As filed with the Securities and Exchange Commissionon January 8, 2026

Registration No. 333-               

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nuvve Holding Corp.

(Exact name of registrant as specified in itscharter)

2488 Historic Decatur Road, Suite 230

San Diego, California 92106

(619) 456-5161

(Address, including zip code, and telephone number,including area code, of registrant’s principal executive offices)

Gregory Poilasne

Chief Executive Officer

Nuvve Holding Corp.

2488 Historic Decatur Road, Suite 230

San Diego, California 92106

(619) 456-5161 

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

With copies to:

Alan A. Lanis, Jr.

Baker & Hostetler LLP

1900 Avenue of the Stars, Suite 2700

Los Angeles, CA 90067

Tel: (310) 820-8800

Approximate date of commencement of proposedsale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on suchdate or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specificallystates that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant tosaid Section 8(a), may determine.

The information inthis preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, and it is not solicitingan offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion,dated January 8, 2026

Preliminary Prospectus

Nuvve Holding Corp.

42,401,643 Shares of Common Stock

by Selling Stockholders

This prospectus relates tothe offering from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up toan aggregate 42,401,643 shares of our common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) upto 7,995,048 shares of Common Stock issuable upon the conversion of 6,000 shares of Series A Convertible Preferred Stock, par value $0.0001per share (the “Series A Preferred Stock” or the “Preferred Shares,” and the shares of Common Stock issuable uponconversion of the Preferred Shares, the “Conversion Shares”) issued in connection with our private placement in December 2025,(ii) up to 5,069,712 shares of Common Stock issuable upon the exercise of warrants (the “Private Placement Warrants” and theshares of Common Stock issuable upon exercise of the Private Placement Warrants, the “Private Placement Warrant Shares”) issuedin connection with our private placement in December 2025, (iii) 55,532 shares of Common Stock issuable upon the exercise of pre-fundedwarrants (the “Pre-Funded Warrants,” and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the“Commitment Shares”) issued to Five Narrow Lane, L.P. (“5NL”) and Hailstone Peak Funding LLC (“Hailstone”),as consideration for their commitment to purchase shares of Common Stock under the amended and restated common shares purchase agreement,dated December 1, 2025 (as amended, the “Common Shares Purchase Agreement”), (iv) up to 25,000,000 shares of Common Stockthat we may sell to 5NL and Hailstone Peak Funding, LLC, a Delaware limited liability company and affiliate of Bristol (“Hailstone,”and together with 5NL, the “Facility Investors”), from time to time at our sole discretion, pursuant to the Common SharesPurchase Agreement (the “ELOC Shares”), (v) up to 1,290,898 shares of Common Stock issuable upon the conversion of seniorconvertible promissory notes (the “AIR Notes” and the shares of Common Stock issuable upon conversion of the AIR Notes, the“AIR Note Shares”) issued to certain Selling Stockholders in private placements (the“AIR Issuances”), and (vi) up to 2,990,453 shares of Common Stock issuable upon the exercise of warrants (the “AIR Warrants”and the shares of Common Stock issuable upon exercise of the AIR Warrants, the “AIR Warrant Shares”) issued to certain SellingStockholders in the AIR Issuances. The Conversion Shares, the Private Placement Warrant Shares, the Commitment Shares, the ELOC Shares,the AIR Note Shares and the AIR Warrant Shares are collectively referred to as the “Shares.” We are registering the Shareson behalf of the Selling Stockholders, to be offered and sold by them from time to time. We will not receive any proceeds from the saleof the Shares offered by this prospectus.

We will bear all of the registrationexpenses incurred in connection with the registration of these shares of Common Stock. The Selling Stockholders will pay discounts, commissions,and fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of CommonStock.

The Selling Stockholders identifiedin this prospectus may offer the shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactionsor through any other means described in this prospectus under the caption “Plan of Distribution.” The shares may besold at fixed prices, at prevailing market prices, at prices related to prevailing market prices or at negotiated prices. For more informationon the Selling Stockholders, see the section entitled “Selling Stockholders.”

We may amend or supplementthis prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendmentsor supplements carefully before you make your investment decision. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”)under the symbol “NVVE”. January 7, 2026, the last reported sales price of our Common Stock was $3.51 per share.

Investing in our securitiesinvolves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus, as well as the other informationcontained in or incorporated by reference in this prospectus or in any accompanying prospectus supplement before making a decision toinvest in our securities. 

Neither the Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacyor accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                      ,2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part ofa registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf”registration process. Under this shelf registration process, the Selling Stockholders (or their pledgees, donees, transferees or othersuccessors-in-interest) may, from time to time, sell or otherwise dispose of the securities described in this prospectus in one or moreofferings. We will not receive any proceeds from the sale by such Selling Stockholders of the securities offered by them described inthis prospectus.

This prospectus provides youwith a general description of the shares of Common Stock that the Selling Stockholders may sell or otherwise dispose of. You should relyonly on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and anyapplicable prospectus supplement. If there is any inconsistency between the information in this prospectus and any prospectus supplement,you should rely on the information provided in the prospectus supplement. Neither we nor the Selling Stockholders have authorized anyoneto provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectussupplement. Neither we nor the Selling Stockholders take responsibility for, and can provide no assurance as to the reliability of, anyother information that others may give you. You should not assume that the information in this prospectus or any applicable prospectussupplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documentsincorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is notpermitted.

We may also provide a prospectussupplement or post-effective amendment to the registration statement to add information to, or update or change information containedin, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to theregistration statement together with the information incorporated by reference herein or therein. For information about the distributionof securities offered, please see “Plan of Distribution” below. You should carefully read both this prospectus andany prospectus supplement, together with the additional information described in “Where You Can Find More Information”and “Incorporation of Certain Information by Reference” before you make any investment decisions regarding the securities.You may obtain the information incorporated by reference into this prospectus without charge by following the instructions under the headings“Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

This prospectus summarizescertain documents and other information, and we refer you to them for a more complete understanding of what we discuss in this prospectus.All of the summaries are qualified in their entirety by the actual documents. In making an investment decision, you must rely on yourown examination of the Company and the terms of the offering and the securities, including the merits and risks involved.

We are not making any representationto any purchasers of the securities regarding the legality of an investment in the securities by such purchasers. You should not considerany information in this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor or taxadvisor for legal, business and tax advice regarding an investment in the securities.

Unless the context indicatesotherwise, references in this prospectus to the “Company,” “Nuvve” “we,” “us,” “our”and similar terms refer to Nuvve Holding Corp., and, where appropriate, its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

This prospectus, any prospectussupplement and any related free writing prospectus, including the information incorporated by reference herein and therein, containsor may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “SecuritiesAct”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that involve substantialrisks and uncertainties. These forward-looking statements depend upon events, risks and uncertainties that may be outside of ourcontrol. All statements, other than statements related to present facts or current conditions or of historical facts, contained in thisprospectus, any prospectus supplement and any related free writing prospectus, including the information incorporated by referenceherein and therein, including statements regarding our strategy, future operations, future financialposition, future revenues, and projected costs, prospects, plans and objectives of management, are forward-looking statements. Accordingly,these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressedin them. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”“expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,”“predict,” “project,” “should,” “target,” “will,” “would,” orthe negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-lookingstatements contain these identifying words. Any forward-looking statements are qualified in their entirety by reference to the factorsdiscussed under the heading “Risk Factors” in this prospectus, any prospectus supplement and any related free writingprospectus, or the documents incorporated by reference herein.

