Nuvve Holding Corp美股招股说明书(2025-07-14版)

and Pre-Funded Warrants to Purchase 1,984,940 Shares of Common Stock We are offering 3,044,463 shares of our common stock, par value $0.0001 per share, pursuant to this prospectus supplementand accompanying prospectus and, in lieu of common stock to investors that so choose, pre-funded warrants to purchase up to1,984,940 shares of our Common Stock in this offering. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NVVE.” On July 9, 2025, the lastreported sale price of our shares of common stock on Nasdaq was $1.03 per share. As of July 10, 2025, the aggregate market value of our voting and non-voting common stock held by non-affiliates pursuantto General Instruction I.B.6. of Form S-3 was $18,204,412.40, which was calculated based on 11,571,780 shares of our common stockoutstanding 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 ofmore than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as theaggregate 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 anaggregate 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 uncertaintiesreferenced under the heading “Risk Factors” on page S-7 of this prospectus supplement and in the documents incorporated byreference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)We have agreed to pay the Underwriter a cash fee equal to 8.0% of the gross proceeds of this offering. This does not include thereimbursement of certain expenses of the Underwriter we have agreed to pay. We have also agreed to issue the Underwriter, or itsdesignees, warrants to purchase a number of shares of common stock equal to 5.0% of the number of shares of common stock andpre-funded warrants issued in this offering.(2)The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the Underwriter Warrants or pre-funded warrants. See “Underwriting” beginning on pageS-25of this prospectus supplement for additional informationregarding the compensation payable to the underwriter. We have granted the underwriter an option for a period of 45 days from the date of this prospectus supplement to purchase upto an additional 754,411 shares of our common stock from us at the public offering price, less underwriting discounts andcommissions. The underwriter expects to deliver the shares of common stock and the pre-funded warrants to purchasers on or about July 14,2025. Lucid Capital Markets The date of this prospectus supplement is July 11, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-16USE OF PROCEEDSS-18DILUTIONS-19DIVIDEND POLICYS-21DESCRIPTION OF WARRANTSS-22UNDERWRITINGS-25LEGAL MATTERSS-27EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-28INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-29 PROSPECTUS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiSUMMARY1RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF WARRANTS16DESCRIPTION OF UNITS17DIVIDEND POLICY18PLAN OF DISTRIBUTION19LEGAL MATTERS22EXPERTS22WHERE YOU CAN FIND MORE INFORMATION22INCORPORATION OF CERTAIN INFORMATION BY REFERENCE23 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus form part of a registration statement on Form S-3 that wefiled with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. This document contains twopa