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 24, 2024 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and TED SMITH (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Employment Agreement dat

January 26, 2024 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 SHARES of Common Stock Pre-funded warrants (EXERSISABLE FOR SHARES OF COMMON STOCK) series a warrants (EXERSISABLE FOR SHARES OF COMMON STOCK) series b warrants and (EXERSISABLE FOR SHARES OF COMMON STOCK) series c Warrants (EXERSISABLE FOR SHARES OF COMMON STOCK) NUVVE HOLDING CORP. UNDERWRITING AGREEMENT January , 2024 Craig-Hallum Capital Group LLC As the Representative of the Sever

January 26, 2024 EX-4.9

Form of Series A Warrant to Purchase Common Stock

Exhibit 4.9 SERIES A COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp. Warrant Shares: Initial Exercise Date: Issue Date: THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Initial E

January 26, 2024 EX-10.32

Amended and Restated Employment Agreement with David Robson, dated January 25, 2024

Exhibit 10.32 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 25, 2024 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and DAVID ROBSON (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Employment Agreement

January 26, 2024 S-1/A

As filed with the Securities and Exchange Commission on January 25, 2024

As filed with the Securities and Exchange Commission on January 25, 2024 Registration No.

January 26, 2024 EX-10.3

Amended and Restated Employment Agreement with David Robson, dated January 25, 2024

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 25, 2024 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and DAVID ROBSON (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Employment Agreement d

January 26, 2024 EX-10.2

Amended and Restated Employment Agreement with Ted Smith, dated January 25, 2024

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 24, 2024 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and TED SMITH (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Employment Agreement date

January 26, 2024 EX-4.14

Form of Warrant Agency Agreement between the Company and Computershare Trust Company, N.A.

Exhibit 4.14 NUVVE HOLDING CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), by and between Nuvve Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a Delaware limited liability company (“CST” or th

January 26, 2024 EX-4.12

Form of Pre-Funded Warrant

Exhibit 4.12 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp. Warrant Shares: Initial Exercise Date: Issue Date: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h

January 26, 2024 EX-10.30

Amended and Restated Employment Agreement with Gregory Poilasne, dated January 25, 2024

Exhibit 10.30 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 25, 2024 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and GREGORY POILASNE (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Employment Agreem

January 26, 2024 CORRESP

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 200 San Diego, California 92106 January 26, 2024

Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 200 San Diego, California 92106 January 26, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Patrick Fullem Re: Nuvve Holding Corp. Registration Statement on Form S-1 File No. 333-276415 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 19

January 26, 2024 EX-10.1

Amended and Restated Employment Agreement with Gregory Poilasne, dated January 25, 2024

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 25, 2024 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and GREGORY POILASNE (the “Executive”). WHEREAS, the Company and Executive are parties to a certain Employment Agreeme

January 26, 2024 EX-4.13

Form of Underwriter Warrant

Exhibit 4.13 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp. Warrant Shares: Issue Date: THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Ini

January 26, 2024 EX-FILING FEES

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holdings Corp.

January 24, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2024 NUVVE HOLDING CORP.

January 22, 2024 EX-3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVVE HOLDING CORP. Nuvve Holding Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1.The original Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of t

January 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2024 NUVVE HOLDING CORP.

January 18, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024 NUVVE HOLDING CORP.

January 18, 2024 EX-99.1

2

Exhibit 99.1 NUVVE ANNOUNCES 1-FOR-40 REVERSE STOCK SPLIT SAN DIEGO, January 18, 2024 /PRNewswire/— Nuvve Holding Corp. (“Nuvve” or the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back to the local electric grid and

January 9, 2024 SC 13G

NVVE / Nuvve Holding Corp. / Empery Asset Management, LP - NUVVE HOLDING CORP. Passive Investment

SC 13G 1 p24-0052sc13g.htm NUVVE HOLDING CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuvve Holding Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 67079Y100 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate b

January 8, 2024 S-1

As filed with the Securities and Exchange Commission on January 5, 2024

As filed with the Securities and Exchange Commission on January 5, 2024 Registration No.

January 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2024 NUVVE HOLDING CORP.

January 8, 2024 EX-FILING FEES

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nuvve Holdings Corp.

January 4, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

December 13, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 NUVVE HOLDING CORP.

December 13, 2023 EX-99.1

2

Exhibit 99.1 Subject: Propelling Nuvve Forward – A Stockholder Update Dear Fellow Stockholders, I hope this letter finds you well. I am writing today to update you on the progress Nuvve has made delivering on our key strategic initiatives in recent months and the steps we are taking to capture significant growth opportunities ahead. Your trust in our vision and technology continues to be the fuel

December 13, 2023 EX-99.2

Nuvve Releases Letter to Stockholders

Exhibit 99.2 Nuvve Releases Letter to Stockholders San Diego, December 13, 2023 —Nuvve Holding Corp. (Nasdaq: NVVE), a global technology leader accelerating the electrification of transportation through its proprietary vehicle-to-grid (V2G) platform, today released a letter to its stockholders providing details on its recent performance highlights, product and services offerings, growth strategy a

December 11, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. _)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

December 5, 2023 EX-3.1

Second Amended and Restated Bylaw of Nuvve Holding Corp.

