Good morning, welcome to everyone participating with us today. I would like to call to order this special meeting of the stockholders of Nuvve Holding Corp., which is being held virtually. I am Gregory Poilasne, CEO and director of the company. I would like to introduce the other members of the board of directors who are with us today for this special meeting of the shareholders. Jon Montgomery, David Sherman, Laura Huang, Brian Johnson, and the CEO of our New Mexico subsidiary, Ted Smith, constituting all members of our board. Also with me today is David Robson, our chief financial officer. On behalf of your board of directors and management, I welcome all stockholders in attendance today. My sincere thanks to all shareholders voting today and by proxy in advance of this meeting. Thank you for your interest in our company's mission, business, and future prospects. I will now turn the meeting over to David Robson, who will conduct the formal part of the special meeting and serve as secretary of the meeting. Thank you, Gregory. Good morning, welcome to all of our stockholders participating online. During this meeting, shareholders participating online are welcome to submit questions through the virtual meeting platform by typing your question into the Ask a Question field and clicking Submit. Questions pertinent to the meeting matters will be answered after the proposal for today's meeting has been presented. As indicated in the notice of meeting and accompanying documents that were mailed to all stockholders of record, as of the record date, the following matters have been proposed and recommended by the board for approval by the stockholders. One, to approve an amendment to the company's certificate of incorporation and authorize the company's board of directors to effect a reverse stock split of the company's issued and outstanding common stock, par value $0.0001 per share, with a range from one to two to one to 40, with the exact ratio of the reverse stock split to be determined by the board. Number 2, to approve for purposes of NASDAQ Listing Rule 5635, the issuance of 19.99% or more of the company's outstanding shares of common stock in connection with the Omnia Venture agreements, including the shares issuable upon conversion of shares of Series B Preferred Stock. Number 3, to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies. The polls are open for voting and will remain open until I announce that the polls are closed. You may vote your shares during the meeting online through the virtual meeting platform. You will need a 16-digit control number included on your proxy card or voting instruction form. If you voted previously, that will not limit your right to vote online during the meeting through the virtual meeting platform, and your online vote will supersede your previous vote submission. No online votes, ballots, or proxies, or revocations of, or changes to online votes, ballots, or proxies will be accepted after the polls are closed. I will announce the voting results following tabulation. I have received an affidavit from Broadridge Financial Solutions, the company's agent for distribution, certifying that the notice of the special meeting and proxy statement were sent to all stockholders of record as of April 17, 2026. The affidavit will be included with the minutes for the meeting. We were informed that as of 7:30 A.M. Eastern Time this morning, represented at this meeting in person or by proxy are 3,468,751 shares of common stock entitled to vote, comprising approximately 36.73% of the outstanding shares of common stock of the company. Based on the number of shares reported as present at this meeting, I am happy to report that a quorum exists. I will now review the proposals being presented before today's meeting. Proposal number 1, to approve an amendment to the company's certificate of incorporation and authorize the company's board of directors to effect a reverse stock split of the company's issued and outstanding common stock, par value $0.0001 per share, within a range from one to two to one to 40, with the exact ratio of the reverse stock split to be determined by the board. Proposal number 2, to approve for the purposes of NASDAQ Listing Rule 5635, the issuance of 19.99% or more of the company's outstanding shares of common stock in connection with the Omnia Venture agreements, including the shares issuable upon conversion of the shares of Series B Preferred Stock. Proposal number 3, to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies. This concludes the introduction of the proposals on the agenda for this special meeting. We will open the floor for a brief question and answer session on the matters being voted on today. Your questions submitted at this time should be limited only to the specific proposals before today's meeting. We will address only those questions which relate to the matters to be voted on at this time. If any stockholder present today has not voted yet and wishes to cast their vote today or have previously voted and wish to change or revoke any previously submitted proxy or voting instructions and vote today, you should enter your vote online using your control number now. We will pause for questions regarding the proposals. While we wait for questions, I'd like to remind everyone that comments we make in response to questions may include forward-looking statements with the meaning of federal securities laws, including forward-looking statements regarding the company's business, plans, and strategies. These forward-looking statements are based upon management's current expectations and involve risks and uncertainties. For a discussion of the principal risk factors and uncertainties that may affect our performance or cause actual results to differ materially from these statements, I encourage you to review our most recent annual and quarterly reports on Forms 10-K and 10-Q, as well as other SEC filings, which are available on our investor relations website at investors.nuvve.com. There are no questions regarding the proposals to be voted on, and therefore we will close the polls in about 10 seconds. The polls are now closed. I've been informed that the preliminary vote report shows that a majority of the votes of the stockholders entitled to vote and voting at this meeting have been voted in favor of the reverse stock split proposal, and it was therefore approved by our stockholders, and that a majority of the votes of the stockholders entitled to vote and voting at this meeting have been voted in favor of the Omnia Issuance Proposal, and it was therefore approved by our stockholders. The proxy statement for this meeting also included a proposal to adjourn the meeting, if necessary, to solicit additional votes in favor of the reverse stock split proposal or the Omnia Issuance Proposal, or if a quorum was not present. Since a quorum is present and each of the reverse stock split proposal and the Omnia Issuance Proposal have been approved, the adjournment proposal will not be presented at today's meeting. We will be reporting the final voting results in a Form 8-K to be filed with the SEC within four business days. This concludes the formal business of today's special meeting and the formal portion of the meeting is accordingly adjourned. I'd like to close by thanking the stockholders in attendance for your participation in our virtual special meeting and for your interest in Nuvve Holding Corp. This concludes today's meeting. You may now disconnect.
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