Filed Pursuant to Rule 424(b)(5)
Registration No. 333-264462
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 5, 2022)
NUVVE HOLDING CORP.
4,366,092 Shares of Common Stock
Pre-Funded Warrants to Purchase 9,406,848 Shares
of Common Stock
We are offering (i) 4,366,092
shares of our common stock, par value $0.0001 per share, at a purchase price of $0.15 per share, and (ii) pre-funded warrants to purchase
up to an aggregate of 9,406,848 shares of our common stock, in each case directly to certain accredited investors pursuant to this prospectus
supplement, the accompanying prospectus, and a securities purchase agreement with certain accredited investors. The pre-funded warrants
are being offered in lieu of shares of our common stock to certain investors whose purchase of shares of common stock in this offering
would otherwise result in the investor, together with its affiliates, beneficially owning more than 9.99% of our common stock. Each pre-funded
warrant will be exercisable for one share of our common stock. The purchase price of each pre-funded warrant will be equal to the price
at which one share of our common stock is sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded
warrant will be $0.0001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all
of the pre-funded warrants are exercised in full. This offering also relates to the shares of common stock issuable upon exercise of
any pre-funded warrants sold in this offering.
Our common stock is listed
on the Nasdaq Capital Market under the symbol “NVVE.” On October 24, 2023, the last reported sale price for our common stock
on the Nasdaq Capital Market was $0.1480 per share.
As of the date of this prospectus
supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $18,305,424,
which was calculated based on 35,270,566 shares of our common stock outstanding held by non-affiliates and at a price of $0.519 per share,
the closing price of our common stock on August 30, 2023. In no event will the aggregate market value of securities sold by us or on
our behalf under this prospectus supplement pursuant to General Instruction I.B.6 of Form S-3 during the twelve-month period immediately
prior to, and including, the date of any such sale, exceed one-third of the aggregate market value of our common stock held by non-affiliates
in any twelve-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75 million.
During the twelve-month period that ends on and includes the date hereof, we have sold $3,997,995 of shares of our common stock pursuant
to General Instruction I.B.6 of Form S-3. As a result, we are currently eligible to offer and sell up to an aggregate of approximately
$2,103,813 of our securities pursuant to General Instruction I.B.6 of Form S-3.
We have retained Aegis Capital
Corp. to act as our sole placement agent (the “placement agent”) in connection with this offering. The placement agent is
not purchasing the securities offered by us in the offering and is not required to sell any specific number or dollar amount of securities,
but will assist us in connection with such offering on a “best efforts” basis. See “Plan of Distribution” in
this prospectus supplement for more information regarding these arrangements.
We are an “emerging
growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public
company reporting requirements.
Investing in our securities
involves a high degree of risk. Before making an investment decision, you should carefully review and consider all of the information
set forth in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein,
including the risks and uncertainties described under “Risk Factors” on page S-6 of this prospectus supplement, on page 3
of the accompanying prospectus, and under similar headings 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 passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
| |
Per Share | | |
Total | |
Offering price | |
$ | 0.15 | | |
$ | 2,065,941 | |
Placement agent’s fees(1) | |
$ | 0.009 | | |
$ | 123,956 | |
Proceeds to us, before expenses | |
$ | 0.141 | | |
$ | 1,941,985 | |
(1) |
Represents a 6% commission on the gross proceeds of the offering payable to the placement agent.
We have also agreed to reimburse the placement agent for certain expenses in connection with this offering. See “Plan of Distribution”
beginning on page S-14 of this prospectus supplement for additional information regarding placement agent fees and estimated
offering expenses. |
Delivery of the securities
is expected to be made on or about October 27, 2023, subject to customary closing conditions.
Aegis Capital Corp.
The date of this prospectus supplement is October
25, 2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying base prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the
“SEC”) utilizing a “shelf” registration process. Each time we conduct an offering to sell securities under the
accompanying base prospectus we will provide a prospectus supplement that will contain specific information about the terms of that offering,
including the price, the amount of securities being offered and the plan of distribution. The shelf registration statement was initially
filed with the SEC on April 25, 2022, and was declared effective by the SEC on May 5, 2022. This prospectus supplement describes the
specific details regarding this offering and may add, update or change information contained in the accompanying base prospectus. The
accompanying base prospectus provides general information about us and our securities, some of which may not apply to this offering.
This prospectus supplement and the accompanying base prospectus are an offer to sell only the securities offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. We are not making offers to sell or solicitations to buy any securities
in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
If information in this prospectus
supplement is inconsistent with the accompanying base prospectus or the information incorporated by reference with an earlier date, you
should rely on this prospectus supplement. This prospectus supplement, together with the base prospectus, the documents incorporated
by reference into this prospectus supplement and the accompanying base prospectus and any free writing prospectus we have authorized
for use in connection with this offering include all material information relating to this offering. We have not authorized anyone to
provide you with different or additional information and you must not rely on any unauthorized information or representations. You should
assume that the information appearing in this prospectus supplement, the accompanying base prospectus, the documents incorporated by
reference in this prospectus supplement and the accompanying base prospectus and any free writing prospectus we have authorized for use
in connection with this offering is accurate only as of the respective dates of those documents. Our business, financial condition, results
of operations and prospects may have changed since those dates. You should carefully read this prospectus supplement, the accompanying
base prospectus and the information and documents incorporated herein by reference herein and therein, as well as any free writing
prospectus we have authorized for use in connection with this offering, before making an investment decision. See “Incorporation
of Certain Information by Reference” and “Where You Can Find More Information” in this prospectus
supplement and in the accompanying base prospectus.
This prospectus supplement
and the accompanying base prospectus contain summaries of certain provisions contained in some of the documents described herein, but
reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the full
text of the actual documents, some of which have been filed or will be filed and incorporated by reference herein. See “Where You
Can Find More Information” in this prospectus supplement and in the accompanying base prospectus. We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into
this prospectus supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
All references in this prospectus
supplement and the accompanying base prospectus to our consolidated financial statements include, unless the context indicates otherwise,
the related notes.
This prospectus supplement
and the accompanying base prospectus contain and incorporate by reference certain market data and industry statistics and forecasts that
are based on management’s own estimates, independent industry publications, government publications, reports by market research
firms and other publicly available information. Although we believe these sources are reliable, estimates as they relate to projections
involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those
discussed under “Risk Factors” in this prospectus supplement and the accompanying base prospectus and under similar headings
in the documents incorporated by reference herein and therein. Accordingly, investors should not place undue reliance on this information.
Unless the context indicates
otherwise, in this prospectus supplement, “Nuvve” and the “Company” and “we,”
“us,” “our” and similar terms refer to Nuvve OpCo and its subsidiaries, for periods prior to the
Business Combination, and to Nuvve HoldCo and its subsidiaries, including Nuvve OpCo, for periods after the Business Combination. In
addition:
|
● |
“Business Combination” refers to the business combination between Newborn, Nuvve OpCo
and Nuvve Holdco as described below. |
|
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“Newborn” refers to Newborn Acquisition Corp., a Cayman Islands company, which is Nuvve
Holding Corp.’s predecessor. |
|
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“Nuvve OpCo” refers to Nuvve Corporation, a Delaware corporation acquired by us in the
Business Combination. |
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“Nuvve HoldCo” refers to Nuvve Holding Corp., a Delaware corporation, and its consolidated
subsidiaries, including Nuvve Corporation after the Business Combination. |
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“pre-merger warrants” refers to the warrants issued pursuant to the warrant agreement,
dated as of February 13, 2010 and amended as of March 19, 2021, between us and Continental Stock Transfer & Trust Company, as
warrant agent (“Warrant Agreement”), which were assumed by us in the Business Combination. |
No action is being taken
in any jurisdiction outside the United States to permit a public offering of the securities or possession or distribution of this prospectus
supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the
accompanying prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions
as to this offering and the distribution of this prospectus supplement or the accompanying prospectus applicable to that jurisdiction.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement,
the accompanying base prospectus and documents we have filed with the SEC that are incorporated by reference herein and therein 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”). In addition, from time to time we
or our representatives have made or will make forward-looking statements in various other filings that we make with the SEC or in other
documents, including press releases or other similar announcements. The forward-looking statements involve substantial risks and uncertainties.
All statements, other than statements related to present facts or current conditions or of historical facts, contained in this prospectus,
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 throughout our SEC reports,
and in particular those factors discussed under the heading “Risk Factors” in this prospectus supplement, the accompanying
base prospectus, any related free writing prospectus and in the other documents incorporated herein by reference, as may be updated from
time to time by our future filings under the Exchange Act.
You should assume that the
information appearing in this prospectus supplement, the accompanying base prospectus, any related free writing prospectus and any document
incorporated herein by reference is accurate as of its date only. Because the risk factors referred to above could cause actual results
or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place
undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made.
New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess
the impact of each factor 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. All written or oral forward-looking statements attributable to us
or any person acting on our behalf made after the date of this prospectus supplement are expressly qualified in their entirety by the
risk factors and cautionary statements contained in and incorporated by reference into this prospectus supplement and the accompanying
base prospectus. Unless legally required, we do not undertake any obligation to release publicly any revisions to such forward-looking
statements to reflect events or circumstances after the date of this prospectus supplement or to reflect the occurrence of unanticipated
events.
Actual results may vary materially
from the expectations contained herein due to various important factors, many of which are, and will be, amplified by the COVID-19 pandemic,
including (but not limited to): the impact of the COVID-19 pandemic on our sales, operations and supply chain; the general economic and
credit environment; interest rates; our early stage of development, our history of net losses, and our expectation for losses to continue
in the future; our ability to manage growth effectively; our reliance on charging station manufacturing and other partners; existing
and future competition in the EV charging market; our ability to increase sales of our products and services, especially to fleet operators;
the adoption of bi-directional Vehicle-to-Grid technology; the rate of electrification of U.S. school bus fleets, and other fleet vehicles;
our participation in the energy markets; the interconnection of our GIVe™️ platform to the electrical grid; the rate of
adoption of Transportation-as-a-Service; significant payments under the intellectual property acquisition agreement pursuant which the
University of Delaware assigned to us certain of its key patents underlying the vehicle-to-grid (“V2G”) technology; our international
operations, including related tax, compliance, market and other risks; our ability to attract and retain key employees and hire qualified
management, technical and vehicle engineering personnel; inexperience of our management in operating a public company; acquisitions by
us of other businesses; the rate of adoption of EVs; the rate of technological change in the industry; our ability to protect our intellectual
property rights; our investment in research and development; our ability to expand sales and marketing capabilities; our ability to raise
additional funds when needed; our ability to achieve the anticipated benefits of our Levo joint venture; the existence of identified
material weaknesses in our internal control over financial reporting; electric utility statutes and regulations and changes to such statutes
or regulations; and the risks identified under “Risk Factors” in this prospectus supplement, the accompanying base prospectus,
our annual report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 31, 2023, and any additional
risk factors identified in our periodic reports since the date of such report. You are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this prospectus supplement.
PROSPECTUS SUPPLEMENT SUMMARY
This prospectus supplement
summary highlights information contained elsewhere in this prospectus supplement, the accompanying base prospectus and the documents
incorporated by reference herein and therein. This summary does not contain all of the information that you should consider before deciding
to invest in our securities. You should read this entire prospectus supplement and the accompanying base prospectus carefully, including
the section entitled “Risk Factors” in this prospectus supplement and the accompanying base prospectus and our consolidated
financial statements and the related notes and the other information incorporated by reference into this prospectus supplement and the
accompanying base prospectus, before making an investment decision.
Our Company
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 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 small 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,
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 engineering services revenue derived from 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.
On August 4, 2021, we formed
Levo Mobility LLC (“Levo”), a Delaware limited liability company, with Stonepeak Rocket Holdings LP (“Stonepeak”),
a Delaware limited partnership and Evolve Transition Infrastructure LP (“Evolve”), a Delaware limited partnership. Levo is
our consolidated subsidiary.
Levo is a sustainable infrastructure
company focused on rapidly advancing the electrification of transportation by funding V2G-enabled EV fleet deployments. Levo utilizes
our V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service for school buses, last-mile delivery,
ride hailing and ride sharing, municipal services, and more to eliminate the primary barriers to EV fleet adoption including large upfront
capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure.
Levo’s turnkey solution
simplifies and streamlines electrification, can lower the total cost of EV operation for fleet owners, and support the grid when the
EVs are not in use. For a fixed monthly payment with no upfront cost, Levo will provide the EVs, such as electric school buses, charging
infrastructure powered by our V2G platform, EV and charging station maintenance, energy management, and technical advice.
Levo focuses on electrifying
school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation
for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency.
Market Opportunity and the Nuvve Solution
The EV industry has grown
rapidly since we were founded in 2010. According to the Bloomberg New Energy Finance (BNEF) Vehicle-to-Grid: Big Opportunities, Big Challenges
(March 2021), by 2040, there will be 500 million EVs on the road by 2040. In addition, countries around the world are expected to become
increasingly focused on meeting climate goals, in part, by reducing the environmental effects of internal combustion engine vehicles,
which account for approximately 45% of global carbon dioxide emissions (source: ourworldindata.org).
