Filed Pursuant to Rule 424(b)(3)

Registration No. 333-259735

 

PROSPECTUS

 

NUVVE HOLDING CORP. 

 

8,891,511 SHARES OF COMMON STOCK (For Resale)

272,500 WARRANTS (For Resale)

3,011,250 SHARES OF COMMON STOCK (For Issuance)

 

This prospectus relates to the offer and sale from time to time by the Selling Securityholders identified in this prospectus (the “Selling Securityholders”) of (A) up to 8,755,261 shares of our common stock issued in connection with the business combination (the “Business Combination”) between us, Newborn Acquisition Corp. (“Newborn”) and Nuvve Corporation (“Nuvve OpCo”), (B) up to 272,500 pre-merger warrants sold by Newborn in a private placement concurrently with its initial public offering, which were assumed by us in the Business Combination (the “private warrants”), and (C) up to 136,250 shares of our common stock issuable upon exercise of the 272,500 private warrants. This prospectus also relates to the offer and sale by us of 2,875,000 shares of our common stock issuable upon exercise of the 5,750,000 pre-merger warrants sold by Newborn in its initial public offering, which were assumed by us in the Business Combination (the “public warrants”), and, solely to the extent the private warrants are publicly sold prior their exercise, the offer and sale by us of 136,250 shares of our common stock upon exercise of the 272,500 private warrants.

 

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under a registration rights agreement between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of common stock or private warrants. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of common stock or private warrants publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the Selling Securityholders may sell the shares of common stock and private warrants in the section entitled “Plan of Distribution.” We will not receive any proceeds from the sale of the shares of common stock or private warrants by the Selling Securityholders pursuant to this prospectus. However, we may receive up to approximately $34.6 million to the extent the private warrants and public warrants are exercised in full on a cash basis.

 

Our common stock and the pre-merger warrants, including the private warrants and the public warrants, are listed for trading on the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “NVVE” and “NVVEW,” respectively. On April 26, 2022, the closing price of our common stock was $6.28 and the closing price of our pre-merger warrants was $0.8023.

 

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” on page 6 in this prospectus and elsewhere in any supplements for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is April 27, 2022 

 

 

TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS	ii
NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY	iii
PROSPECTUS SUMMARY	1
THE OFFERING	4
RISK FACTORS	6
USE OF PROCEEDS	8
SELLING SECURITYHOLDERS	9
PLAN OF DISTRIBUTION	11
LEGAL MATTERS	13
EXPERTS	13
WHERE YOU CAN FIND ADDITIONAL INFORMATION	13

 

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of common stock issuable upon the exercise of any pre-merger warrants. We will not receive any proceeds from the sale of shares of common stock underlying the pre-merger warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the pre-merger warrants for cash.

 

This prospectus provides you with a general description of the securities we or the Selling Securityholders may offer. You should read this prospectus together with the additional information described below under the heading “Where You Can Find More Information” and “Information Incorporated by Reference.”

 

You should rely only on the information contained or incorporated by reference in this prospectus. We and the Selling Securityholders have not authorized anyone to provide you with different information and, if provided, such information or representations must not be relied upon as having been authorized by us or the Selling Securityholders. This prospectus shall not constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits.

 

Unless the context indicates otherwise, in this prospectus:

 

●

“Business Combination” refers to the business combination between Newborn, Nuvve OpCo and Nuvve Holdco as described below;

 

●

“Newborn” refers to Newborn Acquisition Corp., a Cayman Islands company, which is Nuvve Holding Corp.’s predecessor;

 

●

“Nuvve” and the “Company” and “we,” “us,” “our,” and similar terms refer to Nuvve OpCo and its subsidiaries, for periods prior to the Business Combination, and to Nuvve Holding Corp. and its subsidiaries, including Nuvve OpCo, for periods after the Business Combination;

 

●

“Nuvve OpCo” refers to Nuvve Corporation, a Delaware corporation acquired by us in the Business Combination;

 

●

“Nuvve HoldCo” refers to Nuvve Holding Corp., a Delaware corporation, and its consolidated subsidiaries, including Nuvve Corporation after the Business Combination described below; and

 

●

“pre-merger warrants” refers to the warrants issued pursuant to the warrant agreement, dated as of February 13, 2010 and amended as of March 19, 2021, between us and Continental Stock Transfer & Trust Company, as warrant agent (“Warrant Agreement”), which were assumed by us in the Business Combination.

