Nuvve Holding Corp 2025年度报告

FORM 10-K (MARK ONE)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2025 or 2488 Historic Decatur Road, Suite 230San Diego,California92106(Address of principal executive offices)(Zip Code) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” inRule12b-2 of the Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.YesNo If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo The aggregate market value of the common shares held by non-affiliates of the registrant on June 30, 2025, based on the closing price on that date of $37.92 ontheNasdaq Stock Market, was approximately $10,143,280. As of March23, 2026, 5,311,904 shares of the issuer’s common stock, par value $0.0001 per share, were issued and outstanding. NUVVE HOLDING CORP.FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025TABLE OF CONTENTS PagePart IItem 1.Business1Item 1A.Risk Factors29Item 1B.Unresolved Staff Comments58Item 1C.Cybersecurity58Item 2.Properties60Item 3.Legal Proceedings60Item 4.Mine Safety Disclosures60Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities61Item 6.Reserved61Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations62Item 7A.Quantitative and Qualitative Disclosures About Market Risk76Item 8.Financial Statements and Supplementary Data76Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure76Item 9A.Controls and Procedures76Item 9B.Other Information77Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections77Part IIIItem 10.Directors, Executive Officers and Corporate Governance78Item 11.Executive Compensation82Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters89Item 13.Certain Relationships and Related Transactions, and Director Independence92Item 14.Principal Accounting Fees and Services95Part IVItem 15.Exhibits96Item 16.Form 10–K Summary99Signatures100 Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K and other documents we file with the SEC contain forward-looking statements that are based on currentexpectations, estimates, forecasts and projections about us, our future performance, our financial condition, our products, our business strategy,our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releasesor written statements, or in our communications and discussions with investors and analysts in the normal co