Filed pursuant to Rule
424(b)(5)
Registration No. 333-288394
The information in
this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has
been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying
prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED JULY 10, 2025
PRELIMINARY PROSPECTUS SUPPLEMENT
(to Prospectus dated July 7, 2025)
Shares of Common Stock
and
Pre-Funded Warrants
to Purchase
Shares of Common Stock

Nuvve Holding Corp.
We are offering shares
of our common stock, par value $0.0001 per share, pursuant to this prospectus supplement and accompanying prospectus.
Our common stock is listed
on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NVVE.” On July 9, 2025, the last reported sale
price of our shares of common stock on Nasdaq was $1.03 per share.
As of July 10, 2025,
the aggregate market value of our voting and non-voting common stock held by non-affiliates pursuant to General Instruction I.B.6. of
Form S-3 was $ , which was calculated based on 11,571,780 shares of our common stock outstanding held by non-affiliates and at a
price of $1.58 per share, the closing price of our common stock on May 12, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in
no event will we sell securities pursuant to this prospectus supplement with a value of more than one-third of the aggregate market value
of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by
non-affiliates is less than $75,000,000. We have sold an aggregate of $599,847.45 of shares of common stock pursuant to General Instruction
I.B.6 of Form S-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement. As a
result, we are currently eligible to offer and sell up to an aggregate of approximately $5,494,623.35 of our securities pursuant to General
Instruction I.B.6 of Form S-3.
We are an “emerging
growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and as such, are subject to reduced public
company disclosure standards for this prospectus and our filings with the Securities and Exchange Commission. We are also a “smaller
reporting company.” See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Smaller
Reporting Company.”
Investing in our common
stock involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk
Factors” on page S-7 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus
supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
Total |
|
|
|
Per Share |
|
|
Per
Pre-Funded
Warrant |
|
|
Without
Over-Allotment
Option |
|
|
With
Over-Allotment
Option |
|
Public offering price |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Underwriting
discounts and commissions(1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Proceeds, before expenses, to us(2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
(1) |
We have agreed to pay the Underwriter a cash fee equal to 8.0% of the gross proceeds of this
offering. This does not include the reimbursement of certain expenses of the Underwriter we have agreed to pay. We have also agreed
to issue the Underwriter, or its designees, warrants to purchase a number of shares of common stock equal to 5.0% of the number of
shares of common stock and pre-funded warrants issued in this offering. |
(2) | The amount of the offering proceeds to us presented in this
table does not give effect to any exercise of the Underwriter Warrants or pre-funded warrants. See “Underwriting” beginning
on page S-25 of this prospectus supplement for additional information regarding the compensation payable to the underwriter. |
We have granted the
underwriter an option for a period of 45 days from the date of this prospectus supplement to purchase up to an additional
shares of our common stock from us at the public offering price, less underwriting discounts and commissions.
The underwriter
expects to deliver the shares of common stock and the pre-funded warrants to purchasers on or about
July , 2025.
Lucid Capital Markets
The date of this prospectus supplement is July ,
2025
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT |
S-ii |
PROSPECTUS SUPPLEMENT SUMMARY
| S-1 |
THE OFFERING |
S-5 |
RISK FACTORS |
S-7 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS |
S-16 |
USE OF PROCEEDS |
S-18 |
DILUTION |
S-19 |
DIVIDEND POLICY |
S-21 |
DESCRIPTION OF WARRANTS
| S-22 |
UNDERWRITING |
S-25 |
LEGAL MATTERS |
S-27 |
EXPERTS |
S-27 |
WHERE YOU CAN FIND MORE INFORMATION |
S-28 |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE |
S-29 |
PROSPECTUS
ABOUT THIS PROSPECTUS |
ii |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
iii |
SUMMARY |
1 |
RISK FACTORS |
4 |
USE OF PROCEEDS |
5 |
DESCRIPTION OF CAPITAL STOCK |
6 |
DESCRIPTION OF DEBT SECURITIES |
9 |
DESCRIPTION OF WARRANTS |
16 |
DESCRIPTION OF UNITS |
17 |
DIVIDEND POLICY |
18 |
PLAN OF DISTRIBUTION |
19 |
LEGAL MATTERS |
22 |
EXPERTS |
22 |
WHERE YOU CAN FIND MORE INFORMATION |
22 |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE |
23 |
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying base prospectus form part of a registration statement on Form S-3 that we filed with the Securities and Exchange
Commission (the “SEC”) using a “shelf” registration process. This document contains two parts. The first part
consists of this prospectus supplement, which provides you with specific information about this offering. The second part, the accompanying
base prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer only to the
“prospectus,” we are referring to both parts combined. This prospectus supplement may add, update or change information contained
in the accompanying base prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with statements
made in the accompanying base prospectus or any documents incorporated by reference herein or therein, the statements made in this prospectus
supplement will be deemed to modify or supersede those made in the accompanying base prospectus and such documents incorporated by reference
herein and therein.
All references in this prospectus
supplement to our consolidated financial statements include, unless the context indicates otherwise, the related notes.
The industry and market data
and other statistical information contained in the documents we incorporate by reference in the prospectus are based on management’s
own estimates, independent publications, government publications, reports by market research firms or other published independent sources,
and, in each case, are believed by management to be reasonable estimates. Although we believe these sources are reliable, we have not
independently verified the information.
You should rely only on the
information contained in or incorporated by reference in this prospectus supplement, the accompanying base prospectus and in any free
writing prospectus that we have authorized for use in connection with this offering. We have not, and the underwriter has not, authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. You should assume that the information in this prospectus supplement, the accompanying base prospectus, the documents incorporated
by reference in the accompanying base prospectus, and in any free writing prospectus that we have authorized for use in connection with
this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations
and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying base prospectus, the documents
incorporated by reference in the accompanying base prospectus, and any free writing prospectus that we have authorized for use in connection
with this offering, in their entirety before making an investment decision. You should also read and consider the information in the
documents to which we have referred you in the sections of the accompanying base prospectus entitled “Where You Can Find More
Information” and “Incorporation by Reference of Certain Documents.” We are not, and the underwriter is not,
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
Unless the context otherwise
requires, references in this prospectus supplement to the “Company,” “Nuvve,” “we,” “us,”
“our” and similar terms refer to Nuvve Holding Corp., and, where appropriate, its subsidiaries.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus supplement or incorporated by reference in this prospectus supplement, and
does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire
prospectus supplement, the accompanying prospectus and any related free writing prospectus, including the risks of investing in our common
stock discussed under the heading “Risk Factors” contained in this prospectus supplement and under similar headings in the
documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus. You should also carefully
read the information incorporated by reference into this prospectus supplement, including our financial statements, and the exhibits
to the registration statement of which this prospectus supplement and the accompanying prospectus is a part.
Overview
We
are a green energy technology company that provides, directly and through business ventures with our partners, a globally-available,
commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid and provide
other grid services. Our proprietary V2G technology — Grid Integrated Vehicle (“GIVe”) platform — has the potential
to refuel the next generation of EV fleets through cutting-edge, bi-directional charging solutions.
Our
proprietary V2G technology enables us to link multiple EV and stationary batteries into a virtual power plant to provide bi-directional
services to the electrical grid. Our GIVe software platform was created to harness capacity from “loads” at the edge of the
distribution grid (i.e., aggregation of EVs and stationary batteries) in a qualified, controlled and secure manner to provide many of
the grid services offered by conventional generation sources (i.e., coal and natural gas plants). Our current addressable energy and
capacity markets include grid services such as frequency regulation, demand charge management, demand response, energy optimization,
distribution grid services and energy arbitrage.
Our
customers and partners include owner/operators of light duty fleets, heavy duty fleets (including school buses), automotive manufacturers,
charge point operators, large facility owners (V2G Hubs), and strategic partners (via joint ventures, other business ventures and special
purpose financial vehicles). We also operate a small number of company-owned charging stations serving as demonstration projects funded
by government grants. We expect growth in company-owned charging stations and the related government grant funding to continue, but for
such projects to constitute a declining percentage of our future business as our commercial operations expand.
We
offer our customers networked charging stations, infrastructure, software, professional services, support, monitoring and parts and labor
warranties required to run electric vehicle fleets, as well as low and in some cases free energy costs. We expect to generate revenue
primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations. In the
case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made
by fleet customers per fleet vehicle. In addition, we may generate non-recurring consulting and engineering services revenue derived
from the planning and integration of electrification of transportation projects, energy management projects and the integration of our
technology with automotive OEMs and charge point operators. In the case of recurring grid services revenue generated via automotive OEM
and charge point operator customer integrations, we may also share the recurring grid services revenue with the customer.
Implications of Being
an Emerging Growth Company and a Smaller Reporting Company
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 201 (the “JOBS Act”).
As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies. These include, but are not limited to:
| ● | not
being required to comply with the auditor attestation requirements in the assessment of our
internal control over financial reporting; |
| ● | not
being required to comply with any requirement that may be adopted by the Public Company Accounting
Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors’
report providing additional information about the audit and the financial statements; |
| ● | reduced
disclosure obligations regarding executive compensation; and |
| ● | exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. |
Additionally,
under the JOBS Act, an emerging growth company can delay adopting new or revised accounting standards issued subsequent to the enactment
of the JOBS Act until such time as those standards apply to private companies. We irrevocably elected to avail ourselves of this exemption
from new or revised accounting standards, and, therefore, are not subject to the same new or revised accounting standards as public companies
who were not emerging growth companies.
We
will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common
stock that is held by non-affiliates exceeds $700.0 million as of June 30th of that fiscal year, (ii) the last day of the fiscal year
in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date
on which we have issued more than $1 billion in non-convertible debt in the prior three-year period, and (iv) the last day of the fiscal
year following the fifth anniversary of the date of the first sale of equity securities of Newborn Acquisition Corp. (our predecessor)
in its initial public offering, or December 31, 2025.
We
are also a “smaller reporting company” as defined in the Exchange Act, and have elected to take advantage of certain of the
scaled disclosures available to smaller reporting companies. To the extent that we continue to qualify as a “smaller reporting
company” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company,
certain of the exemptions available to us as an “emerging growth company” may continue to be available to us, including exemption
from compliance with the auditor attestation requirements pursuant to the Sarbanes-Oxley Act and reduced disclosure about our executive
compensation arrangements. We will continue to be a “smaller reporting company” until we have $250 million or more in public
float (based on our common stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the
event we have no public float (based on our common stock) or a public float (based on our common stock) that is less than $700 million,
annual revenues of $100 million or more during the most recently completed fiscal year.
Corporation Information
We
were formed on November 10, 2020 under the name “NB Merger Corp.” as a wholly-owned subsidiary of Newborn Acquisition Corp.
(“Newborn”) for the purpose of effecting a business combination (the “Business Combination”) with Newborn and
Nuvve Corporation (“Nuvve Corp.”). On March 19, 2021, we consummated the Business Combination in accordance with the terms
of that certain Merger Agreement, dated as of November 11, 2020, and amended as of February 20, 2021, between us, Newborn, Nuvve Corp.,
Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of ours (“Merger Sub”), and Ted Smith, an individual,
as the representative of the stockholders of Nuvve Corp. (the “Merger Agreement”). Prior to the Business Combination, Newborn
was a publicly traded special purpose acquisition corporation, we were a wholly owned subsidiary of Newborn, and Nuvve Corp. was a private
operating company. On the closing date of the Business Combination, pursuant to the Merger Agreement, (i) Newborn reincorporated to Delaware
through the merger of Newborn with and into our company, with our company surviving as the publicly traded entity (the “Reincorporation
Merger”), and (ii) immediately after the Reincorporation Merger, we acquired Nuvve Corp. through the merger of Merger Sub with
and into Nuvve Corp., with Nuvve Corp. surviving as the wholly-owned subsidiary of ours (the “Acquisition Merger”). As a
result, we became a publicly traded holding company with Nuvve Corp. as our operating subsidiary. In connection with the closing of the
Business Combination, we changed our name to “Nuvve Holding Corp.”
Nuvve
Corp. was incorporated in Delaware on October 15, 2010 under the name “Nuvve Corporation.” Nuvve was formed for the purpose
of providing, directly and through business ventures with its partners, its V2G technology platform that enables EV batteries to store
and resell unused energy back to the local electric grid and provide other grid services. Newborn was incorporated in the Cayman Islands
on April 12, 2019 under the name “Newborn Acquisition Corp.” Newborn was formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
Our
principal executive offices are located at 2488 Historic Decatur Road, Suite 230, San Diego, California 92106. Our telephone number is
(619) 456-5161. Our website address is www.nuvve.com. Information contained on our website or connected thereto does not constitute part
of, and is not incorporated by reference into, this prospectus supplement or the Registration Statement of which it forms a part.
Cryptocurrency Overview and Market
Overview of the Cryptocurrency Industry and Market
Cryptocurrency refers to digital assets that are
issued by and transmitted through an open-source protocol, collectively maintained by a peer-to-peer network of decentralized user nodes.
These networks host public transaction ledgers, known as blockchains, on which cryptocurrency holdings and all validated transactions
that have ever taken place on the cryptocurrency’s network are recorded. Balances of cryptocurrency are stored in individual “wallet”
functions, which associate network public addresses with one or more “private keys” that control the transfer of the cryptocurrency.
The blockchain can be updated without any single entity owning or operating the network.
There are numerous digital assets and many
entities, including consortia and financial institutions, that are researching and investing resources into private or permissioned
blockchain platforms or digital assets that do not use proof-of-work mining like the bitcoin network. For example, in late 2022, the
ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly
less computing power than proof-of-work mining. Other alternative digital assets include “stablecoins,” which are
designed to maintain a peg to a reference price because of their issuers’ promise to hold high-quality liquid assets (such as
U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins
have grown rapidly as an alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on
digital asset trading platforms.
Additionally, central banks in some countries
have started to introduce digital forms of legal tender. For example, China’s central bank digital currency (“CBDC”)
project was made available to consumers in January 2022, and governments including the United States and the European Union have
been discussing the potential creation of new CBDCs.
Cryptocurrency Industry Participants
The primary cryptocurrency industry participants
are miners, investors and traders, digital asset exchanges and service providers, including custodians, brokers, payment processors, wallet
providers and financial institutions.
Miners. Miners range from cryptocurrency
enthusiasts to professional mining operations that design and build dedicated mining machines and data centers, including mining pools,
which are groups of miners that act cohesively and combine their processing power to mine cryptocurrency blocks.
Investors and Traders. Cryptocurrency investors
and traders include individuals and institutional investors who, directly or indirectly, purchase, hold, and sell cryptocurrency or cryptocurrency-based
derivatives. On January 10, 2024, the SEC issued an order approving several applications for the listing and trading of shares of
spot bitcoin exchange-traded products (“ETPs”) on U.S. national securities exchanges. While the SEC had previously approved
exchange-traded funds where the underlying assets were bitcoin futures contracts, this order represents the first time the SEC has approved
the listing and trading of ETPs that acquire, hold and sell cryptocurrency directly. The SEC has since approved several applications for the listing and trading of shares of spot ethereum ETPs as well as bitcoin-ethereum
combination ETPs. ETPs can be bought and sold on a stock exchange like
traditional stocks, and provide investors with another means of gaining economic exposure to cryptocurrency through traditional brokerage
accounts.
