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Nuvve (NASDAQ: NVVE) lines up 42 MW Romanian battery storage deal

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

Rhea-AI Filing Summary

Nuvve Holding Corp., through its wholly owned subsidiary Nuvve Denmark ApS, entered into a material agreement to acquire all equity interests of BESS Sibiu SRL, which is developing a 42 MW battery energy storage system in Sibiu, Romania.

Consideration includes a monthly development fee of €10,000 from signing until the project’s commercial operation date or a long-stop date, an initial purchase price of approximately €420,000 at closing (subject to working capital and loan adjustments), and a further COD-related payment of approximately €1,260,000 only if a generation license is obtained. Nuvve Denmark will also repay seller loans totaling RON 946,000. Closing is subject to Romanian legal approvals and foreign direct investment review, and the agreement terminates if conditions are not met by October 22, 2026.

Positive

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Insights

Nuvve commits to acquire a 42 MW Romanian battery storage project with staged, conditional payments.

Nuvve Denmark agreed to buy all equity of BESS Sibiu SRL, which is developing a 42 MW battery energy storage project in Romania. The structure uses a relatively modest initial purchase price alongside monthly development fees to support project advancement before full completion.

Economic exposure ramps up over time. Nuvve owes a €10,000 monthly development fee, about €420,000 at closing subject to adjustments, and an additional ~€1,260,000 COD payment that is only due if a generation license is granted. Seller loans of RON 946,000 will also be repaid.

Risk is managed through conditions and long-stop dates. Closing depends on Romanian law approvals and a foreign direct investment review, and the agreement can terminate if conditions are not met by October 22, 2026. The COD payment is forgone if project completion is delayed for seller-related reasons beyond fifteen months after closing, which limits Nuvve’s downside if milestones are not achieved.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Battery energy storage capacity 42 MW Capacity of BESS Sibiu project in Sibiu, Romania
Monthly development fee €10,000 Fee from signing until COD Date or COD Long Stop Date
Initial purchase price at closing €420,000 (approx.) Cash consideration at closing, subject to adjustments
COD Payment €1,260,000 (approx.) Payable only upon receipt of a generation license
Seller loan repayment RON 946,000 Aggregate Seller Loan Amount to be paid by Nuvve Denmark
Termination deadline October 22, 2026 Date after which agreement terminates if closing not completed
COD Long Stop Period 15 months after closing Maximum seller-related delay before COD Payment lapses
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.
battery energy storage system financial
"currently developing a 42 MW battery energy storage system (the “Battery Energy Storage Project”)"
A battery energy storage system is a device that stores electricity for later use, much like a rechargeable battery for a phone or laptop. It allows energy generated during times of low demand or from renewable sources to be saved and released when needed, helping to balance supply and demand. For investors, it represents a way to support reliable energy flow and capitalize on the increasing demand for flexible, clean power solutions.
generation license regulatory
"only upon receipt of a generation license issued by the Romanian Energy Regulatory Authority"
foreign direct investment regulatory
"subject to review by Romania’s commission on foreign direct investment"
Foreign direct investment is when an individual or company in one country puts money into and takes lasting control of a business or asset in another country — for example by buying a factory, opening an office, or acquiring a significant ownership stake. It matters to investors because it changes where profits are earned and how companies grow, can alter a country’s economic outlook and currency, and creates long-term opportunities and risks—like planting a permanent branch in a new market rather than making a one-time trade.
COD Long Stop Date financial
"the COD Date has not occurred as of the fifteen-month anniversary of the Closing (the “COD Long Stop Date”)"
Closing Conditions regulatory
"subject to review by Romania’s commission on foreign direct investment (the “Closing Conditions”)"
Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.
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Understanding 8-K Material Events →
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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 22, 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 22, 2026, Nuvve Denmark ApS, a Danish company (“Nuvve Denmark”) and wholly owned subsidiary of Nuvve Holding Corp. (the “Company”), entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Toparceanu Ioan, Ciolacu Silviu, Fodor Alexandru, Vulcan Ioan, Dungaciu Andrei, Popa Partenie (collectively, the “Sellers” and together with the Purchaser, the “Parties”) to acquire all of the equity interests of BESS Sibiu SRL, a Romanian limited liability company (“BESS Sibiu”), which is currently developing a 42 MW battery energy storage system (the “Battery Energy Storage Project”) in Sibiu, Romania. In exchange, Nuvve Denmark agreed to pay to the Sellers, (i) a monthly fee of €10,000 (approximately $11,420 at the June 30, 2026 EUR/USD exchange rate) accruing from the execution of the Sale and Purchase Agreement until the earlier of the COD Date (as defined below) or COD Long Stop Date (as defined below) (the “Development Fee”), (ii) upon the Closing (as defined below), approximately €420,000 (approximately $480,000 at the June 30, 2026 EUR/USD exchange rate) (the “Initial Purchase Price”), subject to certain adjustments, including (a) an increase per the amount of the financial guarantee made to the Romanian Energy Regulatory Authority, (b) a decrease for the amount of certain outstanding loans owed by BESS Sibiu to the Sellers (the “Seller Loan Amount”), and (c) relevant adjustments, which may be either a positive or negative amount, for the net working capital of BESS Sibiu at the Closing, and (iii) only upon receipt of a generation license issued by the Romanian Energy Regulatory Authority regarding the Battery Energy Storage Project (the “COD Date”), approximately €1,260,000 (approximately $1,440,000 at the June 30, 2026 EUR/USD exchange rate), subject to reduction by the amount of the previously paid Development Fee, (the “COD Payment”). If, due to reasons attributable to the Sellers, the COD Date has not occurred as of the fifteen-month anniversary of the Closing (the “COD Long Stop Date”), the COD Payment shall not become due or payable. Additionally, Nuvve Denmark has agreed to pay to the Sellers the Seller Loan Amount in an aggregate amount equal to RON 946,000 (approximately $206,000 at the June 30, 2026 RON/USD exchange rate).

