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  4. [8-K] Nuvve Holding Corp. Reports Material Event

Nuvve (NASDAQ: NVVE) adds $1.5M secured loan with weekly repayments

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nuvve Holding Corp. entered into a new secured term loan agreement with ACH Capital West, LLC. The Agreement provides a $1,500,000 loan, with principal and interest totaling $2,085,000 due on May 11, 2027, and weekly payments of $43,437.50 starting June 19, 2026.

Nuvve paid a $45,000 origination fee and granted the lender a continuing security interest in essentially all of its tangible and intangible personal property and receivables. The loan includes customary events of default and allows the lender to accelerate all obligations after a continuing default.

The Agreement offers early repayment incentives, reducing the total repayment by $210,000, $180,000, $150,000, or $120,000 if the loan is repaid within 30, 60, 90, or 120 days, respectively. If Nuvve defaults, a default fee equal to 25% of the original amount owed becomes payable.

Positive

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Insights

Nuvve adds a secured $1.5M term loan with heavy repayment obligations.

Nuvve Holding Corp. has taken on a $1,500,000 secured term loan from ACH Capital West, LLC, with total principal plus interest of $2,085,000 due by May 11, 2027. Weekly payments of $43,437.50 begin shortly after funding, indicating a front‑loaded cash commitment.

The lender holds a continuing security interest over substantially all tangible and intangible personal property and amounts owed to Nuvve. Events of default include non‑payment, covenant breaches, insolvency, bankruptcy, and the occurrence of a material adverse effect on the company, giving the lender broad rights to accelerate obligations.

The loan includes notable economic features: a $45,000 origination fee, potential early‑repayment discounts of up to $210,000 within 30 days, and a default fee of 25% of the original amount owed if Nuvve defaults. These terms make the cost and consequences of default meaningful, while offering incentives for rapid repayment if the company has sufficient liquidity.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Term loan principal $1,500,000 Business loan and security agreement with ACH Capital West, LLC
Total interest $585,000 Interest due on $1,500,000 term loan by May 11, 2027
Total repayment $2,085,000 Principal plus interest due on May 11, 2027
Weekly payment amount $43,437.50 Weekly payments from June 19, 2026 to May 11, 2027
Origination fee $45,000 Upfront fee paid on the term loan
Maximum early repayment reduction $210,000 Reduction if repaid within 30 days of receipt
Default fee 25% of original amount owed Fee payable if the company defaults under the Agreement
material definitive agreement regulatory
"Item 1.01. Entry Into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
business loan and security agreement financial
"entered into a business loan and security agreement (the “Agreement”)"
continuing security interest financial
"the Company granted to the Lender a continuing security interest in all amounts owing"
events of default financial
"The Agreement provides for events of default customary for term loans of this type"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
material adverse effect financial
"and the occurrence of a material adverse effect on the Company."
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
default fee financial
"a default fee equal to 25% of the original amount owed under the term of the Agreement"
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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): June 12, 2026
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware001-4029686-1617000
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road, Ste 230San Diego,California92106
(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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o
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 o
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.        o



Item 1.01. Entry Into a Material Definitive Agreement.

On June 12, 2026, Nuvve Holding Corp. (the “Company”) entered into a business loan and security agreement (the “Agreement”) with ACH Capital West, LLC (the “Lender”), which provides for a term loan in the amount of $1,500,000 which principal and interest (of $585,000) is due on May 11, 2027. Commencing June 19, 2026, the Company is required to make weekly payments of $43,437.50 until May 11, 2027. An origination fee of $45,000 was paid on the term loan.

Pursuant to the Agreement, the Company granted to the Lender a continuing security interest in all amounts owing to the Company now or in the future and all other tangible and intangible personal property. The Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults of in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. After the occurrence and continuance of an event of default, the Lender has the option to accelerate payment of all obligations and terminate the Lender’s commitments under the Agreement.

If the Company repays the term loan within 30, 60, 90, or 120 days of the receipt of the term loan from the Lender, the total repayment amount to the Lender shall be reduced by $210,000, $180,000, $150,000, or $120,000, respectively. If the Company defaults on payments, a default fee equal to 25% of the original amount owed under the term of the Agreement shall be payable to the Lender.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.



Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
1

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: June 18, 2026
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
2

Source: View Original Filing on SEC EDGAR

FAQ

What new loan agreement did Nuvve Holding Corp. (NVVE) enter into?

Nuvve entered a business loan and security agreement with ACH Capital West, LLC for a $1,500,000 secured term loan. Principal plus $585,000 of interest is due May 11, 2027, with weekly payments beginning June 19, 2026.

What are the repayment terms of Nuvve’s $1.5 million loan?

The $1,500,000 loan requires weekly payments of $43,437.50 from June 19, 2026 until May 11, 2027. By maturity, Nuvve must repay total principal and interest of $2,085,000 under the agreement’s schedule.

What collateral secures Nuvve Holding Corp.’s new term loan?

Nuvve granted the lender a continuing security interest in all amounts owing to the company now or in the future, plus substantially all tangible and intangible personal property. This broad collateral package secures the company’s obligations under the loan agreement.

Does Nuvve receive any benefit for repaying the loan early?

Yes. If Nuvve repays the term loan within 30, 60, 90, or 120 days of receipt, the total repayment is reduced by $210,000, $180,000, $150,000, or $120,000, respectively, providing incentives for faster payoff.

What happens if Nuvve defaults on the new loan agreement?

If Nuvve defaults, the lender may accelerate all obligations and terminate its commitments. A default fee equal to 25% of the original amount owed under the agreement also becomes payable, adding a significant financial penalty to default events.

What fees did Nuvve pay to obtain the $1.5 million financing?

Nuvve paid an origination fee of $45,000 on the $1,500,000 term loan. In addition to this upfront fee, the company owes $585,000 of interest over the life of the loan under the agreed repayment schedule.

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