As EV adoption grows, the
associated charging infrastructure needed to support EVs has also seen a growth trend over the last few years. According to an April
2021 report from Schroders, the number of public charging points has grown from just over 600,000 at the end of 2018 to reach over 1.3
million by the end of 2020. The same report projects the annual run-rate of investment in charging points will be $80 billion over the
next 20 years.
Additional factors propelling
this shift to electrification include proposed fossil fuel bans or restrictions, transit electrification mandates, utility incentive
programs and declining battery costs. However, as EV adoption grows, demand for electricity as a transportation fuel may lead to congestion
and overloading on transmission and local distribution grids. A significant investment is predicted to be needed to upgrade the electric
grid to support this influx.
Simultaneously, higher penetration
of renewable energy sources (such as solar and wind generation) inherently increases grid volatility. We believe that this combination
of factors further drives the need for intelligent vehicle grid integration (“VGI”) and V2G capabilities to effectively
regulate grid voltage and frequency on a real time basis and address other common challenges such as massive morning and afternoon grid
ramping.
With V2G services capturing
available grid value streams such as frequency regulation, adaptive power, smart charging, smart charging/discharging, and peak-shaving
services as part of the solution, the EV fleet owner/operator can symbiotically assist in improving and assuring grid stabilization while
earning revenues. These revenues can be shared with the ratepayer to save in transportation energy costs and thereby effectively lower
the cost of EV ownership. V2G services can also help mitigate intermittency issues associated with renewables by (1) continuously injecting
or absorbing energy to and from the grid every few seconds to help to regulate frequency; and (2) be orderly and intelligently dispatched
over a larger time period to mitigate the enormous needs for capacity ramping. Perhaps most importantly, EVs represent one of the most
appropriate solutions to act as dispatchable distributed energy resources during renewable-rich mid-day periods by absorbing excess energy
which might otherwise be curtailed or create transmission network congestion problems.
Corporate History
Nuvve HoldCo was incorporated
in Delaware on November 10, 2020 under the name “NB Merger Corp.” We were formed as a wholly-owned subsidiary of Newborn
for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Nuvve following the Business
Combination. In connection with the Business Combination, we changed our name to “Nuvve Holding Corp.” Nuvve OpCo was incorporated
in Delaware law on October 15, 2010 under the name “Nuvve Corporation.” As part of the Business Combination, Nuvve OpCo merged
with Merger Sub, with Nuvve OpCo surviving as our wholly owned subsidiary. 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. As part of the Business
Combination, Newborn reincorporated to Delaware by merging with and into Nuvve HoldCo, with Nuvve HoldCo surviving the merger.
Our principal executive
offices are located at 2488 Historic Decatur Road, 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.
Implications of Being an Emerging Growth 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.
The Offering
The following is a brief
summary of some of the terms of the offering and is qualified in its entirety by reference to the more detailed information appearing
elsewhere in this prospectus supplement and the accompanying base prospectus. For a more complete description of the terms of our common
stock, see “Description of Capital Stock” in the accompanying base prospectus.
Common stock offered by us |
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4,366,092 shares of our common stock |
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Pre-funded warrants offered by us |
|
We are also offering pre-funded warrants to purchase up to an aggregate of 9,406,848 shares of common
stock. The pre-funded warrants are being offered in lieu of shares of our common stock to certain investors whose purchase
of shares of common stock in this offering would otherwise result in the investor, together with its affiliates, beneficially owning
more than 9.99% of our common stock. The purchase price of each pre-funded warrant will be equal to the price at which one share
of our common stock is sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant will
be $0.0001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded
warrants are exercised in full. See “Description of pre-funded warrants.” This prospectus supplement also relates to
the offering of the shares of our common stock issuable upon the exercise of such pre-funded warrants. |
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Offering price |
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$0.15 per share of common stock |
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Common stock to be outstanding immediately after this offering |
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44,899,183 shares, assuming no exercise of any pre-funded warrants. |
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Use of proceeds |
|
We estimate that our net proceeds from this offering will be approximately $1.8 million, after
deducting the estimated placement agent’s fees and the estimated offering expenses payable by us. We intend to use the net
proceeds of this offering for working capital and general corporate purposes. See “Use of Proceeds.” |
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|
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Risk factors |
|
Investing in our securities involves a high degree of risk. You should carefully consider the information
under “Risk Factors” on page S-6 of this prospectus supplement and the accompanying base prospectus and the other information
included or incorporated by reference in this prospectus supplement and the accompanying base prospectus for a discussion of factors
you should carefully consider before deciding to invest in our common stock. |
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Nasdaq Capital Market symbol |
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NVVE |
Except as otherwise indicated,
the information contained in this prospectus supplement is based on 40,533,091 shares of our common stock outstanding as of October 25,
2023. The number of shares of common stock outstanding does not include the shares issuable under our warrants, options and restricted
stock units outstanding as of June 30, 2023, as follows:
|
● |
4,365,000 shares issuable upon exercise of the pre-merger warrants, which have an exercise price
of $11.50 per whole share, are currently exercisable and expire in March 2026; |
|
● |
347,875 shares and 316,250 pre-merger warrants issuable upon exercise of the unit purchase option
granted to the underwriter of Newborn’s initial public offering, which has an exercise price of $11.50 per unit of 1 1/10 shares
and one pre-merger warrant, is currently exercisable and expires on February 13, 2025, and 158,125 shares issuable upon exercise
of the 316,250 pre-merger warrants; |
|
● |
6,000,000 shares issuable upon exercise of the warrants issued in connection with the formation of
the Levo joint venture (the “Levo warrants”), which warrants have exercise prices ranging from $10.00 per share to $40.00
per share, become exercisable as described below and expire on May 17, 2031; |
|
● |
5,000,000 shares issuable upon exercise of the option embodied in the stock purchase agreement executed
by us in connection with the formation of the Levo joint venture (the “Levo SPA”), which option has a purchase price
of $50.00 per share, becomes exercisable as described below and expires on November 17, 2028; |
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2,615,592 shares issuable upon exercise of our outstanding stock options, which have a weighted average
exercise price of approximately $11.07 per share and an average remaining life of approximately 8.46 years; |
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732,153 shares issuable upon settlement of outstanding restricted stock units; and |
|
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4,000,000 shares issuable upon exercise of the warrants issued in our July 2022 offering, which have
an exercise price of $3.75 per whole share, are currently exercisable and expire in January 2028. |
Unless otherwise stated
or the context requires otherwise, all information in this prospectus supplement assumes no issuances or exercises of any other outstanding
shares, options or warrants after June 30, 2023.
As of October 25, 2023,
we also had 2,681,697 shares reserved for issuance, but not subject to outstanding awards, under our long-term incentive equity plan.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before purchasing our common stock, you should read and consider carefully the following
risk factors, as well as the risks described under the section captioned “Risk Factors” in the accompanying base prospectus,
our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 31, 2023, and any subsequent
updates in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are incorporated herein by reference, and
as updated by any other document that we subsequently file with the SEC and that is incorporated by reference into this prospectus supplement
and the accompanying base prospectus, before investing in our securities. Each of these risk factors, either alone or taken together,
could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment
in our common stock. There may be additional risks that we do not presently know of or that we currently believe are immaterial, which
could also impair our business and financial position. If any of the events described below were to occur, our financial condition, our
ability to access capital resources, our results of operations and/or our future growth prospects could be materially and adversely affected
and the market price of our common stock could decline. As a result, you could lose some or all of any investment you may make in our
common stock.
Risks
Related to this Offering and Our Common Stock
The
market price for our common stock has experienced significant price and volume volatility and is likely to continue to experience significant
volatility in the future, which may cause the value of any investment in our common stock to decline.
Our
stock price and the stock prices of companies similar to Nuvve have been highly volatile. In addition, stock markets generally have recently
experienced volatility. Our stock price has experienced significant price and volume volatility for the past year, and our stock price
is likely to experience significant volatility in the future. The price of our common stock may decline and the value of any investment
in our common stock may be reduced regardless of our performance. Further, the daily trading volume of our common stock has historically
been relatively low. As a result of the historically low volume, our shareholders may be unable to sell significant quantities of common
stock in the public trading markets without a significant reduction in the price of our common shares. The trading price of our common
stock may be influenced by factors beyond our control, such as the volatility of the financial markets in general, including in reaction
to the ongoing COVID-19 pandemic, geopolitical conflicts such as the Russian invasion of Ukraine, uncertainty surrounding the U.S. economy,
conditions and trends in the markets we serve, changes in the estimation of the future size and growth rate of our markets, publication
of research reports and recommendations by financial analysts relating to our business, the business of our competitors or the EV industry,
changes in market valuation or earnings of our competitors, sales of our common stock by our principal shareholders, and the trading
volume of our common stock. The historical market prices of our common stock may not be indicative of future market prices and we may
be unable to sustain or increase the value of our common stock. Further, we have historically used equity incentive compensation as part
of our overall compensation arrangements. The effectiveness of equity incentive compensation in retaining key employees may be adversely
impacted by volatility in our stock price. Significant declines in our stock price may also interfere with our ability, if needed, to
raise additional funds through equity financing or to finance strategic transactions with our stock.
Any
inability or perceived inability of investors to realize a gain on an investment in our common stock could have an adverse effect on
our business, financial condition and results of operations by potentially limiting our ability to attract and retain qualified employees
and to raise capital. In addition, there may be increased risk of securities litigation following periods of fluctuations in our stock
price. Securities class action lawsuits are often brought against companies after periods of volatility in the market price of their
securities. These and other consequences of volatility in our stock price which could be exacerbated by macroeconomic conditions that
affect the market generally, or our industries in particular, could have the effect of diverting management’s attention and could
materially harm our business.
There
may be future sales of our common stock, including resales under effective resale registration statements, which could adversely affect
the market price of our common stock and dilute the value of the common stock you purchase.
The
exercise of any options granted to executive officers and other employees under our equity compensation plans, the settlement of our
outstanding restricted stock units, the exercise of outstanding warrants, including the pre-funded warrants, and other issuances of our
common stock could have an adverse effect on the market price of the shares of our common stock. Other than the restrictions set forth
in the section titled “Plan of Distribution,” we are not restricted from issuing additional shares of common stock, including
any securities that are convertible into or exchangeable for, or that represent the right to receive shares of common stock, provided
that we are subject to the requirements of the Nasdaq Capital Market.
Sales
of a substantial number of shares of our common stock in the public market or the perception that such sales might occur could materially
adversely affect the market price of the shares of our common stock. Because our decision to issue securities in any future offering
will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of
our future offerings. Accordingly, our shareholders bear the risk that our future offerings will reduce the market price of our common
stock and dilute their stock holdings in us.
If
we issue additional common stock, or securities convertible into or exchangeable or exercisable for common stock, our stockholders, including
investors who purchase shares of common stock in this offering, may experience additional dilution, and any such issuances may result
in downward pressure on the price of our common stock. We also cannot assure you that we will be able to sell shares or other securities
in any future offering at a price per share that is equal to or greater than the price per share paid by investors in this offering,
and investors purchasing shares or other securities in the future could have rights superior to existing stockholders.
A
large number of shares of common stock issued in this offering may be sold in the market following this offering, which may depress the
market price of our common stock.
We
are offering a significant number of shares of our common stock relative to the amount of our common stock currently outstanding. Additionally,
a large number of shares of common stock issued in this offering and upon exercise of the pre-funded warrants may be sold in the public
market following this offering, which may depress the market price of our common stock. If there are more shares of common stock offered
for sale than buyers are willing to purchase, then the market price of our common stock may decline to a market price at which buyers
are willing to purchase the offered shares of common stock and sellers remain willing to sell the shares of common stock. The common
stock issued in the offering will be freely tradable without restriction or further registration under the Securities Act.
We
may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.
While
we have no specific plan to issue preferred stock, our certificate of incorporation authorizes us to issue, without the approval of our
shareholders, one or more series of preferred stock having such designation, relative powers, preferences (including preferences over
our common stock respecting dividends and distributions), voting rights, terms of conversion or redemption, and other relative, participating,
optional, or other special rights, if any, of the shares of each such series of preferred stock and any qualifications, limitations,
or restrictions thereof, as our Board of Directors may determine. The terms of one or more classes or series of preferred stock could
dilute the voting power or reduce the value of our common stock. For example, the repurchase or redemption rights or liquidation preferences
we could assign to holders of preferred stock could affect the residual value of the common stock.
If
securities or industry research analysts cease publishing research or reports about our business or if they issue unfavorable commentary
or downgrade our common stock, the market price of our securities and trading volume could decline.
The
trading market for our securities relies in part on the research and reports that securities and industry analysists publish about us,
our industry and our business. We do not have any control over these analysts. The market price of our securities and trading volumes
could decline if one or more securities or industry analysts downgrade our securities, issue unfavorable commentary about us, our industry
or our business, cease to cover our company or fail to regularly publish reports about us, our industry or our business.
