SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Poilasne Gregory (Last) (First) (Middle) C/O NUVVE HOLDING CORP. 2468 HISTORIC DECATUR ROAD, SUITE 200 (Street) SAN DIEGO CA 92106 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Nuvve Holding Corp. [ NVVE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/31/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior Convertible Notes	$3.402	10/31/2024		A		$250,000		10/31/2024(1)	04/30/2026	Common Stock	$250,000	(1)	$250,000	D
Warrants (right to buy)	$3.78	10/31/2024		A		73,487		10/31/2024(2)	10/31/2029	Common Stock	73,487	(1)(2)	73,487	D

Explanation of Responses:

1. The reporting person acquired the $250,000 principal amount convertible promissory note and accompanying warrant from the Issuer for aggregate consideration of $225,000. The Senior Convertible Note bears interest at 8% and is subject to a 19.99% blocker, the Exchange Cap, unless the Issuer receives stockholder approval to issue shares of common stock upon the conversion of the Senior Convertible Note that exceed the Exchange Cap.

2. The Warrant was granted on October 31, 2024 and is exercisable for 73,487 shares of the Issuer's common shares at a price of $3.78 per share and will expire on October 31, 2029. The issuance of shares upon exercise of the Warrant is subject to the Exchange Cap unless the Issuer receives stockholder approval to issue shares of common stock upon the exercise of the Warrant that exceed the Exchange Cap.

Remarks:

	/s/ Gregory Poilasne	11/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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