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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): November 5, 2026
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| 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):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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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:
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| Title of each class | | Trading symbols | | Name of each exchange on which registered |
| Common Stock, Par Value $0.0001 Per Share | | NVVE | | OTCQB Market |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 5, 2026, the Board of Directors (the “Board”) of Nuvve Holding Corp. (the “Company”) announced the appointment of Andrew Ritter and Wobbie Ploegsma to serve as directors of the Company, effective December 21, 2026. In connection with Mr. Ritter’s and Mr. Ploegsma’s service on the Board, each director will be eligible to be compensated as a director of the Company pursuant to the Company’s director compensation policy. Mr. Ritter and Mr. Ploegsma will also have the same right to indemnification by the Company as granted to the Company’s other non-employee directors. The Board has not yet determined the committees of the Board on which Mr. Ritter and Mr. Ploegsma will serve.
Neither Mr. Ritter nor Mr. Ploegsma have any material interest in any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K. There is no understanding or arrangement between either Mr. Ritter or Mr. Ploegsma and any other person or persons with respect to their appointment and there are no family relationships between each of them and any other director or executive officer or person nominated or chosen by the Company to become a director or executive officer.
Item 7.01. Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release announcing the appointment of Andrew Ritter and Wobbie Ploegsma to serve as directors of the Company. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 7.01, including Exhibits 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | Press Release - New Directors Appointment, dated November 5, 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: November 5, 2026
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| NUVVE HOLDING CORP. |
| |
| By: | /s/ Gregory Poilasne |
| | Gregory Poilasne |
| | Chief Executive Officer |
Exhibit 99.1
Nuvve Appoints Two Independent Directors to Help Rebuild the Company and Support Its Return to a National Securities Exchange
New independent directors bring public-company experience in corporate strategy, capital markets and investor relations
SAN DIEGO--(BUSINESS WIRE)--Nuvve Holding Corp. (OTCQB: NVVE), a global leader in the future of flexible energy by turning batteries, electric vehicles (EVs), buildings, and distributed assets into dynamic grid resources, today announced the appointment of Antonie Wobbe Ploegsma and Andrew J. Ritter to its Board of Directors as independent directors. The two bring experience in corporate strategy, corporate finance, capital markets and investor relations as Nuvve rebuilds its financial foundation, strengthens its governance and works to regain a listing on a national securities exchange.
“Wobbe and Andrew join our board at an important moment for Nuvve,” said Gregory Poilasne, CEO of Nuvve. “We are rebuilding the company: strengthening our balance sheet, our governance and our relationships with investors, with the goal of returning to a national securities exchange. Wobbe has spent his career in the capital markets and investor relations of public energy companies, and Andrew has built a company, taken it public on Nasdaq and led it through a merger. That is the experience we need as we execute our strategy of expanding revenue-generating distributed energy assets across North America, Europe and Asia, using Nuvve’s advanced platform for intelligent energy management and proprietary AI-enabled forecasting.”
Mr. Ploegsma serves as Vice President and Head of Investor Relations & Capital Markets at Prairie Operating Co., where he leads the Company’s engagement with shareholders, research analysts, investment banks and other capital-markets participants. He oversees Prairie’s investor positioning, earnings communications, investor presentations and capital-markets strategy, while advising executive leadership on financing, market activity and shareholder engagement. Previously, he was Vice President of Investor Relations & Capital Markets at Lilis Energy, Inc. and Vice President, Energy Investment Banking at FBR & Co. He holds an MBA from Rice University’s Jones Graduate School of Business.
“Nuvve has built strong technology and a pipeline of energy storage opportunities across three continents,” said Mr. Ploegsma. “The work now is to strengthen the balance sheet and earn investor confidence through consistent delivery of our objectives. I look forward to supporting the board and management in that work.”
Mr. Ritter serves as Corporate Strategy and Portfolio Management at Future Solution Investments, an investment firm focused on special-situation businesses. From 2023 to 2026, he was Chief Executive Officer of Cairns Health, a healthcare AI company backed by Vinod Khosla and Lightspeed Venture Partners. From 2021 to 2023, he was Chief Executive Officer of Docbot, Inc., a Khosla Ventures-backed gastrointestinal AI company acquired by Satisfai Health in 2023. Before running Health AI companies, Mr. Ritter co-founded Ritter Pharmaceuticals, Inc., a gut microbiome therapeutics company, and served as its Chief Executive Officer until its May 2020 merger with
Qualigen, Inc. There, he advanced its lead drug candidate through a Phase 3 trial and helped lead its Nasdaq initial public offering. He holds an MBA from The Wharton School of the University of Pennsylvania.
“Having led companies through pivotal moments, I appreciate the decisions that matter most are where to focus capital and prioritize relationships. I look forward to bringing that operating perspective to the board and supporting Gregory and the team,” said Mr. Ritter.
About Nuvve
Holding Corp.
Nuvve powers the future of flexible energy by turning batteries, electric vehicles (EVs), 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.
For more information, visit www.nuvve.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Nuvve’s strategy, the expected contributions of its new directors, its efforts to strengthen its financial position and governance, and its intention to seek a listing of its common stock on a national securities exchange. Words such as “will,” “expect,” “intend,” “goal,” “seek,” “position” and similar expressions identify forward-looking statements. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including Nuvve’s ability to raise capital, meet the initial listing requirements of a national securities exchange (including minimum bid price, stockholders’ equity and corporate governance standards) and obtain approval of any listing application. There can be no assurance that Nuvve’s common stock will be approved for listing on a national securities exchange within any particular time frame or at all. Additional risks are described in Nuvve’s filings with the Securities and Exchange Commission, available at www.sec.gov. Nuvve undertakes no obligation to update any forward-looking statement except as required by law.
Contacts
Media Contact:
Paulo Acuna
pacuna@olmsteadwilliams.com
310.824.9000