An
active trading market for our common stock may not develop or be sustained.
Although
our common stock is currently traded on the Nasdaq Capital Market, an active trading market for our common stock may not be maintained.
If an active market for our common stock is not maintained, it may be difficult for shareholders to sell shares of our common stock.
An inactive trading market may impair our ability to raise capital to continue to fund operations by selling shares and may impair our
ability to acquire other companies or technologies by using our shares as consideration.
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 list the pre-funded warrants on the Nasdaq Capital Market or any other national securities exchange or
nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited. See
“Description of the Securities We Are Offering—Pre-Funded Warrants.”
Holders
of the pre-funded warrants will have no rights as common stockholders until such holders exercise their pre-funded warrants and acquire
shares of our common stock.
Until
holders of the pre-funded warrants exercise their pre-funded warrants and acquire shares of our common stock, such holders will have
no rights with respect to the shares of our common stock underlying such pre-funded warrants. Upon exercise of the pre-funded warrants,
the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after
the exercise date.
Our
management will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our
management will have broad discretion in the application of the net proceeds from this offering, and our stockholders will not have the
opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. The failure by our
management to apply these funds effectively could harm our business. See “Use of Proceeds” on page S-10 for a description
of our proposed use of proceeds from this offering.
Anti-takeover
provisions in our amended and restated articles of incorporation and bylaws might discourage, delay or prevent a change of control of
our company or changes in our management and, therefore, depress the trading price of our shares of common stock.
Our
amended and restated certificate of incorporation and bylaws will afford certain rights and powers to our board of directors that could
contribute to the delay or prevention of an acquisition that it deems undesirable, including:
| ● | a
classified board with three-year staggered terms, which could delay the ability of stockholders
to change the membership of a majority of our board of directors; |
| ● | the
ability of our board of directors to issue shares of preferred stock and to determine the
price and other terms of those shares, including preferences and voting rights, without stockholder
approval, which could be used to significantly dilute the ownership of a hostile acquiror; |
| ● | the
right of our board of directors to elect a director to fill a vacancy created by the expansion
of our board of directors or the resignation, death or removal of a director, which may prevent
stockholders from being able to fill vacancies on our board of directors; |
| ● | the
requirement that a special meeting of stockholders may be called only by our board of directors,
our Chairman of the Board or our Chief Executive Officer, which could delay the ability of
our stockholders to force consideration of a proposal or to take action, including the removal
of directors; and |
| ● | the
requirement for the affirmative vote of holders of at least 66 ⅔% of the
voting power of all of the then-outstanding shares of the voting stock, voting together as
a single class, to amend certain provisions of our amended and restated certificate of incorporation
or to amend our bylaws, which may inhibit the ability of an acquiror to effect such amendments
to facilitate an unsolicited takeover attempt. |
We
are also subject to Section 203 of the Delaware General Corporation Law and other provisions of Delaware law that limit the ability of
stockholders in certain situations to effect certain business combinations. Any of the foregoing provisions and terms that has the effect
of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of common
stock, and could also affect the price that some investors are willing to pay for the common stock.
We
have never paid cash dividends on its capital stock, and we do not anticipate paying dividends in the foreseeable future.
We
have never paid cash dividends on any of our capital stock and we currently intend to retain any future earnings to fund the growth of
our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on
our financial condition, operating results, capital requirements, general business conditions and other factors that the board may deem
relevant. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future.
We
are not in compliance with the Nasdaq Capital Market $1.00 minimum bid price requirement and failure to maintain compliance with this
standard could result in delisting and adversely affect the market price and liquidity of our common stock.
Our
common stock is currently traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “NVVE.” If we fail to meet any
of the continued listing standards of the Nasdaq Capital Market, our common stock will be delisted. These continued listing standards
include specifically enumerated criteria, such as a $1.00 minimum closing bid price.
On
April 14, 2023, we received a letter from the listing qualifications department of Nasdaq notifying the Company that, for the then-preceding
30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement
for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company
was provided with an initial period of 180 calendar days, or until October 11, 2023, to regain compliance with the minimum bid price
requirement.
On
October 12, 2023, we received a second notice from Nasdaq indicating that, while the Company had not yet regained compliance with the
minimum bid price requirement, the Nasdaq staff had determined that the Company is eligible for an additional 180 calendar day period,
or until April 8, 2024, to regain compliance. According to the second notice, the staff’s determination was based on (i) the Company
meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial
listing on the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and (ii) the Company’s written notice
of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
If
at any time before April 8, 2024, the closing bid price of our common stock is at or above $1.00 per share for a minimum of 10 consecutive
business days, Nasdaq will provide the Company written confirmation of compliance. The Nasdaq staff may, in its discretion, require the
Company to maintain a bid price of at least $1.00 per share for a period in excess of 10 consecutive business days, but generally no
more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.
If we implement a reverse stock split, we must complete the split no later than 10 business days prior to April 8, 2024. If compliance
cannot be demonstrated by April 8, 2024, Nasdaq will provide written notification that our securities will be delisted, at which point
we may appeal the delisting determination to a Nasdaq Hearing Panel.
The
Company intends to continue to actively monitor the bid price for its common stock between now and April 8, 2024, and will consider available
options to resolve the deficiency and regain compliance with the minimum bid price requirement. However, there can be no assurance that
the Company will regain compliance or otherwise maintain compliance with any of the other listing requirements. If our common stock were
to be delisted from Nasdaq, trading of our common stock would most likely be conducted in the over-the-counter market on an electronic
bulletin board established for unlisted securities such as the OTC Markets or in the “pink sheets.” Such a downgrading in
our listing market may limit our ability to make a market in our common stock and may impact purchases or sales of our securities.
USE
OF PROCEEDS
We
estimate that we will receive net proceeds of approximately $1.8 million from the sale of the shares of common stock and pre-funded
warrants by us in this offering, after deducting the placement agent fees and the estimated offering expenses payable by us. We will
receive only nominal additional proceeds, if any, from the exercise of the pre-funded warrants.
We
intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, for working capital and general
corporate purposes. We have not yet determined the amount of net proceeds to be used specifically for any particular purpose or the timing
of these expenditures. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from
the sale of these securities.
MARKET
INFORMATION AND DIVIDEND POLICY
Our
common stock is currently traded on the Nasdaq Capital Market under the symbol “NVVE”. On October 24, 2023, the last reported
sale price of our common stock was $0.1480 per share.
We
have never declared or paid any cash dividends on our common stock. We currently intend to retain earnings, if any, to finance the growth
and development of our business. We do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of
future dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of
operations, capital requirements, restrictions contained in current or future financing instruments, provisions of applicable law, and
other factors the board of directors deems relevant.
DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
Common
Stock
We
are offering shares of our common stock in this registered direct offering. See “Description of Capital Stock” starting on
page 4 of the accompanying prospectus for additional information regarding our shares of common stock.
As
of October 25, 2023, there were 40,533,091 shares of our common stock outstanding and no shares of our preferred stock outstanding. The
number of shares of common stock outstanding does not include the shares issuable under our warrants, options and restricted stock units
outstanding as of June 30, 2023 as follows:
|
● |
4,365,000 shares issuable
upon exercise of the pre-merger warrants, which have an exercise price of $11.50 per whole share, are currently exercisable and expire
in March 2026; |
|
● |
347,875 shares and 316,250
pre-merger warrants issuable upon exercise of the unit purchase option granted to the underwriter of Newborn’s initial public
offering, which has an exercise price of $11.50 per unit of 1 1/10 shares and one pre-merger warrant, is currently exercisable and
expires on February 13, 2025, and 158,125 shares issuable upon exercise of the 316,250 pre-merger warrants; |
|
● |
6,000,000 shares issuable
upon exercise of the warrants issued in connection with the formation of the Levo joint venture (the “Levo warrants”),
which warrants have exercise prices ranging from $10.00 per share to $40.00 per share, become exercisable as described below and
expire on May 17, 2031; |
|
● |
5,000,000 shares issuable
upon exercise of the option embodied in the stock purchase agreement executed by us in connection with the formation of the Levo
joint venture (the “Levo SPA”), which option has a purchase price of $50.00 per share, becomes exercisable as described
below and expires on November 17, 2028; |
|
● |
2,615,592 shares issuable
upon exercise of our outstanding stock options, which have a weighted average exercise price of approximately $11.07 per share and
an average remaining life of approximately 8.46 years; |
|
● |
732,153 shares issuable
upon settlement of outstanding restricted stock units; and |
|
● |
4,000,000 shares issuable
upon exercise of the warrants issued in our July 2022 offering, which have an exercise price of $3.75 per whole share, are currently
exercisable and expire in January 2028. |
As
of October 25, 2023, we also had 2,661,659 shares reserved for issuance, but not subject to outstanding awards, under our long-term incentive
equity plan.
Pre-Funded
Warrants
The
following summary of certain terms and provisions of the pre-funded warrants that are being offered hereby is not complete and is subject
to, and qualified in its entirety by, the provisions of the pre-funded warrants, the form of which will be filed as an exhibit to a Current
Report on Form 8-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus
supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of pre-funded warrant for
a complete description of the terms and conditions of the pre-funded warrants.
Exercise
Price and Duration. Each pre-funded warrant has an exercise price of $0.001 per share. The pre-funded warrants will be immediately
exercisable and may be exercised at any time until the pre-funded warrants are exercised in full. 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, and also upon any distribution of assets, including cash, stock,
or other property to our stockholders.
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 (except in the case of
a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s
pre-funded warrant to the extent that the holder would own more than 9.99% of the outstanding shares of common stock immediately after
exercise. No fractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant. In lieu of fractional
shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to
the next whole share.
Cashless
Exercise. 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 cashless exercise formula set forth in the pre-funded warrant.
Fundamental
Transaction. Upon the consummation of a fundamental transaction (as described in the pre-funded
warrants, and generally including any reorganization, recapitalization or reclassification of our shares of 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 50% or more of our outstanding shares of common stock, or any person or group becoming the beneficial owner of 50%
or more of the voting power of our outstanding shares of common stock), the holders of the pre-funded warrants will be entitled to receive,
upon exercise of the pre-funded warrants, the kind and amount of securities, cash or other property that such 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.
Transferability.
Subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrant
to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable).
Exchange
Listing. There is no trading market for the pre-funded warrants on any securities exchange or nationally recognized trading system,
and we do not expect a market to develop. We do not intend to list the pre-funded warrants on the Nasdaq Capital Market or any other
securities exchange or nationally recognized trading system.
No
Rights as a Stockholder. Except as otherwise provided in the pre-funded warrants or 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, until they exercise their pre-funded warrants.
PLAN
OF DISTRIBUTION
The
shares of common stock and the pre-funded warrants being offered pursuant to this prospectus supplement and the accompanying prospectus
are being bought by certain accredited investors pursuant to the securities purchase agreement, with Aegis Capital Corp. acting as placement
agent in connection with this offering.
Pursuant
to the placement agent agreement, Aegis Capital Corp. is entitled to a fee equal to 6% of the gross proceeds raised in this registered
direct offering. We have also agreed to pay all expenses relating to this offering, including (a) all filing fees and expenses relating
to the registration of the shares to be sold in the offering with the Securities and Exchange Commission; (b) all FINRA public offering
filing fees; (c) all fees and expenses relating to the listing of such shares on the Nasdaq Capital Market; (d) all fees and expenses
relating to the registration, qualification or exemption of securities offered under the “blue sky” securities laws reasonably
designated by the placement agent; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption
of securities offered under the securities laws of foreign jurisdictions reasonably designated by the placement agent; (f) the costs
of all mailing and printing of the offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of the shares
from the Company to the placement agent; (h) fees and expenses of our legal counsel and accountants; and (i) reasonable legal fees and
disbursements incurred by the placement agent not to exceed $37,500 if the closing occurs (or up to a maximum of $30,000 if the closing
does not occur). We estimate the expenses of this offering payable by us, not including placement agent fees, will be approximately
$120,000.
The
terms of this offering were subject to market conditions and negotiations between us and the investors.
We
expect to deliver the shares of common stock and the pre-funded warrants being offered pursuant to this prospectus supplement on or about
October 27, 2023.
The
foregoing does not purport to be a complete statement of the terms and conditions of the securities purchase agreement. A copy of each
purchase agreement with the investors will be included as an exhibit to our Current Report on Form 8-K that will be filed with the SEC
and incorporated by reference into the registration statement of which this prospectus supplement and the accompanying prospectus form
a part. See “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”
Lock-Up
Agreements. Pursuant to certain “lock-up” agreements, our directors and executive officers have agreed, subject to certain
exceptions, for a period of sixty (60) days from the closing date, not to: (i) offer, pledge, sell, contract to sell, enter into a swap
or otherwise transfer or dispose of any securities of the Company, without the prior written consent of the placement agent, (ii) make
any demand for or exercise any right with respect to the registration of any such securities, or (iii) publicly disclose the intention
to make or do any of the foregoing.
