Brown Stone Capital, Montazeri Divest All NVVE Shares

TL;DR

**Brown Stone Capital and Nima Montazeri just dumped all their NVVE shares, now owning 0%.**

AI Summary

Brown Stone Capital Ltd. and Nima Montazeri filed an amended SC 13G/A on January 31, 2024, indicating they no longer beneficially own any shares of Nuvve Holding Corp. (NVVE) as of December 31, 2023. This amendment shows a complete divestment from their previous holdings, reducing their ownership to 0% of the common stock. This matters to investors because it signals a significant institutional holder has exited their position, which could be interpreted negatively by the market.

Why It Matters

This filing indicates a significant institutional investor and an individual associated with them have completely sold off their stake in Nuvve Holding Corp., which could signal a lack of confidence in the company's future prospects.

Risk Assessment

Risk Level: medium — The complete divestment by a reporting person could indicate a loss of confidence, potentially leading to downward pressure on the stock price.

Analyst Insight

A smart investor would consider this complete divestment by Brown Stone Capital Ltd. and Nima Montazeri as a potential red flag, prompting further due diligence into Nuvve Holding Corp.'s fundamentals and future prospects before making investment decisions.

Key Numbers

• 0% — Percent of Class Represented (Brown Stone Capital Ltd. and Nima Montazeri's current beneficial ownership of Nuvve Holding Corp. common stock as of December 31, 2023.)
• 0 — Aggregate Amount Beneficially Owned (The total number of shares beneficially owned by Brown Stone Capital Ltd. and Nima Montazeri as of December 31, 2023.)

Key Players & Entities

• Brown Stone Capital Ltd (company) — reporting person, divested all shares of Nuvve Holding Corp.
• Nima Montazeri (person) — reporting person, divested all shares of Nuvve Holding Corp.
• Nuvve Holding Corp. (company) — subject company whose shares were divested
• December 31, 2023 (date) — date of event which requires the filing of this statement

Forward-Looking Statements

• Nuvve Holding Corp.'s stock price may experience downward pressure in the short term. (Nuvve Holding Corp.) — medium confidence, target: 3 months

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• nvve_sc13ga.htm (SC 13G/A) — 61KB
• nvve_ex991.htm (EX-99.1) — 11KB
• 0001477932-24-000476.txt ( ) — 73KB

(a). Name of Issuer

ITEM 1(a). Name of Issuer: The name of the issuer is Nuvve Holding Corp. (the "Company").

(b). Address of Issuer's Principal Executive Offices

ITEM 1(b). Address of Issuer's Principal Executive Offices: 2488 Historic Decatur Road Suite 200 San Diego, CA 92106

(a). Name of Report Person Filing

ITEM 2(a). Name of Report Person Filing: This statement is being filed by Brown Stone Capital Limited and Nima Montazeri, the control person and President of Brown Stone Capital Limited (the "Reporting Persons").

(b). Address of Principal Business Office or, if none, residence

ITEM 2(b). Address of Principal Business Office or, if none, residence: The address for the Reporting Persons is Rear No. 2 Glenthorne Road, London, United Kingdom, N11 3HT.

(c). Citizenship

ITEM 2(c). Citizenship: Brown Stone Capital Limited is organized under the laws of the United Kingdom. Nima Montazeri is a citizen of Canada and a permanent resident of the United States.

(d). Title of Class of Securities

ITEM 2(d). Title of Class of Securities: This statement relates to the Common Stock, par value $0.0001 per share, of the Company.

(e). CUSIP Number

ITEM 2(e). CUSIP Number: The CUSIP number of the class of securities is 67079Y209 (formerly 67079Y100). ITEM 3. If This Statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); (j) A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with 240.13d-1(b)(1)(ii)(K). CUSIP NO. 67079Y209 13G Page 5 of 6 If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Ownership

ITEM 4. Ownership. (a) Amount beneficially owned: No shares were held as of December 31, 2023. (b) Percentage of class: 0%. (c) Number of shares as to which the persons have: (i) Sole power to vote or to direct the vote, 0 shares. (ii) Shared power to vote or direct the vote, -0- shares. (iii) Sole power to dispose or to direct the disposition of, 0 shares. (iv) Shared power to dispose or to direct the disposition of, -0- shares.

Ownership of Five Percent or Less of a Class

ITEM 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than 5 percent of the class of securities, check the following .

Ownership of More Than Five Percent on Behalf of Another Person

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable.

Identification and Classification of Members of the Group

ITEM 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

ITEM 9. Notice of Dissolution of Group. Not applicable.

Certifications

ITEM 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11. CUSIP NO. 67079Y209 13G Page 6 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Brown Stone Capital Limited DATE: January 31, 2024 By: /s/ Nima Montazeri Name: Nima Montazeri Title: President Nima Montazeri By: /s/ Nima Montazeri Exhibit Index Exhibit No. Description Exhibit 99.1 Joint Filing Agreement.

View Full Filing

View this SC 13G/A filing on SEC EDGAR