Welcome to our dedicated page for Nuvve Holding SEC filings (Ticker: NVVE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Nuvve Holding Corp. filings document the company’s operating results, material contracts, capital structure and public-company governance. Recent 8-K disclosures cover financial results, cooperation and service agreements tied to energy-storage and grid services, termination of a fleet-electrification master services agreement, and executive compensation arrangements.
The filing record for NVVE also includes disclosures on Series A Convertible Preferred Stock rights, common stock and warrant securities, Nasdaq continued-listing matters, a Form 25 relating to warrants, board leadership, Regulation FD materials and risk-relevant events affecting the company’s vehicle-to-grid, battery storage and grid-modernization business.
Nuvve Holding Corp. (NVVE) filed a Form D notice for a new exempt offering of securities under Rule 506(b) of Regulation D. The offering covers equity in the form of Series B Preferred Stock, related options or warrants, and the underlying securities issuable upon exercise.
The filing reports a total amount sold of $14,737,000, with $0 remaining to be sold. The company states that this amount represents the total stated value of the Series B Preferred Stock issued as milestone consideration, indicating the securities were issued as consideration rather than for cash proceeds. The date of first sale is reported as August 24, 2026, and no finders’ fees were paid.
Nuvve Holding Corp. (symbol: NVVE) is the issuer of record for a Form 8-K filing submitted to the SEC.
Nuvve Holding Corp. reported higher revenue but continued large losses for the six months ended June 30, 2026. Total revenue rose to $2,619,846 from $1,245,454 a year earlier, driven mainly by product sales and services, including contributions from Japan. Operating loss narrowed to $13,292,317 from $20,383,839, and net loss attributable to common stockholders was $12,982,806, including preferred dividends and accretion.
Liquidity remains strained. Cash was only $500,877 with a $8.9 million working capital deficit and a total stockholders’ deficit of $7.5 million. Net cash used in operating activities was $9,391,540. Management states that recurring losses, significant cash burn, upcoming debt maturities of about $2.1 million, and dependence on new financing raise substantial doubt about the company’s ability to continue as a going concern. After quarter-end, a majority of holders of Fermata Energy II LLC promissory notes demanded repayment; nonpayment triggered default and an 18% default interest rate on those notes.
Nuvve Holding Corp. reported second quarter 2026 results, highlighting strong top-line growth but continued significant losses and liquidity pressure. Total revenue was $1.23 million for the quarter, up from $0.33 million a year earlier, an increase of 268.4%, driven mainly by higher product sales and grant revenue.
Profitability deteriorated, with products and services margin at -14.5% versus 60.6% a year ago, impacted by higher replacement warranty costs on discontinued DC chargers, write-downs related to the Troy project, and a higher mix of hardware charging stations. Net loss was $7.3 million compared with $13.6 million in the prior-year quarter, helped by a 52.9% reduction in selling, general and administrative expenses to $6.5 million. Cash operating losses were $7.3 million in the quarter.
Nuvve raised $2.5 million in gross proceeds during the quarter through a private placement, preferred stock issuance, and warrant exercises, but cash and cash equivalents fell to $0.5 million as of June 30, 2026, from $5.5 million at December 31, 2025. Total liabilities were $19.4 million versus total assets of $12.2 million, resulting in a stockholders’ deficit of $7.5 million. Megawatts under management increased to 29.9 MW, up 5.7% over the fourth quarter of 2025.
Marco Naumann reported beneficial ownership of 51,741 shares of Nuvve Holding Corp. common stock, representing 8.97% of the class. All of these shares are held with sole voting and sole dispositive power, with no shared authority. The ownership percentage is based on 577,064 common shares outstanding as referenced from a separate report by RainForest Partners, LLC. Naumann is a German citizen with a business address in Switzerland.
Nuvve Holding Corp. reports that its Common Shares Purchase Agreement with Five Narrow Lane, L.P. and Hailstone Peak Funding LLC, a committed equity facility, automatically terminated after its common stock was delisted from Nasdaq effective July 24, 2026.
The agreement, originally dated November 14, 2025 and amended and restated on December 1, 2025, had allowed Nuvve to sell up to $25 million of common stock at its option. The termination became effective July 24, 2026, and Nuvve states it incurred no early termination penalties.
Nuvve Holding Corp. received a Nasdaq Hearings Panel determination on July 22, 2026 to delist its common stock from The Nasdaq Capital Market. The decision cites failure to demonstrate compliance with the periodic reporting requirement for the Form 10-Q for the quarter ended March 31, 2026, the $1.00 bid price requirement, and the $2,500,000 stockholders’ equity requirement.
Trading in the common stock will be suspended at the open on July 24, 2026. The company may appeal to the Nasdaq Listing and Hearing Review Council within 15 days, and that council may also initiate review within 45 days. Nuvve expects its shares to begin trading on the Pink Limited Information Tier of the OTC Markets on July 24, 2026 under the symbol NVVE and plans to apply for inclusion in the OTCID tier and later the OTCQB tier while considering options to reinitiate trading on Nasdaq.
RainForest Partners LLC filed a Schedule 13G reporting beneficial ownership of 57,648 shares of Nuvve Holding Corp. common stock. This represents 9.99% of the class, based on 577,064 shares outstanding as of June 30, 2026. RainForest Partners reports sole voting and dispositive power over all 57,648 shares and no shared power. A contractual 9.99% ownership restriction limits the maximum amount of shares RainForest Partners can beneficially control, and a full exercise of its securities would exceed this restriction.
Nuvve Holding Corp. determined on July 15, 2026 that its May 12, 2026 securities exchange and omnibus amendment agreement and a related registration rights agreement with certain investors have been effectively terminated. A planned exchange of existing warrants for 13,107,127 common shares or pre-funded warrants at a $0.0001 per share exercise price will no longer occur, and related restrictions on certain investors’ warrant exercises are deemed terminated.
Because of this termination, Nuvve no longer intends to amend the terms of its Series A Convertible Preferred Stock to remove the defined Floor Price, and does not plan to seek stockholder approval for that amendment. The company does not believe that previously contemplated waivers of additional investment rights under its October 31, 2024 and November 14, 2025 securities purchase agreements will take effect, believes the earlier expected termination of its November 14, 2025 ELOC Agreement will not occur, and no longer reasonably believes that the planned amendment reallocating subsequent financing participation rights among purchasers will occur. Nuvve also no longer believes that the resale registration statement covering exchange-related and Series A conversion shares will be or is required to be filed.
Nuvve Holding Corp. is reported to have a significant shareholder, The Hewlett Fund, which filed a Schedule 13G as a passive beneficial owner of common stock. The Hewlett Fund reports beneficial ownership of 57,648 shares of common stock, representing 9.99% of the class, based on 577,064 shares outstanding as of June 30, 2026.
The Hewlett Fund has sole voting and dispositive power over all 57,648 shares. A contractual 9.99% ownership restriction limits the maximum number of shares the fund can beneficially control; full exercise of its securities would otherwise exceed this limit. The filing is signed by Martin Chopp, General Partner, dated July 20, 2026.