This
lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for common stock. It also
applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement
later acquires the power of disposition. The exceptions permit, among other things and subject to restrictions, certain transfers of
securities as a bona fide gift, the issuance of common stock upon the vesting of restricted stock awards or upon exercise of outstanding
stock options issued under the Company’s equity incentive plan, or the transfer or withholding of shares upon any such vesting
event or exercise, and any transfer made pursuant to a bona fide third party tender offer, merger or similar transaction made to all
shareholders involving a change of control.
Company
Standstill. The securities purchase agreement provides that, for a period of thirty (30) days from the closing date, the Company
will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or
Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated
pursuant to the Company’s equity incentive plan with respect to securities issued to its employees, officers and directors.
Electronic
Distribution. This prospectus supplement and the accompanying prospectus may be made available
in electronic format on the Company’s website. Other than this prospectus supplement and the accompanying prospectus, the information
on the Company’s website is not part of this prospectus supplement and the accompanying prospectus or the registration statement
of which this prospectus supplement and the accompanying prospectus form a part and should not be relied upon by investors.
Other
Relationships. The placement agent and its affiliates may in the future provide various investment banking, commercial banking and
other financial services for us and our affiliates for which they may receive customary fees; however, except as disclosed in this prospectus
supplement, we have no present arrangements with the placement agent for any further services.
Offering
Restrictions Outside the United States. No action has been or will be taken in any jurisdiction (except in the United States) that
would permit a public offering of the securities offered by this prospectus supplement and accompanying prospectus, or the possession,
circulation or distribution of this prospectus supplement and accompanying prospectus or any other material relating to us or the securities
offered hereby in any jurisdiction where action for that purpose is required. Accordingly, the securities offered hereby may not be offered
or sold, directly or indirectly, and neither of this prospectus supplement and accompanying prospectus nor any other offering material
or advertisements in connection with the securities offered hereby may be distributed or published, in or from any country or jurisdiction
except in compliance with any applicable rules and regulations of any such country or jurisdiction. The placement agent may arrange to
sell securities offered by this prospectus supplement and accompanying prospectus in certain jurisdictions outside the United States,
either directly or through affiliates, where they are permitted to do so.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus supplement will be passed upon for us by our counsel, Baker & Hostetler
LLP, Los Angeles, California. The placement agent is being represented in connection with this offering by Kaufman & Canoles, P.C.,
Richmond, Virginia.
EXPERTS
The
consolidated financial statements of Nuvve Holding Corp. incorporated in this Registration Statement on Form S-3 by reference from Nuvve
Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2022, have been audited by Deloitte & Touche LLP,
an independent registered public accounting firm, as stated in their report which is incorporated herein by reference. Such consolidated
financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting
and auditing.
The
consolidated financial statements of Nuvve Holding Corp. incorporated in this Registration Statement on Form S-3 by reference from Nuvve
Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2021, have been audited by Moss Adams LLP, an independent
registered public accounting firm, as stated in their report which is incorporated herein by reference. Such consolidated financial statements
have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the common stock we are offering
under this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain
all of the information set forth in the registration statement and the exhibits to the registration statement. For further information
with respect to us and the securities we are offering under this prospectus supplement and the accompanying prospectus, we refer you
to the registration statement and the exhibits and schedules filed as a part of the registration statement. We file annual, quarterly
and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy statements
and other information regarding issuers that file electronically with the SEC, including us. You can review and copy these documents,
without charge, on the SEC’s website. The address of the SEC’s website is www.sec.gov. Additionally, you may access our filings
with the SEC through our website at www.nuvve.com. The reference to our website is intended to be an inactive textual reference only.
The information on our website is not part of this prospectus supplement, the accompanying prospectus or any related free writing prospectus
and you should not consider information on or accessible through our website to be part of this prospectus supplement or the accompanying
prospectus.
Whenever
a reference is made in this prospectus supplement or the accompanying prospectus to any of our contracts, agreements or other documents,
the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits
to the reports or other documents incorporated by reference in this prospectus supplement or the accompanying prospectus for a copy of
such contract, agreement or other document.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC permits us to “incorporate by reference” the information and reports we file with it. This means that we can disclose
important information to you by referring to another document. The information that we incorporate by reference is considered to be part
of this prospectus supplement, and later information that we file with the SEC automatically updates and supersedes this information.
We incorporate by reference the documents listed below, except to the extent information in those documents is different from the information
contained in this prospectus supplement, and all future documents filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act until we terminate the offering of these securities (other than information deemed furnished pursuant to Items 2.02 and
7.01 of Form 8-K):
|
● |
our
Annual Report on for the fiscal year ended December 31, 2022 (filed on March 31, 2023); |
|
|
|
|
● |
our
Quarterly Report on Form 10-Q for the period ended March 31, 2023 (filed on May 12, 2023); |
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our
Quarterly Report on Form 10-Q for the period ended June 30, 2023 (filed on August 11, 2023); |
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Our
Definitive Proxy Statement on Schedule
14A, filed with the SEC on April 18, 2023 to the extent incorporated by reference into our Annual Report on Form
10-K for the year ended December 31, 2022 (other than the portions thereof that are furnished and not filed); |
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Our
Current Reports on Form 8-K (other than the portions thereof that are furnished and not filed) as filed with the SEC on January
27, 2023, January 31,
2023, February 9, 2023,
February 17, 2023,
March 28, 2023, April
17, 2023, April 24, 2023,
June 5, 2023, June
9, 2023, August 10, 2023,
October 12, 2023, October
16, 2023 and October
20, 2023. |
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the
description of our common stock on Form 8-K12B, effective March 25, 2021, registering our common stock pursuant to Section 12(b)
of the Exchange Act pursuant to Rule 12g-3 thereunder, including any amendment(s) or report(s) filed for the purpose of updating
such description, including the description of securities filed as an exhibit to our most recent Annual Report on Form 10-K, as amended. |
To
the extent that any statement in this prospectus supplement is inconsistent with any statement that is incorporated by reference and
that was made on or before the date of this prospectus supplement, the statement in this prospectus supplement shall supersede such incorporated
statement. The incorporated statement shall not be deemed, except as modified or superseded, to constitute a part of this prospectus
supplement or the registration statement. Statements contained in this prospectus supplement as to the contents of any contract or other
document are not necessarily complete and, in each instance, we refer you to the copy of each contract or document filed as an exhibit
to our various filings made with the SEC.
You
may request a copy of these filings, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference
into that filing, at no cost, by writing to or telephoning us at the following:
Nuvve
Holding Corp.
2488
Historic Decatur Road, Suite 200
San
Diego, California 92106
Attention:
Corporate Secretary
Tel:
(619) 456-5161
You
should rely only on the information incorporated by reference or presented in this prospectus or the applicable prospectus supplement.
We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any jurisdiction
where the offer is not permitted. You should not assume that the information in this prospectus or the applicable prospectus supplement
is accurate as of any date other than the dates on the front of those documents.
Nuvve Holding Corp.
$100,000,000
Common Stock
Preferred Stock
Warrants
Debt Securities
Units
We may offer and sell from time to time shares
of common stock, shares of preferred stock, warrants to purchase any of the other classes of securities offered hereby, debt securities
and/or units comprised of one or more of the other classes of securities offered hereby, at an aggregate initial offering price not to
exceed $100,000,000. The securities may be offered separately, together, or in series, and in amounts, at prices and on other terms to
be determined at the time of each offering. We will specify the terms of the securities being offered in one or more prospectus supplements,
which may also supplement, update or amend information contained or incorporated by reference in this prospectus.
We may sell the securities directly to investors,
to or through underwriters or dealers or through agents designated from time to time, among other methods. The prospectus supplement for
each offering will describe in detail the specific plan of distribution for the securities. The prospectus supplement also will set forth
the price to the public of such securities, any placement agent’s fees or underwriter’s discounts and commissions, and the
net proceeds we expect to receive from the sale of the securities.
Our common stock and pre-merger warrants are listed
for trading on the Capital Market of The Nasdaq Stock Market LLC, or “Nasdaq,” under the symbols “NVVE”
and “NVVEW,” respectively. On April 21, 2022, the closing price of our common stock was $7.15 and the closing price of our
pre-merger warrants was $0.829.
We are an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting
requirements.
Investing in our securities involves a high
degree of risk. See “Risk Factors” on page 3 in this prospectus and elsewhere in any supplements for a discussion of
information that should be considered in connection with an investment in our securities.
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 May 5, 2022
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
under the Securities Act on Form S-3 that we filed with the Securities and Exchange Commission, or the “SEC” using
a “shelf” registration process. Under this shelf process, we may, from time to time, sell or issue any of the combination
of securities described in this prospectus in one or more offerings with a maximum aggregate offering price of up to $100,000,000.
This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. If
there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information
in that prospectus supplement.
As permitted under the rules of the SEC, this
prospectus incorporates important business information about us that is contained in documents that we file with the SEC but that are
not included in or delivered with this prospectus. This prospectus, any prospectus supplement and the documents we incorporate by reference
herein include important information about us and our common stock, and other information you should know before investing. You should
read both this prospectus and any prospectus supplement, together with the additional information described below under the heading “Where
You Can Find More Information” and “Information Incorporated by Reference.”
You should rely only on the information contained
or incorporated by reference in this prospectus and any prospectus supplement or issuer free writing prospectus relating to a particular
offering. We have not authorized anyone to provide you with different information and, if provided, such information or representations
must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any issuer free writing
prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is
unlawful for such person to make such an offering or solicitation. This prospectus does not contain and any prospectus supplement or issuer
free writing prospectus will not contain all of the information included in the registration statement. For a more complete understanding
of the offering, you should refer to the registration statement, including its exhibits.
You should not assume that the information appearing
in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. You should not assume that the
information contained in any prospectus supplement or in the documents incorporated by reference herein or therein or in any issuer free
writing prospectus is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results
of operations, and prospects may have changed since that date.
We are not making any representation to any purchaser
regarding the legality of an investment by such purchaser under any legal investment or similar laws or regulations. You should not consider
any information in this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax
advisor for legal, business and tax advice regarding an investment in our securities.
Unless the context indicates otherwise, in this
prospectus, “Nuvve” and the “Company” and “we,” “us,” “our”
and similar terms refer to Nuvve OpCo and its subsidiaries, for periods prior to the Business Combination, and to Nuvve HoldCo and its
subsidiaries, including Nuvve OpCo, for periods after the Business Combination. In addition:
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“Business Combination” refers to the business combination between Newborn, Nuvve OpCo and Nuvve Holdco as described below. |
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“Newborn” refers to Newborn Acquisition Corp., a Cayman Islands company, which is Nuvve Holding Corp.’s predecessor. |
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“Nuvve OpCo” refers to Nuvve Corporation, a Delaware corporation acquired by us in the Business Combination. |
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“Nuvve HoldCo” refers to Nuvve Holding Corp., a Delaware corporation, and its consolidated subsidiaries, including Nuvve Corporation after the Business Combination. |
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“pre-merger warrants” refers to the warrants issued pursuant to the warrant agreement, dated as of February 13, 2010 and amended as of March 19, 2021, between us and Continental Stock Transfer & Trust Company, as warrant agent (“Warrant Agreement”), which were assumed by us in the Business Combination. |
On March 19, 2021, Nuvve HoldCo consummated the
Business Combination contemplated by that certain merger agreement, dated as of November 11, 2020 and amended as of February 20, 2021,
or the “Merger Agreement,” by and among Newborn, Nuvve OpCo, Nuvve HoldCo, Nuvve Merger Sub Inc., a Delaware corporation
and wholly-owned subsidiary of Nuvve HoldCo, or “Merger Sub,” and Ted Smith, as the representative of the Nuvve stockholders.
Pursuant to the Merger Agreement, the Business Combination was effected through (i) the reincorporation of Newborn by the merger of Newborn
with and into Nuvve HoldCo, with Nuvve HoldCo surviving as the publicly traded entity, or the “Reincorporation Merger,”
and (ii) immediately after the Reincorporation Merger, the merger of Merger Sub with and into Nuvve OpCo, with Nuvve OpCo surviving as
the wholly-owned subsidiary of Nuvve HoldCo, or the “Acquisition Merger.” On the closing date of the Business Combination,
Nuvve HoldCo changed its name to “Nuvve Holding Corp.”
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the
Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information
about the public reference room.
We have filed with the SEC a registration statement
under the Securities Act relating to the offering of these securities. The registration statement, including the attached exhibits, contains
additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the
registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above.