Forward-lookingstatements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projectedor implied in those statements. Important factors that could cause such differences include, but are not limited to: risks related tothe rollout of our business and the timing of expected business milestones; our dependence on widespread acceptance and adoption of electricvehicles and increased installation of charging stations; our ability to maintain effective internal controls over financial reporting,including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of dutieswith respect to, and access controls to, its financial record keeping system, and our accounting staffing levels; our current dependenceon sales of charging stations for most of our revenues; overall demand for electric vehicle charging and the potential for reduced demandif governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increasethe use of electric vehicles or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limitson carbon emissions, are reduced, modified or eliminated; potential adverse effects on our backlog, revenue and gross margins if customersincreasingly claim clean energy credits and, as a result, they are no longer available to be claimed by us; the effects of competitionon our future business; risks related to our dependence on its intellectual property and the risk that our technology could have undetecteddefects or errors; the risk that we conduct a portion of our operations through a joint venture exposes us to risks and uncertainties,many of which are outside of our control; changes in applicable laws or regulations; risks related to disruption of management time fromongoing business operations due to our joint ventures; risks relating to privacy and data protection laws, privacy or data breaches, orthe loss of data; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and the risksidentified under “Risk Factors” described or incorporated by reference in this prospectus.

Wecaution you not to rely on forward-looking statements, which reflect current beliefs and are based on information currently availableas of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this prospectusor the documents incorporated by reference in this prospectus, as applicable. Forward-looking statements are not guarantees of performance.There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statementsinvolve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results orperformance to be materially different from those expressed or implied by these forward-looking statements. Other sections of this prospectusand the documents incorporated by reference herein describe additional factors that could adversely affect our business, financial conditionor results of operations. We believe these factors include, but are not limited to, those described or incorporated by referenceunder “Risk Factors”. Should one or more of these risks or uncertainties materialize,or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-lookingstatements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statementsthat are included or incorporated by reference in this prospectus or any applicable prospectus supplement. We operate in a very competitiveand rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, norcan we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actualresults to differ materially from those contained in any forward-looking statements we may make. We undertake no obligation to publiclyupdate or review any forward-looking statement, whether as a result of new information or future developments, except as otherwise requiredby law.

RISK FACTORS

Investing in our securitiesinvolves risks. You should carefully consider the risks, uncertainties and other factors described in our most recent Annual Report onForm 10-K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filedor will file with the Securities and Exchange Commission (the “SEC”), and in other documents which are incorporated by referenceinto this prospectus, including all future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the ExchangeAct, as well as the risk factors and other information contained in or incorporated by reference into any accompanying prospectus supplementbefore investing in any of our securities. Our financial condition, results of operations or cash flows could be materially adverselyaffected by any of these risks. The risks and uncertainties described in the documents incorporated by reference herein are not the onlyrisks and uncertainties that you may face. For more information about our SEC filings, please see “Where You Can Find More Information”and “Incorporation of Certain Information by Reference.”

Sales of a substantial number of our securitiesin the public market by our existing securityholders could cause the price of our shares of Common Stock to fall.

Sales of a substantial numberof our shares of Common Stock on the public market by our existing securityholders, or the perception that those sales might occur, coulddepress the market price of our shares of Common Stock and could impair our ability to raise capital through the sale of additional equitysecurities. We are unable to predict the effect that such sales may have on the prevailing market price of our shares of Common Stock.

It is not possible to predict the actualnumber of shares of Common Stock, if any, we will sell under the Common Shares Purchase Agreement to the Facility Investors, or the actualgross proceeds resulting from those sales.

On December 1, 2025, we enteredinto the Common Shares Purchase Agreement with 5NL and Hailstone, pursuant to which the Facility Investors have committed to purchaseup to $25.0 million worth of shares of Common Stock, subject to certain limitations and conditions set forth in the Common Shares PurchaseAgreement. The shares of Common Stock that may be issued under the Common Shares Purchase Agreement may be sold by us to the FacilityInvestors at our discretion from time to time until the first day of the month next following the 36-month period commencing on the dateof this prospectus.

We generally have the rightto control the timing and amount of any sales of our shares of Common Stock to the Facility Investors under the Common Shares PurchaseAgreement. Sales of our Common Stock, if any, to the Facility Investors under the Common Shares Purchase Agreement will depend upon marketconditions and other factors to be determined by us. We may ultimately decide to sell to the Facility Investors all, some or none of theshares of Common Stock that may be available for us to sell to the Facility Investors pursuant to the Common Shares Purchase Agreement.

Because the purchase priceper share of Common Stock to be paid by the Facility Investors for the shares of Common Stock that we may elect to sell to the FacilityInvestors under the Common Shares Purchase Agreement, if any, will fluctuate based on the market prices of our Common Stock at the timewe elect to sell shares to the Facility Investors pursuant to the Common Shares Purchase Agreement, if any, it is not possible for usto predict, as of the date of this prospectus and prior to any such sales, the number of Common Stock that we will sell to the FacilityInvestors under the Common Shares Purchase Agreement, the purchase price per share that the Facility Investors will pay for Common Stockpurchased from us under the Common Shares Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchasesby the Facility Investors under the Common Shares Purchase Agreement.

Although the Common SharesPurchase Agreement provides that we may, in our discretion, from time to time after the date of this prospectus and during the term ofthe Common Shares Purchase Agreement, direct the Facility Investors to purchase our Common Stock from us in one or more purchases underthe Common Shares Purchase Agreement, for a maximum aggregate purchase price of up to $25.0 million, only 25,000,000 shares of CommonStock are being registered for resale under the registration statement that includes this prospectus. However, because the market pricesof our Common Stock may fluctuate from time to time after the date of this prospectus and, as a result, the actual purchase prices tobe paid by the Facility Investors for our Common Stock that we direct it to purchase under the Common Shares Purchase Agreement, if any,also may fluctuate significantly based on the market price of our Common Stock.

Accordingly, if we decideto issue and sell to the Facility Investors under the Common Shares Purchase Agreement more than the 25,000,000 shares being registeredfor resale under this registration statement in order to receive additional proceeds (which we may elect to do, at our sole discretion,up to aggregate gross proceeds of $25.0 million), we must first file with the SEC one or more additional registration statements to registerthe resale under the Securities Act by the Facility Investors of any such additional shares of Common Stock we wish to sell from timeto time under the Common Shares Purchase Agreement, which the SEC must declare effective before we may elect to sell any such additionalshares of Common Stock to the Facility Investors under the Common Shares Purchase Agreement. Any issuance and sale by us under the CommonShares Purchase Agreement of a substantial amount of shares of Common Stock in addition to the 25,000,000 shares of Common Stock beingregistered for resale by the Facility Investors under this prospectus could cause additional substantial dilution to our shareholders.The number of shares of Common Stock ultimately offered for sale by the Facility Investors is dependent upon the number of shares of CommonStock, if any, we ultimately elect to sell to the Facility Investors under the Common Shares Purchase Agreement. However, even if we electto sell shares of Common Stock to the Facility Investors pursuant to the Common Shares Purchase Agreement, the Facility Investors mayresell all, some or none of such shares at any time or from time to time in its sole discretion and at different prices.

Investors who buy shares of Common Stockfrom the Facility Investors at different times will likely pay different prices.

Pursuant to the Common SharesPurchase Agreement, we will have discretion, to vary the timing, price and number of shares sold to the Facility Investors. If and whenwe elect to sell Common Shares to the Facility Investors pursuant to the Common Shares Purchase Agreement, after the Facility Investorshave acquired such Common Shares, the Facility Investors may resell all, some or none of such shares at any time or from time to timein their respective sole discretion and at different prices. As a result, investors who purchase shares from the Facility Investors inthis offering at different times will likely pay different prices for those shares, and so may experience different levels of dilutionand in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the valueof the shares they purchase from the Facility Investors in this offering as a result of future sales made by us to the Facility Investorsat prices lower than the prices such investors paid for their shares in this offering, or other sales made by us or the other SellingStockholders. In addition, if we sell a substantial number of shares to the Facility Investors under the Common Shares Purchase Agreement,or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Facility Investorsmay make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwisewish to effect such sales.

