UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 2, 2021
| NUVVE HOLDING CORP. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | 001-40296 | 86-1617000 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2468 Historic Decatur Road, San Diego, California | 92106 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (619) 456-5161
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, Par Value $0.0001 Per Share | NVVE | The Nasdaq Stock Market LLC | ||
| Warrants to Purchase Common Stock | NVVEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD Disclosure. |
Nuvve Holding Corp. (the “Company”) has filed a preliminary proxy statement relating to a special meeting of stockholders being held to approve the issuance of shares of the Company’s common stock for the purposes Nasdaq Listing Rule 5635(a) and (b). For more information, see the preliminary proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on June 1, 2021. The board of directors of the Company has fixed June 7, 2021 as the record date for the determination of stockholders who will be entitled to notice of and to vote at the special meeting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 2, 2021 | NUVVE HOLDING CORP. | |
| By: | /s/ Gregory Poilasne | |
| Gregory Poilasne Chairman and Chief Executive Officer | ||