[S-8 POS] Radius Recycling, Inc. SEC Filing

Rhea-AI Filing Summary

Nuvve Holding Corp. (Nasdaq: NVVE) has filed a preliminary prospectus supplement under Rule 424(b)(5) to sell an as-yet-unspecified number of common shares and/or pre-funded warrants. Because the company’s public float is below US $75 million, the transaction is being effected under Form S-3, General Instruction I.B.6, which limits new issuance to one-third of non-affiliate market value during any 12-month period. Nuvve has already sold US $599,847.45 of securities under this rule, leaving an estimated capacity of roughly US $5.49 million.

The underwriter (Lucid Capital Markets) will receive an 8.0% cash fee on gross proceeds and warrants equal to 5.0% of the securities sold. An over-allotment option for additional common shares may be exercised within 45 days. Pricing, share count and proceeds figures remain blank pending final terms.

Use of proceeds is broad: working capital, M&A, strategic investments and—in a notable addition—acquisitions of cryptocurrencies and implementation of a “digital asset treasury strategy” that could allocate up to 30% of excess cash (and at least 50% of a separate crypto portfolio) to bitcoin. Management warns of high volatility, custody risk, regulatory uncertainty and potential Investment Company Act implications should bitcoin be deemed a security.

Dilution will be immediate and substantial. At 31 March 2025 the company had a negative tangible book value of $(1.39) per share; pro-forma (after recent warrant exercises) this improves to $(0.26). The offering price is expected to exceed this amount, producing dilution to new investors. The share count is already heavily option- and warrant-laden, with more than 21 million additional shares potentially issuable from outstanding instruments and convertible notes.

Nuvve remains an emerging growth company and smaller reporting company, benefiting from reduced disclosure and SOX exemptions. The filing reiterates the core business model: leveraging the company’s V2G (“vehicle-to-grid”) software platform to aggregate EV batteries into virtual power plants, selling grid services and charging hardware to fleet operators and OEM partners.

• Offering structure: common stock and pre-funded warrants; no public market is expected for the pre-funded warrants.
• Underwriter compensation: 8% cash plus 5% warrant coverage.
• Overhang: extensive outstanding warrants (many struck well above market) and $3.5 million principal of convertible notes.
• Risk highlight: proceeds may be deployed into bitcoin, exposing shareholders to crypto price swings and evolving regulation.

Timing: settlement is expected on or about July --, 2025; all terms remain subject to completion.

Positive

• Incremental liquidity: up to roughly US $5.5 million of additional capital strengthens near-term working capital.
• Regulatory flexibility: emerging-growth and smaller-reporting status reduce compliance costs and cash outflow.
• Underwriter overallotment provides potential for increased proceeds if demand materialises.

Negative

• Substantial dilution: negative tangible book value and extensive warrant/convertible note overhang pressure existing shareholders.
• Crypto allocation: planned deployment of proceeds into bitcoin introduces price volatility, custody and regulatory risks outside core operations.
• No public market for pre-funded warrants, reducing liquidity for warrant holders yet adding perpetual dilution to the equity.
• Blank pricing fields: final terms still unknown, signalling potential downward pricing pressure.
• Investment Company Act risk if bitcoin reclassified as a security, potentially forcing structural changes.

Insights

Financial Analyst

TL;DR: Small capital raise strengthens liquidity but dilution is high and proceeds may be parked in volatile crypto assets.

The filing seeks to raise a modest sum (≈US $5.5 million max) relative to NVVE’s size, yet it is material to a company whose cash burn remains elevated. Additional equity cushions working capital needs and preserves operating runway while management pursues V2G growth. However, blank placeholders for price and share count suggest potential pricing pressure amid a US $1+ share price. The underwriter’s 8% fee plus 5% warrant coverage is typical for micro-cap deals but further dilutive.

Strategically, directing proceeds toward bitcoin is unconventional for a cleantech issuer and introduces non-core market risk. While a rising bitcoin price could enhance treasury returns, investors must discount an unpredictable asset class that adds no operational synergy. Should regulators categorise bitcoin as a security, NVVE risks exceeding the 40% asset threshold under the 1940 Act, forcing restructuring.

The warrant and convertible note overhang—roughly double today’s outstanding shares—creates sustained dilution risk and may cap share appreciation. Yet, as an emerging growth and smaller reporting company, NVVE enjoys lower compliance costs, preserving cash for operations.

Risk Analyst

TL;DR: Crypto treasury plan and heavy security overhang make the offering directionally negative for common shareholders.

The prospectus devotes extensive space to crypto-related risk factors, signalling management’s intention to diversify into digital assets despite limited internal experience and nascent regulation. This shift blurs the investment thesis—from EV grid services to speculative treasury management—potentially elevating insurance costs, counterparty risk and regulatory burdens.

Immediate dilution is compounded by: (1) unknown but likely discounted offering price; (2) pre-funded warrants that are perpetual and cashless-exercisable; (3) millions of high-strike legacy warrants that could reset or reprice. The company’s negative tangible book value underlines balance-sheet fragility.