Digital Asset Exchanges. Digital asset
exchanges provide trading venues for purchases and sales of cryptocurrency in exchange for fiat or other digital assets. Cryptocurrency
can be exchanged for fiat currencies, such as the U.S. dollar, at rates of exchange determined by market forces on cryptocurrency trading
platforms, which are not regulated in the same manner as traditional securities exchanges. In addition to these platforms, over-the-counter
markets and derivatives markets for cryptocurrency also exist. The value of a cryptocurrency within the market is determined, in part,
by the supply of and demand for the cryptocurrency in the global cryptocurrency market, market expectations for the adoption of the cryptocurrency
as a store of value, the number of merchants that accept the cryptocurrency as a form of payment, and the volume of peer-to-peer transactions,
among other factors.
Service providers. Service providers offer
a multitude of services to other participants in the cryptocurrency industry, including custodial and trade execution services, commercial
and retail payment processing, loans secured by cryptocurrency collateral, and financial advisory services. If adoption of a cryptocurrency
network continues to materially increase, we anticipate that service providers may expand the currently available range of services and
that additional parties will enter the service sector for such cryptocurrency network.
Government Regulation of Cryptocurrency
The laws and regulations applicable to cryptocurrency
and digital assets are evolving and subject to interpretation and change.
Governments around the world have reacted differently
to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while
in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements.
As digital assets have grown in both popularity
and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement
Network, the Commodity Futures Trading Commission (“CFTC”), the SEC, the Financial Industry Regulatory Authority, the Consumer
Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the
Internal Revenue Service (“IRS”) and state financial regulators, have been examining the operations of digital asset networks,
digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state
or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises,
and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or
exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed
by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding
the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.
Depending on the regulatory characterization of
cryptocurrency, the markets for cryptocurrency in general, and our activities in particular, our business and our cryptocurrency acquisition
strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions
may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including
service providers and financial institutions in these markets, and our ability to pursue our cryptocurrency strategy. The U.S. Congress is actively considering legislation that would, among other things, establish jurisdiction of the SEC and CFTC over
digital assets and establish digital asset market structure. Additionally, U.S.
state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses,
and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from
digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of
cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid
and retail distribution systems. Some state legislative bodies have passed, or are considering, legislation to address the impact
of cryptocurrency mining in their respective states.
The CFTC takes the position that some digital
assets, including bitcoin, fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended
(“CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets
markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges
or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations
and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged
commodity transactions involving digital asset commodities, including the markets on which these products trade.
The SEC and its staff have taken the
position that certain other digital assets fall within the definition of a “security” under the U.S. federal securities
laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider
bitcoin or ether to be securities under the federal securities laws, and the approval of the spot bitcoin and ether ETPs support
this view. However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which
are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets. The SEC has recently dropped enforcement actions that were brought in the previous administration against large cryptocurrency exchanges
in which they alleged securities violations for activity related to cryptocurrency including staking, signaling a change in approach.
In addition, because transactions in cryptocurrency
provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception
of such misuse, could lead to greater regulatory oversight of cryptocurrency and cryptocurrency platforms, and there is the possibility
that law enforcement agencies could close cryptocurrency platforms or other cryptocurrency-related infrastructure with little or no notice
and prevent users from accessing or retrieving cryptocurrency held via such platforms or infrastructure. For example, in her January 2021
nomination hearing before the Senate Finance Committee, Treasury Secretary Janet Yellen noted that cryptocurrencies have the potential
to improve the efficiency of the financial system but that they can be used to finance terrorism, facilitate money laundering, and support
activities that threaten U.S. national security interests and the integrity of the U.S. and international financial systems. The Office
of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges
and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including
a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset
exchanges associated with Russian and/or North Korean nationals.
As noted above, activities involving cryptocurrency
and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations
are rapidly evolving. President Trump issued an Executive Order on January 23, 2025 titled “Strengthening American Leadership in Digital Financial Technology,”
which revoked Biden-era actions, prohibited exploration of CBDCs, and established an interagency working group on digital asset markets,
which includes the head of the SEC and CFTC. The working group will make regulatory and legislative recommendations including a proposed
regulatory framework relating to the issuance and operation of digital assets.
Our Treasury Strategy
In January 2025, we announced that our board of
directors had approved the inclusion of bitcoin as a primary asset in our treasury management program, pursuant to which we may allocate
up to 30% of our excess cash, calculated based on our estimated six-month operating expenses, toward bitcoin purchases. In April, 2025,
we further announced that our board of directors had approved an expansion of our digital treasury strategy and the formation of a wholly-owned
subsidiary dedicated to building a cryptocurrency digital treasury along with cash flowing blockchain opportunities as part of our long-term
strategic digital asset initiate. As previously announced, the board approved a cryptocurrency portfolio strategy that is expected to
be anchored with at least 50% allocation to bitcoin, with the remaining 50% allocated to other digital assets as determined by management.
As of the date of this prospectus supplement,
we have not yet implemented these measures relating to our expected digital asset treasury strategy. We anticipate implementing these
strategies in the latter half of 2025.
The Company plans to adopt a treasury strategy
under which the principal holding in its treasury reserve on the balance sheet will be allocated to digital assets, and specifically a
long-term strategy of holding cryptocurrency.
THE OFFERING
Common stock offered by us: |
shares
of our common stock. |
|
|
Pre-funded warrants offered by us |
We are also offering, in lieu of common stock, to investors who so choose,
pre-funded warrants to purchase up to shares of common stock. The purchase price of each pre-funded warrant will
equal the price per share at which shares of common stock are being sold to the public in this offering, minus $0.0001, which will be
the exercise price of each pre-funded warrant. Each pre-funded warrant will be exercisable for one share of common stock The pre-funded
warrants do not expire, and each pre-funded warrant will be exercisable at any time after the date of issuance, subject to an ownership
limitation. This preliminary prospectus supplement also relates to the offering of the shares of common stock issuable upon the exercise
of such pre-funded warrants. See the section titled “Description of Pre-Funded Warrants” on page S-22 for more information. |
|
|
Underwriter warrants |
In connection with our public offering, we have granted to the Underwriter
an option to purchase, for nominal consideration, warrants to purchase shares equal to 5% of the sum of the shares of common stock and
pre-funded warrants sold in this offering (the “Underwriter Warrants”). The Underwriter Warrants have an exercise price of
per share of common stock. The Underwriter Warrants will be exercisable immediately upon issuance and will expire five years from the
commencement of sales in this offering. See “Description
of Warrants”. |
|
|
Option to purchase additional shares of common stock: |
We have granted to the underwriter an option, exercisable
for 45 days from the date of this prospectus supplement, to purchase up to additional shares
of common stock. |
|
|
Offering price: |
$ per
share of common stock. |
|
|
Common stock to be outstanding immediately after this offering: |
shares
of common stock (or shares of common stock if the
underwriter’s option to purchase additional shares is exercised in full), assuming no exercise of the pre-funded warrants included in this offering. |
|
|
Use of Proceeds: |
We intend to use the net proceeds of this offering for
working capital and general corporate purposes, which may include without limitation, strategic investments, mergers and acquisitions
of companies, business or assets; acquisitions of cryptocurrencies; the development and implementation of its digital asset treasury strategy;
and for general working capital and operational expenditures. The timing and amount of the actual expenditures will depend on a variety
of factors, including market conditions and the availability of investment opportunities. See “Use of Proceeds” on page S-18
of this prospectus supplement. |
|
|
Risk Factors: |
Investing in our common stock involves significant risks.
See “Risk Factors” on page S-7 of this prospectus supplement and under similar headings in the documents incorporated
by reference into this prospectus supplement for a discussion of the factors you should carefully consider before deciding to invest
in our common stock. |
|
|
The Nasdaq Capital Market Symbol |
“NVVE” |
All
information in this prospectus supplement related to the number of shares of our common stock to be outstanding immediately after
this offering is based on 11,595,766 shares of our common stock outstanding as of March 31, 2025 (which includes an aggregate of
8,527,717 shares of common stock issued subsequent to March 31, 2025 and prior to the date of this prospectus supplement issued upon
the conversion of outstanding convertible notes and the exercise of outstanding warrants). The number of shares outstanding as of
March 31, 2025 as used throughout this prospectus supplement, unless otherwise indicated, excludes:
| ● | 6,649
shares of common stock issuable upon the exercise of stock options outstanding as of March
31, 2025, with a weighted-average exercise price of $3058.00 per share; |
| ● | 73,487
shares of common stock issuable upon exercise of warrants outstanding as of March 31, 2025,
which were issued in October 2024, with an initial exercise price of $3.78 per share (subject to
adjustment); |
| ● | 85,287
shares of common stock issuable upon exercise of warrants outstanding as of March 31, 2025,
which were issued in December 2024, with an initial exercise price of $3.257 per share (subject to
adjustment); |
| | |
| ● | 10,913
shares of common stock issuable upon exercise of pre-merger warrants outstanding as of March
31, 2025, with an exercise price of $4,600.00 per whole share; |
| | |
| ● | 870
shares of common stock and 791 warrants issuable upon exercise of the unit purchase option
outstanding as of March 31, 2025 held by the underwriter of the initial public offering of
our predecessor, Newborn, with an exercise price of $4,600.00 per unit of 1 1/10 shares and
one warrant to purchase one-half share at the exercise price of $4,600.00 per whole share,
and 396 shares of common stock issuable upon exercise of the 791 warrants; |
| | |
| ● | 10,000
shares of common stock issuable upon exercise of warrants outstanding as of March 31, 2025,
which were issued in our July 2022 offering, with an exercise price of $1,500.00 per share; |
| ● | 480,000
shares of common stock issuable upon exercise of Series A warrants outstanding as of March
31, 2025, which were issued in our February 2024 offering, with an exercise price of $20.00
per share; |
| ● | 30,000
shares of common stock issuable upon exercise of Series C warrants outstanding as of March
31, 2025, which were issued in our February 2024 offering, with an exercise price of $20.00
per share; |
| ● | 25,500
shares of common stock issuable upon exercise of warrants issued to the underwriters in our
February 2024 offering and outstanding as of March 31, 2025, with an exercise price of $20.00
per share; |
| ● | 1,492,722
shares of common stock issuable upon exercise of warrants issued in March 2025 and outstanding
as of the date of this prospectus supplement, with an initial exercise price of $2.02 per share (subject
to adjustment); |
| ● | 1,010,509
shares of common stock issuable upon exercise of warrants issued in April 2025 and outstanding
as of the date of this prospectus supplement, with an initial exercise price of $0.8261 per share
(subject to adjustment); |
| ● | 5,341,879
shares of common stock issuable upon exercise of warrants issued in May 2025 and outstanding
as of the date of this prospectus supplement, with an initial exercise price of $0.78 per share
(subject to adjustment); |
| ● | 11,000,004
shares of common stock issuable upon exercise of consultant warrants issued in May 2025,
with a weighted average exercise price of $1.26 per share; |
| ● | 55,398
shares of common stock reserved for future issuance as of March 31, 2025 under our 2020 Equity
Incentive Plan (the “2020 Plan”), as well as any automatic increases in the number
of shares of common stock reserved for future issuance thereunder; and |
| ● | Shares of common stock issuable upon the conversion of convertible notes with an aggregate principal amount of approximately $3.5 million
outstanding as of March 31, 2025 (after giving effect to (i) the issuance of approximately $1.4 million aggregate principal amount of
convertible notes in April 2025 and approximately $4.2 million aggregate principal amount of convertible notes in May 2025, and (ii) the
conversion of approximately $4.4 million aggregate principal amount of convertible notes subsequent to March 31, 2025 and prior to the
date of his prospectus supplement), with a weighted average conversion price of $0.99 per share (subject to adjustment). |
Unless
otherwise stated, all information contained in this prospectus supplement assumes no conversion or exercise of any outstanding convertible
notes, warrants or stock options after March 31, 2025.
RISK FACTORS
Our business is influenced
by many factors that are difficult to predict and that involve uncertainties that may materially affect operating results, cash flows,
and financial condition. Before making an investment decision, you should carefully consider these risks described below and those set
forth in the “Risk Factors” section of our most recent Annual Report on Form 10-K filed with the SEC, as revised or supplemented
by our Quarterly Reports on Form 10-Q filed with the SEC since the filing of our most recent Annual Report on Form 10-K, all of which
are incorporated by reference into this prospectus supplement. You should also carefully consider any other information we include or
incorporate by reference in this prospectus supplement and the accompanying base prospectus. Each of the risks described in these sections
and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could
result in a partial or complete loss of your investment.
Risks Related to this Offering
If you purchase securities
in this offering, you may experience immediate and substantial dilution in the net tangible book value of your investment.
The offering price per
share in this offering may exceed the net tangible book value per share of our common stock outstanding prior to this offering.
After giving effect to the sale
of shares of our
common stock at a price of $ per share and pre-funded
warrants to purchase
shares of our
common stock sold at a public offering price of $ per pre-funded warrant, and after deducting estimated offering expenses payable by
us, investors in this offering would experience immediate dilution of
$ per share, representing the difference between
our as adjusted net tangible book value per share as of March 31, 2025, after giving effect to this offering, and assuming no
exercise of the pre-funded warrants issued in this offering, and the offering price. If the underwriters exercise their option to
purchase additional shares of common stock, you will experience additional dilution.
This dilution is due to the
substantially lower price paid by some of our investors who purchased shares prior to this offering as compared to the price in this
offering and the exercise of stock options granted to our employees, directors and consultants. In addition, we have a significant number
of stock options and warrants outstanding. The exercise of any of these outstanding options or warrants would result in further dilution.
As a result of the dilution to investors purchasing shares in this offering, investors may receive significantly less than the purchase
price paid in this offering, if anything, in the event of our liquidation. Further, because we expect we will need to raise additional
capital to fund our future activities, we may in the future sell substantial amounts of common stock or securities convertible into or
exchangeable for common stock.
Future issuances of common
stock or common stock-related securities, together with the exercise of outstanding stock options, if any, may result in further dilution.
For a further description of the dilution that you will experience immediately after this offering, see the section titled “Dilution.”
We have broad discretion in the use of
the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not
yield a return on your investment.
Our management will have
broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section
titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management
regarding such application. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the
value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance
stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest
the net proceeds from this offering in short-term U.S. Treasury securities with insignificant rates of return. These investments may
not yield a favorable return to our stockholders.
Future sales of shares of our common stock
or our preferred stock could adversely affect the market price of our common stock.
Future sales of substantial
amounts of our common stock in the public market following this offering, whether by us or our existing stockholders, or the perception
that such sales could occur, may adversely affect the market price of our common stock, which could decline significantly. Sales by our
existing stockholders might also make it more difficult for us to raise equity capital by selling new common stock at a time and price
that we deem appropriate. We may also raise capital by issuing preferred stock that has dividend, voting, liquidation, or other rights
and preferences that are senior to our common stock. The preferred stock may also be convertible into shares of our common stock, which
may dilute the value of our common stock. Our board of directors has the authority to issue preferred stock without seeking stockholder
approval. See “Description of Capital Stock” in the accompanying prospectus.
You may experience future dilution as a
result of future equity offerings.
In order to raise additional
capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our
common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any
other offering at a price per share that is less than the price per share paid by any investors in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional
shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower
than the price per share paid by any investors in this offering.
There is no public market for the
pre-funded warrants being offered in this offering.
There is no public trading
market for the pre-funded warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend
to apply to list the pre-funded warrants on any securities exchange or nationally recognized trading system, including the Nasdaq Capital
Market. Without an active market, the liquidity of the pre-funded warrants will be limited.
We will not receive any meaningful
amount of additional funds upon the exercise of the pre-funded warrants.
