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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): January 5, 2024
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 5.07. Submission of Matters to a Vote of Security Holders.

On January 5, 2024, Nuvve Holding Corp. (the “Company”) held its special meeting of stockholders (the “Special Meeting”). The following is a brief description of each matter voted upon at the Special Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 11, 2023, as amended on January 4, 2024.

Proposal 1-Amendment Proposal

FORAGAINSTABSTENTIONS/ WITHHELDBROKER NON-VOTES
22,872,7222,534,862156,061               -

The Company’s stockholders approved a proposal to authorize the Company’s Board of Directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio between one-for-two (1:2) and one-for-forty (1:40), inclusive, as determined by the Board in its discretion.

No other matters were submitted for stockholder action.


Item 8.01. Other Events.

On January 5, 2024, the Board approved a one-for-forty reverse stock split (the “Reverse Stock Split”) of the Company’s common stock.



Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
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: January 8, 2023
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
2