SecProbe.io

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 July 2, 2025

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

 Re: Nuvve Holding Corp.
 Registration Statement on Form S-3
 Filed June 27, 2025
 File No. 333-288394
Dear Gregory Poilasne:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Nuvve Holding Corp.
 2488 Historic Decatur Road, Suite 230

 San Diego, California 92106

 July 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.
Washington, D.C. 20549

 Attn: Erin Donahue

 Re: Nuvve Holding Corp.
Registration Statement on Form S-3
File No. 333-288394

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “ Act ”), Nuvve Holding Corp. (the “ Company ”) hereby requests
that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated
to July 7, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Baker & Hostetler
LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request,
the Company acknowledges that it is aware of its obligations under the Act.

 We request that we be notified
of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to the Company, at (310) 442-8850
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Nuvve Holding Corp.

 By:
 /s/ Gregory Poilasne

 Gregory Poilasne

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Nuvve Holding Corp.
 2488 Historic Decatur Road, Suite 230

 San Diego, California 92106

 June 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.
Washington, D.C. 20549

 Attn: Sarah Sidwell

 Re: Nuvve Holding Corp.
 Registration Statement on Form S-1
 File No. 333-287883

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the " Act "), Nuvve Holding Corp. (the " Company ") hereby
requests that the effective date of the above-referenced registration statement (the " Registration Statement ") be
accelerated to June 24, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Baker
& Hostetler LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration
request, the Company acknowledges that it is aware of its obligations under the Act.

 We request that we be notified
of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to the Company, at (310) 442-8850
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Nuvve Holding Corp.

 By:
 /s/ Gregory Poilasne

 Gregory Poilasne

 Chief Executive Officer

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<TEXT>
 June 17, 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 on June 9, 2025
 File No. 333-287883
Dear Gregory Poilasne:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: JR Lanis
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Nuvve Holding Corp.
 2488 Historic Decatur Road, Suite 230

 San Diego, California
92106

 May 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.
Washington, D.C. 20549

 Attn: Erin Donahue

 Re: Nuvve
 Holding Corp.
 Registration Statement on Form S-3
 File No. 333-284988

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Act "), Nuvve Holding Corp. (the " Company ")
hereby requests that the effective date of the above-referenced registration statement (the " Registration Statement ")
be accelerated to May 27, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Baker
& Hostetler LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration
request, the Company acknowledges that it is aware of its obligations under the Act.

 We
request that we be notified of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to
the Company, at (310) 442-8850 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Nuvve Holding Corp.

 By:
 /s/ Gregory Poilasne

 Gregory Poilasne

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Nuvve Holding Corp.
 2488 Historic Decatur Road, Suite 230

 San Diego, California 92106

 May 9, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.
Washington, D.C. 20549

 Attn: Eranga Dias

 Re: Nuvve Holding Corp.
Registration Statement on Form S-1
File No. 333-286407

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the " Act "), Nuvve Holding Corp. (the " Company ") hereby requests
that the effective date of the above-referenced registration statement (the " Registration Statement ") be accelerated
to May 13, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Baker & Hostetler
LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request,
the Company acknowledges that it is aware of its obligations under the Act.

 We request that we be notified
of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to the Company, at (310) 442-8850
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Nuvve Holding Corp.

 By:
 /s/ Gregory Poilasne

 Gregory Poilasne

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 April 30, 2025

 Alan A. Lanis, Jr.

 direct dial: 310.442.8828
jrlanis@bakerlaw.com

 Office of Manufacturing

 Division of Corporation Finance

 Securities and Exchange Commission
Washington, DC 20549

 Attn: Eranga Dias and Jay Ingram

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

 Ladies and Gentlemen:

 On behalf of Nuvve Holding Corp. (the "Company"),
we are submitting this letter in response to the comment letter from the staff of the Division of Corporation Finance (the "Staff")
of the Securities and Exchange Commission (the "Commission") dated April 18, 2025 (the "Comment Letter"), relating
to the Company's Registration Statement on Form S-1, filed with the Commission on April 7, 2025.

