Nuvve Holding Corp SEC Filings

Nuvve Holding Corp. (NVVE) has released its Preliminary Proxy Statement (Schedule 14A) for the 2025 Annual Meeting, scheduled as a virtual-only event on 22 August 2025 at 1:00 p.m. ET. The record date is 25 June 2025 and proxy materials will be available online beginning 27 June 2025. Shareholders can vote electronically, by phone or by mail up to and during the webcast.

The Board is seeking shareholder action on four principal proposals:

• Proposal 1 – Director Election: Election of the named Class A directors to three-year terms.
• Proposal 2 – Equity Incentive Plan Amendment: Increase in shares reserved under the Amended & Restated 2020 Equity Incentive Plan by 14,944,592 common shares (par $0.0001).
• Proposal 3 – Issuance of Shares above 19.99 % Nasdaq Cap: Approval, as required by Nasdaq Listing Rules 5635(c) & 5635(d), for potential issuance of >19.99 % of outstanding common stock related to senior secured convertible notes and associated warrants executed under a Securities Purchase Agreement, including any future price adjustments and issuances to an executive officer.
• Proposal 4 – Auditor Ratification: Ratification of Deloitte & Touche LLP as independent registered public accountants for fiscal year ending 31 Dec 2025.

No cash-flow, revenue, or earnings figures are provided in this preliminary filing, and no changes to corporate governance structure beyond the routine director elections are disclosed. The filing emphasizes the company’s commitment to a fully virtual meeting format to broaden shareholder participation and maintain health & safety, and reiterates customary voting instructions, technical support availability, and the option to request printed materials.

Potential Investor Implications: The proposed 14.9 million share increase and approval of share issuances linked to convertible notes could materially dilute existing shareholders, but would provide added financing flexibility and expanded equity compensation capacity. Continuity with Deloitte as auditor and routine director elections are typical corporate housekeeping matters.

Nuvve Holding Corp. (Nasdaq: NVVE) has filed a Form S-3 “shelf” registration statement that will allow it to issue up to $300 million of securities—including common stock, preferred stock, senior or subordinated debt, warrants and/or units—on a continuous or delayed basis.

The company is currently classified as a non-accelerated filer, smaller reporting company and emerging growth company. NVVE’s common stock last traded at $0.8713 on 27 Jun 2025. Under General Instruction I.B.6 (the “baby-shelf” rule), its public-float held by non-affiliates is approximately $28.95 million (10,438,022 shares × $2.78 closing price on 9 May 2025). Because this float is below $75 million, the company may not sell more than one-third of that amount—about $9.65 million—within any 12-month period. After prior sales of $599,847.45 over the past 12 months, the remaining capacity is roughly $9.05 million.

The shelf provides NVVE with financing flexibility: offerings can be made through underwriters, dealers, “at-the-market” programs or direct sales. Specific terms, pricing and use of proceeds will be disclosed in future prospectus supplements. Investors are cautioned to review the “Risk Factors” section (page 4) before purchasing, as the prospectus highlights that investing in NVVE securities involves a high degree of risk.

Neither the SEC nor state regulators have approved or disapproved the securities. The filing expressly states that the prospectus may not be used to consummate a sale unless accompanied by a prospectus supplement and will be amended as needed until declared effective.