Subsequent Events	3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Issuance of Series 3 J-Kiss Units During April 2026, Nuvve Japan raised $0.2 million from issuance of 40 Series 3 J-Kiss units subscriptions. Securities Exchange and Omnibus Amendment Agreement On May 12, 2026, the “Company entered into a securities exchange and omnibus amendment agreement (the “Exchange Agreement”) with certain holders (the “Holders”) of warrants exercisable for an aggregate of up to 1,323,952 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) certain common stock purchase warrants of the Company originally issued on October 31, 2024 and having a current exercise price of $8.5212 (such warrants, the “2024 Private Placement Warrants”); (ii) certain common stock purchase warrants of the Company issued upon the exercise of certain 2024 Additional Investment Rights (as defined below) and having a current exercise price of $8.5212 (such warrants, the “2024 AIR Warrants”); (iii) certain common stock purchase warrants of the Company originally issued on December 30, 2025 and having a current exercise price of $8.5212 (such warrants, the “2025 Private Placement Warrants”); (iv) certain common stock purchase warrants of the Company issued upon the exercise of certain 2025 Additional Investment Rights (as defined below) and having a current exercise price of $0.0001 (such warrants, the “2025 AIR Warrants” and, together with the 2024 Private Placement Warrants, the 2025 Private Placement Warrants and the 2024 AIR Warrants, the “Existing Warrants”). Pursuant to the Exchange Agreement, the Holders agreed to exchange their Existing Warrants for an aggregate of 728,174 shares of Common Stock (the “Exchange Shares”), provided, however, to the extent that a Holder may elect in its sole discretion, such Holder may instead receive an amount of newly issued pre-funded common stock purchase warrants each exercisable for shares of Common Stock, at a nominal exercise price of $0.0001 per share (such warrants, the “Pre-Funded Warrants”, and such shares of Common Stock issuable upon exercise thereof, the “Pre-Funded Warrant Shares”), with such Exchange Shares and Pre-Funded Warrants to be an aggregate 728,174 shares of Common Stock (the “Exchange”). The Pre-Funded Warrants will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 3(a)(9) thereof. Amendment to Certificate of Designation Pursuant to the Exchange Agreement, the Company and the Holders, holding a majority of the outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), agreed to amend the terms of the Series A Preferred Stock in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation Amendment”) to remove the Floor Price (as defined therein) as a limitation on adjustments to the conversion price of the Series A Preferred Stock, including adjustments arising from certain price-based anti-dilution adjustments. Such Certificate of Designation Amendment to be subject to the approval of the Company’s stockholders. Termination of the Additional Investment Rights Pursuant to the Exchange Agreement, the Company and the Holders, agreed that upon the Closing (as defined below), the Holders would irrevocably waive, relinquish and terminate the Holders’ certain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of November 14, 2025 (the “2025 Additional Investment Right”) and that certain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of October 31, 2024 (the “2024 Additional Investment Right” and together with the 2025 Additional Investment Right, the “Additional Investment Rights”) and providing that neither the Company nor the Holders shall have any further rights or obligations with respect to the Additional Investment Rights. The Holders further agreed to forgo exercise of any Additional Investment Right and exercise of any Existing Warrant outstanding as of May 12, 2026 and until July 27, 2026. Termination of the ELOC Pursuant to the Exchange Agreement, the Company provided notice that effective as of the Closing, the Company shall terminate that certain common shares purchase agreement, dated November 14, 2025, (the “ELOC Agreement”) between the Company and certain investors signatory thereto pursuant to Section 8.2 of the ELOC Agreement and such investors agreed to waive the notice requirements set forth in Section 8.2 and 10.4 of the ELOC Agreement. Amendment to Securities Purchase Agreement Pursuant to the Exchange Agreement, the Company and Holders agreed to amend and restate Section 4.12(a) of the 2025 Securities Purchase Agreement to provide that the subsequent financing participation right of the Purchasers (as defined therein) would be divided pro rata among the Purchasers based upon their ownership percentage of the Existing Warrants. Stockholder Approval Pursuant to the Exchange Agreement, the Company agreed to hold a special meeting of stockholders on or prior to July 27, 2026, for the purposes of obtaining stockholder approval (i) under the applicable rules and regulations of the Nasdaq Stock Market (“Nasdaq”) approving the issuance of the Exchange Shares and shares of Common Stock pursuant to the exercise of the Pre-Funded Warrants in excess of 19.99% of the issued and outstanding Common Stock on the date of the Exchange Agreement and (ii) the removal of the Floor Price as a limitation on adjustments to the conversion price of the Series A Preferred Stock, including adjustments arising from certain price-based anti-dilution adjustments (the “Stockholder Approval”). The closing of the Exchange (the “Closing”) shall take place upon the receipt of the Stockholder Approval, and the satisfaction of certain customary conditions contained in the Exchange Agreement. Registration Rights Agreement Also on May 12, 2026, the Company and certain investors signatory thereto entered into a registration rights agreement (the “Registration Rights Agreement) pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the public resale of (i) the Exchange Shares, (ii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and (iii) the shares of Common Stock issuable pursuant to the conversion of the Series A Preferred Stock, including such shares of Common Stock issuable upon payment of dividends on the Series A Preferred Stock. The Company has agreed to file a registration statement within five (5) days after the execution of the Registration Rights Agreement, to become effective no later than 30 days after filing. If these deadlines are not met, the Company will be liable for liquidated damages of 1.50% multiplied by the aggregate subscription amount paid in connection with any transactions pursuant to which the Existing Warrants were acquired, including for the avoidance of doubt any