We may use proceeds from sales of our CommonShares made pursuant to the Common Shares Purchase Agreement in ways with which you may not agree or in ways which may not yield a significantreturn.

We will have broad discretionover the use of proceeds from sales of our Common Shares made pursuant to the Common Shares Purchase Agreement, including for any of thepurposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity, as part of your investmentdecision, to assess whether the proceeds are being used appropriately. However, we have not determined the specific allocation of anynet proceeds among these potential uses, and the ultimate use of the net proceeds may vary from the currently intended uses. The net proceedsmay be used for corporate purposes that do not increase our operating results or enhance the value of our Common Shares.

SELECTED FINANCIAL DATA

Reverse Stock Split

On December 15, 2025, we effecteda 1-for-40 reverse stock split of our Common Stock (the “Reverse Stock Split”). In connection with the Reverse Stock Split,the total number of authorized shares and the par value per share of the Common Stock remained unchanged at 200,000,000 and $0.0001 pershare, respectively. Our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December31, 2024 filed with the SEC on March 31, 2025, and our unaudited condensed consolidated financial statements included in our QuarterlyReports on Form 10-Q filed with the SEC on May 15, 2025, August 14, 2025 and November 13, 2025, that are incorporated by reference intothis prospectus are presented without giving effect to the Reverse Stock Split. Except where the context otherwise requires, share numbersin this prospectus reflect the Reverse Stock Split.

The following selected financialdata has been derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the year endedDecember 31, 2024 filed with the SEC on March 31, 2025, and our unaudited condensed consolidated interim financial statements for thequarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025, included in our Quarterly Reports on Form 10-Q filed withthe SEC on May 15, 2025, August 14, 2025 and November 13, 2025, respectively, as adjusted to reflect the Reverse Stock Split for all periodspresented. Our historical results are not indicative of the results that may be expected in the future and results of interim periodsare not indicative of the results for the entire year.

Our independent registeredpublic accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled or performed any procedures with respect to thispreliminary financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurancewith respect thereto.

AS REPORTED

AS-ADJUSTED FOR 1-FOR-40 REVERSE STOCK SPLIT(UNAUDITED)

USE OF PROCEEDS

All shares of Common Stockoffered by this prospectus are being registered for resale by the Selling Stockholders. We will not receive any of the proceeds from thesale of these securities. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the resale of theshares of Common Stock.

All of the Shares offeredby the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We willnot receive any proceeds from any such sales.

A portion of the Shares coveredby this prospectus are issuable upon exercise of the Private Placement Warrants, the Pre-Funded Warrants and AIR Warrants issued to theSelling Stockholders. The initial exercise price of the outstanding Private Placement Warrants is $3.5505 per share. The initial exerciseprices of the AIR Warrants ranged between $3.064 and $5.536 per share. The exercise price and number of shares of Common Stock issuableupon exercise of the Private Placement Warrants and the AIR Warrants may be adjusted in certain circumstances, including stock splitsor dividends, mergers, or reclassifications or similar events. Upon any cash exercise of outstanding Private Placement Warrants or AIRWarrants, the applicable Selling Stockholders will pay us the exercise price. To the extent we receive proceeds from the cash exerciseof outstanding Private Placement Warrants or AIR Warrants, we intend to use the proceeds for working capital and for other general corporatepurposes. We have not yet determined the amount of net proceeds to be used specifically for any of the foregoing purposes in the eventany of the Private Placement Warrants or AIR Warrants are exercised for cash.

We may also receive up to$25,000,000 aggregate gross proceeds under the Common Shares Purchase Agreement from any sales we make to the Facility Investors pursuantto the Common Shares Purchase Agreement. The net proceeds from sales, if any, under the Common Shares Purchase Agreement, will dependon the frequency and prices at which we sell our Common Stock to the Facility Investor after the date of this prospectus. We intend touse the proceeds from the sale of shares of Common Stock under the Common Shares Purchase Agreement for working capital and for othergeneral corporate purposes. See the section titled “The Equity Line of Credit Facility” in this prospectus for moreinformation.

The Selling Stockholders willpay any discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals andexpenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the sellingstockholders in disposing of the Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of theShares covered by this prospectus, including, without limitation, filing and printing fees, listing fees and fees and expenses of ourcounsel and our accountants.

THE EQUITY LINE OF CREDIT FACILITY

On December 1, 2025, we enteredinto the Common Shares Purchase Agreement with 5NL and Hailstone establishing the ELOC Facility. Pursuant to and subject to the conditionsset forth in the Common Shares Purchase Agreement, beginning after the date of initial satisfaction of all such conditions (the “CommencementDate”), we have the right from time to time at our option to direct the Facility Investors to purchase our shares of Common Stock,up to a maximum aggregate purchase price of $25.0 million. Sales of our shares of Common Stock to the Facility Investors under the CommonShares Purchase Agreement, and the timing of any sales, will be determined by us from time to time in our sole discretion and will dependon a variety of factors, including, among other things, market conditions, the trading price of our Common Stock and determinations byus regarding the use of proceeds from any sale of such Common Stock. The net proceeds from any sales under the ELOC Facility will dependon the frequency with, and prices at, which the shares of Common Stock are sold to the Facility Investors. To the extent we sell sharesunder the Common Shares Purchase Agreement, we currently plan to use any proceeds therefrom for working capital and general corporatepurposes.

In accordance with our obligationsunder the Common Shares Purchase Agreement, we have filed the registration statement of which this prospectus forms a part in order toregister the resale by the Facility Investors of up to 25,000,000 shares of Common Stock. In consideration for the Facility Investors’execution and delivery of the Common Shares Purchase Agreement, we paid the upfront commitment fee to each of the Facility Investors inthe form of Pre-Funded Warrants to purchase up to 27,766 shares Common Stock each, with an exercise price of $0.004 per share.

Under applicable Nasdaq rules,unless and until we obtain prior shareholder approval we cannot issue shares of Common Stock to the Facility Investors that would exceedthe Exchange Cap (as defined below). In addition, neither Facility Investor is obligated to buy any shares of Common Stock under the CommonShares Purchase Agreement if such shares, when aggregated with all other shares of Common Stock then beneficially owned by such FacilityInvestors and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), wouldresult in such Facility Investor beneficially owning shares of Common Stock in excess of either 4.99% or 9.99%, as applicable, of ouroutstanding shares of Common Stock (the “Beneficial Ownership Cap”).

The Common Shares PurchaseAgreement contains customary registration rights, representations, warranties, conditions and indemnification obligations by each party.The representations, warranties and covenants contained in the Common Shares Purchase Agreement were made only for purposes of the CommonShares Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreements and are subject to certainimportant limitations.

VWAP Purchase of shares of Common Stock Underthe Common Shares Purchase Agreement

From and after the CommencementDate, we will have the right, but not the obligation, from time to time at our sole discretion, until the first day of the month nextfollowing the 36-month period from the Commencement Date, to direct the Facility Investors to purchase up to a specified maximum amountof shares of Common Stock (each such purchase, a “VWAP Purchase”) by delivering written notice to the Facility Investors (suchnotice, a “VWAP Purchase Notice”) on any trading day, so long as all shares of Common Stock subject to all prior VWAP Purchasesby the Facility Investors have previously been delivered to the Facility Investors.

