Nuvve Holding Corp 2024年度报告

FORM10-K (MARK ONE)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 or (Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.oYes xNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.oYes xNo Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.xYes oNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).xYes oNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” inRule12b-2 of the Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.oYesxNo If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).oYes xNo The aggregate market value of the common shares held by non-affiliates of the registrant on June 30, 2024, based on the closing price on that date of$23.80ontheNasdaq Stock Market, was approximately$16,607,430. As ofMarch21, 2025,3,068,049shares of the issuer’s common stock, par value $0.0001 per share, were issued and outstanding. NUVVE HOLDING CORP.FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024TABLE OF CONTENTS PagePart IItem 1.Business1Item 1A.Risk Factors23Item 1B.Unresolved Staff Comments53Item 1C.Cybersecurity53Item 2.Properties55Item 3.Legal Proceedings55Item 4.Mine Safety Disclosures55Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities56Item 6.Reserved56Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations57Item 7A.Quantitative and Qualitative Disclosures About Market Risk73Item 8.Financial Statements and Supplementary Data73Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure73Item 9A.Controls and Procedures73Item 9B.Other Information74Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections74Part IIIItem 10.Directors, Executive Officers and Corporate Governance75Item 11.Executive Compensation78Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84Item 13.Certain Relationships and Related Transactions, and Director Independence87Item 14.Principal Accounting Fees and Services90Part IVItem 15.Exhibits91Item 16.Form 10–K Summary93Signatures94 Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K and other documents we file with the SEC contain forward-looking statements that are based on currentexpectations, estimates, forecasts and projections about us, our future performance, our financial condition, our products, our business strategy,our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releasesor written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings,webcasts, phone calls and c