nuvve控股公司美股招股说明书(2026-01-21版)

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 and 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”. January 20, 2026, 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 January 21, 2026. 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 offere