UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
As previously disclosed, on March 19, 2021, pursuant to a purchase and option agreement, dated as of November 11, 2020 (the “Purchase and Option Agreement”), between Nuvve Holding Corp. (the “Company”) and EDF Renewables, Inc. (“EDF Renewables”), EDF Renewables exercised its option to sell $2,000,000 in shares of the Company’s common stock back to the Company at a price per share of $14.87 (the average closing price over the five trading days preceding the date of exercise), for an aggregate of 134,499 shares (the “Shares”). Effective as of April 23, 2021, the parties consummated the sale of the Shares. Gregory Poilasne, the Company’s Chairman and Chief Executive Officer, and Ted Smith, the Company’s President and Chief Operating Officer, committed to repurchase such Shares from the Company at the same price the Company paid for them (or $14.87 per share). Such repurchase was to take place within 12 months (by April 23, 2022). On April 22, 2022, Mr. Smith purchased $400,000 of the Shares from the Company at a price of $14.87 per share, for an aggregate of 26,900 Shares, representing his portion of the Shares.
On May 2, 2022, effective as of April 23, 2022, the Company agreed to revise Mr. Poilasne’s commitment to provide him additional time to complete the purchase of his portion of the Shares. Under the revised commitment, Mr. Poilasne will purchase the remaining $1,600,000 of the Shares from the Company at a price of $14.87 per share, for an aggregate of 107,599 Shares, by June 15, 2022.
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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: May 2, 2022 | NUVVE HOLDING CORP. | |
| By: | /s/ Gregory Poilasne | |
| Gregory Poilasne | ||
| Chairman and Chief Executive Officer | ||
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