false000183687500018368752025-01-282025-01-280001836875us-gaap:CommonStockMember2025-01-282025-01-280001836875us-gaap:WarrantMember2025-01-282025-01-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 28, 2025
|
|
|
| NUVVE HOLDING CORP. |
| (Exact Name of Registrant as Specified in Charter) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Delaware |
|
001-40296 |
|
86-1617000 |
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number) |
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2488 Historic Decatur Road, Ste 230 |
|
San Diego, |
California |
92106 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (619) 456-5161
|
|
|
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
|
|
|
|
|
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
|
|
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
|
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
|
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Title of each class |
|
Trading symbols |
|
Name of each exchange on which registered |
| Common Stock, Par Value $0.0001 Per Share |
|
NVVE |
|
The Nasdaq Stock Market LLC |
| Warrants to Purchase Common Stock |
|
NVVEW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act. o On January 28, 2025, Nuvve Holding Corp.
Item 7.01. Regulation FD Disclosure.
(the “Company”) issued a press release issued a press release which announced that its Board of Directors has approved the inclusion of bitcoin (“BTC”) as an asset in the Company’s treasury management program, which the Company believes will diversify its treasury holdings. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act and the Exchange Act. Statements that are not historical facts, including statements about the matters described above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the inclusion of BTC in the Company’s treasury management program, the anticipated benefits of such strategy, and similar related matters described above,. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
|
|
|
|
|
|
|
|
|
| Exhibit No. |
|
Description |
| 99.1 |
|
|
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 28, 2025
|
|
|
|
|
|
|
|
|
|
NUVVE HOLDING CORP. |
| |
|
| |
By: |
/s/ Gregory Poilasne |
| |
|
Gregory Poilasne |
| |
|
Chief Executive Officer |
EX-99.1
2
nvve-exx991xpressreleaseda.htm
EX-99.1
Document
Exhibit 99.1
Nuvve Board Approves Bitcoin (BTC) Payments and Treasury Strategy
SAN DIEGO, CA., Jan. 28 2025 – Nuvve Holding Corp. (Nasdaq: NVVE), a global leader in vehicle-to-grid (V2G) technology, today announced its Board of Directors has approved the inclusion of Bitcoin (BTC) as a primary asset in the company’s treasury management program.
Nuvve will allocate up to 30% of its excess cash, calculated based on its estimated six-month operating expenses, toward BTC purchases. This BTC allocation will be subject to, among other factors, market conditions and the company’s operational cash requirements, including its planned expansion strategy further into the V2G sector.
Bitcoin’s adoption will diversify the company’s treasury holdings. This initiative aligns with Nuvve’s goal to enable BTC as a payment option for its customers and suppliers, as part of its core mission to promote grid electrification through innovation.
“Nuvve is geared to help modernize the grid, supporting utilities to keep the cost of energy equitable by supplying more efficient fleet-to-grid solutions and more generally multi-purpose energy storage to deliver peak power when needed,” said Gregory Poilasne, CEO and Founder of Nuvve. “BTC acceptance will promote more payment options for customers and suppliers with potentially less transactional friction inherent to digital currencies.”
For more information about Nuvve Holding Corp., please visit [Company Website].
Additional details regarding Nuvve’s BTC treasury strategy can be found in the Company’s Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission on or about January 28, 2025.
About Nuvve
Founded in 2010, Nuvve Holding Corp. (Nasdaq: NVVE) has successfully deployed vehicle-to-grid (V2G) on five continents, offering turnkey electrification solutions for fleets of all types. Nuvve combines the world’s most advanced V2G technology and an ecosystem of electrification partners, delivering new value to electric vehicle (EV) owners, accelerating the adoption of EVs, and supporting a global transition to clean energy. Nuvve is making the grid more resilient, transforming EVs into mobile energy storage assets, enhancing sustainable transportation, and supporting energy equity in an electrified world. Nuvve is headquartered in San Diego, California.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “aims,” “anticipates,” “plans,” “looking forward to,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “continue,” “seeks” or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words.
Forward-looking statements include, but are not limited to, statements concerning the expected benefits of the Company’s treasury management program, anticipated allocations of excess cash toward BTC purchases, and timing of such allocations. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. Nuvve does not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise except as required by law.
Contacts
Media Contact
Paulo Acuña
pacuna@olmsteadwilliams.com
310.824.9000
エドガーで原本を確認する