As filed with the Securities and Exchange Commission on January 8, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nuvve Holding Corp. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code No.) Delaware 3612 86-1617000 (I.R.S. Employer Identification No.) 2488 Historic Decatur Road, ...

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - Aclarion, Inc. (ACON) is up 38% at $7.94 [3] - A SPAC III Acquisition Corp. (ASPC) is up 31% at $21.41 [3] - Nuvve Holding Corp. (NVVE) is up 23% at $4.32 [3] - Acrivon Therapeutics, Inc. (ACRV) is up 20% at $3.55 [3] - PMGC Holdings Inc. (ELAB) is up 16% at $6.76 [3] - Serina Therapeutics, Inc. (SER) is up 14% at $2.73 [3] - Regencell Bioscience Holdings Limited (RGC) is up 13% at $60.00 [3] - One Stop Systems, Inc. (OSS) is up 11% at $8.75 [3] - Anixa Biosciences, Inc. (ANIX) is up 9% at $3.60 [3] - Globus Medical, Inc. (GMED) is up 7% at $96.99 [3] Premarket Losers - Immuneering Corporation (IMRX) is down 23% at $6.34 [4] - Genelux Corporation (GNLX) is down 12% at $2.95 [4] - Erasca, Inc. (ERAS) is down 11% at $4.55 [4] - Phathom Pharmaceuticals, Inc. (PHAT) is down 10% at $16.10 [4] - Acurx Pharmaceuticals, Inc. (ACXP) is down 9% at $2.62 [4] - Evolution Metals & Technologies Corp. (EMAT) is down 8% at $17.34 [4] - Revolution Medicines, Inc. (RVMD) is down 7% at $95.14 [4] - Cardio Diagnostics Holdings, Inc. (CDIO) is down 7% at $2.59 [4] - Vestis Corporation (VSTS) is down 6% at $6.42 [4] - WORK Medical Technology Group LTD (WOK) is down 6% at $2.75 [4]

Company Overview - Intelligent Bio Solutions Inc. (NASDAQ:INBS) announced plans to raise $10 million through a private placement, leading to a significant drop in its share price [1] - Following the announcement, shares of Intelligent Bio fell 19.7% to $7.65 [1] Stock Movements - Lavoro Limited (NASDAQ:LVRO) saw a substantial increase of 181%, reaching $1.2900 [4] - Ironwood Pharmaceuticals, Inc. (NASDAQ:IRWD) rose 57.7% to $5.32 after issuing FY26 guidance, expecting US net sales of Linzess to be between $1.125 billion and $1.175 billion [4] - Brand Engagement Network, Inc. (NASDAQ:BNAI) jumped 56% to $3.6290 after entering a Vendor Services Project Agreement with a global advertising agency [4] - ChowChow Cloud International Holdings Limited (NYSE:CHOW) increased by 39.7% to $0.8500 due to year-over-year revenue and net income growth in H1 2025 [4] - Sidus Space, Inc. (NASDAQ:SIDU) gained 29% to $4.0314, marking a 470% surge over the past month [4] - Baidu, Inc. (NASDAQ:BIDU) rose 12.1% to $146.57 after announcing a proposed spin-off and Hong Kong listing of its AI unit [4] Declines - Outlook Therapeutics, Inc. (NASDAQ:OTLK) experienced a significant decline of 58% to $0.6632 after receiving a complete response letter from the FDA regarding its biologics license application [4] - ESH Acquisition Corp. (NASDAQ:ESHA) fell 23.5% to $14.68 [4] - Nuvve Holding Corp. (NASDAQ:NVVE) declined 15.3% to $2.1500 after announcing the closing of a private placement [4]

Core Viewpoint - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Group 1: Premarket Gainers - SMX (Security Matters) Public Limited Company (SMX) is up 39% at $22.80 [3] - Rubico Inc. (RUBI) has increased by 21% to $1.30 [3] - Aimei Health Technology Co., Ltd (AFJK) is up 19% at $76.80 [3] - Sable Offshore Corp. (SOC) has risen 19% to $10.81 [3] - Diginex Limited (DGNX) is up 18% at $4.95 [3] - Sidus Space, Inc. (SIDU) has increased by 18% to $3.71 [3] - SELLAS Life Sciences Group, Inc. (SLS) is up 16% at $4.40 [3] - Alchemy Investments Acquisition Corp 1 (ALCY) has risen 14% to $16.24 [3] - Greenidge Generation Holdings Inc. (GREE) is up 11% at $1.65 [3] - Enigmatig Limited (EGG) has increased by 5% to $5.52 [3] Group 2: Premarket Losers - Intelligent Bio Solutions Inc. (INBS) is down 11% at $8.48 [4] - ZW Data Action Technologies Inc. (CNET) has decreased by 11% to $1.20 [4] - Nuvve Holding Corp. (NVVE) is down 9% at $2.31 [4] - ESH Acquisition Corp. (ESHA) has fallen 8% to $17.59 [4] - LZ Technology Holdings Limited (LZMH) is down 6% at $1.55 [4] - Oriental Rise Holdings Limited (ORIS) has decreased by 4% to $1.43 [4] - Cango Inc. (CANG) is down 3% at $1.45 [4] - Massimo Group (MAMO) has fallen 2% to $3.90 [4] - Anghami Inc. (ANGH) is down 2% at $3.68 [4] - AIM ImmunoTech Inc. (AIM) has decreased by 2% to $1.10 [4]

In the Private Placement, Nuvve issued an aggregate of 6,000 shares of Series A Preferred Stock to certain institutional investors at a purchase price of $900.00 per share, representing an original issue discount of 10% of the $1,000 stated value of each share. The Series A Preferred Stock are convertible into shares of Nuvve's common stock at an initial conversion price of $2.367 per share, which represented a 10% discount to the closing price of Nuvve's common stock immediately prior to the closing of the ...

