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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): October 6, 2025
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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:
| | | | | | | | | | | | | | |
| 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 |
| Warrants to Purchase Common Stock | | NVVEW | | 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 x
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 5.07. Submission of Matters to a Vote of Security Holders.
On October 6, 2025, Nuvve Holding Corp. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). The following is a brief description of the matters voted upon at the Special Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of the matters is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2025, as supplemented on September 16, 2025 (the “Proxy Statement”).
As of September 4, 2025, the record date for the Special Meeting, there were 19,942,839 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 7,542,292 shares of Common Stock (37.81%) were present in person or represented by proxy at the Special Meeting, constituting a quorum.
Proposal No. 1 – Reverse Stock Split Proposal
The Company’s stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation, and authorized the Company’s board of directors (the “Board”), to effect a reverse stock split of the issued and outstanding Common Stock within a range from 1-for-2 to 1-for-40, inclusive, with the exact ratio of such reverse stock split to be determined by the Board in its discretion. The final voting results are as follows:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 6,100,498 | 1,397,702 | 44,092 | — |
Proposal No. 2 – Adjournment Proposal
In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary, for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve of the foregoing proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the foregoing proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 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: October 8, 2025
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| NUVVE HOLDING CORP. |
| | |
| | By: | /s/ Gregory Poilasne |
| | | Gregory Poilasne |
| | | Chief Executive Officer |
