Item 1.01. Entry into Material Definitive Agreement
As previously disclosed, on January 24, 2024, Nuvve Holding Corp. (the "Company") entered into a Termination Agreement with Switch EV Ltd. ("Switch"), which, among other things, provided that Switch shall be obligated to pay the Company a lump-sum payment of $400,000 upon the occurrence of certain pricing-related conditions related to the transaction between Switch and an unrelated third party (the "Receivable").
On September 24, 2025, as approved by the independent and disinterested members of the board of directors of the Company, the Company entered into a Receivable Assignment Agreement (the "Agreement") with Gregory Poilasne, the Company's chief executive officer, and David Robson, the Company's chief financial officer (Messrs. Poilasne and Robson, collectively, the "Assignees"), pursuant to which the Company transferred and assigned the Company's right to the Receivable to the Assignees in exchange for an aggregate cash payment from the Assignees of $266,000. As set forth in the Agreement, the Assignees shall be entitled to any and all amounts received by the Company from the Receivable, with such amounts to be allocated pro rata to each Assignee.
The foregoing description of the Agreement is not complete and are qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.