<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            April 18, 2025

Gregory Poilasne
Chief Executive Officer
Nuvve Holding Corp.
2488 Historic Decatur Road, Suite 230
San Diego, CA 92106

       Re: Nuvve Holding Corp.
           Registration Statement on Form S-1
           Filed April 7, 2025
           File No. 333-286407
Dear Gregory Poilasne:

       We have conducted a limited review of your registration statement and
have the
following comment(s).

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed April 7, 2025
General

1.     We note that you are registering the resale of up to 41,035,354 shares
of "Common
       Stock issuable upon the conversion or exercise of future Notes or
Warrants,
       respectively, issuable upon the exercise of outstanding Additional
Investment Rights."
       Because these "future Notes or Warrants" are not yet outstanding and
will not be
       outstanding until the selling stockholders exercise the Additional
Investment Right to
       receive them, it does not appear appropriate at this time to register
the resale of the
       associated common stock. Please revise your registration statement
accordingly or
       provide us your legal analysis as to why you are able to register these
shares at this
       time. Refer generally to Securities Act Compliance Disclosure and
Disclosure
       Interpretation 139.11.
 April 18, 2025
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Eranga Dias at 202-551-8107 or Jay Ingram at 202-551-3397
with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
</TEXT>
</DOCUMENT>
