Nuvve Holding Corp美国招股说明书（2025年5月15日版）

Up to 18,573,650 Shares of Common Stockby Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (including theirpermitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholders”) of up to 18,573,650 shares of ourcommon stock, par value $0.0001 per share (“Common Stock”), which includes: (i) up to 5,892,256 shares of Common Stock issuableupon the conversion of senior convertible promissory notes (the “AIR Notes”) issued to certain Selling Stockholders in privateplacements (the “Private Placements”); (ii) up to 5,892,256 shares of Common Stock issuable upon the exercise of warrants (the “AIRWarrants”) issued to certain Selling Stockholders in the Private Placements; and (iii) up to 6,789,138 shares of Common Stock We will bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock.The Selling Stockholders will pay discounts, commissions, and fees of underwriters, selling brokers or dealer managers and similar The Selling Stockholders identified in this prospectus may offer the shares from time to time on terms to be determined at thetime of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Planof Distribution.” The shares may be sold at fixed prices, at prevailing market prices, at prices related to prevailing market prices or at We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read the entire prospectus and any amendments or supplements carefully before you make your investment decision. OurCommon Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NVVE”. On May 12, 2025, the last reported Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus, aswell as the other information contained in or incorporated by reference in this prospectus or in any accompanying prospectus Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is May 13, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission(the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders (or their pledgees,donees, transferees or other successors-in-interest) may, from time to time, sell or otherwise dispose of the securities described in this This prospectus provides you with a general description of the shares of Common Stock that the Selling Stockholders maysell or otherwise dispose of. You should rely only on the information provided in this prospectus, as well as the informationincorporated by reference into this prospectus and any applicable prospectus supplement. If there is any inconsistency between theinformation in this prospectus and any prospectus supplement, you should rely on the information provided in the prospectussupplement. Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or any applicable prospectus supplement. Neither we nor the SellingStockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give We may also provide a prospectus supplement or post-effective amendment to the registration statement to add informationto, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectussupplement or post-effective amendment to the registration statement together with the information incorporated by reference herein ortherein. For information about the distribution of securities offered, please see “Plan of Distribution” below. You should carefully read This prospectus summarizes certain documents and other information, and we refer you to them for a more completeunderstanding of what we discuss in this prospectus. All of the summaries are qualified in their entirety by the actual documents. In We are not making any representation to any purchasers of the securities regarding the legality of an investment in thesecurities by such purchasers. You should not consider any information in this prospectus to be legal, business or tax advice. You Unless the context indicates otherwise, references in this prospectus to the “Company,” “Nuvve” “we,” “us,” “our” andsimilar terms refer to Nuvve Holding Corp., and, where appropriate, its subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Th