Nuvve Holding Corp.
2488 Historic Decatur Road, Suite 230
San Diego, California 92106
January 8, 2026
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Nuvve Holding Corp.
Request for Withdrawal of Registration Statement on Form S-1 |
File No. 333-289632
Ladies and Gentlemen:
Reference is made to the Registration
Statement on Form S-1 (File No. 333-289632) filed with the Securities and Exchange Commission (the “Commission”) by Nuvve
Holding Corp. (the “Company”) on August 15, 2025 (with all exhibits thereto, the “Registration Statement”). Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby respectfully requests
that the Commission consent to the withdrawal of the Registration Statement, effective immediately.
The Company has determined
not to pursue, at this time, the contemplated resale from time to time by certain selling stockholders of shares of the Company’s
common stock, issuable upon exercise of certain warrants, to which the Registration Statement relates. The Company confirms that no securities
have been sold pursuant to the Registration Statement.
The Company acknowledges that
no refund will be made for fees paid to the Commission in connection with filing the Registration Statement. However, the Company respectfully
requests that, in accordance with Rule 457(p) of the Securities Act, all fees paid to the Commission in connection with the filing of
the Registration Statement be credited to the Company’s account to be offset against the filing fee for any future registration
statement the Company may file with the Commission.
We request that the Commission
issue an order granting the withdrawal of the Registration Statement and provide a copy thereof to our counsel Alan A. Lanis, Jr. of Baker
& Hostetler LLP by email at jrlanis@bakerlaw.com as soon as it is available.
If you have any questions
regarding this request, please contact Alan A. Lanis, Jr. of Baker & Hostetler LLP at (310) 442-8850.
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Very truly yours, |
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NUVVE HOLDING CORP. |
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By: |
/s/ Gregory Poilasne |
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Gregory Poilasne |
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Chief Executive Officer |