 For the Staff's convenience, we have repeated
below the Staff's comment in italics, and have followed such comment with the Company's response. Concurrently with the transmission
of this letter, we are filing the Company's Amendment No. 1 to Form S-1 Registration Statement (the "Amended Registration
Statement").

 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 .

 The Company has removed the 41,035,354 shares
of Common Stock issuable upon conversion or exercise of the "future Notes or Warrants" from the shares to be registered under
the Amended Registration Statement.

 * * *

 April 30, 2025

 Page 2

 If Staff should have any questions
or comments regarding this submission or response, please feel free to contact me at (310) 442-8828. Thank you for your ongoing courtesy
in this matter.

 Sincerely,

 /s/ Alan A. Lanis, Jr.

 Alan A. Lanis, Jr.

 Partner

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<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>

February 20, 2025
Gregory Poilasne
Chief Executive Officer
Nuvve Holding Corp.
2488 Historic Decatur Road, Suite 230
San Diego, California 92106
Re:Nuvve Holding Corp.
Registration Statement on Form S-3
Filed February 14, 2025
File No. 333-284988
Dear Gregory Poilasne:
            We have conducted a limited review of your registration statement and have the
following comment.
            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-3
General
1.Please update your financial statements and related disclosures. See Section 1220.3 of
the Division of Corporation Finance's Financial Reporting Manual. If you elect to
update such disclosures by incorporating by reference your Form 10-K for the fiscal
year ended December 31, 2024, please ensure you include the information required by
Part III of that form. See Question 123.01 of Securities Act Forms Compliance and
Disclosure Interpretations.
            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.

February 20, 2025
Page 2
            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 Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:JR Lanis

CORRESP
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Nuvve Holding Corp.

2488 Historic Decatur Road, Suite 230

San Diego, California 92106

December 16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Erin Donahue

 Re: Nuvve Holding Corp.

Registration Statement on Form S-1

File No. 333-283451

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Act”), Nuvve Holding Corp. (the “Company”) hereby requests
that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to December 18, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Baker &
Hostetler LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration
request, the Company acknowledges that it is aware of its obligations under the Act.

We request that we be notified
of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to the Company, at (310) 442-8850
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Nuvve Holding Corp.

    By:
    /s/ Gregory Poilasne

    Gregory Poilasne

    Chief Executive Officer

December 2, 2024
Gregory Poilasne
Chief Executive Officer
Nuvve Holding Corp.
2488 Historic Decatur Road, Suite 200
San Diego, California 92106
Re:Nuvve Holding Corp.
Registration Statement on Form S-1
Filed November 25, 2024
File No. 333-283451
Dear Gregory Poilasne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Nuvve Holding Corp.

2488 Historic Decatur Road, Suite 200

San Diego, California 92106

January 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Fullem

 Re: Nuvve Holding Corp.

Registration Statement on Form S-1

File No. 333-276415

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), Nuvve Holding Corp., Inc. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to January 31, 2024, at 9:00 a.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Baker & Hostetler
LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request,
the Company acknowledges that it is aware of its obligations under the Act.

We request that we be notified
of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to the Company, at (310) 442-8850
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Nuvve Holding Corp.

    By:
    /s/ Gregory Poilasne

    Gregory Poilasne

    Chief Executive Officer

CORRESP
1
filename1.htm

Nuvve Holding Corp.

2488 Historic Decatur Road, Suite 200

San Diego, California 92106

January 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Fullem

 Re: Nuvve Holding Corp.

Registration Statement on Form S-1

File No. 333-276415

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on January 26, 2024, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for January 30, 2024 at 5:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as
amended. We are no longer requesting that such Registration Statement Be declared effective at this time and we hereby formally withdraw
our request for acceleration of the effective date.

If you have any questions
regarding this request, please contact Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to the Company, at (310) 442-8850.