subscription amounts paid by such Holder in connection with any Additional Investment Rights. Further, if the Company fails to pay such liquidated damages within seven days from the date payable, the Company will pay interest thereon at a rate of 18.00% per annum (or such lesser maximum amount that is permitted to be paid by the applicable law) to each holder of the registrable securities. The foregoing descriptions of the terms of the Certificate of Designation Amendment, Pre-Funded Warrant, Exchange Agreement, and Registration Rights Agreement are not intended to be complete and are qualified in their entirety by reference to such exhibits, which are filed as Exhibits 3.1, 4.1, 10.5, and 10.6, respectively, to this Quarterly Report on Form 10-Q. Neither this current report on Form 10-Q, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein. Term Loan As previously disclosed, on June 12, 2026, the Company entered into a business loan and security agreement (the “June 2026 Loan Agreement”) with ACH Capital West, LLC, which provides for a term loan in the amount of $1,500,000 which principal and interest (of $585,000) is due on May 11, 2027. Commencing on June 19, 2026, the Company is required to make weekly payments of $43,438 until May 11, 2027. An origination fee of $45,000 was paid on the term of the loan. Special Meeting of Stockholders On June 23, 2026, the Company held a special meeting of stockholders (the “June Special Meeting”) at which our stockholders approved (i) a proposal to effect a reverse stock split within a range of 1-for-2 to 1-for-40, as determined in the discretion of the Board and (ii) the issuance of shares of common stock and shares underlying a newly designated Series B Preferred Stock of the Company, pursuant to agreements with Omnia. Series B Preferred Stock Following approval from our stockholders at the June Special Meeting, on June 24, 2026, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Series B COD”) with the Secretary of State of Delaware. The Series B COD designates 150,000 shares of our authorized preferred stock, par value $0.0001 per share, as Series B Preferred Stock, par value $0.0001 and stated value of $0.0001 per share (the “Series B Preferred Stock”) and sets for the preferences, rights and limitations of the Series B Preferred Stock. The Series B Preferred Stock are convertible, at the option of the holder of such shares, into a number of shares of Common Stock determined by (i) multiplying (x) the number of shares of Series B Preferred Stock to be Converted by (y) the stated value of such shares, and then (ii) dividing the result by the conversion price of $22.50 per share (the “Series B Conversion Price”), subject to certain conditions. The Series B Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like. Reverse Stock Split Following the June Special Meeting, our Board approved a reverse stock split of the Common Stock at a ratio of 1-for 18 (the “Reverse Stock Split”). The Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on July 6, 2026. The number of authorized shares and par value per share were not adjusted as a result of the Reverse Stock Split. All references to shares, options to purchase Common Stock, share amounts, per share amounts, and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. The shares of common stock underlying outstanding stock options and other equity instruments, other than outstanding warrants, were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. Sale and Purchase Agreement As previously disclosed, on June 22, 2026, Nuvve Denmark, a wholly owned subsidiary of the Company, entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Toparceanu Ioan, Ciolacu Silviu, Fodor Alexandru, Vulcan Ioan, Dungaciu Andrei, Popa Partenie (collectively, the “Sibiu Sellers”) to acquire all of the equity interests of BESS Sibiu SRL, a Romanian limited liability company (“BESS Sibiu”), which is currently developing a 42 MW battery energy storage system (the “Battery Energy Storage Project”) in Sibiu, Romania. In exchange, Nuvve Denmark agreed to pay to the Sibiu Sellers, (i) a monthly fee of €10,000 accruing from the execution of the Sale and Purchase Agreement until the earlier of the COD Date (as defined below) or COD Long Stop Date (as defined below) (the “Development Fee”), (ii) upon the BESS Sibiu Closing (as defined below), approximately €420,000 (the “Initial Purchase Price”), subject to certain adjustments, including (a) an increase per the amount of the financial guarantee made to the Romanian Energy Regulatory Authority, (b) a decrease for the amount of certain outstanding loans owed by BESS Sibiu to the Sibiu Sellers (the “Seller Loan Amount”), and (c) relevant adjustments, which may be either a positive or negative amount, for the net working capital of BESS Sibiu at the BESS Sibiu Closing, and (iii) only upon receipt of a generation license issued by the Romanian Energy Regulatory Authority regarding the Battery Energy Storage Project (the “COD Date”), approximately €1,260,000, subject to reduction by the amount of the previously paid Development Fee, (the “COD Payment”). If, due to reasons attributable to the Sibiu Sellers, the COD Date has not occurred as of the fifteen-month anniversary of the BESS Sibiu Closing (the “COD Long Stop Date”), the COD Payment shall not become due or payable. Additionally, Nuvve Denmark has agreed to pay to the Sibiu Sellers the Seller Loan Amount in an aggregate amount equal to RON 946,000.m Related Party Loans – Nuvve Japan As previously disclosed, Gregory Poilasne, our Chief Executive Officer, and David Robson, our Chief Financial Officer, participated in the JKISS Investment transaction conducted by Nuvve Japan as of December 31, 2025. In connection with JKISS Investment, Messrs. Poilasne and Robson entered into the Nuvve Japan Loan Agreements with Nuvve Japan, pursuant to which Nuvve Japan agreed to lend Messrs. Poilasne and Robson $351,085 and $223,418, respectively, which represented the consideration payable by each officer in exchange for the receipt of Series 3 J-Kiss SARs in the JKISS Investment. The Company and the Chief Executive Officer and Chief Financial Officer agreed that each officer would enter into an agreement with Nuvve Japan pursuant to which their respective Series 3-J-Kiss SARs will be cancelled in exchange for Nuvve Japan returning the respective investment amounts in cash or a note receivable, or a combination of both, for each officer’s respective Series 3 J-Kiss SARs. The cancellation agreements between each of Messrs. Poilasne and Robson were effective as of July 9, 2026. See Note 14 above for additional information regarding the JKISS Investment and related transactions.

