Nuvve Holding Corp 8-K, filed Jun 30, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,DC 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2021

Registrant’s telephone number, including area code: (619) 456-5161

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 30, 2021, Nuvve Holding Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). Stockholders representing approximately 58.2% of the shares outstanding and entitled to vote were present in person or by proxy. At the Special Meeting, the stockholders approved the sole matter considered. A description of the matter and a tally of the votes on such matter are set forth below.

Proposal 1. Stockholders considered a proposal to approve, for the purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC, the issuance of up to 11,000,000 shares of the Company’s common stock, in the aggregate (subject to adjustment), pursuant to (i) the warrants issued by the Company on May 17, 2021, and (ii) the Securities Purchase Agreement between the Company and the purchasers identified therein dated May 17, 2021 (the “Transaction Proposal”). The issuance of the Company’s common stock was approved, as follows:

A fuller description of the Transaction Proposal and the matters contemplated thereby is set forth on pages 8 to 14 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 11, 2021, which description is incorporated herein by reference.

Because the foregoing proposal was approved, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies, was not presented.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2