Sec Form 13D Filing - Stonepeak GP Investors Manager LLC filing for Nuvve Holding Corp. (NVVE) - 2021-08-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

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NUVVE HOLDING CORP.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

67079Y 100

 (CUSIP Number)

Adrienne Saunders

Senior Managing Director, General Counsel and Chief Compliance Officer

c/o Stonepeak Partners LP

 55 Hudson Yards

550 W. 34th Street, 48th Floor

New York, NY 10001

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With a copy to:

Charles Ward

Chief Financial Officer and Secretary

Evolve Transition Infrastructure LP

1360 Post Oak Blvd, Suite 2400

Houston, TX 77056

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS
	STONEPEAK ROCKET HOLDINGS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.0%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK ROCKET UPPER HOLDINGS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.0%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

 

(1)	Excluding shares of Common Stock issuable to Evolve (as defined herein), the Reporting Person’s beneficial ownership would be 34.6%.

1	NAMES OF REPORTING PERSONS
	STONEPEAK ASSOCIATES IV LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			9,900,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			9,900,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,900,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.3%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK GP INVESTORS IV LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			9,900,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			9,900,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,900,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.3%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK GP INVESTORS MANAGER LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,000,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	37.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	MICHAEL B. DORRELL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,000,000(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,000,000(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,000,000(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	37.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

 

1	NAMES OF REPORTING PERSONS
	EVOLVE TRANSITION INFRASTRUCTURE LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,100,000
		9	SOLE DISPOSITIVE POWER
			1,100,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,100,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.7%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

SCHEDULE 13D

 

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on May 27, 2021 (the “Original Schedule 13D”) and is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Nuvve Holding Corp., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 2468 Historic Decatur Road, San Diego, CA 92106. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Schedule 13D.

 

 

The information set forth in Item 4 is incorporated by reference in its entirety into this Item 3.

 

 

Item 4 is hereby amended and supplemented by adding the following information:

 

On August 4, 2021, the transactions contemplated by the Letter Agreement, including the formation of Levo, were consummated pursuant to the terms and conditions thereof (the “Closing”). In connection with the Closing, Stonepeak entered into, among other definitive agreements, (i) a Board Rights Agreement (the “Board Rights Agreement”), dated as of the Closing, by and among Stonepeak (together with its affiliates that own Common Stock or the preferred units of Levo, the “Investors”) and the Issuer and (ii) a Parent Letter Agreement (the “Parent Letter Agreement”), dated as of the Closing, by and among the Issuer, Levo, Stonepeak and Evolve.

 

Pursuant to the Board Rights Agreement, for so long as the Investors collectively own at least 10% of the issued and outstanding Common Stock, the Investors will have the right to appoint one designee (the “Investor Director”) to serve on the Board and on one committee of the Board designated by the Investors. Further, at any time the Investors collectively own at least 15% of the issued and outstanding Common Stock, the Investors will have the right to appoint the Investor Director to two committees of the Board, and, if at any time the Investors collectively own at least 25% of the issued and outstanding Common Stock, the Investors will have the right to appoint the Investor Director to any committees of the Board. Additionally, for so long as the Investors own (i) any preferred units of Levo or (ii) at least 10% of the issued and outstanding Common Stock, the Investors have the right to appoint two individual representatives to attend all meetings of the Board in a non-voting observer capacity (the “Board Observer”); however, if there is an Investor Director then serving on the Board, the Investor has the right to appoint one Board Observer instead of two.

 

Pursuant to the Parent Letter Agreement, the Issuer has agreed to certain restrictive covenants with respect to Levo’s business, including (i) a covenant to present business opportunities with respect to Levo’s business to Levo and not to compete with Levo in connection with such opportunities in North America, subject to limited exceptions, and (ii) a covenant granting Stonepeak a right of first offer to participate in such business opportunities outside of North America and in future financing transactions of the Issuer.

 

The summaries contained herein of the Board Rights Agreement and Parent Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are included as Exhibit B and Exhibit C to this Amendment, respectively, and are incorporated herein by reference.

 

 

The information set forth in Item 5(a) of the Original Schedule 13 D is amended as follows:

 

The foregoing beneficial ownership percentage is based on the sum of (i) 18,714,215 shares of Common Stock of the Issuer outstanding as of June 30, 2021, as reported in the Issuer’s Registration Statement on Form S-1, dated as of July 16, 2021, and (ii) 11,000,000 shares of Common Stock issuable to the Reporting Persons as described in Item 4.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	STONEPEAK ROCKET HOLDINGS II LP
	By:	STONEPEAK ASSOCIATES IV LLC,
		its general partner
	By:	STONEPEAK GP INVESTORS IV LLC,
		its sole member
	By:	STONEPEAK GP INVESTORS MANAGER LLC,
		its managing member
	By:	/s/ Michael Dorrell
		Name:	Michael Dorrell
		Title:	Managing Member

Attention:  Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).