Sec Form 4 Filing - Poilasne Gregory @ Nuvve Holding Corp. - 2024-10-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Poilasne Gregory 2. Issuer Name and Ticker or Trading Symbol Nuvve Holding Corp. [ NVVE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NUVVE HOLDING CORP., 2468 HISTORIC DECATUR ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2024 (Street) SAN DIEGO, CA92106 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Senior Convertible Notes $ 3.402 10/31/2024 A 10/31/2024( 1 ) 04/30/2026 Common Stock $ 250,000 ( 1 ) $ 250,000 D Warrants (right to buy) $ 3.78 10/31/2024 A 73,487 10/31/2024( 2 ) 10/31/2029 Common Stock 73,487 ( 1 ) ( 2 ) 73,487 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Poilasne Gregory C/O NUVVE HOLDING CORP. 2468 HISTORIC DECATUR ROAD, SUITE 200 SAN DIEGO, CA92106 X Chief Executive Officer Signatures /s/ Gregory Poilasne 11/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person acquired the $250,000 principal amount convertible promissory note and accompanying warrant from the Issuer for aggregate consideration of $225,000. The Senior Convertible Note bears interest at 8% and is subject to a 19.99% blocker, the Exchange Cap, unless the Issuer receives stockholder approval to issue shares of common stock upon the conversion of the Senior Convertible Note that exceed the Exchange Cap. ( 2 )The Warrant was granted on October 31, 2024 and is exercisable for 73,487 shares of the Issuer's common shares at a price of $3.78 per share and will expire on October 31, 2029. The issuance of shares upon exercise of the Warrant is subject to the Exchange Cap unless the Issuer receives stockholder approval to issue shares of common stock upon the exercise of the Warrant that exceed the Exchange Cap.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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