Nuvve Holding Corp SEC Filings

Nuvve Holding Corp. (Nasdaq: NVVE) has filed a Form S-3 “shelf” registration statement that will allow it to issue up to $300 million of securities—including common stock, preferred stock, senior or subordinated debt, warrants and/or units—on a continuous or delayed basis.

The company is currently classified as a non-accelerated filer, smaller reporting company and emerging growth company. NVVE’s common stock last traded at $0.8713 on 27 Jun 2025. Under General Instruction I.B.6 (the “baby-shelf” rule), its public-float held by non-affiliates is approximately $28.95 million (10,438,022 shares × $2.78 closing price on 9 May 2025). Because this float is below $75 million, the company may not sell more than one-third of that amount—about $9.65 million—within any 12-month period. After prior sales of $599,847.45 over the past 12 months, the remaining capacity is roughly $9.05 million.

The shelf provides NVVE with financing flexibility: offerings can be made through underwriters, dealers, “at-the-market” programs or direct sales. Specific terms, pricing and use of proceeds will be disclosed in future prospectus supplements. Investors are cautioned to review the “Risk Factors” section (page 4) before purchasing, as the prospectus highlights that investing in NVVE securities involves a high degree of risk.

Neither the SEC nor state regulators have approved or disapproved the securities. The filing expressly states that the prospectus may not be used to consummate a sale unless accompanied by a prospectus supplement and will be amended as needed until declared effective.

Nuvve (Nasdaq: NVVE) filed an 8-K announcing the appointment of Laura Huang (Class A) and Brian Johnson (Class B) to its Board, effective June 25 2025.

Huang joins the Compensation and Nominating & Corporate Governance Committees; Johnson joins the Audit Committee. Both will receive standard director compensation and indemnification.

The filing reports no related-party transactions or family relationships under Item 404(a) and contains no financial updates. The additions strengthen board oversight and satisfy Item 5.02 disclosure requirements.

The SEC has declared Nuvve Holding Corp's Form S-1 registration statement effective as of June 24, 2025, at 4:00 P.M. The registration statement was filed under file number 333-287883.

A Form S-1 is a crucial SEC filing used for registering new securities offerings with the Securities and Exchange Commission. This effectiveness notice indicates that Nuvve has completed the registration process and can now proceed with its planned securities offering.

This development is significant for investors as it typically precedes:

• A new public offering of securities
• The ability to begin selling registered securities to the public
• Completion of regulatory requirements for the offering

Nuvve Holding Corp (NVVE) has filed a prospectus for the resale of up to 18,782,828 shares of common stock by selling stockholders. The shares include:

• 7,891,414 shares issuable upon conversion of senior convertible promissory notes (AIR Notes)
• 7,891,414 shares issuable upon exercise of AIR Warrants
• 3,000,000 shares issuable upon exercise of Initial Consultant Warrants issued in May 2025

Nuvve is a green energy technology company providing Vehicle-to-Grid (V2G) solutions through its proprietary GIVe platform. The company enables EV batteries to store and resell unused energy to the electrical grid. Their customer base includes fleet operators, automotive manufacturers, and charge point operators. Revenue is primarily generated from grid services via their GIVe software platform and V2G-enabled charging station sales.

The last reported stock price was $1.03 per share on June 23, 2025. Nuvve will not receive proceeds from the stock sales by selling stockholders but will bear registration expenses.

Nuvve Holding Corp. (NASDAQ: NVVE) has filed Amendment No. 1 to its Form S-1 shelf registration statement dated June 18, 2025. The filing registers up to 18,782,828 shares of common stock for resale by existing holders, consisting of (i) 7,891,414 shares underlying senior convertible promissory notes ("AIR Notes"), (ii) 7,891,414 shares underlying accompanying warrants ("AIR Warrants"), and (iii) 3,000,000 shares issuable upon exercise of consultant warrants granted in May 2025.

Key mechanics:

• The company will receive no proceeds from any sale of the registered shares.
• Nuvve will bear all registration expenses, while selling stockholders will pay selling commissions and related fees.
• The shares may be sold in one or more transactions at market, fixed or negotiated prices under Rule 415.
• The stock last traded at $1.19 per share on June 17, 2025 and is listed on Nasdaq Capital Market under the symbol "NVVE".

Investor considerations: The registration creates a potential supply overhang, as the resale volume equates to a sizable block relative to daily trading levels. Because the company is not issuing new securities, there is no direct capital infusion; however, converting note and warrant holders could expand the public float and affect share availability and liquidity. Prospective investors are directed to the "Risk Factors" section (page 7) for detailed risks tied to EV adoption, control weaknesses and operating milestones.

The filing classifies Nuvve as a non-accelerated filer, smaller reporting company, and emerging growth company, allowing scaled disclosures. The effective date will follow SEC review, and amendments may alter terms prior to effectiveness.