The registration statement and our SEC filings,
including the documents referred to below under “Information Incorporated by Reference,” are also available
on our website, www.nuvve.com. We have not incorporated by reference into this prospectus the information on our website, and you should
not consider it to be a part of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference
the information 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 an important part of this prospectus, and information that we file later with the SEC will automatically
update and supersede this information. This prospectus incorporates by reference the documents listed below, all filings we make under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing date of the registration statement of which this prospectus
forms a part and prior to effectiveness of such registration statement, and all filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after effectiveness of such registration statement and prior to the sale of all of the securities offered
hereby:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (filed on March 31, 2022), as amended on Form 10-K/A (filed on April 22, 2022); |
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our Current Report on Form 8-K filed on January 14, 2022; and |
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the description of our common stock on Form 8-K12B, effective March 25, 2021, registering our common stock pursuant to Section 12(b) of the Exchange Act pursuant to Rule 12g-3 thereunder, including any amendment(s) or report(s) filed for the purpose of updating such description, including the description of securities filed as an exhibit to our most recent Annual Report on Form 10-K. |
Any statement contained in a document filed before
the date of this prospectus and incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this prospectus. Any information that we file after the date of
this prospectus with the SEC and incorporated by reference herein will automatically update and supersede the information contained in
this prospectus and in any document previously incorporated by reference in this prospectus. Notwithstanding the foregoing, we are not
incorporating any document or portion thereof or information deemed to have been furnished and not filed in accordance with SEC rule.
We will provide you with a copy of the documents
incorporated by reference in this prospectus, without charge, upon written or oral request directed to Nuvve Holding Corp., 2488 Historic
Decatur Road, San Diego, California 92106, telephone number (619) 456-5161. You may also access the documents incorporated by reference
as described under “Where You Can Find More Information.”
NOTE ON FORWARD-LOOKING STATEMENTS AND RISK
FACTOR SUMMARY
This prospectus contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E
of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” All statements, other than statements of
present or historical fact included in this prospectus, our future financial performance, strategy, expansion plans, future operations,
future operating results, 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. Forward-looking statements in this prospectus may include, for example, statements
about the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings outlook and
prospects of Nuvve and other statements about the period following the consummation of the Business Combination. In some cases, you can
identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“continue,” “goal,” “project” or the negative of such terms or other similar expressions.
We have based these forward-looking statements
on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict
and many of which are beyond our control.
The section in this prospectus titled “Risk
Factors,” including the information incorporated by reference therein, and the other cautionary language discussed in this prospectus
provide examples of risks and uncertainties that may cause actual developments to differ materially from those expressed or implied by
the forward-looking statements, including those relating to:
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our early stage of development, our history of net losses, and our expectation for losses to continue in the future; |
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our ability to manage growth effectively; |
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our reliance on charging station manufacturing and other partners; |
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existing and future competition in the EV charging market; |
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pandemics and health crises, including the COVID-19 pandemic; |
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our ability to increase sales of our products and services, especially to fleet operators; |
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the adoption of bi-directional Vehicle-to-Grid technology; |
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the rate of electrification of U.S. school bus fleets, and other fleet vehicles; |
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our participation in the energy markets; |
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the interconnection of our GIVe™ platform to the electrical grid; |
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the rate of adoption of Transportation-as-a-Service; |
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significant payments under the intellectual property acquisition agreement pursuant which the University of Delaware assigned to us certain of its key patents underlying the V2G technology; |
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our international operations, including related tax, compliance, market and other risks; |
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our ability to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel; |
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inexperience of our management in operating a public company; |
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acquisitions by us of other businesses; |
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the rate of adoption of EVs; |
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the rate of technological change in the industry; |
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our ability to protect our intellectual property rights; |
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our investment in research and development; |
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our ability to expand sales and marketing capabilities; |
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our ability to raise additional funds when needed; |
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our ability to achieve the anticipated benefits of our Levo joint venture; |
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the existence of identified material weaknesses in our internal control over financial reporting; |
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electric utility statutes and regulations and changes to such statutes or regulations; |
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volatility in the trading price of our securities; and |
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our status as an “emerging growth company” within the meaning of the Securities Act. |
Should one or more of these risks or uncertainties
materialize or should any of the assumptions made by the management of Nuvve prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. All subsequent written and oral forward-looking statements concerning any matters
addressed in this prospectus and attributable to Nuvve or any person acting on their behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to in this prospectus. Except to the extent required by applicable law or regulation,
Nuvve undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus
or to reflect the occurrence of unanticipated events.
OUR COMPANY
The following is a summary of some of the information
contained or incorporated by reference in this prospectus which we believe to be important. We have selected highlights of material aspects
of our business to be included in this summary. You should read this entire prospectus, including the information incorporated by reference
in this prospectus, including our most recent annual report on Form 10-K any subsequent quarterly reports on Form 10-Q. Investing in our
securities involves risks. Therefore, you should carefully consider the information provided under the heading “Risk Factors”
in this prospectus and in the other reports that we file with the SEC.
Overview
Nuvve is leading the electrification of the planet,
beginning with transportation. Founded on the need to store and optimize renewable energy sources, we believe that electrification will
unlock the benefits of clean energy and the profound impact it will have on our society and the planet.
Nuvve has introduced a new model for electrification
through our intelligent energy platform. Nuvve offers deep expertise and technical solutions that make electric vehicles more sophisticated,
efficient, and cost-effective. Combining the world’s most advanced vehicle-to-grid, or “V2G,” technology and
our ecosystem of partners, Nuvve dynamically manages power among electric vehicle, “EV,” batteries and the grid. Together,
these networked batteries serve as expanded capacity to supplement shifting energy needs and contribute to a more resilient grid. When
the world’s batteries are intelligently connected, everyone has an opportunity to share in the benefits of an electrified world.
Nuvve is delivering new value to owners, accelerating the adoption of EVs and the world’s transition to clean energy.
Since its founding in 2010, Nuvve has been responsible
for successful V2G projects on five continents and is deploying commercial services worldwide.
Technology
The Nuvve platform dynamically manages power to
and from EVs and the grid at scale. Our intelligent V2G technology allows owners to efficiently meet the energy demands of individual
vehicles and entire fleets. With Nuvve, the grid becomes more resilient through the benefits of greater networked battery capacity.
Nuvve’s Grid Integrated Vehicle (“GIVe”)
software platform enables it to aggregate multiple EV batteries into a virtual power plant, or “VPP,” to provide bidirectional
services to the electrical grid in a qualified and secure manner. VPPs can generate revenue by selling excess power to utility companies,
utilizing the stored power to perform grid services, or reduce building energy peak consumption. Nuvve is capable of providing many levels
of vehicle-grid integration, or “VGI,” and V2G services such as time of use optimization, or “TOU,”
demand response, demand charge management and wholesale energy market participation, thereby providing revenues from grid services as
well as utility bill savings behind the meter.
Market Opportunity and the Nuvve Solution
The EV industry has grown rapidly since Nuvve
was founded in 2010. According to the Bloomberg New Energy Finance (BNEF) Vehicle-to-Grid: Big Opportunities, Big Challenges (March 2021),
by 2040, there will be 500 million EVs on the road by 2040. In addition, countries around the world are expected to become increasingly
focused on meeting climate goals, in part, by reducing the environmental effects of internal combustion engine vehicles, which account
for approximately 45% of global carbon dioxide (“CO2”) emissions (source: ourworldindata.org).
As EV adoption grows, the associated charging
infrastructure needed to support EVs has also seen a growth trend over the last few years. According to an April 2021 report from Schroders,
the number of public charging points has grown from just over 600,000 at the end of 2018 to reach over 1.3 million by the end of 2020.
The same report projects the annual run-rate of investment in charging points will be $80 billion over the next 20 years.
Additional factors propelling this shift to electrification
include proposed fossil fuel bans or restrictions, transit electrification mandates, utility incentive programs and declining battery
costs.
However, as EV adoption grows, demand for electricity
as a transportation fuel may lead to congestion and overloading on transmission and local distribution grids. A significant investment
is predicted to be needed to upgrade the electric grid to support this influx.
Simultaneously, higher penetration of renewable
energy sources (such as solar and wind generation) inherently increases grid volatility. Nuvve believes that this combination of factors
further drives the need for intelligent VGI and V2G capabilities to effectively regulate grid voltage and frequency on a real time basis
and address other common challenges such as massive morning and afternoon grid ramping.
With V2G services capturing available grid value
streams such as frequency regulation, adaptive power, smart charging, smart charging/discharging, and peak-shaving services as part of
the solution, the EV fleet owner/operator can symbiotically assist in improving and assuring grid stabilization while earning revenues.
These revenues can be shared with the ratepayer to save in transportation energy costs and thereby effectively lower the cost of EV ownership.
V2G services can also help mitigate intermittency issues associated with renewables by (1) continuously injecting or absorbing energy
to and from the grid every few seconds to help to regulate frequency; and (2) be orderly and intelligently dispatched over a larger time
period to mitigate the enormous needs for capacity ramping. Perhaps most importantly, EVs represent one of the most appropriate solutions
to act as dispatchable distributed energy resources during renewable-rich mid-day periods by absorbing excess energy which might otherwise
be curtailed or create transmission network congestion problems.
Corporate History
Nuvve HoldCo was incorporated in Delaware on November
10, 2020 under the name “NB Merger Corp.” We were formed as a wholly-owned subsidiary of Newborn for the purpose of effecting
the Business Combination and to serve as the publicly traded parent company of Nuvve following the Business Combination. In connection
with the Business Combination, we changed our name to “Nuvve Holding Corp.” Nuvve OpCo was incorporated in Delaware law on
October 15, 2010 under the name “Nuvve Corporation.” As part of the Business Combination, Nuvve OpCo merged with Merger Sub,
with Nuvve OpCo surviving as our wholly owned subsidiary. 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. As part of the Business Combination, Newborn
reincorporated to Delaware by merging with and into Nuvve HoldCo, with Nuvve HoldCo surviving the merger.
Our principal executive offices are located at
2488 Historic Decatur Road, 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.
Implications of Being an Emerging Growth 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:
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not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; |
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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; |
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reduced disclosure obligations regarding executive compensation; and |
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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 $1.07 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.
Securities Offered
This prospectus contains summary descriptions
of the securities we may offer from time to time. These summary descriptions are not meant to be complete descriptions of each security.
The particular terms of any security will be described in the applicable prospectus supplement.
RISK FACTORS
Any investment in our securities involves a high
degree of risk. Potential investors are urged to read and consider the risks and uncertainties relating to an investment in our company
set forth under “Risk Factors” in the prospectus supplement relating to a particular offering, together with all of
the other information contained or incorporated by reference in the prospectus supplement or contained or incorporated by reference in
this prospectus. Potential investors also should read and consider the risks and uncertainties discussed under the item “Risk
Factors” in our most recent annual report on Form 10-K and in our subsequent quarterly reports on Form 10-Q, if any, all of
which are incorporated herein by reference, as they 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. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our business and results of operations. If any of these risks actually
occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common
stock could decline and you may lose all or part of your investment.
USE OF PROCEEDS
Unless otherwise indicated in the applicable
prospectus supplement, the net proceeds from the sale of the securities offered hereby will be used for working capital and other general
corporate purposes. Any specific allocation of the net proceeds of an offering of securities to a specific purpose will be determined
at the time of a particular offering and will be described in the prospectus supplement relating to such offering. Pending the application
of such proceeds, we expect to invest the proceeds in short-term, interest bearing, investment-grade marketable securities or money market
obligations.
DESCRIPTION OF CAPITAL STOCK
In the discussion that follows, we have summarized
selected provisions of our certificate of incorporation, bylaws and the Delaware General Corporation Law, or the “DGCL,”
relating to our capital stock. This summary is not complete, is subject to the relevant provisions of Delaware law and is qualified in
its entirety by reference to our certificate of incorporation and our bylaws. You should read the provisions of our certificate of incorporation
and our bylaws as currently in effect for provisions that may be important to you.
Authorized Capital Stock
Our authorized capital stock consists of 100,000,000
shares of common stock, par value of $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.
As of April 14, 2022, there were 18,869,195 shares
of our common stock outstanding and no shares of our preferred stock outstanding. The number of shares of common stock outstanding does
not include the shares issuable under our warrants, options and restricted stock units outstanding as of April 14, 2022, as follows:
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4,365,000 shares issuable upon exercise of the pre-merger warrants, which have an exercise price of $11.50 per whole share, are currently exercisable and expire in March 2026; |
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347,875 shares and 316,250 pre-merger warrants issuable upon exercise of the unit purchase option granted to the underwriter of Newborn’s initial public offering, which has an exercise price of $11.50 per unit of 1 1/10 shares and one pre-merger warrant, is currently exercisable and expires on February 13, 2023, and 158,125 shares issuable upon exercise of the 316,250 pre-merger warrants; |
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6,000,000 shares issuable upon exercise the warrants issued in connection with the formation of the Levo joint venture (the “Levo warrants”), which warrants have exercise prices ranging from $10.00 per share to $40.00 per share, become exercisable as described below and expire on May 17, 2031; |
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5,000,000 shares issuable upon exercise of the option embodied in the stock purchase agreement executed by us in connection with the formation of the Levo joint venture (the “Levo SPA”), which option has a purchase price of $50.00 per share, becomes exercisable as described below and expires on November 17, 2028, |
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2,738,575 shares issuable upon exercise of our outstanding stock options, which have a weighted average exercise price of approximately $9.19 per share and an average remaining life of approximately 7.80 years; and |
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350,925 shares issuable upon settlement of outstanding restricted stock units. |
As of April 14, 2022, we also had 1,321,374 shares
reserved for issuance, but not subject to outstanding awards, under our long-term incentive equity plan. In addition, our Chief Executive
Officer and Chief Operating Officer have committed to purchase from us 134,499 shares of our common stock at a price of $14.87 per share,
for an aggregate purchase price of $2,000,000.