On May 12, 2026, the “Company entered into a securities exchange and omnibus amendment agreement (the “Exchange Agreement”) with certain holders (the “Holders”) of warrants exercisable for an aggregate of up to 1,323,952 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) certain common stock purchase warrants of the Company originally issued on October 31, 2024 and having a current exercise price of $8.5212 (such warrants, the “2024 Private Placement Warrants”); (ii) certain common stock purchase warrants of the Company issued upon the exercise of certain 2024 Additional Investment Rights (as defined below) and having a current exercise price of $8.5212 (such warrants, the “2024 AIR Warrants”); (iii) certain common stock purchase warrants of the Company originally issued on December 30, 2025 and having a current exercise price of $8.5212 (such warrants, the “2025 Private Placement Warrants”); (iv) certain common stock purchase warrants of the Company issued upon the exercise of certain 2025 Additional Investment Rights (as defined below) and having a current exercise price of $0.0001 (such warrants, the “2025 AIR Warrants” and, together with the 2024 Private Placement Warrants, the 2025 Private Placement Warrants and the 2024 AIR Warrants, the “Existing Warrants”). Pursuant to the Exchange Agreement, the Holders agreed to exchange their Existing Warrants for an aggregate of 728,174 shares of Common Stock (the “Exchange Shares”), provided, however, to the extent that a Holder may elect in its sole discretion, such Holder may instead receive an amount of newly issued pre-funded common stock purchase warrants each exercisable for shares of Common Stock, at a nominal exercise price of $0.0001 per share (such warrants, the “Pre-Funded Warrants”, and such shares of Common Stock issuable upon exercise thereof, the “Pre-Funded Warrant Shares”), with such Exchange Shares and Pre-Funded Warrants to be an aggregate 728,174 shares of Common Stock (the “Exchange”).

