Form NT 10-Q Nuvve Holding Corp. For: Mar 31

May 18, 2021 12:07 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549  

 

OMB APPROVAL

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

OMB Number: 3235-0058

Expires: February 28, 2022

Estimated average burden

Hours per form 2.50

      SEC FILE NUMBER

001-11398

       
      CUSIP NUMBER
      125919308

 

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

 

ForPeriod Ended: March 31, 2021

 

Transition Report on Form 10-K
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q

 

Forthe Transition Period Ended:

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

PART I – REGISTRANT INFORMATION

 

Nuvve Holding Corp.

 

Full Name of Registrant

 

N/A

 

Former Name if Applicable

 

2468 Historic Decatur Road

 

Address of Principal Executive Office (Street and Number)

 

San Diego, California 92106

 

City, State and Zip Code

 

 

 

 

PART II – RULES 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

 ☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

 

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

 

Nuvve Holding Corp. (the “Company”) is unable to file its Quarterly Report for the quarter ended March 31, 2021 (“Form 10-Q”) by the prescribed due date without unreasonable effort or expense. The Company requires additional time to compile and verify the data required to be included in the Form 10-Q, including in connection with its classification of certain warrants as derivative liabilities. The Company expects that the Form 10-Q will be filed on or before the fifth calendar day following the prescribed due date.

 

 

PART IV – OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

 

David Robson

 

(619)

 

456-5161

(Name)   (Area Code)   (Telephone Number)

 

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒  Yes ☐ No

 

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒  Yes ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Company anticipates a net loss attributable to common stockholders of $5,361,720 for the three months ended March 31, 2021, compared to a net loss attributable to common stockholders of $497,808 for the three months ended March 31, 2020.

 

2

 

 

NUVVE HOLDING CORP.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 18, 2021 By: /s/ David Robson
    David Robson, Chief Financial Officer
     

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

 

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