false000183687500018368752025-04-282025-04-280001836875us-gaap:CommonStockMember2025-04-282025-04-280001836875us-gaap:WarrantMember2025-04-282025-04-28
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): April 28, 2025
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| NUVVE HOLDING CORP. |
| (Exact Name of Registrant as Specified in Charter) |
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| Delaware |
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001-40296 |
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86-1617000 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number) |
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(IRS Employer
Identification No.)
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| 2488 Historic Decatur Road, Ste 230 |
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San Diego, |
California |
92106 |
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(Zip Code) |
Registrant’s telephone number, including area code: (619) 456-5161
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| (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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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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:
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| Title of each class |
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Name of each exchange on which registered |
| Common Stock, Par Value $0.0001 Per Share |
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NVVE |
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The Nasdaq Stock Market LLC |
| Warrants to Purchase Common Stock |
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NVVEW |
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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 April 28, 2025, Nuvve Holding Corp.
Item 7.01. Regulation FD Disclosure.
(the “Company”) issued a press release which announced a new wholly owned subsidiary dedicated to building a cryptocurrency digital treasury along with cash flowing blockchain opportunities as part of a long-term strategic digital asset initiative. 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 building a cryptocurrency digital treasury along with cash flowing blockchain opportunities as part of a long-term strategic digital asset initiative, 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.
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| Exhibit No. |
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Description |
| 99.1 |
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| 104 |
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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: April 28, 2025
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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 |
EX-99.1
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nvve-exx991xpressreleaseda.htm
EX-99.1
Document
Exhibit 99.1
Nuvve Launches New Subsidiary to Capitalize on Cryptocurrency and Blockchain Opportunities
San Diego, Calif. – April 28, 2025 – Nuvve Holding Corp. (NASDAQ: NVVE),a leader in grid modernization and vehicle-to-grid (V2G) technology, today announced a new wholly owned subsidiary dedicated to building a cryptocurrency digital treasury along with cash flowing blockchain opportunities as part of a long-term strategic digital asset initiative.
The new entity, Nuvve-Crypto, (www.nuvve-crypto.com) will build a diversified cryptocurrency portfolio designed to generate long-term growth and maximize shareholder value. As part of this initiative, Nuvve has announced an initial participation in Bitcoin through ETF based on cash surplus and is now actively pursuing additional opportunities in cryptocurrencies, blockchain platforms, and fintech mergers and acquisitions.
"Bitcoin is no longer an experiment. It is an unstoppable force, and we will not sit on the sidelines while the next financial revolution unfolds,” said Gregory Poilasne, cofounder and CEO of Nuvve. “Companies that have leveraged Bitcoin and crypto early are winning, and we plan to be one of them. Anchoring our portfolio with Bitcoin gives us a solid foundation, but we’re moving beyond that, investing opportunistically into a new wave of digital assets with massive upside potential that represents the future of global financial markets. With a supportive political environment and Wall Street waking up to the opportunity, now is the time to act. We aren’t just creating a digital treasury, we’re redefining it."
The Company’s crypto portfolio strategy will be anchored with at least a 50% allocation to Bitcoin, while the remaining 50% will be allocated to other leading digital assets such as Ethereum, Solana, Aave, Chainlink, Avalanche, and other select cryptocurrencies. Future holdings and updates will be made publicly available for transparency.
Nuvve's Board of Directors and management team unanimously approved the move, aligning with the company’s evolving growth strategy to embrace emerging digital financial assets and blockchain innovation.
Establishing this new subsidiary marks a significant milestone in Nuvve's diversification strategy, positioning the company to participate in the high-growth digital asset economy while continuing to drive innovation in grid modernization and V2G technologies.
About Nuvve Holding Corp. Nuvve Holding Corp. (NASDAQ: NVVE) is a global leader accelerating the electrification of transportation through its proprietary vehicle-to-grid (V2G) technology. Nuvve’s platform enables electric vehicles to store and discharge energy, transforming EVs into mobile energy resources and helping to stabilize the grid. Nuvve’s mission is to lower the cost of EV ownership while supporting the transition to a cleaner, more resilient energy infrastructure.
For more information, visit www.nuvve.com.