Core Viewpoint - Nuvve Holding Corp. has successfully closed a private placement of Series A Convertible Preferred Stock and accompanying warrants, raising gross proceeds of $5.4 million, which will be used for working capital and general corporate purposes [1][3]. Group 1: Private Placement Details - Nuvve issued 6,000 shares of Series A Preferred Stock at a price of $900.00 per share, reflecting a 10% discount from the stated value of $1,000 [2]. - The Series A Preferred Stock is convertible into common stock at an initial price of $2.367 per share, which is a 10% discount to the closing price prior to the placement [2]. - The company also issued warrants to purchase up to 2,534,856 shares of common stock at an initial exercise price of $3.5505 per share, which are exercisable immediately and expire in five years [3]. Group 2: Compliance and Future Actions - The closing of the private placement is expected to help Nuvve regain compliance with Nasdaq's stockholders' equity listing requirement by the deadline of December 31, 2025 [4]. - Nuvve plans to file a registration statement with the SEC to register the resale of common stock that can be issued upon conversion of the Series A Preferred Stock and exercise of the warrants [5]. - Stockholder approval for the full conversion of the Series A Preferred Stock and the exercise of the accompanying warrants was obtained at a special meeting held on December 29, 2025 [5]. Group 3: Company Overview - Nuvve Holding Corp. specializes in distributed grid assets management and vehicle-to-grid (V2G) technology, aiming to enhance energy flexibility and sustainability [9]. - The company operates a platform for intelligent energy management, facilitating real-time bidirectional charging and load optimization [9]. - Nuvve's mission is to support a clean energy future by integrating mobility, buildings, and infrastructure into a resilient and equitable grid [9].

As filed with the Securities and Exchange Commission on January 25, 2024 Registration No. 333-276415 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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 Number) Delaware 5541 86 ...