Each pre-funded warrant
may be exercised by way of a cashless exercise, meaning that the holder may not pay a cash purchase price upon exercise, but instead would
receive upon such exercise the net number of shares of our common stock determined according to the formula set forth in the pre-funded
warrant. Accordingly, we may not receive any additional funds upon the exercise of the pre-funded warrants. Furthermore, if exercised
by means of cash payment of the exercise price, we will not receive any meaningful additional funds upon the exercise of the pre-funded
warrants.
Holders of pre-funded warrants purchased
in this offering will have no rights as holders of our common stock with respect to the shares underlying such pre-funded warrants until
such holders exercise their pre-funded warrants and acquire our common stock.
Until holders of pre-funded
warrants acquire shares of our common stock upon exercise of the pre-funded warrants, holders of pre-funded warrants will have no rights
with respect to the shares of our common stock underlying such pre-funded warrants including with respect to dividends and voting rights.
Upon exercise of the pre-funded warrants, the holders will be entitled to exercise the rights of a holder of our common stock only as
to matters for which the record date occurs after the exercise date.
Significant holders or beneficial
holders of our common stock may not be permitted to exercise pre-funded warrants that they hold.
A holder of a pre-funded
warrant will not be entitled to exercise any portion of any pre-funded warrant which, upon giving effect to such exercise, would cause
(i) the aggregate number of shares of our common stock beneficially owned by the holder (together with its affiliates) to exceed 4.99%
(or, at the election of the holder, up to 9.99%) of the number of shares of our common stock outstanding immediately after giving effect
to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to
exceed 4.99% (or, at the election of the holder, up to 9.99%) of the combined voting power of all of our securities then outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants.
As a result, you may not be able to exercise your pre-funded warrants for shares of our common stock at a time when it would be financially
beneficial for you to do so. In such circumstance you could seek to sell your pre-funded warrants to realize value, but you may be unable
to do so in the absence of an established trading market for the pre-funded warrants.
We may use the net proceeds from this offering
to purchase cryptocurrencies, the price of which has been, and will likely continue to be, highly volatile.
We may use the net proceeds from this offering
to purchase cryptocurrencies such as Bitcoin. Cryptocurrencies are highly volatile and do
not pay interest or other returns, and, as a result, our ability to generate a return on any investments into cryptocurrencies from the
net proceeds from this offering will depend on whether there is appreciation in the value of the cryptocurrencies we purchase, if any,
following our purchases thereof with the net proceeds from this offering. Future fluctuations in cryptocurrency trading prices may result
in our converting cryptocurrencies purchased with the net proceeds from this offering, if any, into cash with a value substantially below
the net proceeds from this offering.
Bitcoin and other digital assets are novel
assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
Bitcoin and other digital assets are relatively novel
and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities
laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United
States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin or other digital assets.
The U.S. federal government, states, regulatory
agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions,
that could materially impact the price of bitcoin or other digital assets or the ability of individuals or institutions such as us to own or transfer. For example,
the U.S. executive branch, SEC, the European Union’s Markets in Crypto Assets Regulation, among others have been active in recent
years, and in the U.K., the Financial Services and Markets Act 2023, or FSMA 2023 became law. It is not possible to predict whether, or
when, any of these developments will lead to Congress granting additional authorities to the SEC, Commodity Futures Trading Commission
(“CFTC”), or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar
actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight
might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide
services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital
assets generally and bitcoin specifically. The consequences of increased regulation of digital assets and digital asset activities could
adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock.
Moreover, the risks of engaging in a digital asset treasury
strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties
have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential
inability to obtain such coverage on acceptable terms in the future.
The growth of the digital assets industry in general,
and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty. The
pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of
buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, the participation of traditional
financial institutions in the digital assets industry, consumer demand for bitcoin as a means of payment, and the availability and popularity
of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will
continue to grow over the long-term.
Because bitcoin has no physical existence beyond
the record of transactions on the bitcoin blockchain, a variety of technical factors related to the bitcoin blockchain could also impact the
price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard “forks”
of the bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut
the integrity of the bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced and damage to
the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin,
provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Similarly, the open-source nature
of the bitcoin blockchain means the contributors and developers of the bitcoin blockchain are generally not directly compensated for their contributions
in maintaining and developing the blockchain, and any failure to properly monitor and upgrade the bitcoin blockchain could adversely affect
the bitcoin blockchain and negatively affect the price of bitcoin.
The liquidity of bitcoin may also be impacted to
the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to
provide services for bitcoin and other digital assets.
We face risks relating to the custody
of our bitcoin or other digital assets, including the loss or destruction of private keys required to access our bitcoin or other digital assets and cyberattacks or other data loss relating
to our bitcoin or other digital assets.
We will hold our with regulated custodians
that have duties to safeguard our private keys. Our custodial services contracts will not restrict our ability to reallocate our among our custodians, and our holdings may be concentrated with a single custodian from time to time, including immediately after
this offering. In light of the significant amount of we hold, we continually evaluate the need to engage additional custodians. Additional
custodians could achieve a greater degree of diversification in the custody of our as the extent of potential risk of loss is dependent,
in part, on the degree of diversification. If there is a decrease in the availability of digital asset custodians that we believe can
safely custody our bitcoin, for example, custodians discontinue or limit their services in the United States, we may need to enter into agreements
that are less favorable than our currently anticipated agreements or take other measures to custody our bitcoin or other digital assets, and our ability to seek
a greater degree of diversification in the use of custodial services would be materially adversely affected. In addition, holding our
bitcoin or other digital assets with regulated custodians could affect the availability of receiving digital assets that may result from “forks” of the
bitcoin blockchain if our custodians are unable to support or otherwise provide us with such digital assets, thereby reducing the amount
of digital assets we may hold as a result. While our custodians will carry insurance policies to cover losses for commercial crimes and
cyber and tech errors or omissions, the policy limits vary per provider and would be shared among all of their customers, and subject
to various limitations and exclusions (such as if a loss arises due to our failure to protect our login credentials and devices). The
insurance that covers losses of our bitcoin holdings may cover only a small fraction of the value of the entirety of our bitcoin holdings, and
there can be no guarantee that such insurance will be maintained as part of the custodial services we will have or that such coverage
will cover losses with respect to our bitcoin. Moreover, our use of custodians exposes us to the risk that the bitcoin our custodians hold on
our behalf could be subject to insolvency proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting
our ability to exercise ownership rights with respect to such bitcoin. Any loss associated with such insolvency proceedings is unlikely to
be covered by any insurance coverage we maintain related to our bitcoin.
Bitcoin is controllable only by the possessor
of both the unique public key and private key(s) relating to the local or online digital wallet in which the bitcoin is held. While the bitcoin
blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be
safeguarded and kept private in order to prevent a third party from accessing the bitcoin held in such wallet. To the extent the private
key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we
nor our custodians will be able to access the bitcoin held in the related digital wallet. Furthermore, we cannot provide assurance that our
digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The
bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject
to security breaches, cyberattacks, or other malicious activities.
Regulatory change reclassifying bitcoin as a security
could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended (the “1940
Act”) and could adversely affect the market price of bitcoin and the market price of our common stock.
Under Sections 3(a)(1)(A) and (C) of the 1940
Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds
itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities
or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns
or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term
is defined in the 1940 Act, and are not registered as an “investment company” under the 1940 Act as of the date of this prospectus.
While senior SEC officials have stated their view that bitcoin is not a “security” for purposes of the federal securities
laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the 1940 Act, if the portion
of our assets consists of investments in bitcoin exceeds 40% safe harbor limits prescribed in the 1940 Act, which would subject us to significant
additional regulatory controls that could have a material adverse effect on our business and operations and may also require us to change
the manner in which we conduct our business.
We monitor our assets and income for compliance
under the 1940 Act and seek to conduct our business activities in a manner such that we do not fall within its definitions of “investment
company” or that we qualify under one of the exemptions or exclusions provided by the 1940 Act and corresponding SEC regulations.
If bitcoin is determined to constitute a security for purposes of the federal securities laws, we would expect to take steps to reduce the
percentage of bitcoin that constitute investment assets under the 1940 Act. These steps may include, among others, selling bitcoin that we might
otherwise hold for the long term and deploying our cash in non-investment assets, and we may be forced to sell our bitcoin at unattractive
prices. We may also seek to acquire additional non-investment assets to maintain compliance with the 1940 Act, and we may need to incur
debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our business. Any of these
actions could have a material adverse effect on our results of operations and financial condition. Moreover, we can make no assurance
that we would successfully be able to take the necessary steps to avoid being deemed to be an investment company in accordance with the
safe harbor. If we were unsuccessful, and if bitcoin is determined to constitute a security for purposes of the federal securities laws,
then we would have to register as an investment company, and the additional regulatory restrictions imposed by 1940 Act could adversely
affect the market price of bitcoin and in turn adversely affect the market price of our common stock.
We may be subject to regulatory developments
related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations.
As bitcoin and other digital assets are relatively
novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain
respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations
in a manner that adversely affects the price of bitcoin. The U.S. federal government, states, regulatory agencies, and foreign countries
may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact
the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin.
Our cryptocurrency treasury strategy exposes
us to risk of non-performance by counterparties
Our bitcoin treasury strategy exposes us to the risk
of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty
to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example,
our execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with
them, which could result in a loss of bitcoin, a loss of the opportunity to generate funds, or other losses.
We expect our primary counterparty risk with respect
to our bitcoin will be custodian performance obligations under the various custody arrangements we enter into. A series of recent high-profile
bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset
industry, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets
industry, SEC enforcement actions against other providers, or placement into receivership or civil fraud lawsuit against digital asset
industry participants have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Legal
precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to our interests in the event
one or more of our custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.
While our custodians will be subject to regulatory
regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance
can be provided that our custodially-held bitcoin will not become part of the custodian’s insolvency estate if one or more of our custodians
enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create income streams
or otherwise generate funds using our bitcoin holdings, we would become subject to additional counterparty risks. We will need to carefully
evaluate market conditions, including price volatility as well as service provider terms and market reputations and performance, among
others, prior to implementing any such strategy, all of which could effect our ability to successfully implement and execute on any such
future strategy. These risks, along with any significant non-performance by counterparties, including in particular the custodian or custodians
with which we will custody substantially all of our bitcoin, could have a material adverse effect on our business, prospects, financial condition,
and operating results.
If bitcoin is determined to constitute a security
for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect
the market price of bitcoin and in turn adversely affect the market price of our common stock. See “Risk Factors—Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company
Act of 1940 (the “1940 Act”), and could adversely affect the market price of bitcoin and the market price of our common stock”
above. Moreover, the risks of us engaging in a digital asset treasury strategy could create complications due to the lack of experience that third
parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential
inability to obtain such coverage on acceptable terms in the future.
The due diligence procedures conducted by
us and our liquidity providers to mitigate transaction risk may fail to prevent transactions with a sanctioned entity.
We will execute trades through U.S.-based liquidity
providers, and rely on these third parties to implement controls and procedures to mitigate the risk of transacting with sanctioned entities.
While we expect our third party service providers to conduct their business in compliance with applicable laws and regulations and in
accordance with our contractual arrangements, there is no guarantee that they will do so. Accordingly, we are exposed to risk that our
due diligence procedures may fail. If we are found to have transacted in bitcoin or other digital assets with bad actors that have used bitcoin or such other digital assets to launder money or
with persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in bitcoin or other digital assets by us
may be restricted or prohibited.
The market price of our common stock may
be highly volatile and our stockholders could incur substantial losses.
The market price of our common
stock may be highly volatile, and 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 our 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;
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 our management’s attention and
resources. Additionally, we may use a portion of the proceeds from this offering to purchase cryptocurrency, which has been, and will
likely continue to be, volatile. If, in the future, a material portion of our assets is represented by cryptocurrency, our stock price
will likely fluctuate based on the price of cryptocurrency. See the risk factor below titled, “We may use the net proceeds or
a portion thereof from any offering by us to purchase additional cryptocurrency, the price of which has been, and will likely continue
to be, highly volatile.”
We may use the net
proceeds or a portion thereof from any future offering by us to purchase additional cryptocurrency, the price of which has been, and
will likely continue to be, highly volatile.
We may use the net proceeds from any future offering by us to purchase additional
cryptocurrency. Cryptocurrency is a highly volatile asset. Cryptocurrency does not pay interest, but if management determines to stake
the cryptocurrency tokens in treasury, rewards can be earned on cryptocurrency. The ability to generate a return on investment from the
net proceeds from any offering by the Company will depend on whether there is appreciation in the value of cryptocurrency following our
purchases of cryptocurrency with the net proceeds from any future offering by us. Future fluctuations in cryptocurrency’s trading
prices may result in our converting cryptocurrency purchased with the net proceeds from any offering into cash with a value substantially
below the net proceeds from such an offering.
Cryptocurrency and other digital assets are novel assets, and are subject to significant
legal, commercial, regulatory and technical uncertainty, which could adversely impact their price. The application of state and federal
securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in
the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price
of various cryptocurrencies. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and
regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of cryptocurrency
or the ability of individuals or institutions such as us to own or transfer cryptocurrency. For example, the U.S. executive branch and
SEC, among others in the United States and abroad, have been active in recent years, and laws including the European Union’s Markets
in Crypto Asset Regulation and the U.K.’s Financial Services and Markets Act 2023 became law. It is not possible to predict whether,
or when, any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, or whether, or
when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature
of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets
to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor
how any new regulations or changes to existing regulations might impact the value of digital assets generally and cryptocurrency specifically.
The consequences of increased or different regulation of digital assets and digital asset activities could adversely affect the market
price of cryptocurrency and in turn adversely affect the market price of our common stock. Moreover, the risks of engaging in a bitcoin
treasury strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that
third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or
the potential inability to obtain such coverage on acceptable terms in the future.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement,
the accompanying prospectus, and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking
statements on our current expectations and projections about future events. All statements, other than statements of present or historical
fact included in this prospectus supplement regarding our future financial performance, as well as our strategy, future operations, financial
position, 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. In some cases, you can identify forward-looking statements by terminology such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would” or the negative of such terms
or other similar expressions. These forward-looking statements are based on management’s current expectations, assumptions, hopes,
beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing
of future events. Although we believe such expectations and assumptions to be reasonable, they are inherently uncertain and involve a
number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove
to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus supplement and the documents
incorporated by reference herein are not guarantees of future performance and we cannot assure any reader that such statements will be
realized or that the forward-looking events and circumstances will occur.
