0001140361-23-033552.txt : 20230706 0001140361-23-033552.hdr.sgml : 20230706 20230706215426 ACCESSION NUMBER: 0001140361-23-033552 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230626 FILED AS OF DATE: 20230706 DATE AS OF CHANGE: 20230706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors Holdings Manager LLC CENTRAL INDEX KEY: 0001984146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 231075090 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors Holdings LP CENTRAL INDEX KEY: 0001984149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 231075092 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors Upper Holdings LP CENTRAL INDEX KEY: 0001984147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 231075091 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuvve Holding Corp. CENTRAL INDEX KEY: 0001836875 STANDARD INDUSTRIAL CLASSIFICATION: POWER, DISTRIBUTION & SPECIALTY TRANSFORMERS [3612] IRS NUMBER: 861617000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2468 HISTORIC DECATUR ROAD CITY: SAN DIEGO STATE: CA ZIP: 92106 BUSINESS PHONE: 619-456-5161 MAIL ADDRESS: STREET 1: 2468 HISTORIC DECATUR ROAD CITY: SAN DIEGO STATE: CA ZIP: 92106 FORMER COMPANY: FORMER CONFORMED NAME: NB Merger Corp. DATE OF NAME CHANGE: 20201216 3 1 form3.xml X0206 3 2023-06-26 0 0001836875 Nuvve Holding Corp. NVVE 0001984149 Stonepeak GP Investors Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true 0001984147 Stonepeak GP Investors Upper Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true 0001984146 Stonepeak GP Investors Holdings Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true Series B Warrants 10 2031-05-17 Common Stock 1800000 I See Footnotes Series C Warrants 15 2031-05-17 Common Stock 900000 I See Footnotes Series D Warrants 20 2031-05-17 Common Stock 900000 I See Footnotes Series E Warrants 30 2031-05-17 Common Stock 900000 I See Footnotes Series F Warrants 40 2031-05-17 Common Stock 900000 I See Footnotes Options 50 2021-11-13 2028-11-17 Common Stock 4500000 I See Footnotes On August 4, 2021, the transactions contemplated by that certain Letter Agreement, dated as of May 17, 2021, by and among Nuvve Holding Corp, a Delaware corporation (the "Issuer"), Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"), were consummated pursuant to the terms and conditions thereof (the "Closing"). In connection with signing the Letter Agreement, on May 17, 2021, the Issuer issued to Stonepeak and Evolve ten-year warrants (collectively, the "Warrants") to purchase the Issuer's common stock, par value $0.0001 (the "Common Stock") (allocated 90% to Stonepeak and 10% to Evolve), as described in footnote 2. The Warrants issued to Stonepeak and Evolve comprise of (i) Series B warrants to purchase 2,000,000 shares of Common Stock, in the aggregate, (ii) Series C warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iii) Series D warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iv) Series E warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, and (v) Series F warrants to purchase 1,000,000 shares of Common Stock, in the aggregate. The Series B warrants were fully vested upon issuance. Each of the Series C, Series D, Series E and Series F warrants were vested as to 50% of the shares upon issuance and vest as to the remaining 50% when the joint venture, Levo Mobility LLC, has entered into contracts with third parties for $125 million, $250 million, $375 million and $500 million in aggregate capital expenditures, respectively. In connection with the signing of the Letter Agreement, the Issuer also entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Stonepeak and Evolve, pursuant to which, from time to time between November 13, 2021 and November 17, 2028, Stonepeak and Evolve may elect, in their sole discretion, to purchase up to an aggregate of $250 million in shares of Common Stock at a purchase price of $50.00 per share (allocated 90% to Stonepeak and 10% to Evolve). The Warrants are exercisable 180 days after the applicable vesting date described in footnote 2 above. Effective as of August 4, 2021, Stonepeak transferred the Warrants and its rights under the Securities Purchase Agreement to Stonepeak Rocket Holdings II LP, a Delaware limited partnership. The securities that are the subject of this Form 3 are directly beneficially owned by Stonepeak Rocket Holdings II LP. Stonepeak Associates IV LLC is the general partner of Stonepeak Rocket Holdings II LP. Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC. Stonepeak GP Investors Holdings LP is the managing member of Stonepeak GP Investors IV LLC. Stonepeak GP Investors Upper Holdings LP is the general partner of Stonepeak GP Investors Holdings LP. Stonepeak GP Investors Holdings Manager LLC is the general partner of Stonepeak GP Investors Upper Holdings LP. Mr. Michael B. Dorrell is the sole member of Stonepeak GP Investors Holdings Manager LLC. Mr. Michael B. Dorrell is the Chairman, Chief Executive Officer, co-founder and sole member of Stonepeak GP Investors Holdings Manager LLC. Each Reporting Person disclaims beneficial ownership of the securities set forth herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. Each of Stonepeak Rocket Holdings II LP, Stonepeak Associates IV LLC, Stonepeak GP Investors IV LLC, and Mr. Dorrell previously reported their beneficial ownership of the securities reported herein. Exhibit 99.1: Additional Signatures See Exhibit 99.1 2023-07-06 EX-99.1 2 brhc20055593_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Stonepeak GP Investors Holdings LP
By: Stonepeak GP Investors Upper Holdings LP, its general partner
By: Stonepeak GP Investors Holdings Manager LLC, its general partner
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer, and Co-Founder
	Date: 07/06/2023

Stonepeak GP Investors Upper Holdings LP
By: Stonepeak GP Investors Holdings Manager LLC, its general partner
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer, and Co-Founder
	Date: 07/06/2023
Stonepeak GP Investors Holdings Manager LLC
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer, and Co-Founder
	Date: 07/06/2023