The maximum number of sharesof Common Stock that the Facility Investors are required to purchase in any single VWAP Purchase under the Common Shares Purchase Agreementis equal to the least of:

The per share purchase pricefor the shares of Common Stock that we elect to sell to the Facility Investors in a VWAP Purchase pursuant to the Common Shares PurchaseAgreement, if any (the “VWAP Purchase Price”) will be equal to ninety-three percent (93%) of the lesser of the (i) lowestsale price on the VWAP Purchase Date and (ii) the VWAP over the applicable VWAP Purchase Period on such VWAP Purchase Date for such VWAPPurchase. Notwithstanding the foregoing, if the price of Common Stock falls below a threshold price determined by us (which shall be nolower than 90% of the closing price of the shares of Common Stock as of the prior business day but not less than $1.00 (the “ThresholdPrice”), the VWAP Purchase Price shall be calculated using the VWAP for the shares of Common Stock during the portion of the applicabletrading day during for which the price is not below the Threshold Price, and, as applicable, using the Block (as defined below) with thelowest price that is not below the Threshold Price. “Block” means any trade on in excess of 10,000 shares of CommonStock on a single trading day to a single purchaser, as reported by Bloomberg through its “AQR” function.

We define “VWAP”as, for the shares of Common Stock for a specified period, the dollar volume-weighted average price for the shares of Common Stock, asreported by Bloomberg through its “AQR” function, with all such determinations being appropriately adjusted for any stockdividend, stock split, stock combination, recapitalization or other similar transaction during such period. There is no upper limit onthe price per share that the Facility Investors could be obligated to pay for shares of Common Stock we elect to sell to the FacilityInvestors in any VWAP Purchase under the Common Shares Purchase Agreement.

At or prior to 5:30 p.m.,New York City time, on the applicable VWAP Purchase Date, the Facility Investors will provide us with a written confirmation for suchVWAP Purchase setting forth the applicable VWAP Purchase Price per share to be paid by the Facility Investors and the total aggregateVWAP Purchase Price to be paid by the Facility Investors for the total number of shares of Common Stock purchased by the Facility Investorsin such VWAP Purchase.

The payment for, against deliveryof, shares of Common Stock purchased by the Facility Investors in a VWAP Purchase under the Common Shares Purchase Agreement is requiredto be fully settled by 5:00 p.m., New York City time, on the trading day immediately following the applicable date of such VWAP PurchaseDate, as set forth in the Common Shares Purchase Agreement.

Conditions Precedent to Commencement and EachVWAP Purchase

The Facility Investors’obligation to accept VWAP Purchase Notices that are timely delivered by us under the Common Shares Purchase Agreement and to purchaseour shares of Common Stock in VWAP Purchases under the Common Shares Purchase Agreement, are subject to (i) the initial satisfaction,at the Commencement Date, and (ii) the satisfaction, at each time we deliver a VWAP Purchase Notice on the applicable date of VWAP Purchaseafter the Commencement Date (the “VWAP Purchase Commencement Time”), of the conditions precedent thereto set forth in theCommon Shares Purchase Agreement, which conditions include, among others, the following:

Termination of the Common Shares Purchase Agreement

Unless earlier terminated as provided in the CommonShares Purchase Agreement, the Common Shares Purchase Agreement will terminate automatically on the earliest to occur of:

We have the right to terminatethe Common Shares Purchase Agreement at any time after Commencement, at no cost or penalty, upon 10 trading days’ prior writtennotice to the Facility Investors. We and the Facility Investors may also terminate the Common Shares Purchase Agreement at any time bymutual written consent. The Facility Investors also have the right to terminate the Common Shares Purchase Agreement upon 10 trading days’prior written notice to us, but only upon the occurrence of certain customary events. No termination of the Common Shares Purchase Agreementby us or by the Facility Investors will become effective prior to the second trading day immediately following the date on which any pending(or not fully settled) VWAP Purchase has been fully settled in accordance with the terms and conditions of the Common Shares PurchaseAgreement, and will not affect any of our respective rights and obligations under the Common Shares Purchase Agreement with respect toany pending (or not fully settled) VWAP Purchase, and both we and the Facility Investors have agreed to complete our respective obligationswith respect to any such pending (or not fully settled) VWAP Purchase under the Common Shares Purchase Agreement. Furthermore, no terminationof the Common Shares Purchase Agreement will affect the registration rights provisions contained within the Common Shares Purchase Agreement,which will survive any termination of the Common Shares Purchase Agreement

No Short-Selling or Hedging by the FacilityInvestors

Each of the Facility Investorshas agreed that neither it nor any of its officers, nor any entity managed or controlled by it, will engage in or effect, directly orindirectly, for its own principal account or for the principal account of any of its officers or any entity managed or controlled by it,any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the shares of Common Stockor (ii) hedging transaction, which established a net short position with respect to the shares of Common Stock, during the term of theCommon Shares Purchase Agreement.

Prohibition on Variable Rate Transactions

Subject to specified exceptionsincluded in the Common Shares Purchase Agreement, during the term of the Common Shares Purchase Agreement, while any VWAP Purchase Noticehas been delivered but the related delivery and payment of such shares of Common Stock has not yet been completed, we are limited in ourability to enter into specified “Variable Rate Transactions” (as such term is defined in the Common Shares Purchase Agreement)other than another “equity line of credit,” which is prohibited. Such transactions include, among others, the issuance ofconvertible securities with a conversion or exercise price that is based upon or varies with the trading price of shares of our sharesof Common Stock after the date of issuance.

Effect of Sales of Shares of Common Stock underthe Common Shares Purchase Agreement on Our Shareholders

The shares of Common Stockbeing registered for resale in this offering may be issued and sold by us to the Facility Investors from time to time at our discretionover a period until the first day of the month next following the 36-month anniversary of the Commencement Date. The resale by the FacilityInvestors of a significant amount of shares registered for resale in this offering at any given time, or the perception that these salesmay occur, could cause the market price of our shares of Common Stock to decline and to be highly volatile. Sales of our shares of CommonStock, if any, to the Facility Investors under the Common Shares Purchase Agreement will be determined by us in our sole discretion andwill depend upon market conditions and other factors. We may ultimately decide to sell to the Facility Investors all, some or none ofthe shares of Common Stock that may be available for us to sell to the Facility Investors pursuant to the Common Shares Purchase Agreement.If and when we elect to sell shares of Common Stock to the Facility Investors pursuant to the Common Shares Purchase Agreement, afterthe Facility Investors have acquired such shares, the Facility Investors may resell all, some or none of such shares of Common Stock atany time or from time to time in its discretion and at different prices. As a result, investors who purchase shares of Common Stock fromthe Facility Investors in this offering at different times will likely pay different prices for those shares of Common Stock, and so mayexperience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. See“Risk Factors.”

Investors may experience adecline in the value of the shares of Common Stock they purchase from the Facility Investors in this offering as a result of future salesmade by us to the Facility Investors at prices lower than the prices such investors paid for their shares in this offering. In addition,if we sell a substantial number of shares of Common Stock to the Facility Investors under the Common Shares Purchase Agreement, or ifinvestors expect that we will do so, the actual sales of shares of Common Stock or the mere existence of our arrangement with the FacilityInvestors may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that wemight otherwise wish to effect such sales.

Because the purchase priceper share to be paid by the Facility Investors for the shares of Common Stock that we may elect to sell to the Facility Investors underthe Common Shares Purchase Agreement, if any, will fluctuate based on the market prices of our Common Stock during the applicable periodfor each VWAP Purchase made pursuant to the Common Shares Purchase Agreement, if any, as of the date of this prospectus it is not possiblefor us to predict the number of shares of Common Stock that we will sell to the Facility Investors under the Common Shares Purchase Agreement,the actual purchase price per share to be paid by the Facility Investors for those shares of Common Stock, or the actual gross proceedsto be raised by us from those sales, if any. As of December 31, 2025, there were 1,473,039 shares of Common Stock outstanding. Althoughthe Common Shares Purchase Agreement provides that we may sell up to an aggregate gross purchase price of $25.0 million of our sharesof Common Stock to the Facility Investors, only 25,000,000 of our shares of Common Stock are being registered for resale under the registrationstatement that includes this prospectus.