 

On March 19, 2021 (the “Closing Date”), Nuvve HoldCo consummated the business combination (the “Business Combination”) contemplated by that certain merger agreement, dated as of November 11, 2020 and amended as of February 20, 2021 (the “Merger Agreement”), by and among Newborn, Nuvve OpCo, Nuvve HoldCo, Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Nuvve HoldCo (“Merger Sub”), and Ted Smith, as the representative of the Nuvve stockholders. Pursuant to the Merger Agreement, the Business Combination was effected through (i) the reincorporation of Newborn by the merger of Newborn with and into Nuvve HoldCo, with Nuvve HoldCo surviving as the publicly traded entity (the “Reincorporation Merger”), and (ii) immediately after the Reincorporation Merger, the merger of Merger Sub with and into Nuvve OpCo, with Nuvve OpCo surviving as the wholly-owned subsidiary of Nuvve HoldCo (the “Acquisition Merger”). On the Closing Date, and in connection with the closing of the Business Combination, Nuvve HoldCo changed its name to “Nuvve Holding Corp.”

 

 

NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

 

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this prospectus, our future financial performance, strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements in this prospectus may include, for example, statements about the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings outlook and prospects of Nuvve and other statements about the period following the consummation of the Business Combination. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “goal,” “project” or the negative of such terms or other similar expressions.

 

We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

 

The section in this prospectus titled “Risk Factors,” including the information incorporated by reference therein, and the other cautionary language discussed in this prospectus provide examples of risks and uncertainties that may cause actual developments to differ materially from those expressed or implied by the forward-looking statements, including those relating to:

 

●

our early stage of development, our history of net losses, and our expectation for losses to continue in the future;

 

●

our ability to manage growth effectively;

 

●

our reliance on charging station manufacturing and other partners;

 

●

existing and future competition in the EV charging market;

 

●

pandemics and health crises, including the COVID-19 pandemic;

 

●

our ability to increase sales of our products and services, especially to fleet operators;

 

●

the adoption of bi-directional Vehicle-to-Grid technology;

 

●

the rate of electrification of U.S. school bus fleets, and other fleet vehicles;

 

●

our participation in the energy markets;

 

●

the interconnection of our GIVeTM platform to the electrical grid;

 

●

the rate of adoption of Transportation-as-a-Service;

 

●

significant payments under the intellectual property acquisition agreement pursuant which the University of Delaware assigned to us certain of its key patents underlying the V2G technology;

 

 

●

our international operations, including related tax, compliance, market and other risks;

 

●

our ability to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel;

 

●

inexperience of our management in operating a public company;

 

●

acquisitions by us of other businesses;

 

●

the rate of adoption of EVs;

 

●

the rate of technological change in the industry;

 

●

our ability to protect our intellectual property rights;

 

●

our investment in research and development;

 

●

our ability to expand sales and marketing capabilities;

 

●

our ability to raise additional funds when needed;

 

●

our ability to achieve the anticipated benefits of our Levo joint venture;

 

●

the existence of identified material weaknesses in our internal control over financial reporting;

 

●

electric utility statutes and regulations and changes to such statutes or regulations;

 

●

volatility in the trading price of our securities; and

 

●

our status as an “emerging growth company” within the meaning of the Securities Act.

 

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Nuvve prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. All subsequent written and oral forward-looking statements concerning any matters addressed in this prospectus and attributable to Nuvve or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except to the extent required by applicable law or regulation, Nuvve undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

 

 

RISK FACTORS

 

An investment in our securities involves significant risks. Potential investors are urged to read and consider the risks and uncertainties relating to an investment in our company set forth below and those set forth in or incorporated by reference into this prospectus, including those set forth in our most recent annual report on Form 10-K and those set forth in our quarterly reports on Form 10-Q for the fiscal quarters ending after the end of the fiscal year covered by such annual report. Our business, financial position, results of operations or liquidity could be adversely affected by any of these risks. The risks and uncertainties we describe are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business or operations. Any adverse effect on our business, financial condition or operating results could result in a decline in the value of our common stock and other securities and the loss of all or part of your investment.