Exhibit 3.1 SECOND AMENDED AND RESTATED BY LAWS OF NUVVE HOLDING CORP. Adopted by the Board of Directors on December 1, 2023 ARTICLE I OFFICES 1.1 Registered Office. The registered office of Nuvve Holding Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC s

December 5, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2023 NUVVE HOLDING CORP.

December 1, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. _)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 o TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40296 NUVVE

November 9, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 NUVVE HOLDING CORP.

November 9, 2023 EX-99.1

Nuvve Provides Third Quarter 2023 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

Exhibit 99.1 Nuvve Provides Third Quarter 2023 Financial Update Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT) SAN DIEGO, November 9, 2023 /PRNewswire/— Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to

October 27, 2023 EX-99.1

Nuvve Holding Corp. Announces Closing of $2.066 Million Registered Direct Offering Priced At-the-Market

Exhibit 99.1 Nuvve Holding Corp. Announces Closing of $2.066 Million Registered Direct Offering Priced At-the-Market SAN DIEGO, Oct. 27, 2023 /PRNewswire/ - Nuvve Holding Corp. (Nasdaq: NVVE) (“Nuvve”), a global technology leader accelerating the electrification of transportation through its proprietary vehicle-to-grid (V2G) platform, today announced the closing of its previously announced definit

October 27, 2023 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK NUVVE HOLDING CORP. Warrant Shares: [●] Initial Exercise Date: October 25, 2023 Issue Date: October 27, 2023 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafte

October 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2023 NUVVE HOLDING CORP.

October 27, 2023 EX-10.1

Form of Securities Purchase Agreement between the Company and the Purchasers named therein, dated October 25, 2023

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2023, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and

October 27, 2023 EX-1.1

Placement Agent Agreement, dated October 25, 2023, by and between the Company and Aegis Capital Corp., as the placement agent.

Exhibit 1.1 October 25, 2023 Mr. Gregory Poilasne, Chief Executive Officer Nuvve Holding Corp. 2488 Historic Decatur Road, Suite 200, San Diego, California 92106 Re: NVVE Shelf Takedown Dear Mr. Poilasne: The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection w

October 26, 2023 424B5

NUVVE HOLDING CORP. 4,366,092 Shares of Common Stock Pre-Funded Warrants to Purchase 9,406,848 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264462 PROSPECTUS SUPPLEMENT (To Prospectus dated May 5, 2022) NUVVE HOLDING CORP. 4,366,092 Shares of Common Stock Pre-Funded Warrants to Purchase 9,406,848 Shares of Common Stock We are offering (i) 4,366,092 shares of our common stock, par value $0.0001 per share, at a purchase price of $0.15 per share, and (ii) pre-funded warrants to purcha

October 20, 2023 EX-1.1

Underwriting Agreement between the Company and Aegis Capital Corp., as underwriter, dated October 18, 2023

Exhibit 1.1 NUVVE HOLDING CORP. UNDERWRITING AGREEMENT New York, New York October 18, 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, New York 10015 Ladies and Gentlemen: The undersigned, Nuvve Holding Corp., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration St

October 20, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2023 NUVVE HOLDING CORP.

October 19, 2023 424B5

NUVVE HOLDING CORP. 7,142,857 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264462 PROSPECTUS SUPPLEMENT (To Prospectus dated May 5, 2022) NUVVE HOLDING CORP. 7,142,857 Shares of Common Stock We are offering 7,142,857 shares of our common stock, par value $0.0001 per share, as described in this prospectus supplement and the accompanying prospectus, at a purchase price of $0.14 per share. Our common stock is listed on t

October 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2023 NUVVE HOLDING CORP.

October 16, 2023 424B5

Subject to Completion, Dated OCTOBER 16, 2023

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264462 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell th

October 12, 2023 EX-99.1

2

Exhibit 99.1 Nuvve Receives 180 Calendar Day Extension from the Nasdaq Stock Market to Regain Compliance with Bid Price Rule SAN DIEGO (October 12, 2023) – Nuvve Holding Corp. ("Nuvve" or "the Company") (Nasdaq: NVVE), a global leader in vehicle-to-grid technology and deployments, announced today that it has received a 180 calendar day extension, until April 8, 2024, from the Nasdaq Stock Market (

October 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2023 NUVVE HOLDING CORP.

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista