Nuvve Holding Corp. Terminates Exchange and Registration Agreements

What Happened
Nuvve Holding Corp. announced on July 21, 2026 (8-K) that it has effectively terminated the May 12, 2026 securities Exchange Agreement with certain warrant holders and the related Registration Rights Agreement with certain investors. As a result, the planned Exchange—under which Existing Warrants would have been exchanged for an aggregate of 13,107,127 shares of common stock (or, at holders’ election, pre-funded warrants exercisable for those shares)—will no longer occur.

Key Details

• Exchange Agreement and Registration Rights Agreement dated May 12, 2026 were terminated (filed July 21, 2026).
• The Exchange would have covered an aggregate of 13,107,127 common shares (or equivalent pre-funded warrant shares); that exchange will not take place.
• Provisions in the Exchange Agreement that would have prevented certain RRA Investors from exercising specified warrants were terminated, so those restrictions are no longer in effect.
• The Company will not pursue the contemplated Certificate of Designation amendment (removal of the Series A Preferred “Floor Price”) and does not intend to seek stockholder approval for that change.
• Related actions tied to the Exchange — termination of certain Additional Investment Rights (2024 and 2025 AIRs), the planned ELOC termination, and an SPA amendment — are no longer expected to take effect as previously anticipated.
• Because the Registration Rights Agreement was terminated, Nuvve no longer believes it will file the contemplated resale registration statement covering the Exchange Shares, pre-funded warrant shares, or shares issuable on conversion of Series A Preferred.

Why It Matters
For investors, this filing means the previously announced transaction that would have converted warrants into roughly 13.1 million common shares (or pre-funded warrant equivalents) and enabled public resale of those shares is off. That limits near-term dilution from that specific exchange but also means the related resale registration that would have increased liquidity for those securities likely will not be filed. The company also confirmed it will not pursue the proposed change to the Series A Preferred conversion limitations, so existing conversion protections remain in place. The filing contains standard forward‑looking disclaimers; no financial results or executive changes were reported.