Material Agreement Form 8 K

Item 1.01. Entry Into a Material Definitive Agreement.

On January 14, 2025, Nuvve Holding Corp. (the "Company") entered into the First Amendment to Securities Purchase Agreement (the "Amendment"), which amends the Securities Purchase Agreement, dated October 31, 2024 (the "Purchase Agreement"), by and among the Company and the buyers named therein. The Amendment amends the Purchase Agreement to extend the Stockholder Meeting Deadline to February 3, 2025. "Stockholder Meeting Deadline" means the date by which the Company shall obtain stockholder approval to issue an aggregate number of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), under the Purchase Agreement (including the promissory notes and warrants issued thereunder) in excess of 19.99% of the outstanding Common Stock.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.