The Sale and Purchase Agreement is subject to customary closing conditions, and certain further conditions including approval of the transfer of the equity interests pursuant to Romanian law and subject to review by Romania’s commission on foreign direct investment (the “Closing Conditions”). The completion of the sale and transfer of the equity interests of BESS Sibiu (the “Closing”) shall take place on (i) the business day falling no later than ten business days after the last Closing Condition is fulfilled and/or waived, or (ii) any other date as the Parties may agree in writing, provided that all Closing Conditions have been fulfilled or waived on such date and the Sale and Purchase Agreement has not been terminated. The Sale and Purchase Agreement shall automatically terminate if (i) not later than ten business days prior to October 22, 2026, all Closing Conditions have not been fulfilled or waived or, (ii) on October 22, 2026, if the Closing has not occurred and was not otherwise postponed in accordance with the Sale and Purchase Agreement or by agreement between the Parties. The Sale and Purchase Agreement is governed by and construed in accordance with Romanian law.

The foregoing description of the Sale and Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Sale and Purchase 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 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: July 2, 2026
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
2

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Nuvve (NVVE) announce regarding BESS Sibiu SRL?

Nuvve, through Nuvve Denmark ApS, agreed to acquire all equity interests of BESS Sibiu SRL, which is developing a 42 MW battery energy storage system in Sibiu, Romania. The deal is documented in a Sale and Purchase Agreement with several Romanian sellers.

How much will Nuvve (NVVE) pay for the BESS Sibiu battery storage project?

Nuvve agreed to pay a €10,000 monthly development fee, an initial purchase price of about €420,000 at closing, and a further €1,260,000 COD payment only if a generation license is issued. It will also repay seller loans totaling RON 946,000.

What conditions must be met for Nuvve’s acquisition of BESS Sibiu to close?

Closing requires customary conditions, approval of the equity transfer under Romanian law, and review by Romania’s foreign direct investment commission. The sale automatically terminates if all closing conditions are not fulfilled or waived by dates tied to October 22, 2026.

When is the additional COD payment due in Nuvve’s BESS Sibiu deal?

The approximately €1,260,000 COD payment becomes due only upon receipt of a generation license for the battery energy storage project, designated as the COD Date. It is reduced by development fees already paid and is not payable if that date is missed for seller-related reasons.

What happens if the BESS Sibiu project’s COD Date is delayed in Nuvve’s deal?

If, for reasons attributable to the sellers, the COD Date has not occurred by the fifteen-month anniversary of closing (the COD Long Stop Date), the COD Payment of about €1,260,000 will not become due or payable. Earlier development fees would still have been paid.

Can Nuvve’s agreement to acquire BESS Sibiu terminate before closing?

Yes. The Sale and Purchase Agreement automatically terminates if, by ten business days before October 22, 2026, all closing conditions are not fulfilled or waived, or if closing has not occurred on October 22, 2026 and is not postponed by mutual agreement under the contract.

Filing Exhibits & Attachments

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