Common Stock
The holders of our common stock are entitled to
one vote for each share held on all matters to be voted on by shareholders and do not have cumulative voting rights. There will be no
cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares of common
stock voted for the election of directors can elect all of the directors. The holders of our common stock will be entitled to receive
dividends, if and when declared by our board of directors out of funds legally available therefor. In the event of a liquidation, dissolution
or winding up, our stockholders will be entitled to share ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. Holders of our common
stock will have no conversion, preemptive or other subscription rights, and there will be no sinking fund or redemption provisions applicable
to our common stock.
Preferred Stock
Our certificate of incorporation grants our board
of directors the authority, without further stockholder authorization, to issue from time to time up to 1,000,000 shares of preferred
stock in one or more series and to fix the terms, limitations, voting rights, relative rights and preferences and variations of each series.
If we issue preferred stock, such preferred stock may have priority over our common stock with respect to dividends and other distributions,
including the distribution of assets upon liquidation. Although we have no present plans to issue any shares of preferred stock, the issuance
of shares of preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available
for distribution to the holders of our common stock, could adversely affect the rights and powers, including voting rights, of the common
stock and could have the effect of delaying, deterring or preventing a change of control of the Company or an unsolicited acquisition
proposal.
Dividends
We have not paid any cash dividends on our common
stock to date. Any future decisions regarding dividends will be made by our board of directors. We do not anticipate paying dividends
in the foreseeable future but expect to retain earnings to finance the growth of our business. Our board of directors has complete discretion
on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon
our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other
factors the board of directors may deem relevant.
Anti-Takeover Provisions
Provisions of the DGCL and our certificate of
incorporation and bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove
incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices
and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first
negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent
of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition
proposals because, among other things, negotiation of these proposals could result in improved terms for our stockholders.
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 the board 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 66⅔% of the total voting power of all the then outstanding shares of 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).
Authorized but Unissued Shares. Our authorized
but unissued common stock and preferred stock will be available for future issuances without stockholder approval and could be utilized
for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans.
The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an
attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Appointment of directors. Our certificate
of incorporation provides that newly created directorships (including those created by the board) or any vacancy on our board of directors
may be filled by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director.
The exercise of this authority may prevent stockholders from being able to fill vacancies on the board.
Special Meeting of Stockholders. Our bylaws
provide that special meetings of stockholders may be called only at the direction of our board of directors, our Chairman of the Board,
or our Chief Executive Officer. The existence of this provision could delay the ability of our stockholders to force consideration of
a proposal or to take action, including the removal of directors.
Advance notice requirements for stockholder
proposals and director nominations. Our bylaws provide that stockholders of record seeking to bring business before a special meeting
of stockholders, or to nominate candidates for election as directors at a special meeting of stockholders, must provide timely notice
of their intent in writing. To be timely, a stockholder’s notice will need to be received by the secretary at our principal executive
offices not later than the 60th day nor earlier than 90th day prior to the meeting. Pursuant to Rule 14a-8 of the Exchange
Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also
specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude stockholders from
bringing matters before a meeting of stockholders or from making nominations for directors at a meeting of stockholders.
Stockholder action by written consent.
Our certificate of incorporation and bylaws provides that any action required or permitted to be a taken by stockholders must be taken
at a duly called annual or special meeting of stockholders and may not be effected by written consent unless such action is recommended
or approved by all members of the board then in office.
Supermajority voting requirements. Our
certificate of incorporation and bylaws require the affirmative vote of holders of at least 66⅔% of the voting power of all
of the then-outstanding shares of the voting stock, voting together as a single class, to amend certain provisions of our certificate
of incorporation or to amend our bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited
takeover attempt.
Exclusive forum selection. Our certificate
of incorporation requires 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 behalf of we, (ii) any action asserting a claim of breach of a fiduciary duty owed by any
current or former director, officer, employee or agent of we to we or our stockholders, (iii) any action asserting a claim against us
arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws (as either may be amended
from time to time), (iv) any action or proceeding to interpret, apply, enforce or determine the validity of our amended and restated certificate
of incorporation or 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 Securities 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.
The enforceability of similar choice of forum
provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that, in connection
with claims arising under federal securities laws, a court could find the choice of forum provisions contained in or amended and restated
certificate of incorporation to be inapplicable or unenforceable. If that were the case, because stockholders will not be deemed to have
waived our compliance with the federal securities laws and the rules and regulations thereunder, it would allow stockholders to bring
claims for breach of these provisions in any appropriate forum.
Although we believe this provision benefits us
by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may
have the effect of discouraging lawsuits against our directors and officers.
Section 203 of the DGCL. We have not opted
out of Section 203 of the DGCL under our certificate of incorporation. As a result, pursuant to Section 203 of the DGCL, we are prohibited
from engaging in any business combination with any stockholder for a period of three years following the time that such stockholder, or
the “interested stockholder,” came to own at least 15% of the outstanding voting stock, or the “acquisition,”
except if:
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the board of directors approved the acquisition prior to its consummation; |
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the interested stockholder owned at least 85% of the outstanding voting stock upon consummation of the acquisition; or |
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the Business Combination is approved by the board of directors, and by a 2/3 majority vote of the other stockholders in a meeting. |
Generally, a “business combination”
includes any merger, consolidation, asset or stock sale or certain other transactions resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s
affiliates and associates, owns, or within the previous three years owned, 15% or more of our outstanding voting stock.
Under certain circumstances, declining to opt
out of Section 203 of the DGCL will make it more difficult for a person who would be an “interested stockholder” to effect
various business combinations with us for a three-year period. This may encourage companies interested in acquiring us to negotiate
in advance with our board of directors because the stockholder approval requirement would be avoided if the board approves the acquisition
which results in the stockholder becoming an interested stockholder. This may also have the effect of preventing changes in our board
of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Limitation on Directors’ Liability and Indemnification
The DGCL authorizes corporations to limit or eliminate,
subject to certain conditions, the personal liability of directors to corporations and their stockholders for monetary damages for breach
of their fiduciary duties. Our certificate of incorporation limits the liability of our directors to the fullest extent permitted by Delaware
law.
We have director and officer liability insurance
to cover liabilities our directors and officers may incur in connection with their services to the combined company, including matters
arising under the Securities Act. Our certificate of incorporation and bylaws also provide that we will indemnify our directors, officers,
employees and other agents to the fullest extent permitted by Delaware law. In addition, we have entered into customary indemnification
agreements with each of its officers and directors.
There is no pending litigation or proceeding involving
any of our directors, officers, employees or agents in which indemnification will be required or permitted. We are not aware of any threatened
litigation or proceedings that may result in a claim for such indemnification.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Listing
Our common stock is traded on the Nasdaq Capital
Market under the symbol “NVVE.”
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.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of common
stock, preferred stock, debt securities or any other security offered hereby. Warrants may be issued in one or more series and may be
issued independently or together with other securities and may be attached to or separate from any offered securities. We may issue the
warrants directly or under warrant agreements to be entered into between a warrant agent and us. Any warrant agent will act solely as
our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders
or beneficial owners of warrants.
The following outlines some of the general terms
and provisions of the warrants that we may issue. A prospectus supplement will describe the particular terms of any warrants offered from
time to time, and may supplement or change the terms outlined below. We will file as an exhibit to the registration statement of which
this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, a form of the warrant or form of the
warrant agreement and warrant certificate that sets forth the terms of the particular warrants we are offering. The summary of such terms
contained in this prospectus and in the applicable prospectus supplement is qualified in its entirety by reference to such warrant or
warrant agreement and warrant certificate. We urge you to read the warrant or warrant agreement and warrant certificate and the additional
description of the terms of the warrants included in the prospectus supplement.
General
The prospectus supplement relating to a particular
issue of warrants will describe the terms of the warrants, including the following:
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the title of the warrants; |
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the offering price for the warrants, if any; |
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the aggregate number of the warrants; |
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the designation and terms of the common stock, preferred stock or other class of security that may be purchased upon exercise of the warrants; |
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if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security; |
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if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable; |
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the number of shares and price of common stock or preferred stock, or the designation and number or amount of debt or other securities, that may be purchased upon exercise of a warrant; |
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the dates on which the right to exercise the warrants commence and expire; |
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; |
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if applicable, a discussion of material U.S. federal income tax considerations; |
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anti-dilution provisions of the warrants, if any; |
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redemption or call provisions, if any, applicable to the warrants; and |
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
In the case of warrants issued under a warrant
agreement, we and the warrant agent generally may amend or supplement the warrant agreement for a series of warrants without the consent
of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that
do not materially and adversely affect the interests of the holders of the warrants.
Holders may exercise warrants as set forth in
the prospectus supplement relating to the warrants being offered. In general, holders may exercise warrants at any time up to the close
of business on the expiration date set forth in the applicable prospectus supplement. After the expiration time, unexercised warrants
will be void.
Until a holder exercises the warrants to purchase
any securities underlying the warrants, the holder will not have any rights as a holder of the underlying securities by virtue of ownership
of warrants.
Outstanding Warrants
As of April 14, 2022, we have six series of warrants
outstanding, the pre-merger warrants and five series of Levo warrants.
Pre-Merger Warrants
Each pre-merger warrant entitles the holder thereof
to purchase one-half (1/2) of one share of our common stock at a price of $11.50 per whole share. We will not issue fractional shares.
As a result, a warrant holder must exercise its warrants in multiples of two, at a price of $11.50 per whole share, subject to adjustment,
to validly exercise the warrants. The warrants became exercisable upon the completion of the Business Combination and will expire five
years after the consummation of the Business Combination, or March 19, 2026. However, except as set forth below, no warrants will be exercisable
for cash unless we have an effective and current registration statement covering the common stock issuable upon exercise of the warrants
and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the shares
of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of the Business Combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to
maintain an effective registration statement, exercise the warrants on a cashless basis pursuant to the exemption from registration provided
by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If an exemption from registration is not available,
holders will not be able to exercise their warrants on a cashless basis.
We may redeem the outstanding pre-merger warrants
(excluding the private warrants sold to NeoGenesis Holding Co. Ltd., Newborn’s sponsor, in connection with the consummation of Newborn’s
initial public offering), in whole and not in part, at a price of $0.01 per warrant:
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at any time while the warrants are exercisable, |
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upon a minimum of 30 days’ prior written notice of redemption, |
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if, and only if, the last sales price of our common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption, and |
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if, and only if, there is a current registration statement in effect with respect to our common stock underlying the warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
If the foregoing conditions are satisfied and
we issue a notice of redemption, each pre-merger warrant holder can exercise his, her or its warrant prior to the scheduled redemption
date. However, the price of our common stock may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per
whole share after the redemption notice is issued and not limit our ability to complete the redemption.
If we call the warrants for redemption as described
above, our management will have the option to require all pre-merger warrant holders that wish to exercise their warrants to do so on
a “cashless basis.” In such event, each warrant holder would pay the exercise price by surrendering the whole warrant for
that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (as defined
below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our common
stock for the 20 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant
holders. Whether we will exercise our option to require all warrant holders to exercise their warrants on a “cashless basis”
will depend on a variety of factors including the price of our common stock at the time the warrants are called for redemption, our cash
needs at such time and concerns regarding dilutive share issuances.
The exercise price and number of shares of common
stock issuable on exercise of the pre-merger warrants may be adjusted in certain circumstances including in the event of a share capitalizations,
extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for
issuances of common stock at a price below their respective exercise prices.
The pre-merger warrants may be exercised upon
surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on
the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by
certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights
or privileges of holders of our common stock or any voting rights until they exercise their warrants and receive common stock. After the
issuance of our common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on
all matters to be voted on by stockholders.
Except as described above, no pre-merger warrants
will be exercisable and we will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus
relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered
or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms
of the pre-merger warrant agreement, we have agreed to use its best efforts to meet these conditions and to maintain a current prospectus
relating to the common stock issuable upon exercise of the warrants until the expiration of such warrants. However, we cannot assure you
that it will be able to do so and, if we do not maintain a current prospectus relating to the common stock issuable upon exercise of the
warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus
relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt
from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to net cash settle or cash
settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.
Holders of the pre-merger warrants may elect to
be subject to a restriction on the exercise of their warrants such that an electing warrant holder (and his, her or its affiliates) would
not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder (and his, her or its affiliates)
would beneficially own in excess of 9.99% of our Common Stock issued and outstanding. Notwithstanding the foregoing, any person who acquires
a warrant with the purpose or effect of changing or influencing the control of our company, or in connection with or as a participant
in any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying
common stock and not be able to take advantage of this provision.
No fractional shares will be issued upon exercise
of the pre-merger warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share
(as a result of a subsequent share capitalizations payable in shares of common stock, or by a split up of the common stock or other similar
event), we will, upon exercise, round up or down to the nearest whole number the number of shares of common stock to be issued to the
warrant holder.
