Nuvve issues $14.7M in Series B milestone stock

Nuvve Holding Corp. reported a $14.7 million Rule 506(b) exempt issuance of Series B Preferred Stock as milestone consideration, with no remaining amount offered.

Rhea-AI Filing Summary

Nuvve Holding Corp. (NVVE) filed a Form D notice for a new exempt offering of securities under Rule 506(b) of Regulation D. The offering covers equity in the form of Series B Preferred Stock, related options or warrants, and the underlying securities issuable upon exercise.

The filing reports a total amount sold of $14,737,000, with $0 remaining to be sold. The company states that this amount represents the total stated value of the Series B Preferred Stock issued as milestone consideration, indicating the securities were issued as consideration rather than for cash proceeds. The date of first sale is reported as August 24, 2026, and no finders’ fees were paid.

Key Figures

Total amount sold: $14,737,000 Total remaining to be sold: $0 Finders’ fees: $0 +1 more

4 metrics

Total amount sold $14,737,000 Total amount sold in the exempt offering of Series B Preferred Stock

Total remaining to be sold $0 Remaining securities available in the reported offering

Finders’ fees $0 Finders’ fees associated with the offering

Date of first sale August 24, 2026 Initial sale date reported for the exempt offering

Key Terms

Regulation D, Rule 506(b), Series B Preferred Stock, stated value, +1 more

5 terms

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Rule 506(b) is selected as the federal exemption claimed"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Series B Preferred Stock financial

"Amount represents total Stated Value of Series B Preferred Stock issued"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

stated value financial

"Amount represents total Stated Value of Series B Preferred Stock"

Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.

milestone consideration financial

"Series B Preferred Stock issued as milestone consideration"

FAQ

What type of exempt offering did Nuvve Holding Corp. (NVVE) report on Form D?

Nuvve Holding Corp. reported an exempt offering under Rule 506(b) of Regulation D. The notice covers an equity issuance involving Series B Preferred Stock, related options or warrants, and the securities issuable upon their exercise.

How much was sold in Nuvve Holding Corp.’s (NVVE) Form D offering?

The filing reports a total amount sold of $14,737,000 in the offering. The company also reports $0 remaining to be sold, indicating the full stated amount of the offering has been issued.

What securities did Nuvve Holding Corp. (NVVE) issue in this Form D transaction?

The transaction involves equity, an option, warrant or other right to acquire another security, and the security to be acquired upon exercise. The amount sold reflects the stated value of Series B Preferred Stock issued.

How did Nuvve (NVVE) characterize the $14,737,000 in its Form D?

Nuvve states that the $14,737,000 figure represents the total stated value of Series B Preferred Stock issued as milestone consideration, indicating these securities were issued as consideration tied to milestones rather than as a cash capital raise.

When did the first sale occur in Nuvve Holding Corp.’s (NVVE) Form D offering?

The Form D lists the date of first sale as August 24, 2026. The filing is marked as a new notice rather than an amendment.

Did Nuvve Holding Corp. (NVVE) pay any finders’ fees in this Form D offering?

The Form D reports finders’ fees of $0. No separate sales commissions or finder’s fee amounts are disclosed beyond this $0 entry.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 02:32 PM Accepted by SEC EDGAR 09/04/2026 - 02:31 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001836875

NB Merger Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Nuvve Holding Corp.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Nuvve Holding Corp.
Street Address 1		Street Address 2
2488 HISTORIC DECATUR ROAD		SUITE 230
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SAN DIEGO	CALIFORNIA	92106	619-456-5161

3. Related Persons

Last Name	First Name	Middle Name
Poilasne	Gregory
Street Address 1	Street Address 2
2488 Historic Decatur Road	Suite 230
City	State/Province/Country	ZIP/PostalCode
San Diego	CALIFORNIA	92106

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Robson	David
Street Address 1	Street Address 2
2488 Historic Decatur Road	Suite 230
City	State/Province/Country	ZIP/PostalCode
San Diego	CALIFORNIA	92106

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Montgomery	Jon
Street Address 1	Street Address 2
2488 Historic Decatur Road	Suite 230
City	State/Province/Country	ZIP/PostalCode
San Diego	CALIFORNIA	92106

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sherman	H.	David
Street Address 1	Street Address 2
2488 Historic Decatur Road	Suite 230
City	State/Province/Country	ZIP/PostalCode
San Diego	CALIFORNIA	92106

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Huang	Laura
Street Address 1	Street Address 2
2488 Historic Decatur Road	Suite 230
City	State/Province/Country	ZIP/PostalCode
San Diego	CALIFORNIA	92106

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Johnson	Brian
Street Address 1	Street Address 2
2488 Historic Decatur Road	Suite 230
City	State/Province/Country	ZIP/PostalCode
San Diego	CALIFORNIA	92106

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

X Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-24				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$14,737,000	USD	or Indefinite
Total Amount Sold	$14,737,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Amount represents total Stated Value of Series B Preferred Stock issued as milestone consideration

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Nuvve Holding Corp.	Gregory Poilasne	Gregory Poilasne	Chief Executive Officer	2026-09-04

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.