Form 3 Nuvve Holding Corp. For: May 17 Filed by: Stonepeak Rocket Holdings LP

May 27, 2021 8:57 AM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Stonepeak Rocket Holdings LP

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2021
3. Issuer Name and Ticker or Trading Symbol
Nuvve Holding Corp. [ NVVE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Warrants (1) (2)   (4) 05/17/2031 Common Stock 2,000,000 (5) (6) 10 D (7) (8) (9)  
Series C Warrants (1) (2)   (4) 05/17/2031 Common Stock 1,000,000 (5) (6) 15 D (7) (8) (9)  
Series D Warrants (1) (2)   (4) 05/17/2031 Common Stock 1,000,000 (5) (6) 20 D (7) (8) (9)  
Series E Warrants (1) (2)   (4) 05/17/2031 Common Stock 1,000,000 (5) (6) 30 D (7) (8) (9)  
Series F Warrants (1) (2)   (4) 05/17/2031 Common Stock 1,000,000 (5) (6) 40 D (7) (8) (9)  
Options (3) 11/13/2021 11/17/2028 Common Stock 5,000,000 (5) (6) 50 D (7) (8) (9)  
Explanation of Responses:
1. On May 17, 2021, Nuvve Holding Corp, a Delaware corporation (the "Issuer"), entered into a letter agreement (the "Letter Agreement") with Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"), relating to the proposed formation of a joint venture, Levo Mobility LLC ("Levo," and such proposed joint venture, the "Proposed Transaction"). Pursuant to the Letter Agreement, the parties agreed to negotiate in good faith to finalize and enter into definitive agreements for the Proposed Transaction. In connection with the signing of the Letter Agreement, the Issuer issued to Stonepeak and Evolve ten-year warrants (collectively, the "Warrants") to purchase the Issuer's common stock, par value $0.0001 (the "Common Stock") (allocated 90% to Stonepeak and 10% to Evolve), as described in footnote 2.
2. The Warrants issued to Stonepeak and Evolve comprise of (i) Series B warrants to purchase 2,000,000 shares of Common Stock, in the aggregate, (ii) Series C warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iii) Series D warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iv) Series E warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, and (v) Series F warrants to purchase 1,000,000 shares of Common Stock, in the aggregate. The Series B warrants were fully vested upon issuance. Each of the Series C, Series D, Series E and Series F warrants were vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million, $250 million, $375 million and $500 million in aggregate capital expenditures, respectively.
3. In connection with the signing of the Letter Agreement, the Issuer also entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Stonepeak and Evolve, pursuant to which, from time to time between November 13, 2021 and November 17, 2028, Stonepeak and Evolve may elect, in their sole discretion, to purchase up to an aggregate of $250 million in shares of Common Stock at a purchase price of $50.00 per share (allocated 90% to Stonepeak and 10% to Evolve).
4. The Warrants are exercisable 180 days after the applicable vesting date described in footnote 2 above.
5. Unless the Issuer obtains the approval of its stockholders, the aggregate number of shares of Common Stock that may be issued under the Warrants and the Securities Purchase Agreement may not exceed 3,729,622 shares (such number, the "Stockholder Approval Threshold"), which is the maximum number of shares of Common Stock which the Issuer may issue without stockholder approval under the stockholder approval rules of The Nasdaq Stock Market LLC ("Nasdaq"), including Nasdaq Listing Rules 5635(a) and 5635(d). Until such stockholder approval is obtained, the number of shares of Common Stock issuable pursuant to the Warrants and the Securities Purchase Agreement will be reduced in the manner set forth in the Warrants such that the number of shares of Common Stock issuable does not exceed the Stockholder Approval Threshold.
6. In addition, unless the Issuer obtains the approval of its stockholders, the Warrants may not be exercised, and elections to purchase under the Securities Purchase Agreement may not be made, to the extent that, after giving effect to such exercise or election, Stonepeak or Evolve, together with their affiliates, collectively would beneficially own in excess of 19.99% of the Common Stock.
7. The securities that are the subject of this Form 3 are directly beneficially owned 90% by Stonepeak and 10% by Evolve. Stonepeak Associates IV LLC is the general partner of Stonepeak and Stonepeak Rocket Upper Holdings LP. Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors IV LLC. Mr. Dorrell serves as the managing member of Stonepeak GP Investors Manager LLC. Affiliates of Stonepeak, including Stonepeak GP Investors Manager LLC and Mr. Dorrell, directly and indirectly beneficially own a majority of the outstanding common units and preferred units of Evolve.
8. Pursuant to Evolve's partnership agreement, its general partner conducts, directs and manages all of Evolve's activities under the authority of the general partner's board of directors. Affiliates of Stonepeak own 100% of the issued and outstanding equity interests in SP Holdings, LLC, which is the sole member of Evolve's general partner. SP Holdings, LLC has the right to appoint all of the members of the board of directors of Evolve's general partner other than two directors which are directly designated by an affiliate of Stonepeak pursuant to an Amended and Restated Board Representation and Standstill Agreement, dated as of August 2, 2019. As a result of the foregoing, affiliates of Stonepeak control Evolve and its general partner and have the ability to appoint all of the members of the board of directors of the general partner of Evolve.
9. Each Reporting Person disclaims beneficial ownership of the securities set forth herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
Remarks:
Exhibit 99.1: Additional Signatures
/s/ Michael B. Dorrell 05/27/2021
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99.1

 
STONEPEAK ROCKET HOLDINGS LP
   
By:
STONEPEAK ASSOCIATES IV LLC, its general partner
By:
STONEPEAK GP INVESTORS IV LLC, its sole member
By:
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
     
By:
/s/ Michael Dorrell  
 
Name:  Michael Dorrell
 
 
Title:  Managing Member
Date: May 27, 2021

 
STONEPEAK ROCKET UPPER HOLDINGS LP
   
By:
STONEPEAK ASSOCIATES IV LLC, its general partner
By:
STONEPEAK GP INVESTORS IV LLC, its sole member
By:
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
     
By:
/s/ Michael Dorrell  
 
Name:  Michael Dorrell
 
 
Title:  Managing Member
Date: May 27, 2021

 
STONEPEAK ASSOCIATES IV LLC
   
By:
STONEPEAK GP INVESTORS IV LLC, its sole member
By:
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
     
By:
/s/ Michael Dorrell  
 
Name:  Michael Dorrell
 
 
Title:  Managing Member
Date: May 27, 2021

 
STONEPEAK GP INVESTORS IV LLC
   
By:
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
     
By:
/s/ Michael Dorrell  
 
Name:  Michael Dorrell
 
 
Title:  Managing Member
Date: May 27, 2021

 
STONEPEAK GP INVESTORS MANAGER LLC
     
By:
/s/ Michael Dorrell  
 
Name:  Michael Dorrell
 
 
Title:  Managing Member
Date: May 27, 2021

 
EVOLVE TRANSITION INFRASTRUCTURE LP
   
By:
EVOLVE TRANSITION INFRASTRUCTURE GP LLC, its general partner
   
By:
/s/ Charles C. Ward  
 
Name:  Charles C. Ward
 
 
Title:  Chief Financial Officer & Secretary
Date: May 27, 2021





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