Nuvve Holding Corp. Files 8-K/A Amendment

TL;DR

Nuvve Holding Corp. filed an 8-K/A amendment on Nov 14, 2025, updating material agreements and equity sales.

AI Summary

Nuvve Holding Corp. filed an amendment (8-K/A) on December 1, 2025, to a previous filing dated November 14, 2025. This amendment pertains to the entry into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This amendment provides updated information and potential changes regarding Nuvve's agreements, equity sales, and corporate structure, which could impact investors' understanding of the company's financial and legal standing.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements and unregistered sales of equity can indicate significant corporate actions or financial adjustments that warrant investor attention.

Key Players & Entities

• Nuvve Holding Corp. (company) — Registrant
• November 14, 2025 (date) — Earliest event reported
• December 1, 2025 (date) — Filing date of amendment
• NB Merger Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Mar
• $5,000,000 — hares with an aggregate stated value of $5,000,000 instead of the correct 6,000 shares wit
• $4,500,000 — regate purchase price of such shares as $4,500,000 instead of the correct $5,400,000. The
• $5,400,000 — es as $4,500,000 instead of the correct $5,400,000. The copy of the Securities Purchase Ag
• $6,000,000 — nts") with an aggregate stated value of $6,000,000, for an aggregate purchase price of $5,
• $25,000,000 — with an aggregate stated value of up to $25,000,000 (the "Additional Investment Right") and
• $4.0 million — oss proceeds to the Company of at least $4.0 million until the Company has received at least
• $20.0 million — until the Company has received at least $20.0 million in gross proceeds, provided the Purchas
• $25 million — s option to sell to the Investors up to $25 million of its Common Stock (the "ELOC Shares")

Filing Documents

• ea0266713-8ka1_nuvve.htm (8-K/A) — 50KB
• ea026671301ex10-1_nuvve.htm (EX-10.1) — 260KB
• ea026671301ex10-3_nuvve.htm (EX-10.3) — 352KB
• 0001213900-25-116684.txt ( ) — 1031KB
• nvve-20251114.xsd (EX-101.SCH) — 4KB
• nvve-20251114_def.xml (EX-101.DEF) — 26KB
• nvve-20251114_lab.xml (EX-101.LAB) — 36KB
• nvve-20251114_pre.xml (EX-101.PRE) — 25KB
• ea0266713-8ka1_nuvve_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Private Placement of Preferred Stock and Warrants On November 14, 2025, Nuvve Holding Corp. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with the purchasers identified therein (collectively, the "Purchasers") providing for the issuance and sale to the Purchasers of (i) 6,000 shares of newly-designated Series A Convertible Preferred Stock (the "Preferred Stock") and (ii) warrants to purchase up to a number of shares of common stock of the Company (the "Common Stock") equal to 100% of the shares of Common Stock issuable upon conversion of the shares of Preferred Stock (the "Warrants") with an aggregate stated value of $6,000,000, for an aggregate purchase price of $5,400,000 (the "Offering"). Pursuant to the Purchase Agreement, the Company agreed to hold a special meeting of stockholders on or prior to December 31, 2025, for the purposes of obtaining stockholder approval under the applicable rules and regulations of the Nasdaq Stock Market ("Nasdaq") approving the issuance of shares of Common Stock pursuant to the conversion of any shares of Preferred Stock and exercise of any Warrants issued under the Securities Purchase Agreement in excess of 19.99% of the issued and outstanding Common Stock on the date of the Securities Purchase Agreement (the "Shareholder Approval"). The closing of the Offering (the "Closing") shall take place upon the receipt of the Shareholder Approval, and the satisfaction of certain customary conditions contained in the Securities Purchase Agreement. Pursuant to the Certificate of Designation designating the Preferred Stock (the "Certificate of Designation") and subject to certain ownership limitations, the Preferred Stock may be converted at any time at the option of the Purchasers into shares of the Company's Common Stock at an initial conversion price equal to 90% of the closing price of the Common Stock immediately prior to the

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 is incorporated by reference into this Item 3.02 in its entirety.

03 Material

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 1.01 is incorporated by reference into this Item 3.03 in its entirety.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Items 1.01 and 3.03 regarding the Certificate of Designation are incorporated by reference into this Item 5.03 in its entirety. 3

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 3.1 Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on November 14, 2025). 4.1 Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on November 14, 2025). 4.2 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on November 14, 2025). 10.1* Securities Purchase Agreement, dated as of November 14, 2025, between the Company and the purchasers identified therein. 10.2* Registration Rights Agreement, dated as of November 14, 2025, between the Company and the purchasers identified therein (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on November 14, 2025). 10.3* Amended and Restated Common Shares Purchase Agreement, dated as of December 1, 2025, between the Company and the purchasers thereto. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. 4 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: December 1, 2025 NUVVE HOLDING CORP. By: /s/ Gregory Poilasne Gregory Poilasne Chief Executive Officer 5

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View this 8-K/A filing on SEC EDGAR