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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): May 12, 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 200 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).
o
 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 Item 5.02.



Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2025, the Board of Directors (the “Board”) of Nuvve Holding Corp. (the “Company”) appointed James Altucher to serve as a Class B director of the Company, effective immediately. In connection with the Mr. Altucher’s service on the Board, Mr. Altucher will be eligible to be compensated as a director of the Company pursuant to the Company’s director compensation policy. Mr. Altucher will also have the same right to indemnification by the Company as granted to the Company’s other non-employee directors. At this time, Mr. Altucher has not yet been appointed to any committees of the Board.

There is no family relationship between Mr. Altucher and any other executive officer or director of the Company. As previously disclosed by the Company, on May 7, 2025, the Company entered into consulting agreements with certain consultants, including with Z-List Media, Inc., which is an entity owned by Mr. Altucher. Additionally, on May 7, 2025, the Company issued Z-List Media, Inc. warrants to purchase up to an aggregate of 1,500,000 shares of common stock of the Company, consisting of: (i) a warrant to purchase up to 500,000 shares of common stock at an exercise price of $1.05 per share, (ii) a warrant to purchase up to 500,000 shares of common stock at an exercise price of $1.25 per share, and (iii) a warrant to purchase up to 500,000 shares of common stock at an exercise price of $1.50 per share.


Item 7.01. Regulation FD Disclosure.

On May 13, 2025, the Company issued a press release announcing the appointment of Mr. Altucher to the Board. 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.


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.
1

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: May 13, 2025
NUVVE HOLDING CORP.
   
  By: /s/ Gregory Poilasne
    Gregory Poilasne
    Chief Executive Officer
2
EX-99.1 2 exhibit991-nuvvealtucherbo.htm EX-99.1 Document
Exhibit 99.1
Nuvve Holding Corp. Names James Altucher to Board of Directors
Altucher brings deep expertise in cryptocurrencies, entrepreneurship, and investing to support Nuvve’s expansion into digital assets and blockchain strategy
SAN DIEGO– May 13, 2025 – Nuvve Holding Corp. (NASDAQ: NVVE), a global leader in vehicle-to-grid (V2G) technology and grid modernization, today announced the appointment of James Altucher to its Board of Directors. Altucher, an entrepreneur, venture capitalist, and cryptocurrency strategist, joins the board at a pivotal time as Nuvve accelerates the growth of its digital asset subsidiary, Nuvve-DigitalAssets.
“James brings a bold, future-facing mindset that’s well-aligned with where Nuvve is going,” said Gregory Poilasne CEO of Nuvve. “His elevation to the board underscores Nuvve’s commitment to align its governance structure with its expanding mission.”
Altucher was recently appointed as a strategic advisor to Nuvve-DigitalAssets to shape the company’s crypto treasury strategy and investment approach across key sectors such as decentralized finance (DeFi), tokenization, and Web3 infrastructure.
“I’m honored to join Nuvve’s board and help shape its digital asset strategy,” said James Altucher. “We will be positioning Nuvve to build a robust digital treasury that supports its vision for a modernized, decentralized, financial future.”
Altucher joins the board as Nuvve executes a dual strategy of scaling its core V2G energy platform while simultaneously building a next-generation digital treasury through Nuvve-DigitalAssets. He will play an active role in guiding strategic decisions, evaluating M&A opportunities, and supporting shareholder value creation through emerging digital asset classes.
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.
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 Nuvve’s expectations, plans, intentions, strategies, prospects, business plans, product and service offerings, new deployments, potential project successes, expected timing of recently announced projects, anticipated growth of various business areas, anticipated areas of focus for Mr. Altucher and his ability to successfully develop such areas, and other statements that are not historical facts. 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 Securities and Exchange Commission (SEC).

Exhibit 99.1
Copies of these filings are available online at www.sec.gov, https://investors.nuvve.com or on request from Nuvve. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Nuvve’s filings with the SEC. Such forward-looking statements speak only as of the date made, and Nuvve disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this press release.
Media Contact:
Wes Robinson
310-824-9000
wrobinson@olmsteadwilliams.com