S-1/A: Nuvve Holding Corp. Files Amended S-1 to Register Resale of Nearly 19 Million Shares by Selling Stockholders

Nuvve Holding Corp. has filed an amendment to its S-1 registration statement to register the resale of up to 18,782,828 shares of common stock by various selling stockholders, including shares from recent convertible note and warrant issuances, with the company receiving no proceeds from these sales.

Summary

• Nuvve Holding Corp. (NVVE) has filed Amendment No. 1 to its Form S-1 registration statement to register the resale of up to 18,782,828 shares of Common Stock by various Selling Stockholders.
• The shares registered for resale include 7,891,414 shares issuable upon conversion of senior convertible promissory notes (AIR Notes), 7,891,414 shares issuable upon exercise of warrants (AIR Warrants) from a private placement, and 3,000,000 shares issuable upon exercise of Initial Consultant Warrants.
• Nuvve Holding Corp. will not receive any proceeds from the sale of these shares by the Selling Stockholders; the company will bear all registration expenses, while Selling Stockholders will cover commissions and fees.
• The company's Common Stock is listed on the Nasdaq Capital Market under the symbol NVVE, with a last reported sales price of $1.19 per share on June 17, 2025.
• Nuvve is a green energy technology company providing a commercial Vehicle-to-Grid (V2G) platform, 'Grid Integrated Vehicle (GIVe) platform,' enabling EV batteries to store and resell unused energy to the electric grid and provide grid services.
• Revenue is primarily generated from grid services via the GIVe software platform and sales of V2G-enabled charging stations, with additional income from mobility fees and consulting services.
• On May 30, 2025, Nuvve issued $4,166,666.67 principal amount of AIR Notes (carrying a 10% original issue discount) and accompanying AIR Warrants in a private placement, generating gross proceeds of $3,750,000 for the company, intended for working capital and general corporate purposes.
• The AIR Notes accrue interest at 8.0% per annum, increasing to 18.0% upon an event of default, and are convertible into Common Stock at a price of $0.78 per share, subject to full ratchet antidilution protection with a floor price of $0.528.
• The AIR Warrants are exercisable at $0.78 per share and also include full ratchet antidilution protection.
• In May 2025, Nuvve issued warrants to consultants for services, including Initial Consultant Warrants for 3,000,000 shares at an exercise price of $1.05 per share, and Additional Consultant Warrants for 6,000,000 shares at exercise prices of $1.25 and $1.50 per share.
• As of June 2, 2025, the company had 9,496,908 shares of Common Stock outstanding.
• The company is classified as an 'emerging growth company' and a 'smaller reporting company,' which provides certain exemptions from SEC reporting requirements.

Sentiment

Score: 3

Explanation: The filing primarily concerns the registration of shares for resale by existing stockholders, which will not generate new capital for the company but will lead to significant dilution. The terms of recent capital raises (low conversion prices relative to market, high interest rates on notes, full ratchet anti-dilution) suggest the company is raising capital under challenging conditions, indicating financial strain. While the company operates in a promising sector, the immediate financial implications of this filing are negative for existing shareholders.

Positives

• Nuvve operates in the growing green energy technology sector, focusing on Vehicle-to-Grid (V2G) technology, which has significant potential for integrating electric vehicles with the grid.
• The company's proprietary GIVe platform enables EVs to act as virtual power plants, offering valuable grid services such as frequency regulation, demand charge management, and energy arbitrage.
• Nuvve successfully completed a private placement on May 30, 2025, raising gross proceeds of $3,750,000, which will be used for working capital and general corporate purposes.
• The company anticipates continued growth in company-owned charging stations and related government grant funding, supporting its business expansion.

Negatives

• The company will not receive any proceeds from the sale of the 18,782,828 shares registered for resale by the Selling Stockholders, leading to significant potential dilution for existing shareholders without direct capital inflow.
• The AIR Notes carry a high interest rate of 8.0% per annum, escalating to 18.0% upon an event of default, indicating high-cost financing.
• The conversion price of the AIR Notes ($0.78) and the exercise price of the AIR Warrants ($0.78) are substantially below the Common Stock's market price of $1.19 as of June 17, 2025, suggesting recent capital raises were at a significant discount.
• The presence of full ratchet antidilution protection on the AIR Notes and Warrants means that the conversion/exercise price will adjust downwards if the company issues shares at a lower price in the future, increasing dilution.
• The company has identified material weaknesses in internal control over financial reporting, specifically relating to segregation of duties, access controls to financial record-keeping systems, and accounting staffing levels.
• Nuvve is currently dependent on sales of charging stations for most of its revenues, which could be a concentration risk.
• The company's business is susceptible to reduced demand if governmental rebates, tax credits, and other financial incentives for electric vehicles or charging infrastructure are reduced, modified, or eliminated.

