8-K filed December 31, 2025, 6:59 PM ET ticker NVVE CIK 0001836875

other material confidence high sentiment positive materiality 0.65

Nuvve closes $5.4M private placement of Series A Preferred and warrants to regain Nasdaq compliance

Nuvve Holding Corp.

Issued 6,000 shares of Series A Preferred at $900/share (10% discount) and warrants for 2,534,856 shares at $3.5505.
Net proceeds for working capital; company believes it meets Nasdaq's $2.5M equity requirement.
Conversion price $2.367 per share (10% discount to pre-closing stock price); warrants exercisable 5 years.
Stockholders approved increase in authorized common shares from 200M to 400M and issuance of shares.
Company to file resale registration statement with SEC.

item 1.01 item 3.02 item 3.03 item 5.03 item 5.07 item 7.01 item 8.01 item 9.01

Machine-readable event card

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accession: 0001836875-25-000206
form_type: 8-K
ticker: NVVE
cik: 0001836875
company_name: Nuvve Holding Corp.
filed_at: 2025-12-31T23:59:59+00:00
discovered_at: 2026-05-14T18:02:40.722166+00:00
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Source-grounded claims

179dcefc4105ec192c7b2beef5f3e8f3b04568ee

Nuvve Holding Corp.: Increased authorized shares of Common Stock from 200,000,000 to 400,000,000 via Certificate of Amendment (effective 2025-12-29).

On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

fc8711c41fb545f492f9659cc5023303d5c9baf0

Nuvve Holding Corp. entered into Securities Purchase Agreement with the Purchasers valued at $5,400,000 (effective 2025-11-14).

On November 14, 2025, Nuvve Holding Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the Purchasers in a private placement (the “Private Placement”) of (i) shares of newly-designated Series A Convertible Preferred Stock, with par value $0.0001 per share and stated value of $1,000 per share (the “Series A Preferred Stock”) and (ii) accompanying warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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DISCIPLINED GROWTH ACQUISITION Corp June 1, 2026, 4:15 PM ET other_material Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

same fact type: governance_change, material_agreement same SEC item: 1.01, 3.02, 5.03, 8.01, 9.01 same event type: other_material similar materiality

This filing

On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.

Comparable filing

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This filing

On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.

Comparable filing

In connection with the Offering, the Company’s Board of Directors (the “Board”) approved a certificate of designation (the “Series B-1 Certificate of Designation”) fixing the voting powers, designations, preferences and rights and the qualifications, limitations or restrictions of Series B-1 Convertible Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), a newly created series of preferred stock of the Company, which became effective upon its filing with the Secretary of State of the State of Delaware on May 26, 2026.

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CPS TECHNOLOGIES CORP/DE/ June 1, 2026, 9:35 AM ET other_material Items 1.01, 5.03, 8.01, 9.01

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This filing

On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.

Comparable filing

On May 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) of the Company’s Restated Certificate of Incorporation, effective as of the same date. The Amendment increased the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Company is authorized to issue from 20,000,000 to 25,000,000.

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This filing

On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.

Comparable filing

As of 9:30 a.m., Eastern Time, on May 27, 2026, the certificate of incorporation of the Company was amended by the certificate of amendment to the certificate of incorporation of the Company (the “Certificate of Amendment”), which, among other things, (i) created and authorized 500,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), and (ii) converted the total number of shares of the Common Stock issued and outstanding into a number of validly issued, fully paid, and non-assessable shares of the Common Stock authorized for issuance pursuant to the Certificate of Amendment equal to 149,505,248.

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This filing

On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.

Comparable filing

On May 28, 2026, the Company filed with the Secretary of State of the State of Michigan (the “Michigan Secretary of State”) a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.

Filing page SEC filing

OHAC

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same fact type: governance_change same SEC item: 1.01, 3.02, 5.03, 8.01, 9.01 same event type: other_material similar materiality

This filing

On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.

Comparable filing

On May 20, 2026, the Company filed its Amended and Restated Memorandum and Articles of Association in the Cayman Islands.

Filing page SEC filing

KRMN

Selling stockholders price upsized secondary offering of 14M shares at $61/share for ~$854M gross proceeds

Karman Holdings Inc. June 1, 2026, 5:28 PM ET other_material Items 1.01, 7.01, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 7.01, 8.01, 9.01 same event type: other_material similar materiality

This filing

On November 14, 2025, Nuvve Holding Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the Purchasers in a private placement (the “Private Placement”) of (i) shares of newly-designated Series A Convertible Preferred Stock, with par value $0.0001 per share and stated value of $1,000 per share (the “Series A Preferred Stock”) and (ii) accompanying warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

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This filing

On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.

Comparable filing

On May 29, 2026, the Company filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment") to effect the Reverse Stock Split and Authorized Share Reduction.

Filing page SEC filing

Source: SEC EDGAR

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