Pursuant to the Exchange Agreement, the Company and the Holders, holding a majority of the outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), agreed to amend the terms of the Series A Preferred Stock in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation Amendment”) to remove the Floor Price (as defined therein) as a limitation on adjustments to the conversion price of the Series A Preferred Stock, including adjustments arising from certain price-based anti-dilution adjustments. Such Certificate of Designation Amendment to be subject to the approval of the Company’s stockholders.

Pursuant to the Exchange Agreement, the Company and the Holders, agreed that upon the Closing (as defined below), the Holders would irrevocably waive, relinquish and terminate the Holders’ certain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of November 14, 2025 (the “2025 Additional Investment Right”) and that certain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of October 31, 2024 (the “2024 Additional Investment Right” and together with the 2025 Additional Investment Right, the “Additional Investment Rights”) and providing that neither the Company nor the Holders shall have any further rights or obligations with respect to the Additional Investment Rights. The Holders further agreed to forgo exercise of any Additional Investment Right and exercise of any Existing Warrant outstanding as of May 12, 2026 and until July 27, 2026.

Pursuant to the Exchange Agreement, the Company provided notice that effective as of the Closing, the Company shall terminate that certain common shares purchase agreement, dated November 14, 2025, (the “ELOC Agreement”) between the Company and certain investors signatory thereto pursuant to Section 8.2 of the ELOC Agreement and such investors agreed to waive the notice requirements set forth in Section 8.2 and 10.4 of the ELOC Agreement.

Pursuant to the Exchange Agreement, the Company agreed to hold a special meeting of stockholders on or prior to July 27, 2026, for the purposes of obtaining stockholder approval (i) under the applicable rules and regulations of the Nasdaq Stock Market (“Nasdaq”) approving the issuance of the Exchange Shares and shares of Common Stock pursuant to the exercise of the Pre-Funded Warrants in excess of 19.99% of the issued and outstanding Common Stock on the date of the Exchange Agreement and (ii) the removal of the Floor Price as a limitation on adjustments to the conversion price of the Series A Preferred Stock, including adjustments arising from certain price-based anti-dilution adjustments (the “Stockholder Approval”). The closing of the Exchange (the “Closing”) shall take place upon the receipt of the Stockholder Approval, and the satisfaction of certain customary conditions contained in the Exchange Agreement.

Also on May 12, 2026, the Company and certain investors signatory thereto entered into a registration rights agreement (the “Registration Rights Agreement) pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the public resale of (i) the Exchange Shares, (ii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and (iii) the shares of Common Stock issuable pursuant to the conversion of the Series A Preferred Stock, including such shares of Common Stock issuable upon payment of dividends on the Series A Preferred Stock. The Company has agreed to file a registration statement within five (5) days after the execution of the Registration Rights Agreement, to become effective no later than 30 days after filing. If these deadlines are not met, the Company will be liable for liquidated damages of 1.50% multiplied by the aggregate subscription amount paid in connection with any transactions pursuant to which the Existing Warrants were acquired, including for the avoidance of doubt any subscription amounts paid by such Holder in connection with any Additional Investment Rights. Further, if the Company fails to pay such liquidated damages within seven days from the date payable, the Company will pay interest thereon at a rate of 18.00% per annum (or such lesser maximum amount that is permitted to be paid by the applicable law) to each holder of the registrable securities.

The foregoing descriptions of the terms of the Certificate of Designation Amendment, Pre-Funded Warrant, Exchange Agreement, and Registration Rights Agreement are not intended to be complete and are qualified in their entirety by reference to such exhibits, which are filed as Exhibits 3.1, 4.1, 10.5, and 10.6, respectively, to this Quarterly Report on Form 10-Q. Neither this current report on Form 10-Q, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

As previously disclosed, on June 12, 2026, the Company entered into a business loan and security agreement (the “June 2026 Loan Agreement”) with ACH Capital West, LLC, which provides for a term loan in the amount of $1,500,000 which principal and interest (of $585,000) is due on May 11, 2027. Commencing on June 19, 2026, the Company is required to make weekly payments of $43,438 until May 11, 2027. An origination fee of $45,000 was paid on the term of the loan.