    Very truly yours,

    Nuvve Holding Corp.

    By:
    /s/ Gregory Poilasne

    Gregory Poilasne

    Chief Executive Officer

CORRESP
1
filename1.htm

Nuvve Holding Corp.

2488 Historic Decatur Road, Suite 200

San Diego, California 92106

January 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Fullem

 Re: Nuvve Holding Corp.

                                                                                Registration Statement on Form S-1

                                                                                File No. 333-276415

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), Nuvve Holding Corp., Inc. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to January 30, 2024, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Baker & Hostetler
LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request,
the Company acknowledges that it is aware of its obligations under the Act.

We request that we be notified
of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to the Company, at (310) 442-8850
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Nuvve Holding Corp.

    By:
    /s/ Gregory Poilasne

    Gregory Poilasne

    Chief Executive Officer

CORRESP
1
filename1.htm

January 26, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Attn: Patrick Fullem

    Re:
    Nuvve Holding Corp.

    Registration Statement on Form S-1

    File No. 333-276415

Ladies and Gentlemen:

Craig-Hallum Capital Group LLC (“Craig-Hallum”),
as representative of the underwriters for the referenced offering, hereby concurs in the request by Nuvve Holding Corp. that the effective
date of the above-referenced registration statement be accelerated to 5:00 p.m. (Eastern Time), or as soon as practicable thereafter,
on January 30, 2024, pursuant to Rule 461 under the Securities Act. Craig-Hallum affirms that it is aware of its obligations under the
Securities Act in connection with this offering.

    Very truly yours,

    Craig-Hallum Capital Group LLC

    By:
    /s/ John Carter
Lipman

    Name:
    John Carter Lipman

    Title:
     Partner-Investment Banking

United States securities and exchange commission logo
January 11, 2024
Gregory Poilasne
Chief Executive Officer
Nuvve Holding Corp.
2488 Historic Decatur Road, Suite 200
San Diego, CA 92106
Re:Nuvve Holding Corp.
Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-276415
Dear Gregory Poilasne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       JR Lanis, Esq.

CORRESP
1
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NUVVE HOLDING CORP.

2488 Historic Decatur Road

San Diego, CA 92106

May 3, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Nuvve Holding Corp.

    Registration Statement on Form S-3

    Filed April 25, 2022

    File No. 333-264462

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Nuvve Holding Corp. hereby requests that the effectiveness of the above-referenced Registration Statement be
accelerated so that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on Thursday, May 5, 2022, or as soon
thereafter as practicable.

Sincerely,

NUVVE HOLDING CORP.

/s/ Gregory Poilasne

Gregory Poilasne

Chief Executive Officer

United States securities and exchange commission logo
May 3, 2022
David Robson
Chief Financial Officer
Nuvve Holding Corp.
2488 Historic Decatur Road
San Diego, California 92106
Re:Nuvve Holding Corp.
Registration Statement on Form S-3
Filed April 25, 2022
File No. 333-264462
Dear Mr. Robson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Schwartz

CORRESP
1
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NUVVE HOLDING CORP.

2488 Historic Decatur Road

San Diego, CA 92106

April 25, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Nuvve Holding Corp.

Post-Effective Amendment to Form S-3

Filed April 7, 2022

File No. 333-254718

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Nuvve Holding Corp. hereby requests that the effectiveness of the above-referenced Post-Effective Amendment be
accelerated so that such Post-Effective Amendment will become effective at 4:30 p.m., Eastern Time, on Wednesday, April 27, 2022, or as
soon thereafter as practicable.

    Sincerely,

    NUVVE HOLDING CORP.

    /s/ Gregory Poilasne

    Gregory Poilasne

    Chief Executive Officer

CORRESP
1
filename1.htm

NUVVE HOLDING CORP.

2488 Historic Decatur Road

San Diego, CA 92106

April 25, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Nuvve Holding Corp.