If all of the 25,000,000 sharesof Common Stock offered for resale by the Facility Investors under this prospectus were issued and outstanding as of December 31, 2025,such shares of Common Stock would represent approximately 94% of the total number of our shares of Common Stock outstanding.

If we decide to issue andsell to the Facility Investors under the Common Shares Purchase Agreement more than the 25,000,000 shares of Common Stock that are beingregistered for resale under this prospectus, which we may elect to do, at our sole discretion, up to aggregate gross proceeds under theELOC Facility of $25.0 million, in order to receive additional proceeds we must first file with the SEC one or more additional registrationstatements to register the resale under the Securities Act by the Facility Investors of any such additional shares of Common Stock wewish to sell from time to time under the Common Shares Purchase Agreement, which the SEC must declare effective, in each case before wemay elect to sell any such additional shares of Common Stock to the Facility Investors under the Common Shares Purchase Agreement. Thenumber of shares of Common Stock ultimately offered for sale by the Facility Investors for resale under this prospectus in order to receiveor under any future prospectus is dependent upon the number of shares of Common Stock, if any, we ultimately sell to the Facility Investorsunder the Common Shares Purchase Agreement. Further, if and when we elect to sell shares of Common Stock to the Facility Investors pursuantto the Common Shares Purchase Agreement, after the Facility Investors has acquired such shares, the Facility Investors may resell all,some or none of such shares of Common Stock at any time or from time to time in its discretion and at different prices.

The issuance of shares ofCommon Stock to the Facility Investors pursuant to the Common Shares Purchase Agreement will not affect the rights or privileges of ourexisting shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted. Although thenumber of shares of Common Stock that our existing shareholders own will not decrease, the shares of Common Stock owned by our existingshareholders will represent a smaller percentage of our total outstanding Common Stock after any such issuance.

The following table sets forthinformation at varying purchase prices assuming we sell to the Facility Investors under the Common Shares Purchase Agreement the lesserof (i) the maximum number of ELOC Shares offered by this prospectus and (ii) the maximum number of ELOC Shares that we may sell to theFacility Investors that results in the sale of shares of Common Stock with an aggregate purchase price of $25.0 million:

SELLING STOCKHOLDERS

The Common Stock being offeredby the Selling Stockholders are those previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders orthe Facility Investors, as applicable, upon (i) conversion of the Preferred Shares, (ii) exercise of the Private Placement Warrants, (iii)exercise of the Pre-Funded Warrants, (iv) pursuant to the Common Shares Purchase Agreement, (v) conversion of the AIR Notes and (vi) exerciseof the AIR Warrants. For additional information regarding the issuances of those Preferred Shares and the Private Placement Warrants,see “Private Placement of Shares of Preferred Stock and Warrants” above. For additional information regarding the issuancesof those shares of Common Stock and the Pre-Funded Warrants pursuant to the Common Shares Purchase Agreement, see “The EquityLine of Credit Facility” above. For additional information regarding the issuances of those AIR Notes and AIR Warrants, see“AIR Issuances” above. We are registering the shares of Common Stock in order to permit the Selling Stockholders tooffer the Shares for resale from time to time. Except for the ownership of the Shares of capital stock and warrants, the Selling Stockholdershave not had any material relationship with us within the past three years.

The table below lists theSelling Stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Stockholders.The second column lists the number of shares of Common Stock beneficially owned by each Selling Stockholder, based on its ownership ofthe shares of capital stock and warrants, as of December 31, 2025, assuming conversion of the shares of the Preferred Shares, exerciseof the Private Placement Warrants, conversion of the AIR Notes and exercise of the AIR Warrants, as applicable, held by the Selling Stockholderson that date, without regard to any limitations on conversion or exercise.

The third column lists theshares of Common Stock being offered by this prospectus by the Selling Stockholders.

In accordance with the termsof the Registration Rights Agreement with the Private Placement Investors and the terms of the AIR Registration Rights Agreement withthe AIR Investor, this prospectus covers the resale of the sum of (i) the number of shares of Common Stock underlying the Preferred Sharesissued to the Selling Stockholders in the “Private Placement of Shares of Preferred Stock and Warrants” described above,determined as if the outstanding Preferred Shares were converted in full, (ii) the maximum number of shares of Common Stock issuable uponexercise of the related Private Placement Warrants determined as if the outstanding Private Placement Warrants were exercised in full,determined as of the trading day immediately preceding the applicable date of determination, and (iii) the maximum number of shares ofCommon Stock issuable pursuant to the AIR Notes and AIR Warrants, in each case, and all subject to adjustment as provided in the RegistrationRights Agreement, without regard to any limitations on the conversion of the Preferred Shares, exercise of the Private Placement Warrants,conversion of AIR Notes or exercise of AIR Warrants.

In addition, this prospectuscovers the resale of the sum of (i) the number of shares of Common Stock underlying the Commitment Shares issued to 5NL and Hailstoneunder the “Equity Line of Credit Facility” described above, determined as if the outstanding Pre-Funded Warrants wereexercised in full, and (ii) the ELOC Shares. Because the purchase price to be paid by the Facility Investors for the ELOC Shares, if any,that we may elect to sell to the Facility Investors in one or more VWAP Purchases from time to time under the Common Shares Purchase Agreementwill be determined on the applicable purchase dates therefor, the actual number of shares of our Common Stock that we may sell to theFacility Investors under the Common Shares Purchase Agreement may be fewer than the number of ELOC Shares being offered for resale underthis prospectus.

The fourth column assumesthe sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

Under the terms of the sharesof the Preferred Shares, the Private Placement Warrants, the Common Shares Purchase Agreement, the AIR Notes and the AIR Warrants, a SellingStockholder may not convert any Preferred Shares, exercise any Private Placement Warrants or Pre-Funded Warrants, convert any AIR Notesor exercise any AIR Warrants, as applicable, and we may not issue any shares of Common Stock to the extent such conversion or exercisewould cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares ofCommon Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such conversion, exerciseor issuance, or the Beneficial Ownership Limitation or Exchange Cap, excluding for purposes of such determination shares of Common Stockissuable upon conversion of such Preferred Shares which have not been converted, exercise of such Private Placement Warrants or Pre-FundedWarrants which have not been exercised, and the issuance of ELOC Shares that have not been issued. The number of shares in the secondand fourth columns do not reflect these limitations. The Selling Stockholders may sell all, some or none of their shares in this offering.See “Plan of Distribution.”

Relationships with Selling Stockholders

Bristol

Bristol Investment Fund, Ltd.(together with its affiliates, “Bristol”) participated in our February 2024 public offering of Common Stock and warrants topurchase Common Stock. In connection with the offering, we issued Bristol 750 shares of Common Stock, Series A Warrants to purchase 750shares of Common Stock, Series B Warrants to purchase 750 shares of Common Stock, and Series C Warrants to purchase 750 shares of CommonStock.

In July 2024, we entered intoa consulting agreement with Bristol Capital, LLC (“Bristol”) and its affiliates pursuant to which, among other things, Bristoland its affiliates agreed to provide certain consulting, advisory, and strategic planning services to us in exchange for the issuanceof 1,500 pre-funded warrants to purchase Common Stock. In September 2024, we issued 750 shares of Common Stock to Bristol in exerciseof such warrants. In December 2024, we issued 750 shares of Common Stock to Bristol upon the exercise of such warrants.

In May 2025, we entered intoan amendment to the consulting agreement with Bristol.

Prior Private Placement Issuances

In October 2024, we enteredinto a securities purchase agreement with the Selling Stockholders (the “October 2024 Purchase Agreement”), pursuant to whichwe issued the Selling Stockholders an aggregate of $3.75 million in convertible notes and accompanying warrants to purchase shares ofCommon Stock. Pursuant to the October 2024 Purchase Agreement we have issued an additional convertible notes in the aggregate principalamount of approximately $7.9 million between March 2025 and December 2025, inclusive, and accompanying warrants to purchase shares ofCommon Stock.

