false0001836875--12-3100018368752023-12-012023-12-010001836875us-gaap:CommonStockMember2023-12-012023-12-010001836875us-gaap:WarrantMember2023-12-012023-12-01


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2023
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware001-4029686-1617000
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road, Ste 200San Diego,California92106
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (619) 456-5161
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbols Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock NVVEW The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        o




Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 1, 2023, the Board of Directors (the “Board”) of Nuvve Holding Corp., a Delaware corporation (the “Company”), amended and restated the Company’s Amended and Restated Bylaws by adopting the Second Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”). The Second Amended and Restated Bylaws, which became effective immediately, reduces the quorum requirement at all meetings of the Company’s stockholders from a majority in voting power of the Company’s shares of stock entitled to vote at the meeting to at least one-third in voting power of the Company’s shares of stock entitled to vote at the meeting.

The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
3.1
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
1


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 5, 2023
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
2