Post-Effective Amendment to Form S-3

Filed April 7, 2022

File No. 333-257977

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Nuvve Holding Corp. hereby requests that the effectiveness of the above-referenced Post-Effective Amendment be
accelerated so that such Post-Effective Amendment will become effective at 4:30 p.m., Eastern Time, on Wednesday, April 27, 2022, or as
soon thereafter as practicable.

    Sincerely,

    NUVVE HOLDING CORP.

    /s/ Gregory Poilasne

    Gregory Poilasne

    Chief Executive Officer

CORRESP
1
filename1.htm

NUVVE HOLDING CORP.

2488 Historic Decatur Road

San Diego, CA 92106

April 25, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Nuvve Holding Corp.

Post-Effective Amendment to Form S-3

Filed April 7, 2022

File No. 333-259735

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Nuvve Holding Corp. hereby requests that the effectiveness of the above-referenced Post-Effective Amendment be
accelerated so that such Post-Effective Amendment will become effective at 4:30 p.m., Eastern Time, on Wednesday, April 27, 2022, or as
soon thereafter as practicable.

    Sincerely,

    NUVVE HOLDING CORP.

    /s/ Gregory Poilasne

    Gregory Poilasne

    Chief Executive Officer

United States securities and exchange commission logo
April 21, 2022
David Robson
Chief Financial Officer
Nuvve Holding Corp.
2488 Historic Decatur Road
San Diego, California 92106
Re:Nuvve Holding Corp.
Post-Effective Amendment to Form S-3
Filed April 7, 2022
File No. 333-254718
Dear Mr. Robson:
            We have reviewed your post-effective amendment and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-Effective Amendment to Form S-3 filed April 7, 2022
General
1.We note that your registration statement incorporates by reference your Form 10-K for the
fiscal year ended December 31, 2021, which in turn incorporates by reference
certain Part III information from a definitive proxy statement that you have not yet filed.
Please be advised that we cannot declare your filing effective until you have amended
your Form 10-K to include the Part III information or have filed a definitive proxy
statement which includes such information.  For guidance, please refer to Question 123.01
of the Securities Act Forms Compliance and Disclosure Interpretations.
            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

 FirstName LastNameDavid Robson
 Comapany NameNuvve Holding Corp.
 April 21, 2022 Page 2
 FirstName LastName
David Robson
Nuvve Holding Corp.
April 21, 2022
Page 2
action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 or Jay Ingram at (202) 551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric T. Schwartz

CORRESP
1
filename1.htm

NUVVE HOLDING CORP.

2488 Historic Decatur Road

San Diego, CA 92106

September 29, 2021

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Nuvve Holding Corp.

  Registration Statement on Form S-1

  File No. 333-259735

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Nuvve Holding Corp. hereby requests that the effectiveness of the above-referenced Registration Statement be
accelerated so that such Registration Statement will become effective at 9:30 a.m., Eastern Time, on Friday, October 1, 2021, or as soon
thereafter as practicable.

Sincerely,

NUVVE HOLDING CORP.

/s/ Gregory Poilasne

Gregory Poilasne

Chief Executive Officer

United States securities and exchange commission logo
September 28, 2021
Gregory Poilasne
Chairman and Chief Executive Officer
Nuvve Holding Corp.
2869 Historic Decatur Road
San Diego, California 92106
Re:Nuvve Holding Corp.
Registration Statement on Form S-1
Filed September 23, 2021
File No. 333-259735
Dear Mr. Poilasne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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NUVVE HOLDING CORP.

2869 Historic Decatur Road

San Diego, CA 92106

July 23, 2021

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: 	Nuvve Holding Corp.

Registration Statement on Form S-1

File No. 333-257977

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Nuvve Holding Corp. hereby requests that the effectiveness of the above-referenced Registration Statement be
accelerated so that such Registration Statement will become effective at 9:30 a.m., Eastern Time, on Tuesday, July 27, 2021, or as soon
thereafter as practicable.

Sincerely,

NUVVE HOLDING CORP.