As a result of a number of
known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied
by these forward-looking statements. Some factors that could cause actual results to differ include:
| ● | risks
related to the rollout of our business and the timing of expected business milestones; |
| ● | our
dependence on widespread acceptance and adoption of electric vehicles and increased installation
of charging stations; |
| ● | our
ability to maintain effective internal controls over financial reporting, including the remediation
of identified material weaknesses in internal control over financial reporting relating to
segregation of duties with respect to, and access controls to, our financial record keeping
system, and our accounting staffing levels; |
| ● | our
current dependence on sales of charging stations for most of our revenues; |
| ● | overall
demand for electric vehicle charging and the potential for reduced demand if governmental
rebates, tax credits and other financial incentives are reduced, modified or eliminated or
governmental mandates to increase the use of electric vehicles or decrease the use of vehicles
powered by fossil fuels, either directly or indirectly through mandated limits on carbon
emissions, are reduced, modified or eliminated; |
| ● | potential
adverse effects on our backlog, revenue and gross margins if customers increasingly claim
clean energy credits and, as a result, they are no longer available to be claimed by us; |
| ● | the
effects of competition on our future business; |
| ● | risks
related to our dependence on its intellectual property and the risk that our technology could
have undetected defects or errors; |
| ● | the
risk that we conduct a portion of our operations through a joint venture exposes us to risks
and uncertainties, many of which are outside of our control; |
| ● | changes
in applicable laws or regulations; |
| ● | risks
related to disruption of management time from ongoing business operations due to our joint
ventures; |
| ● | risks
relating to privacy and data protection laws, privacy or data breaches, or the loss of data; |
| ● | the
possibility that we may be adversely affected by other economic, business, and/or competitive
factors; and |
| ● | our
intended use of the net proceeds from this offering. |
These forward-looking statements
are neither promises nor guarantees of future performance due to a variety of risks and uncertainties, many of which are beyond our control,
which could cause actual results to differ materially from those indicated by these forward-looking statements, including, without limitation
the risk factors and cautionary statements described in other documents that we file from time to time with the SEC, specifically under
“Item 1A: Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports
on Form 10-Q or Current Reports on Form 8-K, and the section of the prospectus titled “Risk Factors.”
The forward-looking statements
in this prospectus supplement, the accompany prospectus, any related free writing prospectus and the documents incorporated by reference
represent our views as of their respective dates. We anticipate that subsequent events and developments will cause our views to change.
However, while we may elect to update these forward-looking statements at some point in the future, we assume no obligation to update
or revise any forward-looking statements except to the extent required by applicable law. You should, therefore, not rely on these forward-looking
statements as representing our views as of any date subsequent to the dates on which they were made.
This prospectus supplement,
the accompanying prospectus, any related free writing prospectus and the documents incorporated by reference also contain estimates,
projections and other information concerning our industry, our business, and the markets in which we operate, including data regarding
the estimated size of those markets. Information that is based on estimates, forecasts, projections, market research or similar methodologies
is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected
in this information.
USE OF PROCEEDS
We estimate the net proceeds
to us from this offering will be approximately $ million (or approximately $ million
if the underwriter’s option to purchase additional shares is exercised in full) after deducting underwriting discounts and commissions
and estimated offering expenses payable by us.
The net proceeds from this offering are expected
to be used by us for general corporate purposes, which may include, without limitation, strategic investments, mergers and acquisitions
of companies, businesses, or assets; acquisitions of cryptocurrencies; the development and implementation of its digital asset treasury
strategy; and general working capital and operational expenditures. The timing and amount of the actual expenditures will depend on a
variety of factors, including market conditions and the availability of investment opportunities. We may, from time to time, issue securities
(including equity and debt securities) other than pursuant to this Prospectus Supplement.
Although we intend to expend the net proceeds from this offering as
set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be prudent or necessary, and
may vary materially from that set forth above. In addition, our management will have broad discretion with respect to the actual use of
the net proceeds from the offering. See “Risk Factors.”
DILUTION
If you invest in our common
stock in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price per
share of our common stock in this offering and the as adjusted net tangible book value per share of our common stock immediately after
this offering. Our net tangible book value as of March 31, 2025 was $(3,241,806) or approximately $(1.39) per share of common stock. Net tangible
book value per share represents the amount of total tangible assets (total assets less intangible assets) less total liabilities, divided
by the number of shares of our common stock outstanding as of March 31, 2025.
Our pro forma net
tangible book value as of March 31, 2025 was $(3,019,386.84), or approximately $(0.26) per share of our common stock, based upon
11,595,766 shares outstanding after giving effect to the issuance of 8,527,717 shares of our common stock subsequent to March 31,
2025 pursuant to the conversion and exercise of outstanding convertible notes and warrants, respectively, and the receipt of
$1,250,325.16 in aggregate proceeds from the exercise of such warrants.
Dilution in net tangible
book value per share to new investors participating in this offering represents the difference between the amount per share paid by purchasers
in this offering and the as adjusted net tangible book value per share of our common stock immediately after giving effect to this offering.
After giving effect to the sale of
shares of our common stock at the offering price of $ per share, and pre-funded warrants to purchase shares of common stock at the public offering price of $
per pre-funded warrant (which equals the public offering price of the common stock at which shares of our common stock are being sold
to the public in this offering less the $0.0001 per share exercise price of each such pre-funded warrant) (excluding shares of common
stock issuable upon exercise of the pre-funded warrants, any proceeds which may be received upon exercise of the pre-funded warrants or
any resulting accounting associated with the exercise of the pre-funded warrants) and after
deducting estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2025 would have been approximately
$ , or approximately $
per share of common stock. This represents an immediate decrease in net tangible book value of $
per share of common stock to our existing stockholders and immediate dilution in net tangible book value of $
per share of common stock to investors participating in this offering.
Dilution per share to new
investors is determined by subtracting as adjusted net tangible book value per share after this offering from the offering price per
share paid by new investors. The following table illustrates this per share dilution:
Offering price per share | |
| | | |
$ | | |
Historical net tangible book value per share as of March 31, 2025 | |
$ | (1.39 | ) | |
| | |
Pro forma increase in net tangible book value per share as of March 31, 2025 | |
$ | 1.13 | | |
| | |
Pro forma net tangible book value per share before this offering | |
$ | (0.26 | ) | |
| | |
Increase (decrease) in net tangible
book value per share attributed to new investors participating in this offering | |
| | | |
| | |
As adjusted net tangible book value
per share as of March 31, 2025, after giving effect to this offering | |
| | | |
| | |
Dilution per share to new investors participating in this offering | |
| | | |
$ | | |
Assuming the pre-funded warrants were immediately and fully exercised, this would result in an as adjusted net tangible book value, after
giving effect to this offering and warrant exercise, of $ per share. This represents an increase in net tangible
book value of $ per share to existing stockholders and dilution in net tangible book value per share of $ to new investors participating in this offering.
If the underwriter’s
option to purchase additional shares of common stock is exercised in full, based upon the public offering price of $ and
less the underwriting discounts and commissions, the as adjusted net tangible book value as of March 31, 2025, after giving effect to
the offering would, be $ , or $ per
share, the increase in the net tangible book value per share to existing stockholders would be $ per
share and the dilution to new investors would be $ per
share.
The information above
and in the foregoing table (other than the historical net tangible book value calculations) is based upon 11,595,766 shares of our
common stock outstanding as of March 31, 2025 (which includes an aggregate of 8,527,717
shares of common stock issued subsequent to March 31, 2025 and prior to the date of this prospectus supplement issued upon the
conversion of outstanding convertible notes and the exercise of outstanding warrants). The information above and in the foregoing
table excludes:
| ● | 6,649
shares of common stock issuable upon the exercise of stock options outstanding as of March
31, 2025, with a weighted-average exercise price of $3058.00 per share; |
| ● | 73,487
shares of common stock issuable upon exercise of warrants outstanding as of March 31, 2025,
which were issued in October 2024, with an initial exercise price of $3.78 per share (subject to
adjustment); |
| ● | 85,287
shares of common stock issuable upon exercise of warrants outstanding as of March 31, 2025,
which were issued in December 2024, with an initial exercise price of $3.257 per share (subject to
adjustment); |
| ● | 10,913
shares of common stock issuable upon exercise of pre-merger warrants outstanding as of March
31, 2025, with an exercise price of $4,600.00 per whole share; |
| ● | 870
shares of common stock and 791 warrants issuable upon exercise of the unit purchase option
outstanding as of March 31, 2025 held by the underwriter of the initial public offering of
our predecessor, Newborn, with an exercise price of $4,600.00 per unit of 1 1/10 shares and
one warrant to purchase one-half share at the exercise price of $4,600.00 per whole share,
and 396 shares of common stock issuable upon exercise of the 791 warrants; |
| | |
| ● | 10,000
shares of common stock issuable upon exercise of warrants outstanding as of March 31, 2025,
which were issued in our July 2022 offering, with an exercise price of $1,500.00 per share; |
| | |
| ● | 480,000
shares of common stock issuable upon exercise of Series A warrants outstanding as of March
31, 2025, which were issued in our February 2024 offering, with an exercise price of $20.00
per share; |
| | |
| ● | 30,000
shares of common stock issuable upon exercise of Series C warrants outstanding as of March
31, 2025, which were issued in our February 2024 offering, with an exercise price of $20.00
per share; |
| | |
| ● | 25,500
shares of common stock issuable upon exercise of warrants issued to the underwriters in our
February 2024 offering and outstanding as of March 31, 2025, with an exercise price of $20.00
per share; |
| ● | 1,492,722
shares of common stock issuable upon exercise of warrants issued in March 2025 and outstanding
as of the date of this prospectus supplement, with an initial exercise price of $2.02 per share (subject
to adjustment); |
| ● | 1,010,509
shares of common stock issuable upon exercise of warrants issued in April 2025 and outstanding
as of the date of this prospectus supplement, with an initial exercise price of $0.8261 per share
(subject to adjustment); |
| ● | 5,341,879
shares of common stock issuable upon exercise of warrants issued in May 2025 and outstanding
as of the date of this prospectus supplement, with an initial exercise price of $0.78 per share
(subject to adjustment); |
| ● | 11,000,004
shares of common stock issuable upon exercise of consultant warrants issued in May 2025,
with a weighted average exercise price of $1.26 per share; |
| ● | 55,398
shares of common stock reserved for future issuance as of March 31, 2025 under the 2020 Plan, as well as any automatic increases in the number
of shares of common stock reserved for future issuance thereunder; and |
| ● | Shares of common stock issuable upon the conversion of convertible notes with an aggregate principal amount of approximately $3.5 million
outstanding as of March 31, 2025 (after giving effect to (i) the issuance of approximately $1.4 million aggregate principal amount of
convertible notes in April 2025 and approximately $4.2 million aggregate principal amount of convertible notes in May 2025, and (ii) the
conversion of approximately $4.4 million aggregate principal amount of convertible notes subsequent to March 31, 2025 and prior to the
date of his prospectus supplement), with a weighted average conversion price of $0.99 per share (subject to adjustment). |
In addition, we may choose
to raise additional capital in the future through the sale of equity or convertible debt securities due to market conditions or strategic
considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that any of our
outstanding convertible notes, warrants or options are converted or exercised, as applicable, new options are issued under our equity
incentive plans or we issue additional shares of common stock or other equity or convertible debt securities in the future, there will
be further dilution to investors participating in this offering.
DIVIDEND POLICY
We have never declared or
paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. Any future determination
to pay dividends on our common stock will be at the discretion of our board of directors and will depend on our results of operations,
capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our
future debt agreements, and other factors that our board of directors may deem relevant.
DESCRIPTION OF WARRANTS
Pre-Funded Warrants
The following is a brief summary
of certain terms and conditions of the pre-funded warrants being offered in this offering. The following description is subject in all
respects to the provisions contained in the pre-funded warrant.
Form
The pre-funded warrants will be
issued as individual warrant agreements to investors. The form of pre-funded warrant will be filed as an exhibit to a Current Report on
Form 8-K that we expect to file with the SEC in connection with this offering.
Duration and Exercise Price
The pre-funded warrants offered
hereby will have an exercise price of $0.0001 per share. The pre-funded warrants will be immediately exercisable upon issuance and
may be exercised at any time until the pre-funded warrants are exercised in full. The exercise prices and numbers of shares of common
stock issuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar
events affecting our common stock. The pre-funded warrants will be issued in certificated form only.
Exercisability
The pre-funded warrants will
be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by
payment in full for the number of shares of our common stock purchased upon such exercise. A holder (together with its affiliates) may
not exercise any portion of such holder’s pre-funded warrants to the extent that the holder would own more than 4.99% (or 9.99%,
at the holder’s election) of our outstanding common stock immediately after exercise, except that upon notice from the holder to
us, the holder may decrease or increase the limitation of ownership of outstanding stock after exercising the holder’s pre-funded warrants
up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of the pre-funded warrants, provided that any increase in such limitation shall
not be effective until 61 days following notice to us.
Transferability
Subject to applicable laws, the
pre-funded warrants may be offered for sale, sold, transferred or assigned without our consent. The ownership of the pre-funded warrants
and any transfers of the pre-funded warrants will be registered in a warrant register maintained by the warrant agent. We will initially
act as warrant agent.
Exchange Listing
There is no established trading
market for the pre-funded warrants, and we do not expect a market to develop. We do not plan on applying to list the pre-funded warrants
on the Nasdaq Capital Market or any other national securities exchange or any nationally recognized trading system.
Fundamental Transactions
In the event of a fundamental
transaction, as described in the pre-funded warrants and generally including any merger, consolidation, reorganization, recapitalization
or reclassification of our common stock, the sale, or other disposition of all or substantially all of our properties or assets, our consolidation
or merger with or into another person, the acquisition of more than 50% of the voting power of our capital stock, the holders of the pre-funded
warrants will be entitled to receive upon exercise of the pre-funded warrants the same amount and kind of securities, cash or property
that the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction without
regard to any limitations on exercise contained in the pre-funded warrants.
Rights as a Stockholder
Except by virtue of such holder’s
ownership of shares of our common stock, the holder of a pre-funded warrant does not have the rights or privileges of a holder of our
common stock, including any voting rights or rights to receive dividends, until the holder exercises the pre-funded warrant
Underwriter Warrants
The following is a brief summary
of certain terms and conditions of the pre-funded warrants being offered in this offering. The following description is subject in all
respects to the provisions contained in the pre-funded warrant.
Form
The Underwriter Warrants will
be issued as individual warrant agreements to the underwriters. The form of Underwriter Warrant will be filed as an exhibit to a Current
Report on Form 8-K that we expect to file with the SEC in connection with this offering.
Duration and Exercise Price
Each Underwriter Warrant offered
hereby will have an initial exercise price equal to 110% of the price of common stock offered to by us pursuant to this offering. The
Underwriter Warrants will be immediately exercisable and will expire five years from the commencement of sales in this offering.
The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock
dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.
Exercisability
The Underwriter Warrants will be exercisable, at the
option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the
number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder
(together with its affiliates) may not exercise any portion of the Underwriter Warrant to the extent that the holder would own more than
4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder
to us, the holder may increase the amount of beneficial ownership of outstanding stock after exercising the holder’s Underwriter
Warrant up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of the Underwriter Warrants and in accordance with the rules and regulations of the
SEC.
Cashless Exercise
If, at the time a holder exercises its Underwriter
Warrants, a registration statement registering the issuance of the shares of common stock underlying the Underwriter Warrants under the
Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated
to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise
(either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Underwriter Warrants.
Fractional Shares
No fractional shares of common stock will be issued
upon the exercise of the Underwriter Warrants. Rather, the number of shares of common stock to be issued will be rounded to the nearest
whole number.
Transferability
Subject to applicable laws, an Underwriter Warrant
may be transferred at the option of the holder upon surrender of the Underwriter Warrant to us together with the appropriate instruments
of transfer.
Trading Market
There is no trading market available for the Underwriter
Warrants on any securities exchange or nationally recognized trading system, and we do not expect a trading market to develop. We do not
intend to list the Underwriter Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of
the Underwriter Warrants will be extremely limited. We plan to list the common stock issuable upon exercise of the Underwriter Warrants
on the Nasdaq Capital Market.
Right as a Stockholder
Except as otherwise provided in the Underwriter Warrants
or by virtue of such holder’s ownership of shares of our common stock, the holders of the Underwriter Warrants do not have the rights
or privileges of holders of our common stock, including any voting rights, until they exercise their Underwriter Warrants.
