RainForest Partners LLC (NVVE) discloses 9.99% capped ownership in Nuvve Holding

Rhea-AI Filing Summary

RainForest Partners LLC filed a Schedule 13G reporting beneficial ownership of 57,648 shares of Nuvve Holding Corp. common stock. This represents 9.99% of the class, based on 577,064 shares outstanding as of June 30, 2026. RainForest Partners reports sole voting and dispositive power over all 57,648 shares and no shared power. A contractual 9.99% ownership restriction limits the maximum amount of shares RainForest Partners can beneficially control, and a full exercise of its securities would exceed this restriction.

Key Figures

Shares beneficially owned: 57,648 shares Percent of class: 9.99% Shares outstanding: 577,064 shares +3 more

6 metrics

Shares beneficially owned 57,648 shares Common stock beneficially owned by RainForest Partners LLC

Percent of class 9.99% Portion of Nuvve common stock class held by RainForest Partners LLC

Shares outstanding 577,064 shares Shares of Nuvve common stock outstanding as of June 30, 2026

Sole voting power 57,648 shares Shares over which RainForest Partners has sole voting power

Sole dispositive power 57,648 shares Shares over which RainForest Partners has sole dispositive power

Ownership restriction 9.99% Contractual cap on RainForest Partners’ beneficial ownership of Nuvve

Key Terms

beneficially owned, Sole Voting Power, dispositive power, ownership restriction, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: 57,648.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Sole Voting Power 57,648.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"Sole Dispositive Power 57,648.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

ownership restriction regulatory

"under a contractually stipulated 9.99% ownership restriction"

Schedule 13G regulatory

"RainForest Partners LLC filed a Schedule 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

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

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FAQ

What percentage of Nuvve Holding Corp (NVVE) does RainForest Partners LLC report owning?

RainForest Partners LLC reports beneficial ownership of 9.99% of Nuvve Holding Corp’s common stock. This percentage is based on 577,064 shares outstanding as of June 30, 2026, as referenced in the ownership calculation.

How many Nuvve Holding Corp (NVVE) shares does RainForest Partners LLC beneficially own?

RainForest Partners LLC beneficially owns 57,648 shares of Nuvve Holding Corp common stock. It holds sole voting and sole dispositive power over all of these shares, with no shared voting or dispositive power reported.

What ownership limitation applies to RainForest Partners LLC in NVVE?

RainForest Partners LLC is subject to a 9.99% ownership restriction on Nuvve Holding Corp common stock. The filing states that 57,648 shares is the maximum it can beneficially control under this limitation, and full exercise of its securities would exceed this cap.

On what share count does RainForest Partners LLC base its 9.99% stake in NVVE?

The reported 9.99% ownership is based on 577,064 shares outstanding as of June 30, 2026. This outstanding share figure is referenced from a Form 8-K filed on July 1, 2026, and is used solely for the percentage calculation.

Does RainForest Partners LLC share voting or dispositive power over NVVE shares?

No. RainForest Partners LLC reports sole voting power over 57,648 shares and sole dispositive power over 57,648 shares, with zero shared voting and zero shared dispositive power in Nuvve Holding Corp common stock.

Who signed the Schedule 13G for RainForest Partners LLC regarding NVVE?

The Schedule 13G was signed by Mark Weinberger as Manager of RainForest Partners LLC. His electronic signature “/s/ Mark Weinberger” appears on the filing, dated July 22, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Nuvve Holding Corp.

(Name of Issuer)

COMMON STOCK, $0.0001 PAR VALUE PER SHARE

(Title of Class of Securities)

67079Y506

(CUSIP Number)

07/16/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 67079Y506

1

Names of Reporting Persons

RainForest Partners, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 57,648.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 57,648.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

57,648.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Note to 5, 7, 9 and 11: Based on 577,064 shares outstanding as of June 30, 2026 pursuant to a Form 8-K filed on July 1, 2026 with the Securities and Exchange Commission. Note to 10: The aggregate amount in Row 9 represents the maximum amount of shares that RainForest Partners LLC can beneficially control under a contractually stipulated 9.99% ownership restriction. The full exercise of RainForest Partners LLC's securities would exceed this restriction.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nuvve Holding Corp.
(b)	Address of issuer's principal executive offices: 2488 Historic Decatur Road, San Diego, CA 92106
Item 2.
(a)	Name of person filing: RainForest Partners LLC
(b)	Address or principal business office or, if none, residence: 850 East 26th Street, Brooklyn, NY 11210
(c)	Citizenship: New York
(d)	Title of class of securities: COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(e)	CUSIP Number(s): 67079Y506
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 57,648.00
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 57,648.00
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 57,648.00
	(iv) Shared power to dispose or to direct the disposition of: 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RainForest Partners, LLC

Signature:	/s/ Mark Weinberger
Name/Title:	Mark Weinberger, Manager
Date:	07/22/2026