nuvve holding Corp美股招股说明书(2025-05-15版)

placement (the “Original Placement”). For a description of the AIR Notes and AIR Warrants, see “Private Placements.” We will notreceive any proceeds from the sale of such shares of Common Stock by the Selling Stockholders.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 similarexpenses, if any, incurred for the sale of these shares of Common Stock. 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 prospectussupplement before making a decision to invest in our securities. these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminalThe date of this prospectus is May 13, 2025. 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 offered by them described in this prospectus.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 information information 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 prospectus, our business, financial condition, results of operations and prospects may have changed. Neither we nor the SellingStockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. securities. You may obtain the information incorporated by reference into this prospectus without charge by following the instructionsunder the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” 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. Inmaking an investment decision, you must rely on your own examination of the Company and the terms of the offering and thesecurities, including the merits and risks involved.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. Youshould consult your own attorney, business advisor or tax advisor for legal, business and tax advice regarding an investment in the This prospectus, any prospectus supplement and any related free writing prospectus, including the information incorporatedby reference herein and therein,contains or may contain forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”) that involve substantial risks and uncertainties.These forward-looking statements depend upon events, risks anduncertainties that may be outside of our control. All statements, other than statements related to present facts or current conditions orof historical facts, contained in this prospectus,any prospectus supplement and any related free writing prospectus, including the statements. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differmaterially from those expressed in them. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,”“may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “