Welcome to our dedicated page for Nuvve Holding SEC filings (Ticker: NVVE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nuvve Holding Corp. (NVVE) SEC filings page provides access to the company’s regulatory disclosures, including registration statements, current reports, and other documents filed with the U.S. Securities and Exchange Commission. These filings offer detailed information about Nuvve’s capital structure, financing arrangements, and business focus on intelligent energy management, vehicle-to-grid (V2G) technology, energy storage, and microgrids.
Among the key documents, investors can review Nuvve’s Form S-1 registration statement filed on January 8, 2026, which describes the registration of shares of common stock for resale by selling stockholders. The S-1 explains the securities issued in connection with a December 2025 private placement of Series A Convertible Preferred Stock and warrants, an amended and restated common shares purchase agreement (equity line of credit), and senior convertible promissory notes and related warrants. It outlines how these instruments may convert into or be exercised for shares of Nuvve common stock.
Multiple Form 8-K current reports detail material events such as private placements of preferred stock and warrants, the establishment of an equity line of credit facility, additional issuances of senior convertible promissory notes and warrants, Nasdaq listing notices and extensions, reverse stock split approval, and agreements involving intellectual property and joint ventures. These filings describe terms like conversion prices, exercise prices, maturity, interest rates, and registration rights, which are relevant for understanding dilution risk and financing structure.
Other 8-K filings reference Nuvve’s financial results press releases and letters to stockholders, providing context on the company’s strategic expansion into stationary energy storage and microgrids. Together, these SEC documents help explain how Nuvve funds its operations, manages its equity position in relation to Nasdaq listing requirements, and formalizes key business agreements.
On this page, users can track new NVVE filings as they are made available through EDGAR. AI-powered tools can help summarize lengthy documents such as registration statements and current reports, highlight important terms in financing agreements, and surface items related to topics like equity offerings, convertible securities, and listing compliance.
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.
Nuvve (Nasdaq: NVVE) filed an 8-K announcing the appointment of Laura Huang (Class A) and Brian Johnson (Class B) to its Board, effective June 25 2025.
Huang joins the Compensation and Nominating & Corporate Governance Committees; Johnson joins the Audit Committee. Both will receive standard director compensation and indemnification.
The filing reports no related-party transactions or family relationships under Item 404(a) and contains no financial updates. The additions strengthen board oversight and satisfy Item 5.02 disclosure requirements.
The SEC has declared Nuvve Holding Corp's Form S-1 registration statement effective as of June 24, 2025, at 4:00 P.M. The registration statement was filed under file number 333-287883.
A Form S-1 is a crucial SEC filing used for registering new securities offerings with the Securities and Exchange Commission. This effectiveness notice indicates that Nuvve has completed the registration process and can now proceed with its planned securities offering.
This development is significant for investors as it typically precedes:
- A new public offering of securities
- The ability to begin selling registered securities to the public
- Completion of regulatory requirements for the offering
Nuvve Holding Corp (NVVE) has filed a prospectus for the resale of up to 18,782,828 shares of common stock by selling stockholders. The shares include:
- 7,891,414 shares issuable upon conversion of senior convertible promissory notes (AIR Notes)
- 7,891,414 shares issuable upon exercise of AIR Warrants
- 3,000,000 shares issuable upon exercise of Initial Consultant Warrants issued in May 2025
Nuvve is a green energy technology company providing Vehicle-to-Grid (V2G) solutions through its proprietary GIVe platform. The company enables EV batteries to store and resell unused energy to the electrical grid. Their customer base includes fleet operators, automotive manufacturers, and charge point operators. Revenue is primarily generated from grid services via their GIVe software platform and V2G-enabled charging station sales.
The last reported stock price was $1.03 per share on June 23, 2025. Nuvve will not receive proceeds from the stock sales by selling stockholders but will bear registration expenses.
Nuvve Holding Corp. (NASDAQ: NVVE) has filed Amendment No. 1 to its Form S-1 shelf registration statement dated June 18, 2025. The filing registers up to 18,782,828 shares of common stock for resale by existing holders, consisting of (i) 7,891,414 shares underlying senior convertible promissory notes ("AIR Notes"), (ii) 7,891,414 shares underlying accompanying warrants ("AIR Warrants"), and (iii) 3,000,000 shares issuable upon exercise of consultant warrants granted in May 2025.
Key mechanics:
- The company will receive no proceeds from any sale of the registered shares.
- Nuvve will bear all registration expenses, while selling stockholders will pay selling commissions and related fees.
- The shares may be sold in one or more transactions at market, fixed or negotiated prices under Rule 415.
- The stock last traded at $1.19 per share on June 17, 2025 and is listed on Nasdaq Capital Market under the symbol "NVVE".
Investor considerations: The registration creates a potential supply overhang, as the resale volume equates to a sizable block relative to daily trading levels. Because the company is not issuing new securities, there is no direct capital infusion; however, converting note and warrant holders could expand the public float and affect share availability and liquidity. Prospective investors are directed to the "Risk Factors" section (page 7) for detailed risks tied to EV adoption, control weaknesses and operating milestones.
The filing classifies Nuvve as a non-accelerated filer, smaller reporting company, and emerging growth company, allowing scaled disclosures. The effective date will follow SEC review, and amendments may alter terms prior to effectiveness.