/s/ Gregory Poilasne

Gregory Poilasne

Chief Executive Officer

United States securities and exchange commission logo
July 22, 2021
Gregory Poilasne
Chief Executive Officer
Nuvve Holding Corp.
2869 Historic Decatur Road
San Diego, California 92106
Re:Nuvve Holding Corp.
Form S-1
Filed July 16, 2021
File No. 333-257977
Dear Mr. Poilasne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Heather Clark at 202-551-3624 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

NUVVE HOLDING CORP.

2468 Historic Decatur Road

San Diego, CA 92106

April 1, 2021

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Nuvve Holding Corp.

Registration Statement on Form
S-1

File No. 333-254718

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Nuvve Holding Corp. hereby requests that the effectiveness of the above-referenced Registration
Statement be accelerated so that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on Monday, April
5, 2021, or as soon thereafter as practicable.

    Sincerely,

    NUVVE HOLDING CORP.

    /s/ Gregory Poilasne

    Gregory Poilasne

    Chief Executive Officer

United States securities and exchange commission logo
March 29, 2021
Gregory Poilasne
Chief Executive Officer
Nuvve Holding Corp.
2468 Historic Decatur Road
San Diego, California 92106
Re:Nuvve Holding Corp.
Registration Statement on Form S-1
Filed March 25, 2021
File No. 333-254718
Dear Mr. Poilasne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Geoff Kruczek at (202) 551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Schwartz

CORRESP
1
filename1.htm

NB MERGER CORP.

Room 801, Building C

SOHO Square, No. 88

Zhongshan East 2nd Road, Huangpu District

Shanghai, 200002, China

February 10, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Charles Eastman

    RE:
    NB Merger Corp. (the “Company”)

    Registration Statement on Form S-4

    (File No. 333-251559) (the “Registration Statement”)

Dear Mr. Eastman:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:00 p.m. on February 12, 2021, or as soon thereafter
as practicable.

The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

    Very truly yours,

    NB MERGER CORP.

    By:
    /s/ Wenhui Xiong

    Name:
    Wenhui Xiong

    Title:
    President

CORRESP
1
filename1.htm

NB
Merger Corp.

Room 801, Building C

SOHO Square, No. 88

Zhongshan East 2nd Road, Huangpu District

Shanghai, 200002, China

February 9, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Charles Eastman

    Re:
    NB Merger Corp.

    Amendment No. 2 to Registration Statement on Form S-4

    Filed February 4, 2021

    File No. 333-251559

Dear Mr. Eastman:

NB Merger Corp. (the
“Company,” “we,” “us” or “our”) hereby transmits our
response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated February 4, 2021, regarding the Company’s Amendment No. 2 to Registration Statement
on Form S-4, File No. 333-251559 (the “Registration Statement”), previously filed with the Commission on February
4, 2021.

For the Staff’s
convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 3 to Registration Statement
on Form S-4 (the “Amendment No. 3”) which is being filed with the Commission on EDGAR concurrently with the submission
of this letter.

Amendment No. 2 to Form S-4 filed
February 4, 2021

Exhibits

 1. Please file Exhibit 99.1.

    Response:
    Exhibit 99.1 is being filed with the Amendment No. 3.

General

 2. We note your response to prior comment 1. We continue to believe that the form of your intended
transaction regarding the PIPE Investment, and the related offer and sale to those investors in connection with the transactions
you seek to register here, appears to be inconsistent with Section 5. Please revise your disclosure accordingly. Please note we
would not object to the filing of a registration statement covering the resale of the securities to be issued to the PIPE investors.

    Response:
    The securities being issued to the PIPE investors have been removed from the Registration Statement.

We thank the Staff
in advance for its review of the foregoing and the Registration Statement. If you have further comments, we ask that you forward
them by electronic mail to our counsel, Giovanni Caruso, Esq., at gcaruso@loeb.com or by telephone at (212) 407-4866.