 

Risks Related to this Offering

 

Sales of a substantial number of our securities in the public market could cause the price of our securities to fall.

 

We had 18,891,500 outstanding shares of common stock and 8,730,000 outstanding pre-merger warrants as of March 31, 2022, a substantial number of which are eligible for resale in the public market. Although the shares of common stock issued in the Business Combination and the shares of common stock and pre-merger warrants held by the Newborn insiders had been subject to lock-up restrictions, the last of these restrictions lapsed as of March 19, 2022 and a substantial number of additional shares of common stock and pre-merger warrants became eligible for resale in the public market.

 

In addition, as of March 31, 2022, there were (i) 4,365,000 shares issuable upon exercise of the pre-merger warrants, which have an exercise price of $11.50 per whole share, are currently exercisable and expire in March 2026, (ii) 347,875 shares and 316,250 pre-merger warrants issuable upon exercise of the unit purchase option granted to the underwriter of Newborn’s initial public offering, which have an exercise price of $11.50 per unit of 1 1/10 shares and one pre-merger warrant, are currently exercisable and expire on February 13, 2023, and 158,125 shares issuable upon exercise of such pre-merger warrants, (iii) 6,000,000 shares issuable upon exercise the Levo warrants, which warrants have exercise prices ranging from $10.00 per share to $40.00 per share and expire on May 17, 2031, (iv) 5,000,000 shares issuable upon exercise of the option embodied in the Levo SPA, which option has a purchase price of $50.00 per share and expires on November 17, 2028, (v) 3,064,538 shares issuable upon exercise of our outstanding stock options, which have a weighted average exercise price of approximately $8.76 per share and an average remaining life of approximately 7.88 years, and 353,817 shares issuable upon settlement of outstanding restricted stock units; and (vi) 1,333,558 shares authorized and available for future issuance under the 2020 Plan. To the extent such warrants or options are exercised, the earn-out shares are earned, or we grant additional stock options or other stock-based awards under the 2020 Plan, additional shares of common stock may be issued, which will result in dilution to the holders of our common stock and increase the number of shares eligible for resale in the public market.

 

Sales of a substantial number of shares of common stock or pre-merger warrants in the public market or the perception that these sales might occur could depress the market price of the common stock and/or pre-merger warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of its common stock and pre-merger warrants. 

 

Nuvve has never paid cash dividends on its capital stock, and we do not anticipate paying dividends in the foreseeable future. 

 

Nuvve has never paid cash dividends on any of its capital stock and we currently intend to retain any future earnings to fund the growth of its business. Any determination to pay dividends in the future will be at the discretion of our Board and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that the board may deem relevant. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future.

 

There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire worthless.

 

The exercise price for the pre-merger warrants is $11.50 per whole share, and the exercise prices for the Levo warrants range from $10.00 per share to $40.00 per share. There is no guarantee that our warrants will be in the money prior to their expiration, and as such, our warrants may expire worthless.

 

 

The trading price of our securities is likely to be volatile, and you may not be able to sell our securities at or above the price you paid. 

 

We expect the trading price of our common stock and pre-merger warrants to be volatile and such securities could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:

 

●

actual or anticipated fluctuations in operating results;

 

●

failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

 

●

issuance of new or updated research or reports by securities analysts or changed recommendations for our stock or the transportation industry in general;

 

●

announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;

 

●

operating and share price performance of other companies that investors deem comparable to us;

 

●

our focus on long-term goals over short-term results;

 

●

the timing and magnitude of our investments in the growth of it business;

 

●

actual or anticipated changes in laws and regulations affecting our business;

 

●

additions or departures of key management or other personnel;

 

●

disputes or other developments related to our intellectual property or other proprietary rights, including litigation;

 

●

our ability to market new and enhanced products and technologies on a timely basis;

 

●

sales of substantial amounts of the common stock by executive officers, directors or significant stockholders or the perception that such sales could occur;

 

●

changes in our capital structure, including future issuances of securities or the incurrence of debt;

 

●

the impact of the COVID-19 pandemic and the response of governments and businesses to the pandemic; and

 

●

general economic, political and market conditions.

