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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 15, 2026
| NUVVE HOLDING CORP. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware |
|
001-40296 |
|
86-1617000 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2488 Historic Decatur Road, Ste 230
San Diego, California |
|
92106 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (619) 456-5161
| |
| (Former Name or Former Address, if Changed Since Last Report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbols |
|
Name
of each exchange on which registered |
| Common
Stock, Par Value $0.0001 Per Share |
|
NVVE |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On May 15, 2026, Nuvve Holding Corp. (the “Company”)
issued a press release announcing its decision to postpone the release of its previously scheduled earnings press release and conference
call for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth in this Item 7.01, including
the information contained in Exhibit 99.1 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities
Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical
fact contained herein are forward-looking statements. Accordingly, any such forward-looking statements are not guarantees of future performance
and are subject to risks, assumptions, and uncertainties that are difficult to predict and generally beyond the Company’s control.
Although management believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, there
are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these
forward-looking statements, including, but not limited to, the factors set forth under the caption “Risk Factors” in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”),
and the Company’s other filings with the SEC. The Company cautions not to place undue reliance on any forward-looking statements
made herein. Any forward-looking statement speaks only as of the date as of which it is made, and, except as otherwise required by law,
the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information,
future developments or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict which will arise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated May 15, 2026 |
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
May 15, 2026
| |
NUVVE HOLDING CORP. |
| |
|
| |
By: |
/s/ Gregory Poilasne |
| |
|
Gregory Poilasne |
| |
|
Chief Executive Officer |
Exhibit 99.1
Nuvve
Announces Postponement of First Quarter Ended March 31, 2026, Financial Update
SAN
DIEGO – (MAY 15, 2026) Nuvve Holding Corp. (“Nuvve”) (Nasdaq:NVVE), a global
leader in advanced energy storage, grid modernization solutions and vehicle-to-grid (V2G) technology, today announced that it
will postpone its previously scheduled earnings press release and conference call for the quarter ended March 31, 2026. The conference
call was previously scheduled for Friday, May 15, 2026, at 5:00 PM Eastern Time (2:00 PM PT). Nuvve intends to announce a new date and
time for its earnings press release and conference call for the quarter ended March 31, 2026.
About
Nuvve Holding Corp.
Nuvve
powers the future of flexible energy by turning batteries, electric vehicles (EV), buildings, and distributed assets into dynamic grid
resources. At the core is Nuvve’s advanced platform for intelligent energy management and vehicle-to-grid (V2G), orchestrating
real-time bidirectional charging, load optimization, and grid services. By harnessing an ecosystem of electrification partners, fleets,
stationary storage, and smart EV chargers, Nuvve helps utilities and communities unlock flexibility at scale — enhancing reliability,
accelerating electrification, and lowering costs. Nuvve enables a clean energy future where mobility, buildings, and infrastructure work
together to support a more resilient, sustainable, and equitable grid. Headquartered in San Diego, California, Nuvve operates globally
and online at nuvve.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in such statements. Nuvve undertakes no obligation to update any forward-looking
statement except as required by law.
Media
Contact:
Tracy
Williams
tracy@olmsteadwilliams.com
310.824.9000