    Very truly yours,

    /s/ Wenhui Xiong

        Wenhui Xiong

        Chief Financial Officer

United States securities and exchange commission logo
February 4, 2021
Wenhui Xiong
Chairman and Chief Executive Officer
NB Merger Corp.
Room 801, Building C
SOHO Square, No. 88
Zhongshan East 2nd Road, Huangpu District
Shanghai, 200002, China
Re:NB Merger Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 4, 2021
File No. 333-251559
Dear Mr. Xiong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 2 to Form S-4 filed February 4, 2021
Exhibits
1.Please file Exhibit 99.1.
General
2.We note your response to prior comment 1.  We continue to believe that the form of your
intended transaction regarding the PIPE Investment, and the related offer and sale to those
investors in connection with the transactions you seek to register here, appears to be
inconsistent with Section 5.  Please revise your disclosure accordingly.  Please note we
would not object to the filing of a registration statement covering the resale of the

 FirstName LastNameWenhui Xiong
 Comapany NameNB Merger Corp.
 February 4, 2021 Page 2
 FirstName LastName
Wenhui Xiong
NB Merger Corp.
February 4, 2021
Page 2
securities to be issued to the PIPE investors.
            You may contact Charles Eastman at (202) 551-3794 or Andrew Blume at (202) 551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Giovanni Caruso

CORRESP
1
filename1.htm

NB
Merger Corp.

Room 801, Building C

SOHO Square, No. 88

Zhongshan East 2nd Road, Huangpu District

Shanghai, 200002, China

February 3, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Charles Eastman

 Re: NB Merger Corp.

Amendment No. 1 to Registration
Statement on Form S-4

Filed January 22, 2021

File No. 333-251559

Dear Mr. Eastman:

NB Merger Corp. (the
“Company,” “we,” “us” or “our”) hereby transmits our
response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated January 28, 2021, regarding the Company’s Amendment No. 1 to Registration Statement
on Form S-4, File No. 333-251559 (the “Registration Statement”), previously filed with the Commission on January
22, 2021.

For the Staff’s
convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.

Amendment No. 1 to Registration Statement
on Form S-4

General

 1. We note your response to prior comment 13. Notwithstanding the form of the private transaction,
as described in your response, we do not believe that attempting to register the offer and sale of securities that were issued
privately is consistent with Section 5. Refer to Question 134.02 of our Securities Act Sections Compliance and Disclosure Interpretations.

Response:	As discussed with the staff, the
staff intended this comment to relate to prior comment 12, and we have responded below accordingly.

We believe that it is appropriate to register the
offer and sale of the securities to the investors in the PIPE transaction. The PIPE investors have entered into definitive subscription
agreements to purchase securities in Newborn Acquisition Corp. (“Newborn”). These agreements are binding obligations
on the part of the PIPE investors, and their investment decision was made at the time of entry into the subscription agreements,
subject only to conditions outside their control, namely the consummation of the Business Combination. Accordingly, the investors
in the PIPE will have been at market risk for at least three months, and likely four or more months, by the time shares are issued.
In this sense, they are not in any different position than any other investor who purchased securities of Newborn prior to the
Business Combination. (See Question 132.18 of the Securities Act Rules Compliance and Disclosure Interpretations (reproduced in
Annex A). As highlighted in Question 132.18, the PIPE investors are in substantially the same position as someone who purchased
securities in Nuvve or Newborn three months ago and will receive securities of the Company pursuant to Form S-4 exchange.

The Form S-4 registers the exchange of the previously
issued PIPE securities in Newborn for the securities of the Company, which only takes place at the closing of the transaction between
Newborn and the Company. Since the Newborn securities were deemed to have been owned at the time the PIPE agreements were entered
into, and since the Form S-4 registers the exchange of such securities for the securities of the Company in a separate transaction,
the Company believes that the securities underlying the PIPE are eligible to be registered for exchange pursuant to Form S-4.