The pre-merger warrants are issued in registered
form under a warrant agreement between us and Continental Stock Transfer & Trust Company, as warrant agent. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants in order
to make any change that adversely affects the interests of the registered holders.
The warrant agent and registrar for our pre-merger
warrants is Continental Stock Transfer & Trust Company located at 1 State Street, 30th Floor, New York, NY 10004.
Our pre-merger warrants are traded on the Nasdaq
Capital Market under the symbol “NVVEW.”
Levo Warrants
The Levo warrants were issued in five separate
series, as follows:
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Series B Warrants to purchase 2,000,000 shares of our common stock, in the aggregate, at an exercise price of $10.00 per share, which are fully vested upon issuance; |
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Series C Warrants to purchase 1,000,000 shares of our common stock, in the aggregate, at an exercise price of $15.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million in aggregate capital expenditures; |
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Series D Warrants to purchase 1,000,000 shares of our common stock, in the aggregate, at an exercise price of $20.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $250 million in aggregate capital expenditures; |
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Series E Warrants to purchase 1,000,000 shares of our common stock, in the aggregate, at an exercise price of $30.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $375 million in aggregate capital expenditures; and |
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Series F Warrants to purchase 1,000,000 shares of our common stock, in the aggregate, at an exercise price of $40.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures. |
Subject to the terms of the Levo warrants, a warrant
shall be exercisable, at the election of the holder, either in full or from time to time in part during the period commencing on the 180th day
after the applicable vesting date and until 5:00 p.m., New York City time, on May 17, 2031. The Levo warrants may be exercised for cash
or on a cashless basis. We will not be required to net cash settle the Levo warrants under any circumstances. In order to exercise all
or any of the Levo warrants, a holder must deliver to us (i) the warrants being exercised, (ii) the form of election to exercise provided
therein duly filled in and signed and on which the holder may elect to have the exercise of warrants completed on a cashless basis, and
(iii) if the holder does not elect to have the exercise of the warrants completed on a cashless basis, payment in full, by wire transfer
of immediately available funds to a bank account or accounts to be designated by us, of the exercise for each whole share as to which
the warrant is exercised.
If a holder elects to complete an exercise on
a cashless basis, the Levo warrants will be converted into shares of common stock pursuant to a cashless exercise, after which we will
issue to the holder a number of the shares equal to the result obtained by (i) subtracting the exercise price from the market value on
the day immediately preceding the date on which the holder delivers the applicable exercise notice, (ii) dividing the result by such market
value, and (iii) multiplying the difference by the number of shares of common stock as to which the Levo warrants are then being exercised.
The market value for this purposes is the average VWAP during a 10 consecutive trading day period ending on the trading day immediately
prior to the date of determination.
If a holder elects to partially exercise a Levo
warrant, the number of shares deliverable upon such partial exercise must be not less than 10,000 shares.
In the event of a Change of Control (as defined
in the Levo warrants) in which we are not the surviving entity (or if we are the surviving entity, but are a subsidiary of a new parent
entity), (i) we shall deliver or to cause to be delivered to the holder, in exchange for its outstanding Levo warrants, one or more warrants
in the surviving entity or new parent entity, as applicable, that has the same rights, preferences and privileges as the Levo warrants,
subject to appropriate adjustments to be made to the number of shares underlying such warrants and the applicable exercise price to reflect
any exchange ratio or similar construct applicable in connection with such Change of Control and (ii) notwithstanding any other provision
of the Levo warrants, all unvested Levo warrants shall vest and become immediately exercisable immediately prior to the consummation of
such Change of Control transaction.
Levo warrants may not be exercised by, or securities
issued to, any holder unless the issuance of the common stock is registered under the Securities Act or an exemption from the registration
requirements thereunder is available, nor may Levo warrants be exercised by, or securities issued to, any holder in any state in which
such exercise or issuance would be unlawful.
The exercise price and number of shares issuable
upon exercise of the Levo warrants are subject to adjustment for changes in our capital stock, including stock splits, stock combinations,
stock dividends, reclassifications, distributions of purchase rights and distributions of assets. If we complete a business combination,
the warrants shall be converted into the right to acquire the property they would have received if the warrants were exercised prior to
such business combination.
We shall not be required to issue fractional shares
or scrip representing fractional shares on the exercise of Levo warrants. If any fraction of a share would otherwise be issuable on the
exercise of any Levo warrants (or specified portion thereof), we shall issue one additional whole share in lieu of such fraction.
We shall maintain a register for registering the
record ownership of the Levo warrants by the holders and transfers and exchanges of the warrants. Each Levo warrant will be registered
in the name of the holder thereof or its nominee.
The Levo warrants are not listed on any exchange
or traded in any over-the-counter market.
DESCRIPTION OF DEBT SECURITIES
We may offer any combination of senior debt securities
or subordinated debt securities. We may issue the debt securities under one or more indentures or without the use of an indenture to the
extent such issuance without an indenture is exempt under the terms of the Trust Indenture Act of 1939, as amended. If we issue the debt
securities under one or more indentures, the senior debt securities will be issued under one form of indenture and the subordinated debt
securities will be issued under another form of indenture, in each case, between us, as issuer, and the trustee or trustees identified
in a prospectus supplement. The form for each type of indenture is filed as an exhibit to the registration statement of which this prospectus
is a part. Further information regarding the trustee or trustees may be provided in the prospectus supplement.
The following outlines some of the general terms
and provisions of the debt securities that we may issue. A prospectus supplement will describe the particular terms of any debt securities
offered from time to time, and may supplement or change the terms outlined below. If we issue the debt securities under an indenture,
we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, a form of the indenture supplement that sets forth the terms of the particular debt securities we are offering.
If we issue the debt securities without an indenture, we will so file or incorporate by reference a form of the instrument evidencing
the debt securities that sets forth such terms. The summary of such debt securities contained in this prospectus and in the applicable
prospectus supplement is qualified in its entirety by reference to the indentures and the applicable indenture supplement, or to the other
applicable instrument evidencing the debt securities. We urge you to read the indentures and the applicable indenture supplement, or the
other applicable instrument evidencing the debt securities, and the additional description of the debt securities in the prospectus supplement.
General
Within the total dollar amount of this shelf registration
statement, we may issue an unlimited principal amount of debt securities in separate series. We may specify a maximum aggregate principal
amount for the debt securities of any series. However, the indentures, or other applicable instruments, might not limit the amount of
other debt that we may incur or whether that debt is senior to the debt securities offered by this prospectus, and might not contain financial
or similar restrictive covenants. The indentures, or other applicable instruments, might not contain any provision to protect holders
of debt securities against a sudden or dramatic decline in our ability to pay our debt.
Senior debt securities will be unsubordinated
obligations and will rank equal with all our other unsubordinated debt. Subordinated debt securities will be paid only if all payments
due under our senior indebtedness, including any outstanding senior debt securities, have been made.
The prospectus supplement will describe the debt
securities and the price or prices at which we will offer the debt securities. The description also will include:
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the title and form of the debt securities; |
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any limit on the aggregate principal amount of the debt securities or the series of which they are a part; |
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the date or dates on which we must repay the principal, the maturity date and the principal amount due at maturity and whether the securities will be offered at a price such that they will be deemed an “original issue discount”; |
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the person to whom any interest on a debt security of the series will be paid; |
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the rate or rates at which the debt securities will bear interest; |
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if any, the date or dates from which interest will accrue, and the dates on which we must pay interest; |
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the place or places where we must pay the principal and any premium or interest on the debt securities; |
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the terms and conditions on which we may redeem any debt security, if at all; |
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any obligation to redeem or purchase any debt securities, and the terms and conditions on which we must do so; |
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the denominations in which we may issue the debt securities; |
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the currency in which we will pay the principal of and any premium or interest on the debt securities and whether we may pay in property other than cash, including our securities; |
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the principal amount of the debt securities that we will pay upon declaration of acceleration of their maturity; |
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whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; |
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if applicable, that the debt securities are defeasible and the terms of such defeasance; |
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if applicable, the terms of any right to convert debt securities into, or exchange debt securities for, common stock, preferred stock. other debt securities and/or other securities or property; |
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whether we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for the global securities and the terms of the global securities; |
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the subordination provisions that will apply to any subordinated debt securities; |
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the events of default applicable to the debt securities and the rights of the trustee, if applicable, or the holders to declare the principal amount of any of the debt securities due and payable; and |
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the covenants that will apply to the debt securities. |
We may sell the debt securities at a substantial
discount below their stated principal amount. We will describe U.S. federal income tax considerations, if any, applicable to debt securities
sold at an original issue discount in the prospectus supplement. An “original issue discount security” is any debt security
sold for less than its face value, and which provides that the holder cannot receive the full face value if maturity is accelerated. The
prospectus supplement relating to any original issue discount securities will describe the particular provisions relating to acceleration
of the maturity upon the occurrence of an event of default. In addition, we will describe U.S. federal income tax or other considerations
applicable to any debt securities that are denominated in a currency or unit other than U.S. dollars in the prospectus supplement. If
we issue debt securities at a discount from their stated principal amount, then, for purposes of calculating the aggregate offering price
of the offered securities issued under this prospectus, we will include only the offering price of the debt securities and not the principal
amount of the debt securities.
The prospectus supplement will describe, if applicable,
the terms on which you may convert debt securities into or exchange them for common stock, preferred stock, other debt securities and/or
other securities or property. The conversion or exchange may be mandatory or may be at our option or at your option. The prospectus supplement
will describe how the number of shares of preferred stock and common stock or amount of debt securities or other securities or property
to be received upon conversion or exchange would be calculated.
The Indentures
The following outlines some of the general terms
and provisions of the indentures for senior debt securities and subordinated debt securities issued under the indentures. Forms of the
indentures are filed as exhibits to the registration statement of which this prospectus is a part. The summary of the indentures contained
in this prospectus is qualified in its entirety by reference to such forms, which we urge you to read in full.
Subordinated Debt Securities
The indebtedness underlying any subordinated debt
securities will be payable only if all payments due under our senior indebtedness, as defined in the applicable indenture and any indenture
supplement, including any outstanding senior debt securities, have been made. If we distribute our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization or in bankruptcy, insolvency, receivership or similar proceedings, we must first pay all amounts
due or to become due on all senior indebtedness before we pay the principal of, or any premium or interest on, the subordinated debt securities.
In the event the subordinated debt securities are accelerated because of an event of default, we may not make any payment on the subordinated
debt securities until we have paid all senior indebtedness or the acceleration is rescinded. If the payment of subordinated debt securities
accelerates because of an event of default, we must promptly notify holders of senior indebtedness of the acceleration.
If we experience a bankruptcy, dissolution or
reorganization, holders of senior indebtedness may receive more, ratably, and holders of subordinated debt securities may receive less,
ratably, than our other creditors. The indenture for subordinated debt securities may not limit our ability to incur additional senior
indebtedness.
Form, Exchange and Transfer
We will issue debt securities only in fully registered
form, without coupons, and only in denominations of $1,000 and integral multiples thereof, unless the prospectus supplement provides otherwise.
The holder of a debt security may elect, subject to the terms of the indentures and the limitations applicable to global securities, to
exchange them for other debt securities of the same series of any authorized denomination and of similar terms and aggregate principal
amount.
Holders of debt securities may present them for
exchange as provided above or for registration of transfer, duly endorsed or with the form of transfer duly executed, at the office of
the transfer agent we designate for that purpose. We will not impose a service charge for any registration of transfer or exchange of
debt securities, but we may require a payment sufficient to cover any tax or other governmental charge payable in connection with the
transfer or exchange. We will name the transfer agent in the prospectus supplement. We may designate additional transfer agents or rescind
the designation of any transfer agent or approve a change in the office through which any transfer agent acts, but we must maintain a
transfer agent in each place where we will make payment on debt securities.
If we redeem the debt securities, we will not
be required to issue, register the transfer of or exchange any debt security during a specified period prior to mailing a notice of redemption.
We are not required to register the transfer of or exchange of any debt security selected for redemption, except the unredeemed portion
of the debt security being redeemed.
Global Securities
The debt securities may be represented, in whole
or in part, by one or more global securities that will have an aggregate principal amount equal to that of all debt securities of that
series. Each global security will be registered in the name of a depositary identified in the prospectus supplement. We will deposit the
global security with the depositary or a custodian, and the global security will bear a legend regarding the restrictions on exchanges
and registration of transfer.
No global security may be exchanged in whole or
in part for debt securities registered, and no transfer of a global security in whole or in part may be registered, in the name of any
person other than the depositary or any nominee or successor of the depositary unless:
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the depositary is unwilling or unable to continue as depositary; or |
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the depositary is no longer in good standing under the Securities Exchange Act of 1934, as amended, or “Exchange Act,” or other applicable statute or regulation. |
The depositary will determine how all securities
issued in exchange for a global security will be registered.