Fundamental Transaction
In the event of a fundamental transaction, as described
in the Underwriter Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the
sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into
another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner
of 50% of the voting power represented by our outstanding common stock, the holders of the Underwriter Warrants will be entitled to receive
upon exercise of the Underwriter Warrants the kind and amount of securities, cash or other property that the holders would have received
had they exercised the Underwriter Warrants immediately prior to such fundamental transaction. In addition, in the event of a fundamental
transaction which is approved by our Board, the holders of the Underwriter Warrants have the right to require us or a successor entity
to redeem the Underwriter Warrant for cash in the amount of the Black-Scholes value of the unexercised portion of the Underwriter
Warrant on the date of the consummation of the fundamental transaction. In the event of a fundamental transaction which is not approved
by our Board, the holders of the Underwriter Warrants have the right to require us or a successor entity to redeem the Underwriter Warrants
for the consideration paid in the fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the Underwriter
Warrant on the date of the consummation of the fundamental transaction.
UNDERWRITING
Lucid Capital Markets, LLC
(“Lucid”) is acting as the representative for the underwriters for this offering. Under the terms of an underwriting agreement,
which will be filed as an exhibit to a Current Report on Form 8-K to be incorporated into the registration statement to which this prospectus
supplement and the accompanying prospectus constitute a part, with respect to the shares being offered, each of the underwriters named
below has severally agreed to purchase from us the respective number of shares of common stock and pre-funded warrants shown opposite
its name below:
Underwriters | |
Number of Shares of
Common Stock | | |
Number of
Pre-Funded
Warrants | |
Lucid Capital Markets, LLC | |
| | | |
| | |
Total | |
| | | |
| | |
Delivery of the shares of
common stock and/or pre-funded warrants (other than any shares issued in connection with the underwriters’ exercise of its option
to purchase additional shares) is expected on or about ,
2025, against payment in immediately available funds and subject to customary closing conditions.
We have agreed to indemnify
the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters
may be required to make in respect of those liabilities.
Option to Purchase Additional Shares.
We have granted to the
underwriters an option to purchase up
to additional
shares of common stock and/or pre-funded warrants at the public offering price, less the underwriting discounts and commissions.
This option is exercisable for a period of 45 days. The underwriters may exercise this option solely for the purpose of covering
overallotments, if any, made in connection with the sale of common stock offered hereby.
Discounts and Commissions
The following table shows
the initial public offering price, underwriting discounts and commissions and proceeds, before expenses, to us. These amounts are shown
assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.
| |
| | |
| | |
Total | |
| |
Per Share | | |
Per Pre-Funded Warrant | | |
Without Over-Allotment Option | | |
With Over Allotment Option | |
Public offering price | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Underwriting discounts and commissions(1) | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Proceeds to us, before expenses | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
(1) | Includes an underwriting discount of 8.0%. |
We estimate that our total
expenses of this offering, excluding the estimated underwriting discounts and commissions, will be approximately $ ,
which includes up to $110,000 that we have agreed to reimburse the underwriter for the fees and expenses incurred by it in connection
with this offering.
No Sales of Similar Securities
Pursuant to certain ’‘lock-up’’ agreements,
our executive officers and directors have agreed, subject to certain exceptions, not to and will not cause or direct any of its affiliates
to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of or announce the intention to otherwise dispose of, or enter
into, or announce the intention to enter into any swap, hedge or similar agreement or arrangement (including, without limitation, the
purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction
or instrument, however described or defined) that transfers, is designed to transfer or reasonably could be expected to transfer (whether
by the stockholder or someone other than the stockholder) that transfers, in whole or in part, directly or indirectly the economic consequence
of ownership of, directly or indirectly, or make any demand or request or exercise any right with respect to the registration of, or file
with the SEC a registration statement under the Securities Act relating to, any common stock or securities convertible into
or exchangeable or exercisable for any common stock without the prior written consent of Lucid for a period of sixty (60) days after
the date of the closing of the offering.
Subsequent Equity Sales
Additionally, we have agreed
that for a period of forty-five (45) days following the date of closing of this offering, subject to certain exceptions outlined in
the underwriting agreement, that (1) we will not enter into any agreement to issue or announce the issuance of proposed issuance of any
shares of common stock or any common stock equivalents (as defined in the underwriting agreement); and (2) we will not effect or enter
into an agreement to effect any issuance of common stock or any common stock equivalents involving a variable rate transaction including,
among other things, an “at-the-market offering” agreement whereby we may issue securities at a future determined price regardless
of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled.
Tail Fee
In the event that we sell
securities to any investor whom Lucid had contacted in writing or introduced to us during the term of its engagement, within the twelve months
following the earlier of the expiration of the engagement of Lucid, subject to certain conditions and exceptions, we will pay Lucid the
cash compensation provided above, calculated in the same manner.
Underwriter Warrants
Upon closing of this offering,
we have agreed to issue to the Lucid or their designees Underwriter’s Warrants to purchase such number of shares of our common stock
equal to 5.0% of the aggregate number of shares of common stock (and shares underlying the pre-funded warrants) sold in this offering.
The Underwriter’s Warrants will be exercisable at price equal to 110% of the public offering price per share of common stock sold
in this offering. The Underwriter’s Warrants are exercisable immediately upon issuance for five years from the date of the commencement
of sales in this offering.
Other Relationships
In the ordinary course of
their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for
the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates.
The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions
in such securities and instruments.
LEGAL MATTERS
Certain legal matters in
connection with this offering and the validity of the securities offered by this prospectus supplement will be passed upon for us by
Baker & Hostetler LLP, Los Angeles, California. Lucid Capital Markets, LLC has been represented in connection with this offering by Ellenoff Grossman & Schole LLP, New York, New
York.
EXPERTS
The financial
statements of Nuvve Holding Corp. as of December 31, 2024 and 2023, and for each of the two years in the period ended December 31, 2024,
incorporated by reference in this Prospectus, have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of
such firm given their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a shelf registration statement on Form S-3 under the Securities Act with respect to the Common Stock we are offering by this prospectus
supplement. This prospectus supplement does not contain all of the information included in the registration statement. For further information
pertaining to us and our Common Stock, you should refer to the registration statement and to its exhibits. Whenever we make reference
in prospectus supplement to any of our contracts, agreements or other documents, the references are not necessarily complete, and you
should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
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 website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at
www.nuvve.com. The information contained in, or accessible through, our website, however, should not be considered a part of this prospectus
supplement or the accompanying prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” information into this prospectus supplement. This means that we can disclose important information about us and our
financial condition to you by referring you to other documents filed separately with the SEC. The information incorporated by reference
is considered to be a part of this prospectus supplement, except any information that is superseded by information that is included in
a document subsequently filed with the SEC.
This prospectus supplement
incorporates by reference the documents listed below that we have previously filed with the SEC and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until the termination of
the offering of securities covered by this prospectus supplement, except that we are not incorporating by reference any information furnished
(and not filed) with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished
pursuant to Item 9.01 of Form 8-K:
| ● | Our Annual Report on Form
10-K for the fiscal year ended December 31, 2024, filed on March 31, 2025; |
| ● | Our Quarterly Report on Form
10-Q for the quarter ended March 31, 2025, filed on May 15, 2025; |
| ● | Our Current Reports on Form 8-K filed on January
7, 2025, January 15, 2025, January
16, 2025, January 27, 2025, January
30, 2025, February 4, 2025, February
5, 2025; February 5, 2025, February
6, 2025, February 7, 2025, February
11, 2025, February 24, 2025, March
3, 2025, March 11, 2025, April
7, 2025, April 11, 2025, April
16, 2025, April 21, 2025, April
29, 2025, April 30, 2025, May
9, 2025; May 13, 2025, May
22, 2025, June 5, 2025, June
26, 2025 and July 3, 2025; |
| ● | Our Definitive Proxy Statement on Schedule 14A and accompanying additional proxy materials, filed on July 9, 2025; and |
| ● | The description of our common stock contained in our Current Report on Form 8-K12B, filed on March
25, 2021 and amended on March
26, 2021, including any amendments or reports filed for the purpose of updating such description. |
Any statement contained
in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein will be deemed to be modified
or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified will not be deemed to constitute
a part hereof, except as so modified, and any statement so superseded will not be deemed to constitute a part hereof.
A copy of any document
incorporated by reference in this prospectus supplement may be obtained at no cost by writing or telephoning us at the following address
and telephone number:
Nuvve Holding Corp.
2488 Historic Decatur Road, Suite 230
San Diego, CA 92106
Attention: Corporate Secretary
(619) 456-5161
We maintain a website at
www.nuvve.com. Information about us, including our reports filed with the SEC, is available through that site. Such reports are accessible
at no charge through our website and are made available as soon as reasonably practicable after such material is filed with or furnished
to the SEC. Our website and the information contained on that website, or connected to that website, are not incorporated by reference
in this prospectus supplement or accompanying prospectus.
You should rely only on
the information incorporated by reference or set forth in this prospectus supplement and the accompanying prospectus. We have not authorized
anyone else to provide you with different information. We are offering these securities only in states where the offer is permitted.
You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other
than the dates on the front pages of these documents.
PROSPECTUS

Nuvve Holding Corp.
$300,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
This prospectus provides
a general description of the common stock, preferred stock, debt securities, warrants and units that we may offer from time to time.
Each time we offer and
sell securities, we will file a supplement to this prospectus that contains specific information about the offering and the amounts,
prices, and terms of the securities. Each supplement may also add, update, or change information contained in this prospectus with respect
to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our
securities.
We may offer and sell these
securities to or through one or more agents, underwriters, dealers, or other third parties, “at the market,” to or through
a market maker, into an existing trading market, or otherwise directly to one or more purchasers on a continuous or delayed basis or
through a combination of methods of sale. If agents, underwriters, or dealers are used to sell our securities, we will name them and
describe their compensation in a prospectus supplement. The price to the public of our securities and the net proceeds from the sale
of such securities will also be set forth in a prospectus supplement. You should carefully read this prospectus and any accompanying
prospectus supplement, together with the documents we incorporate by reference, before you invest in our securities. The aggregate offering
price of the securities we sell pursuant to this prospectus will not exceed $300,000,000.
Our common stock is listed
on the Nasdaq Capital Market under the symbol “NVVE”. On June 27, 2025, the last reported sales price of our Common Stock
was $0.8713 per share.
As of June 27, 2025, the
aggregate market value of our voting and non-voting common stock held by non-affiliates pursuant to General Instruction I.B.6. of Form
S-3 was approximately $28.95 million, which was calculated based on 10,438,022 shares of our common stock outstanding held by non-affiliates
and at a price of $2.78 per share, the closing price of our common stock on May 9, 2025, which was the highest closing sale price of
our common stock on the Nasdaq Capital Market within 60 days of the filing date of this registration statement. Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus supplement with a value of more than one-third of the
aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our
common stock held by non-affiliates is less than $75.0 million. We have sold an aggregate of $599,847.45 of shares of common stock pursuant
to General Instruction I.B.6 of Form S-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus
supplement. As a result, we are currently eligible to offer and sell up to an aggregate of approximately $9.05 million of our securities
pursuant to General Instruction I.B.6 of Form S-3.
We may supplement this prospectus
from time to time by filing supplements as required. You should read the entire prospectus and any applicable prospectus supplements
carefully before you make your investment decision.
Investing in our
securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus, as well as the
other information contained in or incorporated by reference in this prospectus or in any accompanying prospectus supplement before
making a decision to invest in our securities.
You should rely only
on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide
you with different information.
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 July 7,
2025.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS |
ii |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
iii |
SUMMARY |
1 |
RISK FACTORS |
4 |
USE OF PROCEEDS |
5 |
DESCRIPTION OF CAPITAL STOCK |
6 |
DESCRIPTION OF DEBT SECURITIES |
9 |
DESCRIPTION OF WARRANTS |
16 |
DESCRIPTION OF UNITS |
17 |
DIVIDEND POLICY |
18 |
PLAN OF DISTRIBUTION |
19 |
LEGAL MATTERS |
22 |
EXPERTS |
22 |
WHERE YOU CAN FIND MORE INFORMATION |
22 |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE |
23 |
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, we may, from time to time, sell any combination of the securities described in this prospectus
in one or more offerings.
The types of securities that we may offer and
sell from time to time by this prospectus are:
| ● | debt
securities, which may be senior or subordinated and secured or unsecured; |
| ● | warrants
entitling the holders to purchase common stock, preferred stock or debt securities; and |
We may sell these securities either separately
or in units. The preferred stock may be convertible into shares of our common stock or another series of preferred stock. This prospectus
provides a general description of the securities that may be offered. Each time we sell securities, we will provide a supplement to this
prospectus that contains specific information about the offering and the specific terms of the securities being offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE
A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
You should rely only on the information provided
in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement.
We have not authorized anyone to provide you with different or additional information or to make any representations other than those
contained in this prospectus or any applicable prospectus supplement. We do not take responsibility for, and can provide no assurance
as to the reliability of, any other information that others may give you. You should not assume that the information in this prospectus
or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of
this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations,
and prospects may have changed. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted.
We may also provide a prospectus supplement or
post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus.
You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement
together with the information incorporated by reference herein or therein. For general information about the distribution of securities
offered, please see “Plan of Distribution,” below. You should read both this prospectus and any prospectus supplement,
together with the additional information described in “Information Incorporated by Reference” and “Where
You Can Find More Information,” before you make any investment decisions regarding the securities. You may obtain the information
incorporated by reference into this prospectus without charge by following the instructions under “Information Incorporated
by Reference” and “Where You Can Find More Information,” below.
This prospectus summarizes certain documents
and other information, and we refer you to them for a more complete understanding of what we discuss in this prospectus. All of the summaries
are qualified in their entirety by the actual documents. In making an investment decision, you must rely on your own examination of our
Company and the terms of the offering and the securities, including the merits and risks involved.
We are not making any representation to any purchasers
of our securities regarding the legality of an investment in our securities by such purchasers. You should not consider any information
in this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor or tax advisor for legal,
business and tax advice regarding an investment in our securities.
Unless the context indicates otherwise, references
in this prospectus to the “Company,” “Nuvve” “we,” “us,” “our” and similar
terms refer to Nuvve Holding Corp., and, where appropriate, its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, any prospectus supplement and
any related free writing prospectus, including the information incorporated by reference herein and therein, contains or may contain
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”) that involve substantial risks and
uncertainties. These forward-looking statements depend upon events, risks and uncertainties that may be outside of our control.
All statements, other than statements related to present facts or current conditions or of historical facts, contained in this prospectus,
any prospectus supplement and any related free writing prospectus, including the information incorporated by reference herein and therein,
including statements regarding our strategy, future operations, future financial position, future revenues, and projected costs, prospects,
plans and objectives of management, are forward-looking statements. Accordingly, these statements involve estimates, assumptions and
uncertainties which could cause actual results to differ materially from those expressed in them. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” or the negative of these terms or other comparable
terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. Any forward-looking statements are qualified in their entirety by reference to the factors discussed under the heading “Risk
Factors” in this prospectus, any prospectus supplement and any related free writing prospectus, or the documents incorporated by
reference herein.
Forward-looking statements involve a number of
risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements.