 

In addition, the stock market in general, and Nasdaq in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our securities, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of its management’s attention and resources. 

 

If securities or industry analysts issue an adverse opinion regarding our common stock or do not publish research or reports about us, the price and trading volume of our securities could decline. 

 

The trading market for our common stock and pre-merger warrants depends in part on the research and reports that equity research analysts publish about the company and its business. We do not control these analysts or the content and opinions included in their reports. Securities analysts may elect not to provide research coverage of our company and such lack of research coverage may adversely affect the market price of its common stock and pre-merger warrants. The price of our common stock and pre-merger warrants could also decline if one or more equity research analysts downgrade their recommendations with respect to our common stock and pre-merger warrants, change their price targets, issue other unfavorable commentary or cease publishing reports about us. If one or more equity research analysts cease coverage of Nuvve, we could lose visibility in the market, which in turn could cause the price of our securities to decline.

 

 

USE OF PROCEEDS

 

All of the shares of common stock and private warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any proceeds from the sale of shares of common stock or private warrants by the Selling Securityholders.

 

We may receive of up to $34.6 to the extent the public warrants and private warrants are exercised in full on a cash basis. We expect to use the net proceeds from such exercises for general corporate purposes. We will have broad discretion over the use of proceeds from such exercises. There is no assurance that the holders of the public warrants or the private warrants will elect to exercise any or all of such warrants for cash. To the extent that the public warrants or private warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of such warrants will decrease.

 

 

SELLING SECURITYHOLDERS

 

The securities being offered by the Selling Securityholders are (i) 8,755,261 shares of our common stock issued in connection with the Business Combination, (ii) 272,500 private warrants issued by Newborn in a private placement concurrently with its initial public offering, which were assumed by us in the business combination, and (iii) 136,500 shares of our common stock issuable upon exercise of the 272,500 private warrants. For additional information regarding the issuances of the shares and private warrants, see “Prospectus Summary—Background of the Offering” above. We are registering the shares and private warrants in order to permit the Selling Securityholders to offer the shares and private warrants for resale from time to time.

 

Other than as described in the footnotes to the table below, except for the ownership of the shares and private warrants, the Selling Stockholders have not had any material relationship with us within the past three years.

 

The table below lists the Selling Securityholders and other information regarding the beneficial ownership of shares of our common stock and private warrants by each of the Selling Stockholders as of March 31, 2022 based on our records. The first column lists the name of the Selling Securityholder. The second and third columns list the number of shares of common stock (including shares issuable under the private warrants) and private warrants beneficially owned by each Selling Stockholder as of March 31, 2022.

 

The fourth and fifth columns list the shares of our common stock and private warrants being offered by this prospectus by the Selling Stockholders. In accordance with the terms of the registration rights agreement between us and the Selling Securityholders, this prospectus covers the resale of all of the shares of common stock and private warrants issued or issuable to the Selling Stockholders in connection with the Merger Agreement, including the shares issuable upon exercise of the private warrants.

 

The sixth through ninth columns list the number of shares of common stock and private warrants beneficially owned by each Selling Stockholder after the completion of the offering, assuming the exercise of the private warrants held by them and the sale of all of the shares of common stock offered hereby. The Selling Stockholders may sell all, some or none of their shares and private warrants in this offering. See “Plan of Distribution.”

 

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable. 

 

