Dilution profile // every instrument, one screen, from SEC filings

Nuvve Holding Corp. (NVVE)

CIK 1836875 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$90.7M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
LOW-98% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~0.4 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-05-212026-08-06

Latest: 993,794 shares as of Aug 6, 2026 (10-Q). Share count fell from 5.3M to 524,728 between Mar 23, 2026 and Jul 6, 2026, a pattern consistent with a reverse split (roughly 1-for-10); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Existing Warrants728,174not tagged
Pre Funded Warrants728,174$0.0001
Series A Convertible Preferred Stock Warrants173,729not tagged
Warrants Issued On September2025not tagged$123.192
Warrants Issued On November172025not tagged$99.648
Warrants Issued In December2025not tagged$69.84

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Promissory Notes Issued On August 162024$1.5M$0not tagged17.5%
Promissory Notes Fermata Energy IILLC$547,058$611,645not tagged10%
Senior Convertible Notes November 2025$277,777$7,306$99.648~2,788 sh
Senior Convertible Notes December 2025$222,222$5,019$69.84~3,182 sh
Senior Convertible Notes September 2025$111,111$5,959$123.192~902 sh

If every note above converted at its tagged price: ~6,872 new shares on 993,794 currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding993,794Aug 6, 2026
+ Existing Warrants (if exercised)728,174May 12, 2026
+ Pre Funded Warrants (if exercised)728,174May 12, 2026
+ Series A Convertible Preferred Stock Warrants (if exercised)173,729Jun 30, 2026
+ Senior Convertible Notes November 2025 (if fully converted)2,788Nov 17, 2025
+ Senior Convertible Notes December 2025 (if fully converted)3,182Dec 26, 2025
+ Senior Convertible Notes September 2025 (if fully converted)902Sep 10, 2025
Fully diluted estimate2.6M+164.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $90.7Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Jan 9, 2026$90.7M registeredfiling →

Last 12 months: 7 executed · 2 registered.

EXECUTEDMay 13, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 6, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEJan 21, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEJan 21, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJan 9, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
WITHDRAWNJan 8, 2026Registration withdrawnRW
EXECUTEDDec 31, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDDec 23, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 21, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 14, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDSep 16, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDAug 15, 2025S-1 registration — capacity to sell shares, not a sale yetS-1

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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