PLAN OF DISTRIBUTION

Each Selling Stockholder ofthe securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securitiescovered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are tradedor in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the followingmethods when selling securities:

The Selling Stockholders mayalso sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than underthis prospectus.

Broker dealers engaged bythe Selling Stockholders may arrange for other brokers dealers to participate in sales. Broker dealers may receive commissions or discountsfrom the Selling Stockholders (or, if any broker dealer acts as agent for the purchaser of securities, from the purchaser) in amountsto be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of acustomary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown incompliance with FINRA Rule 2121.

To the extent required, thisprospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In connection with the sale ofthe securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financialinstitutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The SellingStockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securitiesto broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions withbroker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealeror other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institutionmay resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders andany broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaningof the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and anyprofit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the SecuritiesAct. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directlyor indirectly, with any person to distribute the securities.

The Facility Investors areeach an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The Facility Investors may use one ormore registered broker-dealers to effectuate all sales, if any, of the ELOC Shares that they may acquire from us pursuant to the CommonShares Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current marketprice. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Each suchbroker-dealer may receive commissions from the Facility Investors for executing such sales for the Facility Investors and, if so, suchcommissions will not exceed customary brokerage commissions.

We know of no existing arrangementsbetween the Facility Investors or any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution ofthe ELOC Shares offered by this prospectus.

As consideration for theirirrevocable commitment to, at our request, purchase the ELOC Shares under the Common Shares Purchase Agreement, we issued the Pre-FundedWarrants to the Facility Investors upon execution of the Purchase Agreement. We have agreed to reimburse the Facility Investors up to$25,000 for the fees and disbursements of its counsel in connection with the transactions contemplated by the Common Shares Purchase Agreement.

We also have agreed to indemnifythe Facility Investors and certain other persons against certain liabilities in connection with the offering of the ELOC Shares offeredhereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required tobe paid in respect of such liabilities. The Holder has agreed to indemnify us against liabilities under the Securities Act that may arisefrom certain written information furnished to us by the Facility Investors specifically for use in this prospectus or, if such indemnityis unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinionof the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

The Company is required topay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnifythe Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectuseffective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration andwithout regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliancewith the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securitieshave been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securitieswill be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, incertain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicablestate or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules andregulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in marketmaking activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencementof the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rulesand regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the SellingStockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed themof the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule172 under the Securities Act).

LEGAL MATTERS

The validity of the issuanceof the securities offered by this prospectus will be passed upon for us by Baker & Hostetler LLP, Los Angeles, California.

EXPERTS

The financial statements ofNuvve Holding Corp. as of December 31, 2024 and 2023, and for each of the two years in the period ended December 31, 2024, incorporatedby reference in this Registration Statement on Form S-1, have been audited by Deloitte & Touche LLP, an independent registered publicaccounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of suchfirm given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterlyand current reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’swebsite at www.sec.gov. The SEC maintains a website that contains reports, proxy and information statements and other information regardingissuers that file electronically with the SEC at http://www.sec.gov.

Our website address is www.nuvve.com.The information contained on, or that can be accessed through, our website is not a part of this prospectus or incorporated by referenceinto this prospectus or any prospectus supplement, and you should not consider information on our website to be part of this prospectus.We have included our website address as an inactive textual reference only.

This prospectus is part ofa registration statement that we filed with the SEC and does not contain all of the information in the registration statement. The fullregistration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of the offeredsecurities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement aboutthese documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You shouldrefer to the actual documents for a more complete description of the relevant matters. You may obtain the registration statement and exhibitsto the registration statement from the SEC’s website, as provided above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporateby reference” information from other documents that we file with it, which means that we can disclose important information to youby referring you to those documents. The information incorporated by reference is considered to be part of this prospectus.

We incorporate by referenceinto this prospectus and the registration statement of which this prospectus forms a part the information or documents listed below thatwe have filed with the SEC, and any future filings we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the ExchangeAct after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness ofsuch registration statement, and until the termination of the offering of the shares covered by this prospectus (other than informationfurnished under Item 2.02 or Item 7.01 of Form 8-K):

Any statement made in thisprospectus or contained in a document all or a portion of which is incorporated by reference herein will be deemed to be modified or supersededto the extent that a statement contained herein or in any subsequent prospectus supplement to this prospectus or, if appropriate, post-effectiveamendment to the registration statement that includes this prospectus, modifies or supersedes such statement. Any statement so modifiedwill not be deemed to constitute a part hereof, except as so modified, and any statement so superseded will not be deemed to constitutea part hereof.

You may read and copy anymaterials we file with the SEC at the SEC’s website mentioned under the heading “Where You Can Find More Information.”The information on the SEC’s website is not incorporated by reference in this prospectus.

We will furnish without chargeto each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any documentincorporated by reference. Requests should be addressed to Nuvve Holding Corp., 2488 Historic Decatur Road, Suite 230, San Diego, California92106, Attn: Corporate Secretary or may be made telephonically at (619) 456-5161.

We maintain a website at www.nuvve.com.Information about us, including our reports filed with the SEC, is available through that site. Such reports are accessible at no chargethrough our website and are made available as soon as reasonably practicable after such material is filed with or furnished to the SEC.Our website and the information contained on that website, or connected to that website, are not incorporated by reference in this prospectus.

Nuvve Holding Corp.

42,401,643 Shares of Common Stock

by Selling Stockholders

PRELIMINARY PROSPECTUS

                           ,2026

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following is an estimateof the expenses (all of which are to be paid by us) that we may incur in connection with the securities being registered hereby.

Item 14. Indemnification of Directors and Officers.

Subsection (a) of Section145 of the General Corporation Law of the State of Delaware (referred to as the “DGCL”) empowers a corporation to indemnifyany person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of thefact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporationas a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connectionwith such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or notopposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believethe person’s conduct was unlawful.

Subsection (b) of Section145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pendingor completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the personacted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred bythe person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the personreasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made inrespect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and onlyto the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that,despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitledto indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further providesthat to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action,suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such personshall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connectiontherewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnifiedparty may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified,continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’sheirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any personwho is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability assertedagainst such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporationwould have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCLprovides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liabilityof a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that suchprovision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporationor its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,(iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

Our amended and restated certificateof incorporation provides that we shall indemnify our directors and officers, and may indemnify our employees and other agents, to themaximum extent permitted by the DGCL, and our bylaws provide that we shall indemnify directors, officers, employees and other agents tothe maximum extent permitted by the DGCL.

In addition, we have enteredinto indemnification agreements with each of our directors and officers. These agreements require us to indemnify these individuals tothe fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expensesincurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnificationagreements with our future directors and officers.

Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to theforegoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policyas expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities(other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action,suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, wewill, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdictionthe question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by thefinal adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities.

Set forth below is informationregarding sales of unregistered sales by us since December 1, 2022 that were not registered under the Securities Act of 1933, as amended(the “Securities Act”).

July 2024Consulting Warrant

InJuly 2024, we granted pre-funded warrants (the “2024 Consulting Warrant”) to purchase an aggregate of 1,500 shares of CommonStock to a consultant as compensation for certain consulting services rendered. The 2024 Consulting Warrant is exercisable, in part orin full, for shares of Common Stock at an exercise price of $0.04 per share. On September 26, 2024, we issued 750 shares of Common Stockto such consultant upon the partial exercise of the 2024 Consulting Warrant. In December 2024, we issued 750 shares of Common Stockto Bristol upon the exercise of such warrants.