On June 23, 2026, the Company held a special meeting of stockholders (the “June Special Meeting”) at which our stockholders approved (i) a proposal to effect a reverse stock split within a range of 1-for-2 to 1-for-40, as determined in the discretion of the Board and (ii) the issuance of shares of common stock and shares underlying a newly designated Series B Preferred Stock of the Company, pursuant to agreements with Omnia.

Following approval from our stockholders at the June Special Meeting, on June 24, 2026, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Series B COD”) with the Secretary of State of Delaware. The Series B COD designates 150,000 shares of our authorized preferred stock, par value $0.0001 per share, as Series B Preferred Stock, par value $0.0001 and stated value of $0.0001 per share (the “Series B Preferred Stock”) and sets for the preferences, rights and limitations of the Series B Preferred Stock. The Series B Preferred Stock are convertible, at the

option of the holder of such shares, into a number of shares of Common Stock determined by (i) multiplying (x) the number of shares of Series B Preferred Stock to be Converted by (y) the stated value of such shares, and then (ii) dividing the result by the conversion price of $22.50 per share (the “Series B Conversion Price”), subject to certain conditions. The Series B Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like.

Following the June Special Meeting, our Board approved a reverse stock split of the Common Stock at a ratio of 1-for 18 (the “Reverse Stock Split”). The Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on July 6, 2026. The number of authorized shares and par value per share were not adjusted as a result of the Reverse Stock Split. All references to shares, options to purchase Common Stock, share amounts, per share amounts, and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. The shares of common stock underlying outstanding stock options and other equity instruments, other than outstanding warrants, were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities.

As previously disclosed, on June 22, 2026, Nuvve Denmark, a wholly owned subsidiary of the Company, entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Toparceanu Ioan, Ciolacu Silviu, Fodor Alexandru, Vulcan Ioan, Dungaciu Andrei, Popa Partenie (collectively, the “Sibiu Sellers”) to acquire all of the equity interests of BESS Sibiu SRL, a Romanian limited liability company (“BESS Sibiu”), which is currently developing a 42 MW battery energy storage system (the “Battery Energy Storage Project”) in Sibiu, Romania. In exchange, Nuvve Denmark agreed to pay to the Sibiu Sellers, (i) a monthly fee of €10,000 accruing from the execution of the Sale and Purchase Agreement until the earlier of the COD Date (as defined below) or COD Long Stop Date (as defined below) (the “Development Fee”), (ii) upon the BESS Sibiu Closing (as defined below), approximately €420,000 (the “Initial Purchase Price”), subject to certain adjustments, including (a) an increase per the amount of the financial guarantee made to the Romanian Energy Regulatory Authority, (b) a decrease for the amount of certain outstanding loans owed by BESS Sibiu to the Sibiu Sellers (the “Seller Loan Amount”), and (c) relevant adjustments, which may be either a positive or negative amount, for the net working capital of BESS Sibiu at the BESS Sibiu Closing, and (iii) only upon receipt of a generation license issued by the Romanian Energy Regulatory Authority regarding the Battery Energy Storage Project (the “COD Date”), approximately €1,260,000, subject to reduction by the amount of the previously paid Development Fee, (the “COD Payment”). If, due to reasons attributable to the Sibiu Sellers, the COD Date has not occurred as of the fifteen-month anniversary of the BESS Sibiu Closing (the “COD Long Stop Date”), the COD Payment shall not become due or payable. Additionally, Nuvve Denmark has agreed to pay to the Sibiu Sellers the Seller Loan Amount in an aggregate amount equal to RON 946,000.m

As previously disclosed, Gregory Poilasne, our Chief Executive Officer, and David Robson, our Chief Financial Officer, participated in the JKISS Investment transaction conducted by Nuvve Japan as of December 31, 2025. In connection with JKISS Investment, Messrs. Poilasne and Robson entered into the Nuvve Japan Loan Agreements with Nuvve Japan, pursuant to which Nuvve Japan agreed to lend Messrs. Poilasne and Robson $351,085 and $223,418, respectively, which represented the consideration payable by each officer in exchange for the receipt of Series 3 J-Kiss SARs in the JKISS Investment.

The Company and the Chief Executive Officer and Chief Financial Officer agreed that each officer would enter into an agreement with Nuvve Japan pursuant to which their respective Series 3-J-Kiss SARs will be cancelled in exchange for Nuvve Japan returning the respective investment amounts in cash or a note receivable, or a combination of both, for each officer’s respective Series 3 J-Kiss SARs. The cancellation agreements between each of Messrs. Poilasne and Robson were effective as of July 9, 2026.