ThZeal - The Zeal

Delaware

001-40296

86-1617000

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

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):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

x			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Title of each class

Trading symbols

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).

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

On March 2, 2025, Nuvve Holding Corp. (the “Company”) entered into the Fifth Amendment to Securities Purchase Agreement (the “Amendment”), which amends the Securities Purchase Agreement, dated October 31, 2024, as amended on January 14, 2024, February 3, 2025, February 4, 2025 and February 7, 2025 (as amended, the “October Purchase Agreement”), by and among the Company and the buyers named therein (the “Buyers”). The Amendment amends the October Purchase Agreement to provide that the Buyers may exercise their Additional Investment Right (as defined in the October Purchase Agreement) on or after February 28, 2025.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the form of Amendment, which is filed as Exhibit 10.1 and is incorporated herein by reference.

The Company received notices from certain Buyers regarding their intent to exercise their Additional Investment Rights under the October Purchase Agreement, for an aggregate purchase price of $1.5 million (the “AIR Exercise”). In accordance with the provisions of the October Purchase Agreement, the Company expects to close the transactions contemplated by the AIR Exercise on or about March 3, 2025.


Exhibit No.						Description
10.1						Fifth Amendment to Securities Purchase Agreement, dated as of March 2, 2025
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.


			NUVVE HOLDING CORP.

			By:			/s/ Gregory Poilasne
						Gregory Poilasne
						Chief Executive Officer


NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)


(Former Name or Former Address, if Changed Since Last Report)