TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo April 21, 2022 David Robson Chief Financial Officer Nuvve Holding Corp. 2488 Historic Decatur Road San Diego, California 92106 Re: Nuvve Holding Corp. Post-Effective Amendment to Form S-3 Filed April 7, 2022 File No. 333-259735 Dear Mr. Robson: We have reviewed your post-effective amendment and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Post-Effective Amendment to Form S-3 filed April 7, 2022 General 1. We note that your registration statement incorporates by reference your Form 10-K for the fiscal year ended December 31, 2021, which in turn incorporates by reference certain Part III information from a definitive proxy statement that you have not yet filed. Please be advised that we cannot declare your filing effective until you have amended your Form 10-K to include the Part III information or have filed a definitive proxy statement which includes such information. For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of David Robson Nuvve Holding Corp. April 21, 2022 Page 2 action by the staff. Please contact Patrick Fullem at (202) 551-8337 or Jay Ingram at (202) 551-3397 with any questions. Sincerely, FirstName LastNameDavid Robson Division of Corporation Finance Comapany NameNuvve Holding Corp. Office of Manufacturing April 21, 2022 Page 2 cc: Eric T. Schwartz FirstName LastName