SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. _)*
NUVVE HOLDING CORP.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
March 19, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EDF Renewables, Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|1||This amount does not give effect to the repurchase by the Issuer of 134,499 shares of the Issuer’s Common Stock from the Reporting Person pursuant to the Reporting Person’s exercise of a put option granted to it pursuant to that certain Purchase and Option Agreement between the Reporting Person and the Issuer. The sale of the shares pursuant to the exercise of the put option is expected to occur on April 19, 2021.|
|Item 1(a).||Name of Issuer:|
EDF Renewables, Inc.
|Item 1(b.)||Address of Issuer’s Principal Executive Offices:|
2468 Historic Decatur Road, Suite 200, San Diego, California 92106.
|Item 2(a).||Name of Person Filing:|
This Statement is filed by EDF Renewables, Inc., which is referred to herein as the “Reporting Person.”
|Item 2(b).||Address of Principal Business Office or, if None, Residence:|
The address of the principal business office of the Reporting Persons is:
15445 Innovation Drive, San Diego, California 92128.
|Item 2(d).||Title of Class of Securities:|
Common Stock, par value $0.0001 per share
|Item 2(e).||CUSIP Number:|
|Item 3.||If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:|
|(a)||☐||Broker or dealer registered under Section 15 of the Exchange Act;|
|(b)||☐||Bank as defined in Section 3(a)(6) of the Exchange Act;|
|(c)||☐||Insurance company as defined in Section 3(a)(19) of the Exchange Act;|
|(d)||☐||Investment company registered under Section 8 of the Investment Company Act;|
|(e)||☐||An investment adviser in accordance with Rule 13d-1(b)(ii)(E);|
|(f)||☐||An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);|
|(g)||☐||A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)|
|(h)||☐||A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;|
|(i)||☐||A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;|
|(j)||☐||A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).|
|(k)||☐||Group, in accordance with Rule 13d-1(b)(1)(ii)(K).|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________
(a) Amount Beneficially Owned: 1,160,062 shares of Common Stock.
This amount does not give effect to the repurchase by the Issuer of 134,499 shares of the Issuer’s Common Stock from the Reporting Person pursuant to the Reporting Person’s exercise of a put option granted to it pursuant to that certain Purchase and Option Agreement between the Reporting Person and the Issuer. The sale of the shares pursuant to the exercise of the put option is expected to occur on April 19, 2021.
(b) Percent of Class: 6.2% based on 18,761,124 shares of Common Stock outstanding, as reported in the Current Report on Form 8-K filed by the Issuer on March 25, 2021.
(c) Number of shares as to which the person has
(i) Sole power to vote or direct the vote: 1,160,062
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 1,160,062
(iv) Shared power to dispose or direct the disposition: 0
|Item 5.||Ownership of Five Percent or Less of a Class|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
|Item 6.||Ownership of More than Five Percent on Behalf of Another Person.|
|Item 7.||Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.|
|Item 8.||Identification and Classification of Members of the Group.|
|Item 9.||Notice of Dissolution of Group.|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 29, 2021
|EDF Renewables, Inc.|
|By:||/s/ Trisdtan Grimbert|
|Name: Tristan Grimbert|
|Title: President and CEO|