Important factors that could cause such differences include, but are not limited to: risks related to the rollout of our business and
the timing of expected business milestones; our dependence on widespread acceptance and adoption of electric vehicles and increased installation
of charging stations; our ability to maintain effective internal controls over financial reporting, including the remediation of identified
material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls
to, its financial record keeping system, and our accounting staffing levels; our current dependence on sales of charging stations for
most of our revenues; overall demand for electric vehicle charging and the potential for reduced demand if governmental rebates, tax
credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of electric vehicles
or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are
reduced, modified or eliminated; potential adverse effects on our backlog, revenue and gross margins if customers increasingly claim
clean energy credits and, as a result, they are no longer available to be claimed by us; the effects of competition on our future business;
risks related to our dependence on its intellectual property and the risk that our technology could have undetected defects or errors;
the risk that we conduct a portion of our operations through a joint venture exposes us to risks and uncertainties, many of which are
outside of our control; changes in applicable laws or regulations; risks related to disruption of management time from ongoing business
operations due to our joint ventures; risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data;
the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and the risks identified under
“Risk Factors” described or incorporated by reference in this prospectus.
We caution you not to rely on forward-looking
statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement
is made. Forward-looking statements set forth herein speak only as of the date of this prospectus or the documents incorporated by reference
in this prospectus, as applicable. Forward-looking statements are not guarantees of performance. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. Other sections of this prospectus and the documents incorporated by reference
herein describe additional factors that could adversely affect our business, financial condition or results of operations. We believe
these factors include, but are not limited to, those described or incorporated by reference under “Risk Factors”.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements that are included or incorporated by reference in this prospectus
or any applicable prospectus supplement. We operate in a very competitive and rapidly changing environment. New risks emerge from time
to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements we may make. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of
new information or future developments, except as otherwise required by law.
SUMMARY
This summary highlights selected information
appearing elsewhere in or incorporated by reference into this prospectus. Because it is a summary, it may not contain all of the information
that may be important to you. To understand this offering fully, you should read this entire prospectus and the documents incorporated
by reference herein carefully, including the information referenced under the heading “Risk Factors” and in our financial
statements, together with any accompanying prospectus supplement. Unless otherwise indicated or the context otherwise requires, all references
in this prospectus to “we, ““us,” “our,” the “Company,” “Nuvve” and similar
terms refer to Nuvve Holding Corp. and its consolidated subsidiaries.
Overview
We are a green energy technology company
that provides, directly and through business ventures with our partners, a globally-available, commercial V2G technology platform that
enables EV batteries to store and resell unused energy back to the local electric grid and provide other grid services. Our proprietary
V2G technology — Grid Integrated Vehicle (“GIVe”) platform — has the potential to refuel the next generation
of EV fleets through cutting-edge, bi-directional charging solutions.
Our proprietary V2G technology enables
us to link multiple EV and stationary batteries into a virtual power plant to provide bi-directional services to the electrical grid.
Our GIVe software platform was created to harness capacity from “loads” at the edge of the distribution grid (i.e., aggregation
of EVs and stationary batteries) in a qualified, controlled and secure manner to provide many of the grid services offered by conventional
generation sources (i.e., coal and natural gas plants). Our current addressable energy and capacity markets include grid services such
as frequency regulation, demand charge management, demand response, energy optimization, distribution grid services and energy arbitrage.
Our customers and partners include
owner/operators of light duty fleets, heavy duty fleets (including school buses), automotive manufacturers, charge point operators, large
facility owners (V2G Hubs), and strategic partners (via joint ventures, other business ventures and special purpose financial vehicles).
We also operate a small number of company-owned charging stations serving as demonstration projects funded by government grants. We expect
growth in company-owned charging stations and the related government grant funding to continue, but for such projects to constitute a
declining percentage of our future business as our commercial operations expand.
We offer our customers networked charging
stations, infrastructure, software, professional services, support, monitoring and parts and labor warranties required to run electric
vehicle fleets, as well as low and in some cases free energy costs. We expect to generate revenue primarily from the provision of services
to the grid via our GIVe software platform and sales of V2G-enabled charging stations. In the case of light duty fleet and heavy duty
fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In
addition, we may generate non-recurring consulting and engineering services revenue derived from the planning and integration of electrification
of transportation projects, energy management projects and the integration of our technology with automotive OEMs and charge point operators.
In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, we may also
share the recurring grid services revenue with the customer.
Implications of Being an Emerging Growth Company
and a Smaller Reporting Company
We are an “emerging growth company,”
as defined in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” As an emerging growth company, we are eligible
to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
emerging growth companies. These include, but are not limited to:
| ● | not
being required to comply with the auditor attestation requirements in the assessment of our
internal control over financial reporting; |
| ● | not
being required to comply with any requirement that may be adopted by the Public Company Accounting
Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors’
report providing additional information about the audit and the financial statements; |
| ● | reduced
disclosure obligations regarding executive compensation; and |
| ● | exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. |
Additionally, under the JOBS Act, an
emerging growth company can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until
such time as those standards apply to private companies. We irrevocably elected to avail ourselves of this exemption from new or revised
accounting standards, and, therefore, are not subject to the same new or revised accounting standards as public companies who were not
emerging growth companies.
We will remain an emerging growth company until
the earliest of (i) the last day of the fiscal year in which the market value of our Common Stock that is held by non-affiliates exceeds
$700.0 million as of June 30th of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue
of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion
in non-convertible debt in the prior three-year period, and (iv) the last day of the fiscal year following the fifth anniversary of the
date of the first sale of equity securities of Newborn (our predecessor) in its initial public offering, or December 31, 2025.
We are also a “smaller reporting company”
as defined in the Exchange Act, and have elected to take advantage of certain of the scaled disclosures available to smaller reporting
companies. To the extent that we continue to qualify as a “smaller reporting company” as such term is defined in Rule 12b-2
under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an “emerging
growth company” may continue to be available to us, including exemption from compliance with the auditor attestation requirements
pursuant to the Sarbanes-Oxley Act and reduced disclosure about our executive compensation arrangements. We will continue to be a “smaller
reporting company” until we have $250 million or more in public float (based on our Common Stock) measured as of the last business
day of our most recently completed second fiscal quarter or, in the event we have no public float (based on our Common Stock) or a public
float (based on our Common Stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed
fiscal year.
Corporate Information
We were formed on November 10, 2020
under the name “NB Merger Corp.” as a wholly-owned subsidiary of Newborn Acquisition Corp. (“Newborn”) for the
purpose of effecting a business combination (the “Business Combination”) with Newborn and Nuvve Corporation (“Nuvve
Corp.”). On March 19, 2021, we consummated the Business Combination in accordance with the terms of that certain Merger Agreement,
dated as of November 11, 2020, and amended as of February 20, 2021, between us, Newborn, Nuvve Corp., Nuvve Merger Sub Inc., a Delaware
corporation and wholly-owned subsidiary of ours (“Merger Sub”), and Ted Smith, an individual, as the representative of the
stockholders of Nuvve Corp. (the “Merger Agreement”). Prior to the Business Combination, Newborn was a publicly traded special
purpose acquisition corporation, we were a wholly owned subsidiary of Newborn, and Nuvve Corp. was a private operating company. On the
closing date of the Business Combination, pursuant to the Merger Agreement, (i) Newborn reincorporated to Delaware through the merger
of Newborn with and into our company, with our company surviving as the publicly traded entity (the “Reincorporation Merger”),
and (ii) immediately after the Reincorporation Merger, we acquired Nuvve Corp. through the merger of Merger Sub with and into Nuvve Corp.,
with Nuvve Corp. surviving as the wholly-owned subsidiary of ours (the “Acquisition Merger”). As a result, we became a publicly
traded holding company with Nuvve Corp. as our operating subsidiary. In connection with the closing of the Business Combination, we changed
our name to “Nuvve Holding Corp.”
Nuvve Corp. was incorporated in Delaware
on October 15, 2010 under the name “Nuvve Corporation.” Nuvve was formed for the purpose of providing, directly and through
business ventures with its partners, its V2G technology platform that enables EV batteries to store and resell unused energy back to
the local electric grid and provide other grid services. Newborn was incorporated in the Cayman Islands on April 12, 2019 under the name
“Newborn Acquisition Corp.” Newborn was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination with one or more businesses.
Our principal executive offices are
located at 2488 Historic Decatur Road, Suite 230, San Diego, California 92106. Our telephone number is (619) 456-5161. Our website address
is www.nuvve.com. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference
into, this prospectus or the Registration Statement of which it forms a part.
The Securities That May Be Offered
We may offer or sell common stock,
preferred stock, debt securities, warrants and units in one or more offerings and in any combination. The aggregate offering price of
the securities we sell pursuant to this prospectus will not exceed $300,000,000. Each time securities are offered with this prospectus,
we will provide a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered and
the net proceeds we expect to receive from that sale.
The securities may be sold from time
to time pursuant to underwritten public offerings, negotiated transactions, block trades, “at the market” offerings into
an existing trading market, subscription rights offering, or a combination of these methods, to or through underwriters, dealers or agents
or directly to purchasers or as otherwise set forth in the section of this prospectus captioned “Plan of Distribution”
or in any applicable prospectus supplement. Each prospectus supplement will set forth the names of any underwriters, dealers, agents
or other entities involved in the sale of securities described in that prospectus supplement and any applicable fee, commission or discount
arrangements with them.
Common Stock
We may offer shares of our common stock,
par value $0.0001 per share, either alone or underlying other registered securities convertible into our common stock. Holders of our
common stock are entitled to receive dividends declared by our board of directors out of assets or funds legally available for the payment
of dividends, subject to rights, if any, of preferred stockholders. The holders of common stock have no preemptive rights.
Preferred Stock
Our board of directors has the authority,
subject to limitations prescribed by Delaware law and our restated certificate of incorporation, to issue up to 1,000,000 shares of preferred
stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation,
powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case
without further vote or action by our stockholders. Each series of preferred stock offered by us will be more fully described in the
particular prospectus supplement that will accompany this prospectus, including redemption provisions, rights in the event of our liquidation,
dissolution or winding up, voting rights and rights to convert into common stock.
Debt Securities
We may offer one or more series of
senior or subordinated debt. The senior debt securities and the subordinated debt securities are together referred to in this prospectus
as the “debt securities.” The debt securities may be issued in one or more series with the same or various maturities at
par, at premium or at a discount. Unless otherwise specified in a prospectus supplement, the debt securities will be our direct, unsecured
obligations. The subordinated debt securities generally will be entitled to payment only after payment of our senior debt. Senior debt
generally includes all debt for money borrowed by us, except debt that is stated in the instrument governing the terms of that debt not
to be senior to, or to have the same rank in right of payment as, or to be expressly junior to, the subordinated debt securities. We
may issue debt securities that are convertible into shares of our common stock.
The debt securities will be issued
under an indenture between us and a trustee to be identified in an accompanying prospectus supplement. We have summarized the general
features of the debt securities to be governed by the form of indenture in this prospectus and the form of indenture has been filed as
an exhibit to the registration statement of which this prospectus forms a part. We encourage you to read the indenture.
Warrants
We may offer warrants for the purchase
of common stock, preferred stock or debt securities. We may offer warrants independently or together with other securities.
Units
We may offer units comprised of one
or more of the other classes of securities described in this prospectus in any combination. Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit.
RISK FACTORS
An investment in our securities involves a high
degree of risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable
to an investment in our securities. Prior to making a decision about investing in our securities, you should carefully consider the specific
factors discussed under the heading “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus,
together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated
by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk
Factors,” in our most recent Annual Report on Form 10-K and any updates described in our Quarterly Reports on Form 10-Q, all of
which are incorporated herein by reference, and may be amended, supplemented or superseded from time to time by other reports we file
with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described
are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may
also affect our operations. Past performance may not be a reliable indicator of future performance, and historical trends should not
be used to anticipate results or trends in future periods. The occurrence of any of these known or unknown risks could adversely affect
our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities, and
the occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.
For more information about our SEC filings, please
see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement
accompanying this prospectus, the net proceeds from the sale by us of the securities to which this prospectus relates will be used for
general corporate purposes. Net proceeds may be temporarily invested prior to use. When we offer and sell the securities to which this
prospectus relates, the prospectus supplement related to such offering will set forth our intended use of the proceeds, if any, received
from the sale of such securities.
DESCRIPTION OF CAPITAL STOCK
The following description of our common stock
is a summary and is qualified in its entirety by reference to our restated certificate of incorporation, as amended (“Certificate
of Incorporation”) and amended and restated bylaws (“Bylaws”), copies of which have been filed with the SEC and are
incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and by applicable law.
General
As of the date of this prospectus, our authorized
capital stock consists of 200,000,000 shares of common stock, par value $0.0001 per share and 1,000,000 shares of preferred stock, par
value $0.0001 per share. As of June 16, 2025, we had 10,438,022 shares of our common stock issued and outstanding.
Common Stock
Voting Rights. Each holder of common stock
is entitled to one vote for each share held of record on all matters to be voted upon by stockholders. The common stock does not have
cumulative voting rights.
Dividends. Subject to the preferences
that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled
to receive such dividends as may be declared from time to time by the board of directors out of funds legally available therefor.
Liquidation, Dissolution and Winding Up.
Subject to the rights, powers and preferences of any outstanding preferred stock, in the event of liquidation, dissolution or winding
up of the company to holders of outstanding shares of our common stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference of any then outstanding shares of preferred stock.
Other Rights. Holders of common stock
have no conversion, preemptive or other subscription rights. There are no redemption or sinking fund provisions applicable to the common
stock.
Preferred Stock
Our board of directors is authorized, subject
to limitations prescribed by Delaware law, to issue up to 1,000,000 shares of preferred stock in one or more series without stockholder
approval. Our board of directors may designate the powers, designations, preferences, and relative participation, optional or other rights,
if any, and the qualifications, limitations or restrictions of the shares of each series of preferred stock, including dividend rights,
conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms and the number of shares constituting
any series or the designation or any series. The rights, preferences, rights and restrictions of the preferred stock of each series will
be fixed by the certificate of designation relating to that series. There are no restrictions presently on the repurchase or redemption
of any shares of our preferred stock.
A series of our preferred stock could, depending
on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. Our board of directors will make
any determination to issue preferred shares based upon its judgment as to the best interests of our stockholders. Our directors, in so
acting, could issue preferred stock having terms that could discourage an acquisition attempt through which an acquirer may be able to
change the composition of our board of directors, including a tender offer or other transaction that some, or a majority, of our stockholders
might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then-current market
price of the stock.
The issuance of shares of preferred stock will
affect, and may adversely affect, the rights of holders of common stock. It is not possible to state the actual effect of the issuance
of any shares of preferred stock on the rights of holders of common stock until our board of directors determines the specific rights
attached to that preferred stock. The effects of issuing additional preferred stock could include one or more of the following:
| ● | restricting
dividends on the common stock; |
| ● | diluting
the voting power of the common stock; |
| ● | impairing
the liquidation rights of the common stock; |
| ● | delaying
or preventing changes in control or management of our company. |
Certain Provisions of Our Certificate of Incorporation
and Bylaws and Delaware Law
Some provisions of Delaware law and our Certificate
of Incorporation and Bylaws contain provisions that could make the following transactions more difficult:
| ● | acquisition
of us by means of a tender offer; |
| ● | acquisition
of us by means of a proxy contest or otherwise; or |
| ● | removal
of our incumbent officers and directors. |
Those provisions, summarized below, are expected
to discourage coercive takeover practices and inadequate takeover bids and to promote stability in our management. These provisions are
also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.
Certificate of Incorporation and Bylaws
Our Certificate of Incorporation and our Bylaws
provide for the following:
Staggered Board. Our Certificate of Incorporation
provides that our board shall be divided into three classes with only one class of directors being elected in each year and each class
serving a three-year term. The number of directors in each class shall be as nearly equal as possible. As a result, in most circumstances,
a person can gain control of our board of directors only by successfully engaging in a proxy contest at two or more annual or special
meetings.