August 2024 Notes

In connection with theformation of Deep Impact 1 LLC, a Delaware limited liability company, in which we hold a 51% equity interest by way of our subsidiary,Nuvve CPO, Inc., on August 16, 2024, we issued promissory notes (each a “SPV Promissory Note”) with conversion options toeach of Gregory Poilasne and David Robson, our Chief Executive Officer and Chief Financial Officer, respectively, in exchange forup to an aggregate of $1,500,000, to further support project costs in exchange for their investment into Deep Impact. Each SPV PromissoryNote was issued with an original principal amount of $750,000. The SPV Promissory Notes have a term of three years and bear interest ata rate of 17.5% per annum. The SPV Promissory Notes further provide that upon certain events of default, the SPV Note holders shall havethe option to convert the outstanding amounts on such SPV Promissory Notes for an aggregate of 101 membership units in Deep Impact.

OnAugust 27, 2024, we issued promissory notes with conversion option to each of Messrs. Poilasne and Robson, our Chief Executive Officerand Chief Financial Officer, respectively, for an aggregate principal of $500,000 (the “Nuvve Promissory Notes”). The principalamount of the Nuvve Promissory Notes included an aggregate original issue discount of $25,000, or 5.0%. In exchange for the Nuvve PromissoryNotes, the holders paid us an aggregate purchase price of $475,000. Upon certain events of default, the holders of the Nuvve PromissoryNotes had the option to convert any outstanding principal and unpaid accrued interest under the Nuvve Promissory Notes into shares ofour common stock, at an initial conversion price per share of $196.80. The Nuvve Promissory Notes accrued interest at a rate of 10.5%per annum, subject to an increase to 12.5% upon the occurrence of an event of default (as that term is defined in the Nuvve PromissoryNotes), and had a maturity date of October 31, 2024.

October 2024 Notes andWarrant Issuance

OnOctober 31, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited institutionaland individual investors, pursuant to which we issued to the investors (i) an aggregate of $3,750,000.01 principal amount senior convertiblepromissory notes, carrying a 10% original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants to purchasean aggregate of 27,558 shares of Common Stock with an exercise price of $151.20 per share. The notes are convertible, at the optionof the respective investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amountof the notes outstanding plus all accrued and unpaid interest at a conversion price equal to $136.08 per share.

March 2025 AIR Notes andWarrant Issuance

OnMarch 5, 2025, pursuant to certain investors’ exercise of additional investment rights under the Purchase Agreement, we issued tosuch investors (i) an aggregate of $1,666,666.67 principal amount senior convertible promissory notes, carrying a 10% original issue discount,convertible into shares of Common Stock, and (ii) accompanying warrants to purchase an aggregate of 20,628 shares of Common Stock withan exercise price of $80.20 per share. The notes are convertible, at the option of the respective investors, at any time, in whole orin part, into such number of shares of Common Stock equal to the principal amount of the notes outstanding plus all accrued and unpaidinterest at a conversion price equal to $80.20 per share.

April 2025 AIR Notes and Warrant Issuance

On April 28, 2025, pursuantto certain investors’ exercise of additional investment rights under the Purchase Agreement, we issued to such investors (i) anaggregate of $1,444,444.44 principal amount senior convertible promissory notes, carrying a 10% original issue discount, convertible intoshares of Common Stock, and (ii) accompanying warrants to purchase an aggregate of 43,713 shares of Common Stock with an exercise priceof $33.044 per share. The notes are convertible, at the option of the respective investors, at any time, in whole or in part, into suchnumber of shares of Common Stock equal to the principal amount of the notes outstanding plus all accrued and unpaid interest at a conversionprice equal to $33.044 per share.

May 2025 Warrant Issuances

OnMay 7, 2025, we granted warrants to purchase (i) an aggregate of 75,000 shares of Common Stock to certain consultants at an exercise priceof $42.00 per share; (ii) an aggregate of 75,000 shares of Common Stock to certain consultants at an exercise price of $50.00 per share;and (iii) an aggregate of 75,000 shares of Common Stock to certain consultants at an exercise price of $60.00 per share.

OnMay 18, 2025, we granted warrants to purchase (i) an aggregate of 16,667 shares of Common Stock to certain consultants at an exerciseprice of $40.00 per share; (ii) an aggregate of 16,667 shares of Common Stock to certain consultants at an exercise price of $50.00 pershare; and (iii) an aggregate of 16,667 shares of Common Stock to certain consultants at an exercise price of $60.00 per share.

May 2025 AIR Notes and Warrant Issuance

On May 30, 2025, pursuantto certain investors’ exercise of additional investment rights under the Purchase Agreement, we issued to such investors (i) anaggregate of $4,166,666.67 principal amount senior convertible promissory notes, carrying a 10% original issue discount, convertible intoshares of Common Stock, and (ii) accompanying warrants to purchase an aggregate of 133,547 shares of Common Stock with an exercise priceof $31.20 per share. The notes are convertible, at the option of the respective investors, at any time, in whole or in part, into suchnumber of shares of Common Stock equal to the principal amount of the notes outstanding plus all accrued and unpaid interest at a conversionprice equal to $31.20 per share.

September 2025 AIR Notes and Warrant Issuance

On September 10, 2025, pursuantto a certain investor’s exercise of additional investment rights under the Purchase Agreement, we issued to such investor (i) anaggregate of $111,111.11 principal amount senior convertible promissory notes, carrying a 10% original issue discount, convertible intoshares of Common Stock, and (ii) accompanying warrants to purchase an aggregate of 36,263 shares of Common Stock with an exercise priceof $6.844 per share. The notes are convertible, at the option of the investor, at any time, in whole or in part, into such number of sharesof Common Stock equal to the principal amount of the notes outstanding plus all accrued and unpaid interest at a conversion price equalto $6.844 per share.

November 2025 AIR Notes and Warrant Issuance

On November 17, 2025, pursuantto a certain investor’s exercise of additional investment rights under the Purchase Agreement, we issued to such investor (i) anaggregate of $277,777 principal amount senior convertible promissory notes, carrying a 10% original issue discount, convertible into sharesof Common Stock, and (ii) accompanying warrants to purchase an aggregate of 90,660 shares of Common Stock with an exercise price of $5.536per share. The notes are convertible, at the option of the investor, at any time, in whole or in part, into such number of shares of CommonStock equal to the principal amount of the notes outstanding plus all accrued and unpaid interest at a conversion price equal to $5.536per share.

December 2025 AIR Notes and Warrant Issuances

On December 17, 2025, pursuantto a certain investor’s exercise of additional investment rights under the Purchase Agreement, we issued to such investor (i) anaggregate of $111,111.11 principal amount senior convertible promissory notes, carrying a 10% original issue discount, convertible intoshares of Common Stock, and (ii) accompanying warrants to purchase an aggregate of 36,263 shares of Common Stock with an exercise priceof $3.88 per share. The notes are convertible, at the option of the investor, at any time, in whole or in part, into such number of sharesof Common Stock equal to the principal amount of the notes outstanding plus all accrued and unpaid interest at a conversion price equalto $3.88 per share.

On December 26, 2025, pursuantto a certain investor’s exercise of additional investment rights under the Purchase Agreement, we issued to such investor (i) anaggregate of $111,111.11 principal amount senior convertible promissory notes, carrying a 10% original issue discount, convertible intoshares of Common Stock, and (ii) accompanying warrants to purchase an aggregate of 36,263 shares of Common Stock with an exercise priceof $3.064 per share. The notes are convertible, at the option of the investor, at any time, in whole or in part, into such number of sharesof Common Stock equal to the principal amount of the notes outstanding plus all accrued and unpaid interest at a conversion price equalto $3.064 per share.

