8-K

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): April 5, 2024

NUVVE HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-40296	86-1617000
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2488 Historic Decatur Road, Ste 200	San Diego,	California	92106
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed on January 26, 2024, Nuvve Holding Corp. (the “Company”) entered into amended and restated employment agreements with Gregory Poilasne, the Company’s Chief Executive Officer, Ted Smith, the Company’s President and Chief Operating Officer, and David Robson, the Company’s Chief Financial Officer, which provided for, among other things, bonuses related to certain milestone achievements. On April 5, 2024, the Company awarded the following cash amounts for such bonuses as follows:

Name	100% Achievement		Capital Raised Through March 31, 2024		Achievement %		Achieved Amount		Percent Paid		Portion Paid As of April 2024		Portion Deferred
Gregory Poilasne	$	252,000	$	9,600,000	90.0	%	$	226,800	50.0	%	$	113,400	$	113,400
Chief Executive Officer
Ted Smith	$	178,500	$	9,600,000	90.0	%	$	160,650	50.0	%	$	80,325	$	80,325
President and Chief Operating Officer
David G. Robson	$	168,000	$	9,600,000	90.0	%	$	151,200	50.0	%	$	75,600	$	75,600
Chief Financial Officer

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
104	Cover 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: April 9, 2024

NUVVE HOLDING CORP.
By:	/s/ Gregory Poilasne
	Gregory Poilasne
	Chief Executive Officer

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XML

Cover	Apr. 05, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 05, 2024
Entity Registrant Name	NUVVE HOLDING CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40296
Entity Tax Identification Number	86-1617000
Entity Address, Address Line One	2488 Historic Decatur Road, Ste 200
Entity Address, City or Town	San Diego,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92106
City Area Code	619
Local Phone Number	456-5161
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001836875
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $0.0001 Per Share
Trading Symbol	NVVE
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	NVVEW
Security Exchange Name	NASDAQ