Because our board of directors is classified,
directors may be removed only for cause. Further, our Certificate of Incorporation provides for the removal of directors for cause only
by the affirmative vote of at least 66-2/3% of the total voting power of all the then outstanding shares of voting stock entitled to
vote generally in the election of directors, voting together as a single class (other than those directors elected by the holders of
any series of preferred stock, who shall be removed pursuant to the terms of such preferred stock).
Stockholder Meetings. Our Bylaws provide
that in general a special meeting of stockholders may be called only by our board of directors, the chairman of our board of directors,
or our Chief Executive Officer.
Requirements for Advance Notification of Stockholder
Nominations and Proposals. Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination
of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee
of the board of directors.
Limits on Ability of Stockholders to Act by
Written Consent. We have provided in our Bylaws that our stockholders may not act by written consent. This limit on the ability of
our stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, a holder
controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our
stockholders called in accordance with our bylaws.
Amendment of Certificate of Incorporation
and Bylaws. The amendment of the above provisions of our Certificate of Incorporation and Bylaws requires approval by holders of
at least 66-2/3% of our outstanding capital stock entitled to vote generally in the election of directors.
Delaware Anti-Takeover Statute
We are subject to the provisions
of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly-held
Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period
of three years following the date the person became an interested stockholder unless:
| ● | prior
to the date of the transaction, the board of directors of the corporation approved either
the business combination or the transaction which resulted in the stockholder becoming an
interested stockholder; |
| ● | upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the voting stock of the corporation outstanding
at the time the transaction commenced, excluding for purposes of determining the voting stock
outstanding, but not for determining the outstanding voting stock owned by the interested
stockholder, (i) shares owned by persons who are directors and also officers, and (ii) shares
owned by employee stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a tender or exchange
offer; or |
| ● | at
or subsequent to the date of the transaction, the business combination is approved by the
board of directors of the corporation and authorized at an annual or special meeting of stockholders,
and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding
voting stock which is not owned by the interested stockholder. |
Generally, a business combination includes a
merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder
is a person who, together with affiliates and associates, owns 15% or more of a corporation’s outstanding voting stock or is an
affiliate or associate of a corporation and was the owner of 15% or more of the corporation’s outstanding voting stock within three
years prior to the determination of interested stockholder status.
Choice of Forum
Our Certificate of Incorporation and our Bylaws
require that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or,
in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state
courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative
action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current
or former directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim against us arising pursuant
to any provision of the Delaware General Corporation Law, or Certificate of Incorporation or our Bylaws, (iv) any action or proceeding
to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or our Bylaws (including any right, obligation,
or remedy thereunder) or (v) any action asserting a claim against us governed by the internal affairs doctrine. These provisions will
not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act, or any other claim for which
the federal courts have exclusive jurisdiction. To the fullest extent permitted by law, claims made under the Securities Act must be
brought in federal district court. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Transfer Agent and Registrar
The transfer agent and registrar for our common
stock is Continental Stock Transfer & Trust Company located at 1 State Street, 30th Floor, New York, NY 10004.
Listing
Our common stock is listed on the Nasdaq Capital
Market under the symbol “NVVE.”
DESCRIPTION OF DEBT SECURITIES
The following description, together with the
additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions of the debt
securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will describe the
specific terms of the series in a supplement to this prospectus. We will indicate in the supplement to what extent the general terms
and provisions described in this prospectus apply to a particular series of debt securities.
We may issue debt securities either separately,
or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities
may be our senior or subordinated obligations and, unless otherwise specified in a supplement to this prospectus, the debt securities
will be our direct, unsecured obligations and may be issued in one or more series. We may issue debt securities that are convertible
into shares of our common stock.
The debt securities will be issued under an indenture
between us and a trustee to be specified in an accompanying prospectus supplement. We have summarized select portions of the indenture
below. The summary is not complete. The form of the indenture has been filed as an exhibit to the registration statement of which this
prospectus forms a part and you should read the indenture for provisions that may be important to you. Capitalized terms used in the
summary and not defined herein have the meanings specified in the indenture.
General
The terms of each series of debt securities will
be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in a resolution
of our board of directors, in an officer’s certificate, or by a supplemental indenture. The particular terms of each series of
debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement or term sheet).
In addition, any changes to the description below also will be set forth in the applicable prospectus supplement.
We can issue an unlimited amount of debt securities
under the indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. We
will set forth in a prospectus supplement (including any pricing supplement or term sheet) relating to any series of debt securities
being offered the aggregate principal amount and the following terms of the debt securities, if applicable:
| ● | the
title and ranking of the debt securities (including the terms of any subordination provisions); |
| ● | the
price or prices (expressed as a percentage of the principal amount) at which we will sell
the debt securities; |
| ● | any
limit upon the aggregate principal amount of the debt securities; |
| ● | the
date or dates on which the principal of the securities of the series is payable; |
| ● | the
rate or rates (which may be fixed or variable) per annum or the method used to determine
the rate or rates (including any commodity, commodity index, stock exchange index or financial
index) at which the debt securities will bear interest, the date or dates from which interest
will accrue, the date or dates on which interest will commence and be payable and any regular
record date for the interest payable on any interest payment date; |
| ● | the
place or places where principal of, and interest, if any, on the debt securities will be
payable (and the method of such payment), where the securities of such series may be surrendered
for registration of transfer or exchange, and where notices and demands to us in respect
of the debt securities may be delivered; |
| ● | the
period or periods within which, the price or prices at which and the terms and conditions
upon which we may redeem the debt securities; |
| ● | any
obligation we have to redeem or purchase the debt securities pursuant to any sinking fund
or analogous provisions or at the option of a holder of debt securities and the period or
periods within which, the price or prices at which and the terms and conditions upon which
securities of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation; |
| ● | the
dates on which and the price or prices at which we will repurchase debt securities at the
option of the holders of debt securities and other detailed terms and provisions of these
repurchase obligations; |
| ● | the
denominations in which the debt securities will be issued, if other than denominations of
$1,000 and any integral multiple thereof; |
| ● | whether
the debt securities will be issued in the form of certificated debt securities or global
debt securities; |
| ● | the
portion of principal amount of the debt securities payable upon declaration of acceleration
of the maturity date, if other than the principal amount; |
| ● | the
currency of denomination of the debt securities, which may be United States dollars or any
foreign currency, and if such currency of denomination is a composite currency, the agency
or organization, if any, responsible for overseeing such composite currency; |
| ● | the
designation of the currency, currencies or currency units in which payment of principal of,
and premium and interest on the debt securities will be made; |
| ● | if
payments of principal of, or premium or interest on the debt securities will be made in one
or more currencies or currency units other than those in which the debt securities are denominated,
the manner in which the exchange rate with respect to these payments will be determined; |
| ● | the
manner in which the amounts of payment of principal of, and premium, if any, or interest
on the debt securities will be determined, if these amounts may be determined by reference
to an index based on a currency or currencies or by reference to a commodity, commodity index,
stock exchange index or financial index; |
| ● | any
provisions relating to any security provided for the debt securities; |
| ● | any
addition to, deletion of or change in the Events of Default described in this prospectus
or in the indenture with respect to the debt securities and any change in the acceleration
provisions described in this prospectus or in the indenture with respect to the debt securities; |
| ● | any
addition to, deletion of or change in the covenants described in this prospectus or in the
indenture with respect to the debt securities; |
| ● | any
depositaries, interest rate calculation agents, exchange rate calculation agents or other
agents with respect to the debt securities; |
| ● | any
other terms of the debt securities, which may supplement, modify or delete any provision
of the indenture as it applies to that series, including any terms that may be required under
applicable law or regulations or advisable in connection with the marketing of the securities;
and |
| ● | whether
any of our direct or indirect subsidiaries will guarantee the debt securities of that series,
including the terms of subordination, if any, of such guarantees. |
We may issue debt securities that provide for
an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to
the terms of the indenture. We will provide you with information on the federal income tax considerations and other special considerations
applicable to any of these debt securities in the applicable prospectus supplement.
If we denominate the purchase price of any of
the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any premium and
interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will
provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect
to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus
supplement.
Transfer and Exchange
Each debt security will be represented by either
one or more global securities registered in the name of a clearing agency registered under the Exchange Act, which we refer to as the
depositary, or a nominee of the depositary (we will refer to any debt security represented by a global debt security as a “book-entry
debt security”), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated
security as a “certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth under
the heading “Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable
in certificated form.
Certificated Debt Securities
You may transfer or exchange certificated debt
securities at any office we maintain for this purpose in accordance with the terms of the indenture. No service charge will be made for
any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with a transfer or exchange.
You may effect the transfer of certificated debt
securities and the right to receive the principal of, and premium and interest on certificated debt securities only by surrendering the
certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new
holder or the issuance by us or the trustee of a new certificate to the new holder.
Global Debt Securities and Book-Entry System
Each global debt security representing book-entry
debt securities will be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of
the depositary.
Covenants
We will set forth in the applicable prospectus
supplement any restrictive covenants applicable to any issue of debt securities.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge with or
into, or convey, transfer or lease all or substantially all of our properties and assets to any person, which we refer to as a successor
person, unless:
| ● | we
are the surviving corporation or the successor person (if other than us) is a corporation
organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly
assumes our obligations on the debt securities and under the indenture; and |
| ● | immediately
after giving effect to the transaction, no Default or Event of Default, shall have occurred
and be continuing |
Notwithstanding the above, any of our subsidiaries
may consolidate with, merge into or transfer all or part of its assets or properties to us.
Events of Default
“Event of Default” means with respect
to any series of debt securities, any of the following:
| ● | default
in the payment of any interest upon any debt security of that series when it becomes due
and payable, and continuance of such default for a period of 30 days (unless the entire amount
of the payment is deposited by us with the trustee or with a paying agent prior to the expiration
of the 30-day period); |
| ● | default
in the payment of principal of any security of that series at its maturity; |
| ● | default
in the performance or breach of any other covenant or warranty by us in the indenture (other
than a covenant or warranty that has been included in the indenture solely for the benefit
of a series of debt securities other than that series), which default continues uncured for
a period of 60 days after we receive written notice from the trustee, or we and the trustee
receive written notice from the holders of not less than 25% in principal amount of the outstanding
debt securities of that series as provided in the indenture; |
| ● | certain
voluntary or involuntary events of bankruptcy, insolvency or reorganization of us; and |
| ● | any
other Event of Default provided with respect to debt securities of that series that is described
in the applicable prospectus supplement. |
No Event of Default with respect to a particular
series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event
of Default with respect to any other series of debt securities. The occurrence of certain Events of Default or an acceleration under
the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries outstanding from time to time.
We will provide the trustee written notice of
any Default or Event of Default within 30 days of becoming aware of the occurrence of such Default or Event of Default, which notice
will describe in reasonable detail the status of such Default or Event of Default and what action we are taking or propose to take in
respect thereof.
If an Event of Default with respect to debt securities
of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount
of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare
to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of
the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all debt securities
of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal
(or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately
due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any
time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree
for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt
securities of that series may rescind and annul the acceleration if all Events of Default, other than the non-payment of accelerated
principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture.
We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.
The indenture provides that the trustee may refuse
to perform any duty or exercise any of its rights or powers under the indenture unless the trustee receives indemnity satisfactory to
it against any cost, liability or expense which might be incurred by it in performing such duty or exercising such right or power. Subject
to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the debt securities of that series.
No holder of any debt security of any series
will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver
or trustee, or for any remedy under the indenture, unless:
| ● | that
holder has previously given to the trustee written notice of a continuing Event of Default
with respect to debt securities of that series; and |
| ● | the
holders of not less than 25% in principal amount of the outstanding debt securities of that
series have made written request, and offered indemnity or security satisfactory to the trustee,
to the trustee to institute the proceeding as trustee, and the trustee has not received from
the holders of not less than a majority in principal amount of the outstanding debt securities
of that series a direction inconsistent with that request and has failed to institute the
proceeding within 60 days. |
Notwithstanding any other provision in the indenture,
the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, and premium and
any interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement
of payment.
The indenture requires us, within 120 days after
the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. If a Default or Event of Default
occurs and is continuing with respect to the securities of any series and if it is known to a responsible officer of the trustee, the
trustee shall send to each securityholder of the securities of that series notice of a Default or Event of Default within 90 days after
it occurs or, if later, after a responsible officer of the trustee has knowledge of such Default or Event of Default. The indenture provides
that the trustee may withhold notice to the holders of debt securities of any series of any Default or Event of Default (except in payment
on any debt securities of that series) with respect to debt securities of that series if the trustee determines in good faith that withholding
notice is in the interest of the holders of those debt securities.
Modification and Waiver
We and the trustee may modify, amend or supplement
the indenture or the debt securities of any series without the consent of any holder of any debt security:
| ● | to
cure any ambiguity, defect or inconsistency; |
| ● | to
comply with covenants in the indenture described above under the heading “Consolidation,
Merger and Sale of Assets”; |
| ● | to
provide for uncertificated securities in addition to or in place of certificated securities; |
| ● | to
add guarantees with respect to debt securities of any series or secure debt securities of
any series; |
| ● | to
surrender any of our rights or powers under the indenture; |
| ● | to
add covenants or events of default for the benefit of the holders of debt securities of any
series; |
| ● | to
comply with the applicable procedures of the applicable depositary; |
| ● | to
make any change that does not adversely affect the rights of any holder of debt securities; |
| ● | to
provide for the issuance of and establish the form and terms and conditions of debt securities
of any series as permitted by the indenture; |
| ● | to
effect the appointment of a successor trustee with respect to the debt securities of any
series and to add to or change any of the provisions of the indenture to provide for or facilitate
administration by more than one trustee; |
| ● | to
comply with requirements of the SEC in order to effect or maintain the qualification of the
indenture under the Trust Indenture Act; |
| ● | to
add to, change or eliminate any provision of the indenture or the debt securities of any
series in accordance with the Trust Indenture Act, or to comply with the provisions of DTC,
Euroclear or Clearstream or the Trustee with respect to provisions of the indenture or the
debt securities of any series relating to transfers or exchanges of the debt securities of
such series or beneficial interests in such securities; or |
| ● | to
conform any provision of the indenture, insofar as it relates to the debt securities of any
series, to the description of the debt securities of such series in the prospectus supplement
relating to the offering of the debt securities of such series. |
We may modify and amend the indenture with the
consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications
or amendments. We may not make any modification or amendment without the consent of the holders of each affected debt security then outstanding
if that amendment will:
| ● | reduce
the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
| ● | reduce
the rate of or extend the time for payment of interest (including default interest) on any
debt security; |
| ● | reduce
the principal of or premium on or change the fixed maturity of any debt security or reduce
the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous
obligation with respect to any series of debt securities; |
| ● | reduce
the principal amount of discount securities payable upon acceleration of maturity; |
| ● | waive
a default in the payment of the principal of, or premium or interest on any debt security
(except a rescission of acceleration of the debt securities of any series by the holders
of at least a majority in aggregate principal amount of the then outstanding debt securities
of that series and a waiver of the payment default that resulted from such acceleration); |
| ● | make
the principal of or premium or interest on any debt security payable in currency other than
that stated in the debt security; |
| ● | make
any change to certain provisions of the indenture relating to, among other things, the right
of holders of debt securities to receive payment of the principal of, or premium and interest
on those debt securities and to institute suit for the enforcement of any such payment; or |
| ● | waive
a redemption payment with respect to any debt security. |
Except for certain specified provisions, the
holders of at least a majority in principal amount of the outstanding debt securities of any series, may on behalf of the holders of
all debt securities of that series, waive our compliance with provisions of the indenture. The holders of a majority in principal amount
of the outstanding debt securities of any series, may on behalf of the holders of all the debt securities of such series, waive any past
default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium
or any interest on any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding
debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from
the acceleration.
