Nuvve Holding Corp美股招股说明书(2026-01-21版)

Nuvve Holding Corp. 42,401,643 Shares of Common Stockby Selling Stockholders This prospectus relates to the offering from time to time by the selling stockholders named in this prospectus (the “SellingStockholders”) of up to an aggregate 42,401,643 shares of our common stock, par value $0.0001 per share (the “Common Stock”),consisting of (i) up to 7,995,048 shares of Common Stock issuable upon the conversion of 6,000 shares of Series A ConvertiblePreferred Stock, par value $0.0001 per share (the “Series A Preferred Stock” or the “Preferred Shares,” and the shares of CommonStock issuable upon conversion of the Preferred Shares, the “Conversion Shares”) issued in connection with our private placement inDecember 2025, (ii) up to 5,069,712 shares of Common Stock issuable upon the exercise of warrants (the “Private PlacementWarrants” and the shares of Common Stock issuable upon exercise of the Private Placement Warrants, the “Private Placement WarrantShares”) issued in connection with our private placement in December 2025, (iii) 55,532 shares of Common Stock issuable upon theexercise of pre-funded warrants (the “Pre-Funded Warrants,” and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Commitment Shares”) issued to Five Narrow Lane, L.P. (“5NL”) and Hailstone Peak Funding LLC(“Hailstone”), as consideration for their commitment to purchase shares of Common Stock under the amended and restated commonshares purchase agreement, dated December 1, 2025 (as amended, the “Common Shares Purchase Agreement”), (iv) up to 25,000,000shares of Common Stock that we may sell to 5NL and Hailstone Peak Funding, LLC, a Delaware limited liability company andaffiliate of Bristol (“Hailstone,” and together with 5NL, the “Facility Investors”), from time to time at our sole discretion, pursuant tothe Common Shares Purchase Agreement (the “ELOC Shares”), (v) up to 1,290,898 shares of Common Stock issuable upon theconversion of senior convertible promissory notes (the “AIR Notes” and the shares of Common Stock issuable upon conversion of theAIR Notes, the “AIR Note Shares”) issued to certain Selling Stockholders in private placements (the “AIR Issuances”), and (vi) up to2,990,453 shares of Common Stock issuable upon the exercise of warrants (the “AIR Warrants” and the shares of Common Stockissuable upon exercise of the AIR Warrants, the “AIR Warrant Shares”) issued to certain Selling Stockholders in the AIR Issuances.The Conversion Shares, the Private Placement Warrant Shares, the Commitment Shares, the ELOC Shares, the AIR Note Shares andthe AIR Warrant Shares are collectively referred to as the “Shares.” We are registering the Shares on behalf of the SellingStockholders, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the Shares offeredby this prospectus. 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. 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 atnegotiated prices. For more information on the Selling Stockholders, see the section entitled “Selling Stockholders.” 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”. January 20, 2026, the last reportedsales price of our Common Stock was $2.91 per share. 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. 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 January 21, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiSUMMARY1RISK FACTORS7SELECTED FINANCIAL DATA9USE OF PROCEEDS11THE EQUITY LINE OF CREDIT FACILITY12SELLING STOCKHOLDERS17PLAN OF DISTRIBUTION20LEGAL MATTERS22EXPERTS22WHERE