While cash infusion mitigates near-term going-concern issues, strategic execution risk rises as resources diverge toward cryptocurrency exposure. For investors seeking pure-play V2G growth, the risk-reward profile deteriorates.

As filed with the Securities and Exchange Commission on July 10, 2025

Registration No. 333-21895

Registration No. 333-100511

Registration No. 333-160996

Registration No. 333-276768

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8 REGISTRATION STATEMENT No. 333-21895

FORM S-8 REGISTRATION STATEMENT No. 333-100511

FORM S-8 REGISTRATION STATEMENT No. 333-160996

FORM S-8 REGISTRATION STATEMENT No. 333-276768

UNDER

THE SECURITIES ACT OF 1933

Radius Recycling, Inc.

(Exact name of registrant as specified in its charter)

Oregon		93-0341923
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

222 SW Columbia Street, Suite 1150

Portland, Oregon

(Address of Principal Executive Offices)

97201

(Zip Code)

Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan

Radius Recycling, Inc. 2024 Omnibus Incentive Plan

(Full Title of the Plans)

James Matthew Vaughn

Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

Radius Recycling, Inc.

222 SW Columbia Street, Suite 1150

Portland, Oregon 97201

+1 (503) 224-9900

(Name and address and telephone number, including area code, of agent for service of process)

Copies to:

Nels Hansen, Esq.

Shino Asayama, Esq.

White & Case LLP

White & Case Law Offices (Registered Association)

Marunouchi Trust Tower Main

26th Floor 1-8-3 Marunouchi

Chiyoda-ku, Tokyo 100-0005 Japan

+81 3-6384-3300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) relates to the below-listed Registration Statements on Form S-8 named herein (collectively, the “Registration Statements”) of Radius Recycling, Inc. (f/k/a Schnitzer Steel Industries, Inc.), an Oregon corporation (the “Company”).

On July 10, 2025, the Company was acquired by Toyota Tsusho America, Inc. (“TAI”) pursuant to a certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 13, 2025, by and among the Company, TAI, and TAI Merger Corporation (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of TAI. On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of TAI.

As a result of the Merger, the Company has terminated all offerings and sales of securities under the below-listed Registration Statements, which have been previously filed with the Securities and Exchange Commission (the “SEC”), and is no longer issuing securities under the Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan (the “1993 Plan”) and the Radius Recycling, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”). Accordingly, the Company is filing this Post-Effective Amendment No. 1 to each of the Registration Statements named below to deregister any and all securities registered but unsold or otherwise unissued thereunder:

1. Registration Statement on Form S-8 (Registration No. 333-21895), filed with the SEC on February 14, 1997, registering the offer and sale of 825,000 shares of the Company’s Class A common stock, $1.00 par value per share (“Common Stock”) under the 1993 Plan;

2. Registration Statement on Form S-8 (Registration No. 333-100511), filed with the SEC on October 11, 2002, registering the offer and sale of 1,200,000 shares of Common Stock under the 1993 Plan;

3. Registration Statement on Form S-8 (Registration No. 333-160996), filed with the SEC on August 3, 2009, registering the offer and sale of 5,000,000 shares of Common Stock under the 1993 Plan; and

4. Registration Statement on Form S-8 (Registration No. 333-276768), filed with the SEC on January 30, 2024, registering the offer and sale of 3,000,000 shares of Common Stock under the 2024 Plan.

The Registrant, by filing this Post-Effective Amendment No. 1, hereby terminates the effectiveness of each Registration Statement. This Post-Effective Amendment No. 1 is being filed in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to each Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, Oregon on July 10, 2025.

	Radius Recycling, Inc.
	By:	/s/ James Matthew Vaughn
		Name: James Matthew Vaughn
		Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

No other person is required to sign this Post-Effective Amendment No. 1 to each Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

How much capital can Nuvve (NVVE) raise under this 424B5 prospectus?

The company may sell up to approximately US $5.49 million of securities under Form S-3 Instruction I.B.6, after accounting for US $599,847.45 already sold in the past 12 months.

What securities is Nuvve offering in this transaction?

Nuvve is offering common shares and pre-funded warrants; exact quantities and pricing will be disclosed in the final prospectus.

How will Nuvve use the net proceeds from the offering?

Planned uses include working capital, M&A, strategic investments and purchases of cryptocurrencies as part of a new digital-asset treasury strategy.

What fees will the underwriter receive?

Lucid Capital Markets will earn an 8.0% cash commission on gross proceeds plus warrants to buy shares equal to 5.0% of the securities sold.

Will the pre-funded warrants trade on Nasdaq?

No. The company does not intend to list the pre-funded warrants, so they will have no public trading market.

What are the primary risks highlighted in the prospectus?

Key risks include immediate dilution, crypto price volatility, extensive outstanding warrants and notes, and potential regulatory reclassification of bitcoin.