Nuvve Holding Corp. Files 8-K on Security Holder Rights
Ticker: NVVEW · Form: 8-K · Filed: Dec 11, 2025 · CIK: 1836875
| Field | Detail |
|---|---|
| Company | Nuvve Holding CORP. (NVVEW) |
| Form Type | 8-K |
| Filed Date | Dec 11, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing, amendment
TL;DR
Nuvve 8-K filed: Changes to security holder rights & bylaws. Review for impact.
AI Summary
Nuvve Holding Corp. filed an 8-K on December 11, 2025, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, indicating potential changes in the company's corporate structure or governance. Specific details regarding the modifications and amendments are not elaborated in the provided text.
Why It Matters
This filing signals potential changes to Nuvve's corporate structure or shareholder rights, which could impact investors' stakes and the company's governance. Investors should review the full filing for details on these modifications.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can introduce uncertainty and potential shifts in control or value.
Key Numbers
- 001-40296 — SEC File Number (Identifies the specific SEC filing for Nuvve Holding Corp.)
- 86-1617000 — IRS Employer Identification No. (Tax identification number for Nuvve Holding Corp.)
Key Players & Entities
- Nuvve Holding Corp. (company) — Registrant
- December 11, 2025 (date) — Date of Report
- Delaware (jurisdiction) — State of Incorporation
- San Diego, California (location) — Business Address
FAQ
What specific material modifications were made to the rights of Nuvve Holding Corp.'s security holders?
The provided text of the 8-K filing does not specify the exact nature of the material modifications to the rights of security holders, only that such modifications were reported.
What amendments were made to Nuvve Holding Corp.'s articles of incorporation or bylaws?
The filing indicates amendments to the articles of incorporation or bylaws were made, but the specific details of these amendments are not included in the excerpt.
What is the significance of Nuvve Holding Corp. filing an 8-K on December 11, 2025?
The 8-K filing on December 11, 2025, signifies that Nuvve Holding Corp. is reporting significant corporate events, including material modifications to security holder rights and amendments to its governing documents.
Where is Nuvve Holding Corp. incorporated and what is its business address?
Nuvve Holding Corp. is incorporated in Delaware and its business address is 2488 Historic Decatur Road, Ste 230, San Diego, California 92106.
What other items are included in this 8-K filing besides modifications and amendments?
In addition to material modifications to rights of security holders and amendments to articles of incorporation or bylaws, the 8-K filing also includes Financial Statements and Exhibits.
Filing Stats: 936 words · 4 min read · ~3 pages · Grade level 10.8 · Accepted 2025-12-11 16:35:27
Key Financial Figures
- $0.0001 — ich registered Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Market
Filing Documents
- nvve-20251211.htm (8-K) — 36KB
- nuvve-ex31to8xkcharteramen.htm (EX-3.1) — 11KB
- 0001836875-25-000196.txt ( ) — 209KB
- nvve-20251211.xsd (EX-101.SCH) — 2KB
- nvve-20251211_def.xml (EX-101.DEF) — 16KB
- nvve-20251211_lab.xml (EX-101.LAB) — 28KB
- nvve-20251211_pre.xml (EX-101.PRE) — 17KB
- nvve-20251211_htm.xml (XML) — 4KB
03. Material Modifications to Rights of Security Holders
Item 3.03. Material Modifications to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 11, 2025, Nuvve Holding Corp. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1-for-40 (the "Reverse Stock Split"). The Certificate of Amendment provides that the Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on December 15, 2025 (the "Effective Time"), at which time every forty (40) shares of issued and outstanding Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued. Trading of the Common Stock on the Nasdaq Capital Market on a split-adjusted basis will commence at market open on December 15, 2025. The new CUSIP number for the Common Stock following the reverse stock split is 67079Y407. As a result of the Reverse Stock Split, the issued and outstanding shares of Common Stock will be decreased from approximately 53.0 million pre-split shares to approximately 1.3 million post-split shares. The Reverse Stock Split will not change the number of authorized shares of the Common Stock. The Reverse Stock Split will apply to the Company's outstanding convertible securities, warrants, stock options and restricted stock units. The number of shares of Common Stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the Rever
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nuvve Holding Corp. 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: December 11, 2025 NUVVE HOLDING CORP. By: /s/ Gregory Poilasne Gregory Poilasne Chief Executive Officer 2