We thank the Staff
in advance for its review of the foregoing and the Registration Statement. If you have further comments, we ask that you forward
them by electronic mail to our counsel, Giovanni Caruso, Esq., at gcaruso@loeb.com or by telephone at (212) 407-4866.

    Very truly yours,

    /s/ Wenhui Xiong

        Wenhui Xiong

        Chief Financial Officer

Annex A

Question 132.18

Question: Company A sells mandatorily
exchangeable Notes to an investor in a private placement transaction. Under the terms of the Notes, the Notes can be exchanged
for a fixed number of shares of Company B, an affiliate of Company A, either at Company A's option or upon the occurrence of certain
events outside the investor's control. If such an exchange takes place, when does the holding period for the Company B Shares begin
to run for purposes of Rule 144(d)(1)?

Answer: When Company A sells the
Notes, there is deemed to be a concurrent private offering of the underlying Company B Shares, and the investor has no subsequent
investment decision to make because the exchange is either at Company A's option or occurs automatically upon the occurrence of
certain events outside the investor's control. Accordingly, the investor's Rule 144(d) holding period for the Company B Shares
would begin at the time the investor originally acquired the Notes from Company A, and not when the investor later receives the
Company B Shares in exchange for the Notes.

If the Notes also include a provision allowing
the exchange to occur at the investor's option and the investor decides to exchange the Notes for Company B Shares, then the holding
period for the Company B Shares would begin on the date of the exchange. If the Notes also include this provision but the exchange
occurs not because of the investor's decision but because of either Company A's decision or the occurrence of certain events outside
the investor's control, then the holding period for the Company B Shares would begin at the time the investor originally acquired
the Notes from Company A. [Mar. 4, 2011]

United States securities and exchange commission logo
January 28, 2021
Wenhui Xiong
Chairman and Chief Executive Officer
NB Merger Corp.
Room 801, Building C
SOHO Square, No. 88
Zhongshan East 2nd Road, Huangpu District
Shanghai, 200002, China
Re:NB Merger Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 22, 2021
File No. 333-251559
Dear Mr. Xiong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-4
General
1.We note your response to prior comment 13.  Notwithstanding the form of the private
transaction, as described in your response, we do not believe that attempting to register the
offer and sale of securities that were issued privately is consistent with Section 5. Refer to
Question 134.02 of our Securities Act Sections Compliance and Disclosure
Interpretations.
            You may contact Charles Eastman at (202) 551-3794 or Andrew Blume at (202) 551-

 FirstName LastNameWenhui Xiong
 Comapany NameNB Merger Corp.
 January 28, 2021 Page 2
 FirstName LastName
Wenhui Xiong
NB Merger Corp.
January 28, 2021
Page 2
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Giovanni Caruso

CORRESP
1
filename1.htm

NB
Merger Corp.

Room
801, Building C

SOHO
Square, No. 88

Zhongshan
East 2nd Road, Huangpu District

Shanghai,
200002, China

January
22, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Charles Eastman

 Re: NB
Merger Corp.

Registration
Statement on Form S-4

Filed
December 21, 2020

File
No. 333-251559

Dear
Mr. Eastman:

NB
Merger Corp. (the “Company,” “we,” “us” or “our”)
hereby transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), dated January 15, 2021, regarding the Company’s Registration
Statement on Form S-4, File No. 333-251559 (the “Registration Statement”), previously filed with the Commission
on December 21, 2020.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with
the Company’s response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment
No. 1 to Registration Statement on Form S-4 (the “Amendment No. 1”) which is being filed with the Commission
on EDGAR concurrently with the submission of this letter.

Registration
Statement on Form S-4 filed December 21, 2020

Did
Newborn’s board of directors obtain a third-party valuation . . .?, page 2

 1. While
                                         we note the disclosure regarding a lack of a fairness opinion, you also disclose that
                                         Newborn’s “financial advisor” will receive shares as a “success
                                         fee.” Please reconcile, and revise to disclose the nature and scope of advice that
                                         advisor provided to Newborn. See also Item 4(b) to Form S-4.