Core Viewpoint - Kit Carson Electric Cooperative, Inc. has selected Nuvve New Mexico, LLC to deploy and operate advanced battery energy storage systems under a Battery-as-a-Service model in northern New Mexico [1] Group 1: Agreement Details - Nuvve New Mexico will develop two battery systems, each with a capacity of 5 megawatts and a total of 20 megawatt-hours, designed for peak load mitigation [1]

Core Points - Nuvve Holding Corp. will implement a 1-for-40 reverse stock split effective December 15, 2025, to comply with Nasdaq's minimum bid price requirement of $1.00 per share [1][4]. - The reverse stock split will reduce the number of outstanding shares from approximately 53 million to about 1.3 million, while the total authorized shares will remain unchanged [3][4]. - The company's common stock will continue to trade under the symbol "NVVE" on the Nasdaq Capital Market with a new CUSIP number [2]. Company Overview - Nuvve Holding Corp. specializes in distributed grid assets management and vehicle-to-grid (V2G) technology, aiming to enhance energy flexibility and sustainability [6]. - The company operates a platform for intelligent energy management, facilitating real-time bidirectional charging and load optimization [6]. - Nuvve collaborates with various electrification partners to support a resilient and equitable energy grid [6].

Core Insights - Nuvve (NVVE) shares experienced a nearly 50% increase following the announcement of a significant green energy partnership in New Mexico [1][3] - The partnership involves an MOU with the City of Socorro and Socorro Electric Cooperative, focusing on transportation electrification, grid modernization, and community resilience initiatives [1][4] Company Developments - The New Mexico deal validates Nuvve's vehicle-to-grid (V2G) technology platform and battery-as-a-service (BaaS) models, showcasing real-world applications of its energy management systems [3][4] - This partnership expands Nuvve's presence in municipal and cooperative energy markets, indicating that its V2G and BaaS models can scale beyond pilot projects [4] Market Context - Despite the surge in stock price, NVVE is trading at a fraction of its value from the beginning of 2025, highlighting ongoing financial distress [2][5] - The stock's dramatic price movement reflects the speculative nature of emerging green tech stocks and the volatility associated with small-cap companies [6] Analyst Coverage - Nuvve currently lacks Wall Street coverage, which limits analyst insights, institutional interest, and liquidity in the stock [7]

Market Performance - U.S. stocks experienced a positive trading session, with the Dow Jones increasing by 1.20% to 46,299.83, gaining over 500 points [1] - The NASDAQ rose by 0.66% to 22,224.05, while the S&P 500 increased by 0.91% to 6,598.00 [1] - Health care shares saw a significant jump of 2.4%, while information technology stocks had a modest rise of 0.1% [1] Company Updates - Elastic N.V. (NYSE:ESTC) shares fell by 15% to $69.96 despite posting strong second-quarter earnings [4] - authID Inc (NASDAQ:AUID) shares dropped by 22% to $1.3350 following the announcement of a registered direct offering valued at approximately $3.675 million [4] - Pasithea Therapeutics Corp (NASDAQ:KTTA) shares decreased by 21% to $0.3337 after releasing interim Phase 1 trial data for PAS-004 [5] - Iveda Solutions Inc (NASDAQ:IVDA) shares surged by 28% to $0.8351 due to a new manufacturing partnership in Egypt [9] - Nuvve Holding Corp (NASDAQ:NVVE) shares increased by 42% to $0.2327 after entering a Memorandum of Understanding for transportation electrification [9] - Enviri Corporation (NYSE:NVRI) shares rose by 29% to $17.50 following a $3.04 billion clean earth sale to Veolia [9] Economic Indicators - The University of Michigan's consumer sentiment index increased to 51.0 in November from a preliminary reading of 50.3 [2][12] - U.S. wholesale inventories remained flat at approximately $908 billion in August, compared to a revised 0.1% gain in July [12] - The S&P Global composite PMI rose to 54.8 in November, up from 54.6 in October, exceeding market expectations [12] - The S&P Global services PMI increased to 55 in November, while the manufacturing PMI declined to 51.9, marking the lowest reading in four months [12]

Core Insights - Nuvve Holding Corp. shares experienced a significant surge of 76.78% in after-hours trading, reaching a price of $0.29 [1] - The company has signed a Memorandum of Understanding (MOU) with local entities in Socorro, New Mexico, to enhance community resilience and modernize electric infrastructure [2] Partnership Details - The MOU involves collaboration between the City of Socorro, Socorro Electric Cooperative, and Nuvve New Mexico to advance transportation electrification and improve local electric infrastructure [2] - Key signatories include Nuvve New Mexico CEO Ted Smith, Socorro Electric Cooperative CEO Manuel Gonzales, and Mayor Dr. Ravi Bhasker [2] Strategic Initiatives - The partnership targets six main areas: modernizing the grid with distributed batteries and microgrids, electrifying school buses, replacing municipal fleets, implementing demand charge mitigation strategies, expanding charging infrastructure, and integrating renewable energy [3] Market Implications - A joint working group will be established to coordinate projects and seek funding opportunities at state and federal levels [4] - The agreement highlights a trend of collaboration among state, municipal, and cooperative entities in New Mexico, utilizing technologies like vehicle-to-grid integration and Battery-as-a-Service models [4] Stock Performance - Nuvve Holding's stock has declined by 94.81% since the start of the year, with a market capitalization of $5.64 million [5] - The stock's annual trading range is between $0.15 and $5.02, and it closed at $0.16, down 15.67% in the regular session prior to the surge [5]