As long as the depositary or its nominee is the
registered holder of a global security, we will consider the depositary or the nominee to be the sole owner and holder of the global security
and the underlying debt securities. Except as stated above, owners of beneficial interests in a global security will not be entitled to
have the global security or any debt security registered in their names, will not receive physical delivery of certificated debt securities
and will not be considered to be the owners or holders of the global security or underlying debt securities. We will make all payments
of principal, premium and interest on a global security to the depositary or its nominee. The laws of some jurisdictions require that
some purchasers of securities take physical delivery of such securities in definitive form. These laws may prevent you from transferring
your beneficial interests in a global security.
Only institutions that have accounts with the
depositary or its nominee and persons that hold beneficial interests through the depositary or its nominee may own beneficial interests
in a global security. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts
of debt securities represented by the global security to the accounts of its participants. Ownership of beneficial interests in a global
security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the
depositary or any such participant.
The policies and procedures of the depositary
may govern payments, transfers, exchanges and other matters relating to beneficial interests in a global security. We and the trustee
will assume no responsibility or liability for any aspect of the depositary’s or any participant’s records relating to, or
for payments made on account of, beneficial interests in a global security.
Payment and Paying Agents
We will pay principal and any premium or interest
on a debt security to the person in whose name the debt security is registered at the close of business on the regular record date for
such interest.
We will pay principal and any premium or interest
on the debt securities at the office of our designated paying agent. Unless the prospectus supplement indicates otherwise, the corporate
trust office of the trustee will be the paying agent for the debt securities.
Any other paying agents we designate for the debt
securities of a particular series will be named in the prospectus supplement. We may designate additional paying agents, rescind the designation
of any paying agent or approve a change in the office through which any paying agent acts, but we must maintain a paying agent in each
place of payment for the debt securities.
The paying agent will return to us all money we
pay to it for the payment of the principal, premium or interest on any debt security that remains unclaimed for a specified period. Thereafter,
the holder may look only to us for payment, as an unsecured general creditor.
Consolidation, Merger and Sale of Assets
Under the terms of the indentures, so long as
any securities remain outstanding, we may not consolidate or enter into a share exchange with or merge into any other person, in a transaction
in which we are not the surviving corporation, or sell, convey, transfer or lease our properties and assets substantially as an entirety
to any person, unless:
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the successor assumes our obligations under the debt securities and the indentures; and |
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we meet the other conditions described in the indentures. |
Events of Default
Each of the following will constitute an event
of default under each indenture:
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failure to pay any interest on any debt security when due, for more than a specified number of days past the due date; |
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failure to pay any principal or deposit any sinking fund payment when due; |
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failure to perform any covenant or agreement in the indenture that continues for a specified number of days after written notice has been given by the trustee or the holders of a specified percentage in aggregate principal amount of the debt securities of that series; |
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events of bankruptcy, insolvency or reorganization; and |
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any other event of default specified in the prospectus supplement. |
If an event of default occurs and continues, both
the trustee and holders of a specified percentage in aggregate principal amount of the outstanding securities of that series may declare
the principal amount of the debt securities of that series to be immediately due and payable. The holders of a majority in aggregate principal
amount of the outstanding securities of that series may rescind and annul the acceleration if all events of default, other than the nonpayment
of accelerated principal, have been cured or waived.
Except for its duties in case of an event of default,
the trustee will not be obligated to exercise any of its rights or powers at the request or direction of any of the holders, unless the
holders have offered the trustee reasonable indemnity. If they provide this indemnification and subject to conditions specified in the
applicable indenture, the holders of a majority in aggregate principal amount of the outstanding securities of any series may 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 a debt security of any series may
institute any proceeding with respect to the indentures, or for the appointment of a receiver or a trustee, or for any other remedy, unless:
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the holder has previously given the trustee written notice of a continuing event of default; |
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the holders of a specified percentage in aggregate principal amount of the outstanding securities of that series have made a written request upon the trustee, and have offered reasonable indemnity to the trustee, to institute the proceeding; |
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the trustee has failed to institute the proceeding for a specified period of time after its receipt of the notification; and |
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the trustee has not received a direction inconsistent with the request within a specified number of days from the holders of a specified percentage in aggregate principal amount of the outstanding securities of that series. |
Modification and Waiver
We and the trustee may change an indenture without
the consent of any holders with respect to specific matters, including:
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to fix any ambiguity, defect or inconsistency in the indenture; and |
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to change anything that does not materially adversely affect the interests of any holder of debt securities of any series. |
In addition, under the indentures, the rights
of holders of a series of notes may be changed by us and the trustee with the written consent of the holders of at least a majority in
aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the trustee may only make
the following changes with the consent of the holder of any outstanding debt securities affected:
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extending the fixed maturity of the series of notes; |
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon the redemption, of any debt securities; or |
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reducing the percentage of debt securities the holders of which are required to consent to any amendment. |
The holders of a majority in principal amount
of the outstanding debt securities of any series may waive any past default under the indenture with respect to debt securities of that
series, except a default in the payment of principal, premium or interest on any debt security of that series or in respect of a covenant
or provision of the indenture that cannot be amended without each holder’s consent.
Except in limited circumstances, we may set any
day as a record date for the purpose of determining the holders of outstanding debt securities of any series entitled to give or take
any direction, notice, consent, waiver or other action under the indentures. In limited circumstances, the trustee may set a record date.
To be effective, the action must be taken by holders of the requisite principal amount of such debt securities within a specified period
following the record date.
Defeasance
To the extent stated in the prospectus supplement,
we may elect to apply the provisions in the indentures relating to defeasance and discharge of indebtedness, or to defeasance of restrictive
covenants, to the debt securities of any series. The indentures provide that, upon satisfaction of the requirements described below, we
may terminate all of our obligations under the debt securities of any series and the applicable indenture, known as legal defeasance,
other than our obligation:
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to maintain a registrar and paying agents and hold monies for payment in trust; |
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to register the transfer or exchange of the notes; and |
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to replace mutilated, destroyed, lost or stolen notes. |
In addition, we may terminate our obligation to
comply with any restrictive covenants under the debt securities of any series or the applicable indenture, known as covenant defeasance.
We may exercise our legal defeasance option even
if we have previously exercised our covenant defeasance option. If we exercise either defeasance option, payment of the notes may not
be accelerated because of the occurrence of events of default.
To exercise either defeasance option as to debt
securities of any series, we must irrevocably deposit in trust with the trustee money and/or obligations backed by the full faith and
credit of the United States that will provide money in an amount sufficient in the written opinion of a nationally recognized firm of
independent public accountants to pay the principal of, premium, if any, and each installment of interest on the debt securities. We may
only establish this trust if, among other things:
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no event of default shall have occurred or be continuing; |
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in the case of legal defeasance, we have delivered to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in law, which in the opinion of our counsel, provides that holders of the debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; |
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in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and |
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we satisfy other customary conditions precedent described in the applicable indenture. |
Title
We may treat the person in whose name a debt security
is registered as the absolute owner, whether or not such debt security may be overdue, for the purpose of making payment and for all other
purposes.
Governing Law
The indentures and the debt securities will be
governed by and construed in accordance with the laws of the State of New York.
DESCRIPTION OF THE UNITS
We may issue units comprised of one or more of
the other classes of securities offered hereby 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. Thus, the holder of a unit will have the rights and obligations of a holder of each included
security.
The units may be, but are not required to be,
issued under unit agreements to be entered into between us and a unit agent, as detailed in the prospectus supplement relating to the
units being offered. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, a form of the unit agreement and unit certificate, if any, that sets forth the terms
of the particular units we are offering. The summary of such terms contained in this prospectus and in the applicable prospectus supplement
is qualified in its entirety by reference to such unit agreement and unit certificate. We urge you to read the unit agreement and unit
certificate, if any, and the additional description of the terms of the units included in the prospectus supplement.
The prospectus supplement will describe the units
and the price or prices at which we will offer the units. The description will include:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately; |
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a description of the terms of any unit agreement governing the units; |
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a description of the provisions for the payment, settlement, transfer or exchange of the units; |
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a discussion of material federal income tax considerations, if applicable; and |
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whether the units if issued as a separate security will be issued in fully registered or global form. |
The descriptions of the units in this prospectus
and in any prospectus supplement are summaries of the material provisions of the applicable agreements.
PLAN OF DISTRIBUTION OF SECURITIES
We may sell or issue the securities offered by
this prospectus from time to time in any one or more of the following ways:
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through underwriters or dealers; |
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directly to purchasers or a single purchaser; or |
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through a combination of any of these methods. |
The manner in which we may sell some or all of
the securities covered by this prospectus includes, without limitation, through:
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exercises of warrants or other rights; |
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an “at the market” offering, within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the “Securities Act,” to or through a market maker or into an existing trading market on an exchange or otherwise; |
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a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction; |
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purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
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ordinary brokerage transactions and transactions in which a broker solicits purchasers; and |
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privately negotiated transactions. |
The distribution of the securities may be effected
from time to time in one or more transactions:
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at a fixed price, or prices, which may be changed from time to time; |
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at market prices prevailing at the time of sale; |
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at varying prices determined at the time of sale; or |
For each offering of securities hereunder, we
will describe the method of distribution of such securities, among other things, in a prospectus supplement. A prospectus supplement will
set forth the terms of the offering of the securities, including:
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the name or names of any agents or underwriters; |
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the purchase price of the securities being offered and the proceeds we will receive from the sale; |
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any over-allotment options under which underwriters may purchase additional securities from us; |
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
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any initial public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchanges or markets on which such securities may be listed. |
Sales Through Underwriters or Dealers
If underwriters are used in the sale of the securities,
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.
The securities may be either offered to the public through underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase
the securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of the securities
if any are purchased. Any initial public offering price and any discounts or concessions allowed or paid to dealers may be changed from
time to time.
If a dealer is used in the sale of the securities,
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. We may negotiate and pay dealers’ commissions, discounts or concessions for
their services. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act, of our securities so
offered and sold.
Direct Sales and Sales Through Agents
We may sell the securities directly, in which
case no underwriters or agents would be involved, or we may sell the securities through agents designated by us from time to time. If
agents are used in the sale of the securities, the agent will not purchase any securities for its own account, but will arrange for the
sale of the securities. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for
the period of its appointment. We may negotiate and pay agent’s fees or commissions for their services. If the securities are sold
directly by us, we may sell the securities to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act, with respect to any sale of those securities.
Delayed Delivery Contracts
We may authorize underwriters, dealers or agents
to solicit offers by institutional investors, such as commercial banks and investment companies, to purchase the securities from us at
the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. The conditions to these contracts and the commissions payable for solicitation of the contracts will
be set forth in the applicable prospectus supplement.
At-the-Market Offerings
Underwriters, dealers or agents could make sales
in an “at-the-market” offering, directly on the Nasdaq Capital Market, the existing trading market for our common stock and
pre-merger warrants, or such other exchange or automated quotation system on which our securities trade, or to or through a market maker
other than on an exchange.
Rights Offerings
We may issue the securities as a dividend or distribution
or in a subscription rights offering to our existing security holders. If we offer securities in a subscription rights offering to our
existing security holders, 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.
Compensation
In compliance with the guidelines of the Financial
Industry Regulatory Authority, Inc., or FINRA, all discounts, commissions or agency fees or other items constituting underwriting compensation
to be received by any FINRA member or independent broker-dealer will be disclosed in the applicable prospectus supplement.
Indemnification
Any underwriters and agents may be entitled to
indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect
to payments which the agents or underwriters may be required to make in respect of their liabilities.
Stabilization Activities
During and after an offering through underwriters,
the underwriters may purchase and sell the securities in the open market. These transactions may include over allotment and stabilizing
transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose
a penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their
account may be reclaimed by the syndicate if such offered securities are repurchased by the syndicate in stabilizing or covering transactions.
These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the
price that might otherwise prevail in the open market. If commenced, these activities may be discontinued at any time.
Passive Market Making
Any underwriters who are qualified market makers
may engage in passive market making transactions in the securities in accordance with Rule 103 of Regulation M.
Trading Markets
Unless otherwise specified in the applicable prospectus
supplement, securities offered under this prospectus will be a new issue and, other than the common stock and pre-merger warrants, which
are quoted on the Nasdaq Capital Market, will have no established trading market. We may elect to list any other class or series of securities
on an exchange, and in the case of the common stock, on any additional exchange, but, unless otherwise specified in the applicable prospectus
supplement, we shall not be obligated to do so. Any underwriters to whom securities are sold for public offering and sale may make a market
in the securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
The securities may or may not be listed on a national securities exchange or a foreign securities exchange. No assurance can be given
as to the liquidity of the trading market for any of the securities.
Other Matters
Any underwriters, dealers and agents, and their
associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, or perform services,
including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.
We will bear all costs, expenses and fees associated
with the registration of the securities offered.
LEGAL MATTERS
The legality of the common stock offered by this
prospectus has been passed upon by Graubard Miller, New York, New York.
EXPERTS
The consolidated financial statements of Nuvve
Holding Corp. incorporated in this Registration Statement on Form S-3 by reference from Nuvve Holding Corp.’s Annual Report on Form
10-K for the year ended December 31, 2021, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated
in their report which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting and auditing.
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