		Shares of Common Stock Beneficially Owned Prior to this				Warrants Beneficially Owned Prior to this				Number of Shares of Common Stock Being				Number of Warrants Being				Shares of Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold(2)								Warrants Beneficially Owned After the Offered Warrants are Sold
Selling Securityholders		Offering				Offering				Offered				Offered				Number				Percentage				Number				Percentage
NeoGenesis Holding Co., Ltd.(2)			1,708,812				272,500				1,708,812				272,500				—				—				—				—
University of Delaware(3)			1,674,326				—				1,674,326				—				—				—				—				—
Toyota Tsusho Corporation(4)			1,466,719				—				1,466,719				—				—				—				—				—
Gregory Poilasne(5)			1,476,282				—				1,210,623				—				265,659				1.4	%			—				—
EDF Renewables Inc.(6)			1,025,563				—				1,025,563				—				—				—				—				—
Willett Kempton(7)			828,601				—				828,601				—				—				—				—				—
Nish Mehta(8)			726,487				—				726,487				—				—				—				—				—
Ted Smith(9)			406,628				—				85,692				—				320,936				1.7	%			—				—
Deyin Chen(10)			100,000				—				100,000				—				—				—				—				—
H. David Sherman(11)			51,206				—				43,125				—				8,081				*				—				—
Jianjun Nie(12)			14,375				—				14,375				—				—				—				—				—
Li Wan(13)			7,188				—				7,188				—				—				—				—				—

 

*

Less than 1%.

 

 

(1)

The percentage of beneficial ownership is calculated based on 18,891,500 shares of our common stock outstanding as of March 31, 2022. The number of shares of common stock outstanding does not include 4,000,000 shares held in an earn-out escrow, which are subject to cancellation unless earned pursuant to the terms of the Merger Agreement.

 

(2)

The beneficial ownership of NeoGenesis Holding Co., Ltd. consists of 1,272,812 founders’ shares, 272,500 sponsor’s shares and 27,250 sponsor’s rights shares, 272,500 private warrants and 136,250 shares issuable upon exercise of the private warrants. NeoGenesis Holding Co., Ltd. was the sponsor and a founder of Newborn, our predecessor. Wenhui Xiong owns and controls NeoGenesis Holding Co., Ltd. Mr. Xiong was the Chairman and Chief Executive Officer of Newborn from its inception until the completion of the Business Combination.

 

(3)

The beneficial ownership of The University of Delaware consists of 1,674,326 merger shares. The University of Delaware is party to an IP acquisition agreement and a research agreement with Nuvve.

 

(4)

The beneficial ownership of TTC consists of 1,466,719 merger shares. TTC is part to a foundation agreement, a system development and license agreement and an agreement for the reimbursement of certain fees with Nuvve.

 

(5)

The beneficial ownership of Mr. Poilasne consists of 1,210,623 merger shares, 43,796 shares of restricted stock issued to Mr. Poilasne under the 2020 Plan, and 221,863 shares of common stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2022. Mr. Poilasne is our Chairman and Chief Executive Officer. In addition, from time to time prior to the Business Combination, Mr. Poilasne advanced expenses to Nuvve.

 

(6)

The beneficial ownership of EDF Renewables consists of 1,025,563 merger shares. An affiliate of EDF Renewables is party to the Dreev joint venture with Nuvve.

 

(7)

The beneficial ownership of Mr. Kempton consists of 828,601 merger shares.

 

(8)

The beneficial ownership of Mr. Mehta consists of 420,217 merger shares held by Hattrick Ice, Inc. and 306,270 merger shares held by Mr. Mehta directly.

 

(9)

The beneficial ownership of Mr. Smith consists of 85,692 merger shares, 25,547 shares of restricted stock issued to Mr. Smith under the 2020 Plan, and 295,389 shares of common stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2022. Mr. Smith is our President and Chief Operating Officer.

 

(10)

The beneficial ownership of Mr. Chen consists of 100,000 founders’ shares. Mr. Chen was a consultant to Newborn until the completion of the Business Combination.

 

(11)

The beneficial ownership of Mr. Sherman consists of 43,125 founders’ shares and 8,081 shares of common stock issuable upon the settlement of restricted stock units that will vest within 60 days of March 31, 2022. Mr. Sherman is a member of our board of directors.

 

(12)

The beneficial ownership of Mr. Nie consists of 14,375 founders’ shares. Mr. Nie was Newborn’s Chief Financial Officer and a member of its board of directors from June 2019 until the completion of the Business Combination.

 

(13)

The beneficial ownership of Ms. Wan consists of 7,188 founders’ shares. Ms. Wan was a member of Newborn’s board of directors from June 2019 until the completion of the Business Combination.

