Form SC 13G Nuvve Holding Corp. Filed by: UNIVERSITY OF DELAWARE

April 6, 2021 5:16 PM EDT

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(Amendment No. _)*

 

NUVVE HOLDING CORP.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

67079Y 100

(CUSIP Number)

 

March 19, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

University of Delaware

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(SEE INSTRUCTIONS)

(a)

(b) ☐

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

1,674,326 Shares

6

SHARED VOTING POWER

 

0 Shares

7

SOLE DISPOSITIVE POWER

 

1,674,326 Shares

8

SHARED DISPOSITIVE POWER

 

0 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,674,326 Shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.9%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

2

 

 

Item 1(a).Name of Issuer:

 

NUVVE HOLDING CORP.

 

Item 1(b.)Address of Issuer’s Principal Executive Offices:

 

2468 Historic Decatur Road, Suite 200, San Diego, California 92106

 

Item 2(a).Name of Person Filing:

 

This Statement is filed by the University of Delaware, which is referred to herein as the “Reporting Person.”

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of the Reporting Persons is:

 

124 Hullihen Hall, Newark, Delaware 19716

 

Item 2(c).Citizenship:

 

Delaware

 

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $0.0001 per share

 

Item 2(e).CUSIP Number:

 

67079Y 100

 

Item 3.If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

  (a) Broker or dealer registered under Section 15 of the Exchange Act;
  (b) Bank as defined in Section 3(a)(6) of the Exchange Act;
  (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act;
  (d) Investment company registered under Section 8 of the Investment Company Act;
  (e) An investment adviser in accordance with Rule 13d-1(b)(ii)(E);
  (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
  (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
  (k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________________

 

Item 4.Ownership.

 

(a) Amount Beneficially Owned: 1,674,326 shares of Common Stock.

 

(b) Percent of Class: 8.9% based on 18,761,124 shares of Common Stock outstanding, as reported in the Current Report on Form 8-K filed by the Issuer on March 25, 2021.

 

3

 

 

(c) Number of shares as to which the person has

 

(i) Sole power to vote or direct the vote: 1,674,326

 

(ii) Shared power to vote or direct the vote: 0

 

(iii) Sole power to dispose or direct the disposition: 1,674,326

 

(iv) Shared power to dispose or direct the disposition: 0

 

Item 5.Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

None.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

None.

 

Item 8.Identification and Classification of Members of the Group.

 

None.

 

Item 9.Notice of Dissolution of Group.

 

None.

 

Item 10.Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

4

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 6, 2021

 

  UNIVERSITY OF DELAWARE
       
  By: /s/ Charles Riordan
    Name:  Charles Riordan
    Title: VP of Research, Scholarship, and Innovation

 

 

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