December 2025 PreferredShare and Warrant Issuance

On December 1, 2025, we enteredinto a common shares purchase agreement with Five Narrow Lane, L.P. and Hailstone Peak Funding LLC (the “ELOC Investors”),pursuant to which we issued to the ELOC Investors pre-funded warrants for the purchase of an aggregate of 55,532 shares of Common Stockwith an exercise price of $0.004 per share, as consideration for their irrevocable commitment to purchase the shares of common stock uponthe terms and subject to the satisfaction of the conditions set forth in the common shares purchase agreement.

On December 30, 2025, we completeda private placement pursuant to the securities purchase agreement, dated November 14, 2025, with the purchasers identified therein forthe issuance and sale of (i) 6,000 shares of Series A Preferred Stock, with an aggregate stated value of $6.0 million, and (ii) accompanyingwarrants to purchase up to 2,534,856 shares of Common Stock equal to 100% of the shares of Common Stock issuable upon conversion of theshares of Seres A Preferred Stock, at an exercise price of $3.5505 per share, for an aggregate purchase price of $5.4 million.

Additional Information

The offer and sale by us ofthe foregoing securities, including the shares of our common stock issuable upon exercise of the warrants described above, is being madein reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The issuance of such securities hasnot been registered under the Securities Act and such shares may not be offered or sold in the United States absent registration or anapplicable exemption from the registration requirements of the Securities Act.

The sales and issuances ofsecurities in the transactions described above were not registered under the Securities Act in reliance upon the exemption from registrationprovided by Section 4(a)(2) thereof or Regulation D promulgated thereunder. The recipients of the securities in each of these transactionsrepresented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distributionthereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access,through their relationships with us, to information about us.

Item 16. Exhibits.

Item 17. Undertakings.

provided, however, that: paragraphs(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by thoseparagraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement,or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

SIGNATURES

Pursuant to the requirementsof the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,thereunto duly authorized, in the City of San Diego, State of California, on January 8, 2026.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESEPRESENTS, that each person whose signature appears below hereby constitutes and appoints Gregory Poilasne and David Robson, and each ofthem, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or herand in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments,to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securitiesand Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and performeach and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could doin person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutesmay lawfully do or cause to be done by virtue hereof.

Pursuant to the requirementsof the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on thedates indicated.

Exhibit 5.1

January 8, 2026

Nuvve Holding Corp.

2488 Historic Decatur Road, Suite 230

San Diego, CA 92106

Ladies and Gentlemen:

We have acted as counsel toNuvve Holding Corp., a Delaware corporation (the “Company”), in connection with the filing of a RegistrationStatement on Form S-1 (the “Registration Statement”) by the Company with the Securities and Exchange Commission(the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registrationof the offer and sale from time to time by the selling stockholders named in the Registration Statement of an aggregate of up to 42,401,643shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”),of the Company, which consists of (i) 7,995,048 shares of Common Stock issuable upon the conversion of 6,000 shares of Series A ConvertiblePreferred Stock, par value $0.0001 per share (the “Preferred Shares,” and the shares of Common Stock issuableupon conversion of the Preferred Shares, the “Conversion Shares”), (ii) 5,069,712 shares of Common Stock issuableupon the exercise of warrants (the “Private Placement Warrants” and the shares of Common Stock issuable uponexercise of the Private Placement Warrants, the “Private Placement Warrant Shares”), (iii) 55,532 shares ofCommon Stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants,” and the shares ofCommon Stock issuable upon exercise of the Pre-Funded Warrants, the “Commitment Shares”), (iv) up to 25,000,000shares of Common Stock, which the Company may elect, in its sole discretion, to issue and sell to certain of the selling stockholders,from time to time after the effective date of the Registration Statement, including the related prospectus contained therein and forminga part thereof, pursuant to and subject to the satisfaction of the conditions contained in the common shares purchase agreement, datedas of November 14, 2025, as amended on December 1, 2025, between the Company and the certain selling stockholders identified therein (the“ELOC Shares”), (v) up to 1,290,898 shares of Common Stock issuable upon the conversion of convertible notes(the “Notes”, and the shares of Common Stock issuable upon conversion of the Notes, the “Note Shares”),and (vi) up to 2,990,453 shares of Common Stock issuable upon the exercise of additional investment right warrants (the “AIRWarrants”, and the shares of Common Stock issuable upon exercise of the AIR Warrants, the “AIR Warrant Shares”).

In connection with this opinion,we have examined and relied upon the Registration Statement and related prospectus, the Company’s Restated Certificate of Incorporation,as amended (the “Certificate of Incorporation”), and Amended and Restated Bylaws, as amended, each as currentlyin effect, and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriateto enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documentssubmitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticityof certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Companywhere execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificateof an officer of the Company and have not independently verified such matters. For purposes of this opinion, we have assumed that at thetime of the issuance of the Conversion Shares, the Common Stock Warrant Shares, the Commitment Shares, the ELOC Shares, the Note Sharesand the AIR Warrant Shares, a sufficient number of shares of Common Stock will remain authorized and available for issuance pursuant to the Certificate of Incorporation, as it then may be amended.

Subject to the foregoing andthe other matters set forth herein, we are of the opinion that:

(a) whenthe Conversion Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalfof the holders thereof and have been issued by the Company in the circumstances contemplated by the Certificate of Designation of, Preferences,Rights and Limitations of the Series A Convertible Preferred Stock, the Conversion Shares will be duly authorized by all necessary corporateaction of the Company and will be validly issued, fully paid and nonassessable;

(b) whenthe Private Placement Warrant Shares shall have been duly registered on the books of the transfer agent and registrar therefor in thename of or on behalf of the Private Placement Warrant holders and have been issued by the Company against payment therefor in the circumstancescontemplated by the Private Placement Warrants, the Private Placement Shares will be duly authorized by all necessary corporate actionof the Company and will be validly issued, fully paid and nonassessable;

(c) whenthe Commitment Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalfof the Pre-Funded Warrant holders and have been issued by the Company against payment therefor, the Commitment Shares will be duly authorizedby all necessary corporate action of the Company and will be validly issued, fully paid and nonassessable;

(d) whenthe ELOC Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalfof the holders of ELOC Shares and have been issued by the Company against payment therefor in the circumstances contemplated by the CommonShares Purchase Agreement have been duly authorized for issuance by all necessary corporate action on the part of the Company and, whenissued and delivered against payment therefor in accordance with the terms of the Common Shares Purchase Agreement, will be validly issued,fully paid and non-assessable;

(e) whenthe Note Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalfof the holders thereof and have been issued by the Company in the circumstances contemplated by the Notes, the Note Shares will be dulyauthorized by all necessary corporate action of the Company and will be validly issued, fully paid and nonassessable; and

(f) whenthe AIR Warrant Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or onbehalf of the AIR Warrant holders and have been issued by the Company against payment therefor in the circumstances contemplated by theAIR Warrants, the AIR Warrant Shares will be duly authorized by all necessary corporate action of the Company and will be validly issued,fully paid and nonassessable;

In rendering each of the foregoingopinions, we have assumed (i) that the Company will comply with all applicable notice requirements regarding uncertificated shares providedin the Delaware General Corporation Law and (ii) upon the issuance of any of the Conversion Shares, the Common Stock Warrant Shares, theCommitment Shares, the ELOC Shares, the Note Shares and the AIR Warrant Shares, the total number of shares of Common Stock issued andoutstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Certificateof Incorporation.

Our opinion is expressed onlywith respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicableto the subject matter hereof.

We hereby consent to the referenceto our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and to the filing ofthis opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category ofpersons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

3

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

We consent to the incorporation by referencein this Registration Statement on Form S-1 of our report dated March 31, 2025, relating to the financial statements of Nuvve Holding Corp.,appearing in the Annual Report on Form 10-K of Nuvve Holding Corp. for the year ended December 31, 2024. We also consent to the referenceto us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP 

San Diego, California

January 8, 2026