NVVE.NASDAQNuvve Holding CORP

S-1/A: Nuvve Holding Corp. Files Amendment for Resale of Up to 18.5 Million Shares

Sentiment:

S-1/A Filing

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Nuvve Holding Corp. has filed an amendment to its Form S-1 registration statement to allow selling stockholders to resell up to 18,573,650 shares of common stock.

Capital raiseThe company issued senior convertible promissory notes and warrants in private placements in March and April 2025.The gross proceeds from the March AIR Issuance were $1,500,000 before expenses.The gross proceeds from the April AIR Issuance were $1,300,000 before expenses.The company intends to use the net proceeds from the March and April AIR Issuances for working capital and general corporate purposes.

Summary

  • Nuvve Holding Corp. has filed an amendment to a registration statement on Form S-1 with the SEC.
  • The amendment covers the resale of up to 18,573,650 shares of common stock by selling stockholders.
  • These shares include those issuable upon conversion of senior convertible promissory notes (AIR Notes) and exercise of warrants (AIR Warrants and Original Warrants) issued in private placements.
  • Nuvve will not receive any proceeds from the sale of these shares by the selling stockholders.
  • The company will bear the registration expenses, while the selling stockholders will pay discounts, commissions, and fees of underwriters.
  • The common stock is listed on the Nasdaq Capital Market under the symbol NVVE, with a last reported sales price of $0.937 per share on April 29, 2025.
  • The company intends to use the net proceeds from the March and April AIR Issuances for working capital and general corporate purposes.
  • The company is registering the shares of Common Stock in order to permit the Selling Stockholders to offer the shares for resale from time to time.

Sentiment

Score: 5

Explanation: The document is primarily factual, detailing the registration of shares for resale and related financial arrangements. While the company secures additional funding, the lack of proceeds from the resale and potential dilution temper the overall sentiment.

Positives

  • The registration allows selling stockholders to offer their shares for resale, potentially increasing liquidity.
  • The company has secured additional funding through private placements of AIR Notes and Warrants.
  • The company intends to use the net proceeds from the March and April AIR Issuances for working capital and general corporate purposes.

Negatives

  • The company will not receive any proceeds from the sale of shares by the selling stockholders.
  • Sales of a substantial number of shares in the public market by existing securityholders could cause the price of the common stock to fall.
  • The exercise price of the Original Warrants is subject to full ratchet antidilution protection, which could dilute existing shareholders.

Risks

  • Investing in the company's securities involves risks, as detailed in the Risk Factors section of the prospectus.
  • Sales of a substantial number of shares in the public market by existing securityholders could cause the price of the common stock to fall.
  • The company's financial condition, results of operations, or cash flows could be materially adversely affected by various risks and uncertainties.
  • The company is dependent on widespread acceptance and adoption of electric vehicles and increased installation of charging stations.
  • The company's intellectual property and the risk that its technology could have undetected defects or errors.

Future Outlook

The company expects growth in company-owned charging stations and related government grant funding to continue, but for such projects to constitute a declining percentage of its future business as its commercial operations expand.

Industry Context

Nuvve operates in the green energy technology sector, focusing on V2G technology. The company's success is tied to the adoption of electric vehicles and the expansion of charging infrastructure. Competition in this sector is intense, with numerous companies vying for market share.

Comparison to Industry Standards

  • Assessing Nuvve's performance requires comparing it to peers in the EV charging and grid services space.
  • Companies like ChargePoint, EVgo, and Blink Charging are key competitors in EV charging infrastructure.
  • In the V2G sector, comparisons can be drawn with companies involved in grid stabilization and energy management solutions.
  • Financial metrics such as revenue growth, gross margins, and market share are crucial for benchmarking Nuvve's performance against industry standards.
  • Partnerships with automotive manufacturers and utilities are also important indicators of competitive positioning.

Stakeholder Impact

  • Shareholders may experience dilution if the warrants and notes are converted into common stock.
  • The resale of shares by selling stockholders could impact the market price of the common stock.
  • The company's ability to raise capital in the future could be affected by the resale of these shares.

Next Steps

  • The selling stockholders may offer the shares for resale from time to time.
  • The company will continue to execute its business plan and expand its commercial operations.
  • The company will monitor the market price of its common stock and may take actions to manage dilution.

Key Dates

DateDescription
October 15, 2010Nuvve Corporation incorporated in Delaware.
April 12, 2019Newborn Acquisition Corp. incorporated in the Cayman Islands.
November 11, 2020Merger Agreement between NB Merger Corp., Newborn Acquisition Corp., and Nuvve Corporation.
November 10, 2020NB Merger Corp. formed as a subsidiary of Newborn Acquisition Corp.
February 20, 2021Amendment to Merger Agreement.
March 19, 2021Business Combination consummated, Nuvve Holding Corp. becomes publicly traded.
March 25, 2021Description of common stock contained in Current Report on Form 8-K12B.
March 26, 2021Amendment to description of common stock.
April 23, 2021Letter agreement among the company and its Chief Executive Officer and Chief Operating Officer.
May 17, 2021Warrant Agreement, Securities Purchase Agreement, and Registration Right Agreement among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP.
August 4, 2021Amended and Restated Limited Liability Company Agreement for Levo, Development Services Agreement, Parent Letter Agreement, Board Rights Agreement, and Intellectual Property License and Escrow Agreement.
June 2022Sale of securities to Chief Executive Officer and Chief Operating Officer.
January 25, 2024Amended and Restated Employment Agreements with Gregory Poilasne, Ted Smith, and David Robson.
February 2, 2024Settlement and Release Agreement between the Company and Rhombus Energy Solutions.
July 2024Consulting Warrant granted.
August 16, 2024Issuance of SPV Promissory Notes to Gregory Poilasne and David Robson.
August 27, 2024Issuance of Nuvve Promissory Notes to Gregory Poilasne and David Robson.
September 26, 2024Issuance of shares of Common Stock to consultant upon the partial exercise of the Consulting Warrant.
October 31, 2024Securities purchase agreement with investors for notes and warrants.
December 31, 2024Convertible Promissory Note and Common Stock Purchase Warrants issued.
January 24, 2025Termination Agreement between Nuvve Holding Corp. and Switch EV Ltd.
March 5, 2025Issuance of March AIR Notes and Warrants.
March 31, 2025Amended and Restated Employment Agreements with Gregory Poilasne and David Robson.
April 28, 2025Issuance of April AIR Notes and Warrants.
April 29, 2025Last reported sales price of common stock was $0.937 per share.
April 30, 2025Filing of Amendment No. 1 to Form S-1.
December 31, 2025Emerging growth company status ends if not before.

Keywords

Nuvve, common stock, resale, selling stockholders, AIR Notes, AIR Warrants, Original Warrants, registration statement, private placement, V2G technology, electric vehicles, charging stations

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