Defeasance of Debt Securities and Certain
Covenants in Certain Circumstances
Legal Defeasance
The indenture provides that, unless otherwise
provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations in respect of the
debt securities of any series (subject to certain exceptions). We will be so discharged upon the irrevocable deposit with the trustee,
in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than
U.S. dollars, government obligations that issued or caused to be issued such currency, that, through the payment of interest and principal
in accordance with their terms, will provide money or U.S. government obligations in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal, premium and
interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those
payments in accordance with the terms of the indenture and those debt securities.
This discharge may occur only if, among other
things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the
United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable
United States federal income tax law, in either case to the effect that, and based thereon, such opinion shall confirm that, the holders
of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result
of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.
Defeasance of Certain Covenants
The indenture provides that, unless otherwise
provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:
| ● | we
may omit to comply with the covenant described under the heading “Consolidation, Merger
and Sale of Assets” and certain other covenants set forth in the indenture, as well
as any additional covenants which may be set forth in the applicable prospectus supplement;
and |
| ● | any
omission to comply with those covenants will not constitute a Default or an Event of Default
with respect to the debt securities of that series. |
We refer to this as covenant defeasance. The
conditions include:
| ● | depositing
with the trustee money and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. dollars, government obligations of the government
that issued or caused to be issued such currency, that, through the payment of interest and
principal in accordance with their terms, will provide money in an amount sufficient in the
opinion of a nationally recognized firm of independent public accountants or investment bank
to pay and discharge each installment of principal of, premium and interest on and any mandatory
sinking fund payments in respect of the debt securities of that series on the stated maturity
of those payments in accordance with the terms of the indenture and those debt securities; |
| ● | such
deposit will not result in a breach or violation of, or constitute a default under the indenture
or any other agreement to which we are a party; |
| ● | no
Default or Event of Default with respect to the applicable series of debt securities shall
have occurred or is continuing on the date of such deposit; and |
| ● | delivering
to the trustee an opinion of counsel to the effect that we have received from, or there has
been published by, the United States Internal Revenue Service a ruling or, since the date
of execution of the indenture, there has been a change in the applicable United States federal
income tax law, in either case to the effect that, and based thereon such opinion shall confirm
that, the holders of the debt securities of that series will not recognize income, gain or
loss for United States federal income tax purposes as a result of the deposit and related
covenant defeasance and will be subject to United States federal income tax on the same amounts
and in the same manner and at the same times as would have been the case if the deposit and
related covenant defeasance had not occurred. |
No Personal Liability of Directors, Officers,
Employees or Stockholders
None of our past, present or future directors,
officers, employees or stockholders, as such, will have any liability for any of our obligations under the debt securities or the indenture
or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a debt security, each holder
waives and releases all such liability. This waiver and release is part of the consideration for the issue of the debt securities. However,
this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of the SEC that
such a waiver is against public policy.
Governing Law
The indenture and the debt securities, including
any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the laws of the State of
New York.
The indenture will provide that we, the trustee
and the holders of the debt securities (by their acceptance of the debt securities) irrevocably waive, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the indenture, the debt securities
or the transactions contemplated thereby.
The indenture will provide that any legal suit,
action or proceeding arising out of or based upon the indenture or the transactions contemplated thereby may be instituted in the federal
courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in
the City of New York, and we, the trustee and the holder of the debt securities (by their acceptance of the debt securities) irrevocably
submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The indenture will provide that service
of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s
address set forth in the indenture will be effective service of process for any suit, action or other proceeding brought in any such
court. The indenture will provide that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities)
irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the courts specified
above and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought
in an inconvenient forum.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities,
preferred stock or common stock. We may offer warrants separately or together with one or more additional warrants, debt securities,
preferred stock or common stock, or any combination of those securities in the form of units, as described in the applicable prospectus
supplement. If we issue warrants as part of a unit, the applicable prospectus supplement will specify whether those warrants may be separated
from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will describe
the following terms of any warrants:
| ● | the
specific designation and aggregate number of, and the offering price at which we will issue,
the warrants; |
| ● | the
currency or currency units in which the offering price, if any, and the exercise price are
payable; |
| ● | the
date on which the right to exercise the warrants will begin and the date on which that right
will expire or, if you may not continuously exercise the warrants throughout that period,
the specific date or dates on which you may exercise the warrants; |
| ● | whether
the warrants are to be sold separately or with other securities as parts of units; |
| ● | whether
the warrants will be issued in definitive or global form or in any combination of these forms,
although, in any case, the form of a warrant included in a unit will correspond to the form
of the unit and of any security included in that unit; |
| ● | any
applicable material U.S. federal income tax consequences; |
| ● | the
identity of the warrant agent for the warrants and of any other depositaries, execution or
paying agents, transfer agents, registrars or other agents; |
| ● | the
proposed listing, if any, of the warrants or any securities purchasable upon exercise of
the warrants on any securities exchange; |
| ● | the
designation and terms of any equity securities purchasable upon exercise of the warrants; |
| ● | the
designation, aggregate principal amount, currency and terms of any debt securities that may
be purchased upon exercise of the warrants; |
| ● | if
applicable, the designation and terms of the debt securities, preferred stock or common stock
with which the warrants are issued and the number of warrants issued with each security; |
| ● | if
applicable, the date from and after which any warrants issued as part of a unit and the related
debt securities, preferred stock or common stock will be separately transferable; |
| ● | the
number of shares of preferred stock or the number of shares of common stock purchasable upon
exercise of a warrant and the price at which those shares may be purchased; |
| ● | if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one
time; |
| ● | information
with respect to book-entry procedures, if any; |
| ● | the
antidilution provisions, and other provisions for changes to or adjustment in the exercise
price, of the warrants, if any; |
| ● | any
redemption or call provisions; and |
| ● | any
additional terms of the warrants, including terms, procedures and limitations relating to
the exchange or exercise of the warrants. |
DESCRIPTION OF UNITS
We may issue units comprised of one or more of
the other securities that may be offered under this prospectus, in any combination. The following, together with the additional information
we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the units that we may offer under
this prospectus. While the terms summarized below will apply generally to any units we may offer, we will describe the particular terms
of any series of units in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms
of any units offered under that prospectus supplement may differ from the terms described below. Specific unit agreements will contain
additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement that includes
this prospectus.
Each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of
a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit
may not be held or transferred separately at any time, or at any time before a specified date.
We will describe in the applicable prospectus
supplement the terms of the series of units being offered, including:
| ● | the
material terms of the units and of the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately; |
| ● | any
material provisions relating to the issuance, payment, settlement, transfer or exchange of
the units or of the securities comprising the units; and |
| ● | any
material provisions of the governing unit agreement that differ from those described above. |
We may issue units in such amounts and in such
numbers of distinct series as we determine.
The provisions described in this section, as
well as those described under “Description of Debt Securities,” “Description of Capital Stock”
and “Description of Warrants” will apply to each unit, as applicable, and to any debt securities, common stock, preferred
stock or warrant included in each unit, as applicable.
Unit Agent
The name and address of the unit agent for any
units we offer will be set forth in the applicable prospectus supplement.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent
under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit.
A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility
in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings
at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder
of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.
DIVIDEND POLICY
The payment of dividends on our common stock
will be at the discretion of our board of directors and will depend on our results of operations, capital requirements, financial condition,
prospects, contractual arrangements, any limitations on payment of dividends present in our future debt agreements, and other factors
that our board of directors may deem relevant.
PLAN OF DISTRIBUTION
We may sell the securities in one or more of
the following ways (or in any combination) from time to time:
| ● | pursuant
to underwritten public offerings; |
| ● | in
negotiated transactions; |
| ● | in
“at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities
Act, to or through a market maker or into an existing trading market on an exchange or otherwise; |
| ● | through
underwriters or dealers; |
| ● | through
a combination of any of these methods of sale. |
In addition, we may issue the securities as a
dividend or distribution to our existing securityholders. This prospectus may be used in connection with any offering of our securities
through any of these methods or other methods described in the applicable prospectus supplement.
We may directly solicit offers to purchase securities,
or agents may be designated to solicit such offers. We will, in the prospectus supplement relating to such offering, name any agent that
could be viewed as an underwriter under the Securities Act, and describe any commissions that we must pay. Any such agent will be acting
on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment
basis.
The distribution of the securities may be effected
from time to time in one or more transactions:
| ● | at
a fixed price, or prices, which may be changed from time to time; |
| ● | at
market prices prevailing at the time of sale; |
| ● | at
prices related to such prevailing market prices; or |
If we use underwriters in the sale, the securities
will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including:
| ● | negotiated
transactions; |
| ● | at
a fixed public offering price or prices, which may be changed; |
| ● | at
market prices prevailing at the time of sale; |
| ● | at
prices related to prevailing market prices; or |
Each prospectus supplement will describe the
method of distribution of the securities and any applicable restrictions.
The prospectus supplement with respect to the
securities of a particular series will describe the terms of the offering of the securities, including the following:
| ● | the
name of the agent or any underwriters; |
| ● | the
public offering or purchase price and the proceeds we will receive from the sale of the securities; |
| ● | any
discounts and commissions to be allowed or re-allowed or paid to the agent or underwriters; |
| ● | all
other items constituting underwriting compensation; |
| ● | any
discounts and commissions to be allowed or re-allowed or paid to dealers; and |
| ● | any
exchanges on which the securities will be listed. |
We may sell the securities through agents from
time to time.
We may sell the securities to other stockholders
of the Company through a rights offering. This prospectus may be used in connection with any offering of our securities through any of
these methods or other methods described in the applicable prospectus supplement.
If any underwriters or agents are utilized in
the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement or other agreement
with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the
underwriters or agents and the terms of the related agreement with them.
If a dealer is utilized in the sale of the securities
in respect of which this prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell
such securities to the public at varying prices to be determined by such dealer at the time of resale.
If we offer securities in a subscription rights
offering to our existing securityholders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters.
We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter
into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.
Remarketing firms, agents, underwriters, dealers
and other persons may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the
ordinary course of business.
If so indicated in the applicable prospectus
supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase
securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement.
Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be
less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized,
may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject
to any conditions except that:
| ● | the
purchase by an institution of the securities covered under that contract shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which that institution
is subject; and |
| ● | if
the securities are also being sold to underwriters acting as principals for their own account,
the underwriters shall have purchased such securities not sold for delayed delivery. The
underwriters and other persons acting as our agents will not have any responsibility in respect
of the validity or performance of delayed delivery contracts. |
Certain agents, underwriters and dealers, and
their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform
services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.
In order to facilitate the offering of the securities,
any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities
the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection
with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of
the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities
in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases
previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any
of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters
are not required to engage in these activities and may end any of these activities at any time.
Under Rule 15c6-1 of the Exchange Act, trades
in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise
or the securities are sold by us to an underwriter in a firm commitment underwritten offering. The applicable prospectus supplement may
provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities.
Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date
for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than two
scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
The securities may be new issues of securities
and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can make no
assurance as to the liquidity of or the existence of trading markets for any of the securities.
In compliance with the guidelines of the Financial
Industry Regulatory Authority, or FINRA, the aggregate maximum discount, commission or agency fees or other items constituting underwriting
compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the proceeds from any offering pursuant
to this prospectus and any applicable prospectus supplement.
LEGAL MATTERS
The validity of the issuance of the securities
offered by this prospectus will be passed upon for us by Baker & Hostetler LLP, Los Angeles, California.
EXPERTS
The financial statements of Nuvve Holding Corp. incorporated by reference in this Prospectus have been audited by Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference
in reliance upon the report of such firm, given their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s website at www.sec.gov.
The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file
electronically with the SEC at http://www.sec.gov.
Our website address is www.nuvve.com. The information
contained on, or that can be accessed through, our website is not a part of this prospectus or incorporated by reference into this prospectus
or any prospectus supplement, and you should not consider information on our website to be part of this prospectus. We have included
our website address as an inactive textual reference only.
This prospectus is part of a registration statement
that we filed with the SEC and does not contain all of the information in the registration statement. The full registration statement
may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of the offered securities are or
may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents
are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the
actual documents for a more complete description of the relevant matters. You may obtain the registration statement and exhibits to the
registration statement from the SEC’s website, as provided above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information from other documents that 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 considered to be part of this prospectus.
We incorporate by reference into this prospectus
and the registration statement of which this prospectus forms a part the information or documents listed below that we have filed with
the SEC, and any future filings we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date
of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration
statement, and until the termination of the offering of the shares covered by this prospectus (other than information furnished under
Item 2.02 or Item 7.01 of Form 8-K):
| ● | Our
Annual Report on Form
10-K for the fiscal year ended December 31, 2024, filed on March 31, 2025; |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 15, 2025; |
| ● | Our
Current Reports on Form 8-K filed on January
7, 2025, January 15, 2025,
January 16, 2025, January
27, 2025, January 30, 2025, February
4, 2025, February 5, 2025; February
5, 2025, February 6, 2025, February
7, 2025, February 11, 2025, February
24, 2025, March 3, 2025, March
11, 2025, April 7, 2025, April
11, 2025, April 16, 2025, April
21, 2025, April 29, 2025 and April
30, 2025, May 9, 2025; May
13, 2025, May 22, 2025, June
5, 2025 and June 26, 2025; |
| ● | Our
Definitive Proxy Statement on Schedule
14A and accompanying additional proxy materials, filed on February 3, 2025; and |
| ● | The
description of our common stock contained in our Current Report on Form 8-K12B, filed on
March
25, 2021 and amended on March
26, 2021, including any amendments or reports filed for the purpose of updating such
description. |
Any statement made in this prospectus or contained
in a document all or a portion of which is incorporated by reference herein will be deemed to be modified or superseded to the extent
that a statement contained herein or in any subsequent prospectus supplement to this prospectus or, if appropriate, post-effective amendment
to the registration statement that includes this prospectus, modifies or supersedes such statement. Any statement so modified will not
be deemed to constitute a part hereof, except as so modified, and any statement so superseded will not be deemed to constitute a part
hereof.
You may read and copy any materials we file with
the SEC at the SEC’s website mentioned under the heading “Where You Can Find More Information.” The information
on the SEC’s website is not incorporated by reference in this prospectus.
We will furnish without charge to each person,
including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any document incorporated
by reference. Requests should be addressed to Nuvve Holding Corp., 2488 Historic Decatur Road, Suite 230, San Diego, California 92106,
Attn: Corporate Secretary or may be made telephonically at (619) 456-5161.
We maintain a website at www.nuvve.com. Information
about us, including our reports filed with the SEC, is available through that site. Such reports are accessible at no charge through
our website and are made available as soon as reasonably practicable after such material is filed with or furnished to the SEC. Our website
and the information contained on that website, or connected to that website, are not incorporated by reference in this prospectus.
Shares
of Common Stock
and
Pre-Funded
Warrants to Purchase Shares of Common Stock

Nuvve Holding Corp.
PROSPECTUS SUPPLEMENT
Lucid Capital Markets,
LLC
July ,
2025