nvve-20250620false000183687500018368752025-06-202025-06-200001836875us-gaap:CommonStockMember2025-06-202025-06-200001836875us-gaap:WarrantMember2025-06-202025-06-20
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): June 20, 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 June 20, 2025, the Board of Directors (the “Board”) of Nuvve Holding Corp. (the “Company”) appointed Laura Huang to serve as a Class A director of the Company, effective as of June 25, 2025, and on June 25, 2025, the Board appointed Brian Johnson to serve as a Class B director, effective immediately. In connection with Ms. Huang’s and Mr. Johnson’s service on the Board, each director will be eligible to be compensated as a director of the Company pursuant to the Company’s director compensation policy. Ms. Huang and Mr. Johnson will also have the same right to indemnification by the Company as granted to the Company’s other non-employee directors. Effective upon her appointment to the Board, Ms. Huang was also appointed to serve as a member of the Compensation Committee and Nominating and Corporate Governance Committee and Mr. Johnson was appointed to serve as a member of the Audit Committee.
Neither Ms. Huang nor Mr. Johnson have any material interest in any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K. There is no understanding or arrangement between either Messrs. Huang and Johnson and any other person or persons with respect to their appointment and there are no family relationships between each of them and any other director or executive officer or person nominated or chosen by the Company to become a director or executive officer.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 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: June 26, 2025
| | | | | | | | |
| NUVVE HOLDING CORP. |
| | |
| | By: | /s/ Gregory Poilasne |
| | | Gregory Poilasne |
| | | Chief Executive Officer |