 

 

PLAN OF DISTRIBUTION

 

We have registered the offer and sale, from time to time, by the Selling Securityholders of up to (i) 8,755,261 shares of our common stock issued in connection with the Business Combination, (ii) 272,500 private warrants issued by Newborn in a private placement concurrently with its initial public offering, which were assumed by us in the business combination, and (iii) 136,500 shares of our common stock issuable upon exercise of the 272,500 private warrants. We also have registered the offer and sale of up to 2,875,000 shares of our common stock issuable upon exercise of our 5,750,000 public warrants and, solely to the extent the private warrants are publicly sold prior their exercise, up to 136,250 shares of our common stock upon exercise of the 272,500 private warrants.

 

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market for such securities or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

  

●

in market transactions or on any national securities exchange or quotation service or over-the-counter market on which the shares of common stock or private warrants may be listed or quoted at the time of sale;

 

●

in transactions other than on such exchanges or services or in the over-the-counter market;

 

●

ordinary brokerage transactions and transactions in which the broker dealer solicits subscribers;

 

●

block trades in which the broker dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

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purchases by a broker dealer as principal and resale by the broker dealer for its account;

 

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an exchange distribution in accordance with the rules of the applicable exchange;

 

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privately negotiated transactions;

 

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settlement of short sales;

 

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in transactions through broker dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

 

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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

●

by distribution to employees, members, limited partners or stockholders of the Selling Securityholders;

 

●

a combination of any such methods of sale; or

 

●

any other method permitted pursuant to applicable law.

 

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

Broker dealers engaged by the Selling Stockholders may arrange for other brokers dealers to participate in sales. Broker dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker dealer acts as agent for the Subscriber of securities, from the Subscriber) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

 

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

  

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

 

We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

 

We agreed to keep the Registration Statement of which this prospectus forms a part effective until the earliest to occur of the following: (A) the date on which all securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated herein and (B) the date on which there are no longer any securities outstanding.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to shares and private warrants for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares and private warrants by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each Subscriber at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

A holder of public warrants or private warrants may exercise its warrants by delivering to us (i) the warrants being exercised, (ii) the form of election to exercise provided therein duly filled in and signed, and (iii) if the holder does not elect to, or is not permitted to, have the exercise of the warrants completed on a cashless basis, payment in full, by wire transfer of immediately available funds to a bank account or accounts to be designated by us, of the exercise price for each whole share as to which the warrants are exercised. The warrants may be exercised, at the election of the holder, either in full or from time to time in part, until 5:00 p.m., New York City time, on March 19, 2026.

 

 

LEGAL MATTERS

 

The validity of the securities offered by this prospectus will be passed upon for us by Graubard Miller, New York, New York.

 

EXPERTS

 

The consolidated financial statements of Nuvve Holding Corp. incorporated in this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 by reference from Nuvve Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2021, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.

 

The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents listed below, all filings we make under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing date of the Registration Statement and prior to effectiveness of the Registration Statement, and all filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after effectiveness of the Registration Statement and prior to the sale of all of the shares offered hereby:

 

●

our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (filed on March 31, 2022) as amended by Amendment No. 1 on Form 10-K/A (filed on April 22, 2022);

 

●

our Current Report on Form 8-K filed on January 14, 2022; and

 

●

the description of our common stock on Form 8-K12B, effective March 25, 2021, registering our common stock pursuant to Section 12(b) of the Exchange Act pursuant to Rule 12g-3 thereunder, including any amendment(s) or report(s) filed for the purpose of updating such description, including the description of securities filed as an exhibit to our most recent Annual Report on Form 10-K.

 

Any statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Any information that we file after the date of this prospectus with the SEC will automatically update and supersede the information contained in this prospectus. Notwithstanding the foregoing, we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed in accordance with SEC rule.

 

We will provide you with a copy of any or all of the information that has been incorporated by reference in this prospectus, without charge, upon written or oral request directed to Nuvve Holding Corp., 2488 Historic Decatur Road, San Diego, California 92106, telephone number (212) 949-4319.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,891,511 SHARES OF COMMON STOCK (For Resale)

272,500 WARRANTS (For Resale)

3,011,250 SHARES OF COMMON STOCK (For Issuance)

 

 

 

 

 

 

 

 

 

PROSPECTUS

  

April 27, 2022