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 6, 2023
| (Exact Name of Registrant as Specified in Charter) | ||
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Securities registered pursuant to Section 12(b) of the Act:
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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 x
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.
On June 6, 2023, Kenji Yodose resigned from the Board of Directors (the “Board”) of Nuvve Holding Corp. (the “Company”) effective immediately.
Mr. Yodose served on the Board as a designee of Toyota Tsusho Corporation (“TTC”), a stockholder of the Company, in accordance with the terms of that certain stockholder agreement (the “Stockholder Agreement”), dated as of March 19, 2021, by and between the Company and TTC, pursuant to which TTC had the right to designate one member of the Board for appointment or election as a director for so long as TTC's Merger Shares (as defined in the Stockholder Agreement) represent at least 5% of the issued and outstanding common stock of the Company. As of June 6, 2023, TTC’s Merger Shares represented less than 5% of the outstanding common stock of the Company.
Mr. Yodose’s resignation was pursuant to a Contingent Letter of Resignation, dated as of March 19, 2021, pursuant to which he notified the Company of his resignation to be effective immediately upon the earlier to occur of TTC’s Merger Shares representing less than 5% of the outstanding common stock of the Company and the appointment or election of a subsequent director designee by TTC, and did not result from any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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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: June 9, 2023
| NUVVE HOLDING CORP. | ||||||||
| By: | /s/ Gregory Poilasne | |||||||
| Gregory Poilasne | ||||||||
| Chairman and Chief Executive Officer | ||||||||
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