nuvve holding corp美股招股说明书(2025-07-10版)

SUBJECT TO COMPLETION, DATED JULY 10, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(to Prospectus dated July 7, 2025) and Pre-Funded Warrants to Purchase outstanding held by non-affiliates and at a price of $1.58 per share, the closing price of our common stock on May 12, 2025. Pursuantto General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this prospectus supplement with a value of aggregate market value of our common stock held by non-affiliates is less than $75,000,000. We have sold an aggregate of$599,847.45 of shares of common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-month calendar periodthat ends on, and includes, the date of this prospectus supplement. As a result, we are currently eligible to offer and sell up to an aggregate of approximately $5,494,623.35 of our securities pursuant to General Instruction I.B.6 of Form S-3.We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and as such,are subject to reduced public company disclosure standards for this prospectus and our filings with the Securities and ExchangeCommission. We are also a “smaller reporting company.” See “Prospectus Supplement Summary—Implications of Being an EmergingGrowth Company and a Smaller Reporting Company.”Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties these securities, or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense.Total PerSharePerPre-FundedWarrantOver-AllotmentOptionOver-AllotmentOption commissions.The underwriter expects to deliver the shares of common stock and the pre-funded warrants to purchasers on or about DIVIDEND POLICYPLAN OF DISTRIBUTIONLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE parts. The first part consists of this prospectus supplement, which provides you with specific information about this offering. Thesecond part, the accompanying base prospectus, provides more general information, some of which may not apply to this offering.Generally, when we refer only to the “prospectus,” we are referring to both parts combined. This prospectus supplement may add,update or change information contained in the accompanying base prospectus. To the extent that any statement we make in this All references in this prospectus supplement to our consolidated financial statements include, unless the context indicatesotherwise, the related notes. investment decision. You should carefully read the entire prospectus supplement, the accompanying prospectus and any related freewriting prospectus, including the risks of investing in our common stock discussed under the heading “Risk Factors” contained inthis prospectus supplement and under similar headings in the documents that are incorporated by reference into this prospectussupplement and the accompanying prospectus. You should also carefully read the information incorporated by reference into thisprospectus supplement, including our financial statements, and the exhibits to the registration statement of which this prospectus We are a green energy technology company that provides, directly and through business ventures with our partners, aglobally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to thelocal electric grid and provide other grid services. Our proprietary V2G technology — Grid Integrated Vehicle (“GIVe”) platform Our proprietary V2G technology enables us to link multiple EV and stationary batteries into a virtual power plant to the edge of the distribution grid (i.e., aggregation of EVs and stationary batteries) in a qualified, controlled and secure manner toprovide many of the grid services offered by conventional generation sources (i.e., coal and natural gas plants). Our currentaddressable energy and capacity markets include grid services such as frequency regulation, demand charge management, demand and the related government grant funding to continue, but for such projects to constitute a declining percentage of our futurebusiness as our commercial operations expand. We offer our customers networked charging stations, infrastructure, software, professional services, support, monitoring to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabledcharging stations. In the case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is arecurring fixed payment made by fleet customers per fleet vehicle. In addition, we may generate non-recurring consulting andengineering services revenue derived from the planning and integration of electrification of transportation projects, energy the recurring grid services revenue with the customer