Risks

• Sales of a substantial number of shares by existing securityholders in the public market, or the perception of such sales, could depress the market price of Nuvve's Common Stock and impair its ability to raise future capital.
• The company's ability to maintain effective internal controls over financial reporting is at risk due to identified material weaknesses related to segregation of duties, access controls, and accounting staffing levels.
• Nuvve's business growth is dependent on the widespread acceptance and adoption of electric vehicles and the increased installation of charging stations.
• There is a risk of reduced demand for EV charging if governmental rebates, tax credits, and other financial incentives are reduced, modified, or eliminated.
• The company's backlog, revenue, and gross margins could be adversely affected if customers increasingly claim clean energy credits, making them unavailable for Nuvve to claim.
• Competition in the EV charging and V2G technology markets could negatively impact Nuvve's future business.
• Risks related to Nuvve's dependence on its intellectual property and the potential for undetected defects or errors in its technology.
• Conducting a portion of operations through joint ventures exposes the company to risks and uncertainties, many of which are outside of its control, and can disrupt management time.
• Changes in applicable laws or regulations could adversely affect the company's operations and financial performance.
• Risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data could harm the company's reputation and operations.
• The company may be adversely affected by other economic, business, and/or competitive factors not explicitly detailed.

Future Outlook

Nuvve expects growth in company-owned charging stations and related government grant funding to continue, but anticipates that such projects will constitute a declining percentage of its future business as commercial operations expand. The net proceeds from the recent AIR Issuance are intended for working capital and general corporate purposes.

Management Comments

• "We are a green energy technology company that provides, directly and through business ventures with our partners, a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid and provide other grid services."
• "Our proprietary V2G technology Grid Integrated Vehicle (GIVe) platform has the potential to refuel the next generation of EV fleets through cutting-edge, bi-directional charging solutions."
• "We expect growth in company-owned charging stations and the related government grant funding to continue, but for such projects to constitute a declining percentage of our future business as our commercial operations expand."
• "We intend to use the net proceeds from the AIR Issuance for working capital and general corporate purposes."

Industry Context

Nuvve Holding Corp. operates within the rapidly evolving green energy technology and electric vehicle (EV) charging infrastructure sectors, with a specialized focus on Vehicle-to-Grid (V2G) technology. This industry is characterized by increasing EV adoption, a growing demand for smart grid solutions, and significant reliance on governmental incentives and regulatory frameworks. Nuvve's V2G platform positions it to capitalize on the need for grid stability and optimization by integrating EVs as distributed energy resources, offering services like frequency regulation and demand response. The company's business model, which includes partnerships with automotive manufacturers and fleet operators, reflects the collaborative nature of this emerging market. However, the industry's dependence on policy support and the nascent stage of V2G commercialization present inherent challenges.

Management Changes

Corporate Governance

Legal Proceedings

• A Settlement and Release Agreement was entered into between the Company and Rhombus Energy Solutions on February 2, 2024.

Related Party Transactions

• In June 2022, Chief Executive Officer Gregory Poilasne and Chief Operating Officer Ted Smith purchased an aggregate of 337 shares of common stock for approximately $2,000,000.
• On August 16, 2024, CEO Gregory Poilasne and CFO David Robson were issued SPV Promissory Notes for an aggregate of $1,500,000 to support project costs for Deep Impact 1 LLC, a joint venture in which Nuvve holds a 51% equity interest.
• On August 27, 2024, CEO Gregory Poilasne and CFO David Robson were issued Nuvve Promissory Notes for an aggregate principal of $500,000 (with a purchase price of $475,000).
• James Altucher, a beneficial owner of Z-List Media, Inc. (a consultant that received warrants), was appointed to Nuvve's Board of Directors on May 12, 2025.

Stakeholder Impact

• **Shareholders:** Face significant potential dilution due to the large number of shares being registered for resale by selling stockholders, from which the company receives no direct proceeds. The low conversion/exercise prices of recent issuances and full ratchet anti-dilution provisions further exacerbate this, potentially leading to downward pressure on the stock price.
• **New Investors (in private placements):** Those who participated in the recent private placements received shares/warrants at a substantial discount to the current market price, offering a favorable entry point and strong anti-dilution protection.
• **Consultants:** Received warrants as compensation for services, aligning their interests with potential stock price appreciation, though subject to beneficial ownership limitations.
• **Creditors (holders of AIR Notes):** Benefit from high interest rates (8% to 18% upon default) and robust anti-dilution protection, providing a relatively secure position for their investment.
• **Employees:** While not directly impacted by this filing, the company's financial health and ability to raise capital, as reflected in these transactions, indirectly affect job security, compensation, and future growth opportunities.

Next Steps

• The registration statement must become effective for the Selling Stockholders to commence reselling the shares.
• Nuvve will continue to file annual, quarterly, and current reports with the SEC, which will be incorporated by reference into this registration statement.
• The company is obligated to make copies of this prospectus available to Selling Stockholders for delivery to purchasers.
• Nuvve is expected to continue efforts to remediate identified material weaknesses in internal control over financial reporting.
• Monthly installments on the AIR Notes are scheduled to commence on the earlier of July 31, 2025, or the effective date of the registration statement.

Key Dates

Recommendation

Keywords

Nuvve Holding Corp., NVVE, SEC filing, S-1/A, common stock, resale, selling stockholders, convertible notes, warrants, private placement, V2G, Vehicle-to-Grid, GIVe platform, electric vehicles, EV charging, green energy, grid services, dilution, Nasdaq, emerging growth company, smaller reporting company, corporate governance, risk factors, capital raise