RESPONSE:
The financial advisor introduced Newborn to Nuvve, assisted with the structure of the transaction, and provided advice on the
transaction process to Newborn. In addition, the financial advisor acted as agent in the $14.25 million PIPE transaction that
was announced concurrent with the signing of the definitive merger agreement. Paying a success fee for such services is not unusual
in a business combination transaction. Newborn did not retain the advisor, or any other party, to provide valuation services or
deliver a fairness opinion in connection with the transaction. The disclosure on pages 14 and 75 of the Amendment No. 1 has been revised in accordance with the Staff’s comments.

    1

Are
Nuvve’s stockholders required to approve the Acquisition Merger, page 4

 2. Please
                                         revise to clarify whether the number of stockholders who entered into the support agreements
                                         is sufficient to approve the merger. If it is not, disclose the number and percentage
                                         of additional shares required to secure such approval.

RESPONSE: The vote of the stockholders
who are party to the support agreements is sufficient to approve the Business Combination, including the Acquisition Merger. The
disclosure on pages 4 and 79 of the Amendment No. 1 has been revised to clarify the foregoing, as requested.

Purchase
and Option Agreement, page 15

 3. If
                                         the person or entity that is the counterparty to this agreement is an affiliate of Nuvve,
                                         as indicated by your disclosure on page 174, please revise to identify that person or
                                         entity.

RESPONSE: The counterparty to
the Purchase and Option Agreement is EDF Renewables, Inc., an affiliate of Nuvve. The disclosure on pages 16, 80 and 181 of the
Amendment No. 1 has been revised to identify EDF Renewables, Inc., as requested.

Interests
of Certain Persons in the Business Combination, page 77

 4. We
                                         note the interests you describe relate only to affiliates of Newborn Acquisition. Expand
                                         to discuss the interests of affiliates of Nuvve.

RESPONSE: The disclosure on pages
19 and 80 of the Amendment No. 1 has been revised in accordance with the Staff’s comments.

NBAC’s
interaction with Nuvve, page 79

 5. Please
                                         revise to clarify how the nature and amount of consideration evolved as a result of negotiations
                                         between the parties, including each proposal and counterproposal. Currently, it appears
                                         from your disclosure that only one proposal was made. Provide similar disclosure regarding
                                         the material terms of the merger agreement and other agreements related to the transaction,
                                         such as the purchase and option agreement and the planned PIPE transaction.

RESPONSE: The disclosure on page
83 of the Amendment No. 1 has been revised in accordance with the Staff’s comments.

    2

Recommendation
of Newborn’s Board of Directors, page 84

 6. Please
                                         revise to disclose whether, and if so how, Newborn’s board concluded that the acquisition
                                         satisfied the 80% test referenced on page 2.

RESPONSE: The disclosure on page
88 of the Amendment No. 1 has been revised in accordance with the Staff’s comments.

Material
U.S. Federal Income Tax Consequences of the Business Combination, page 94

 7. We
                                         note the numerous uncertain tax consequences and possible alternatives disclosed here
                                         and in your summary and risk factors. Please file the exhibit required by Item 601(b)(8)
                                         of Regulation S-K. Ensure the disclosure in this section names counsel and states clearly
                                         that the disclosure represents its opinion.

RESPONSE: The disclosure on page 99 of the Amendment No. 1 has
been revised in accordance with the Staff’s comments. An opinion required by Item 601(b)(8) of Regulation S-K will be filed
as an exhibit to a future amendment to the Registration Statement.

Intellectual
Property, page 118

 8. Please
                                         revise to discuss the agreement with the University of Delaware mentioned on page 174
                                         and its significance to your intellectual property portfolio and business. Describe the
                                         rights afforded to you under the agreement, such as whether you own or are merely assigned
                                         the rights for a limited duration. Also described the claims covered by the intellectual
                                         property and file the agreement as an exhibit.

RESPONSE: The disclosure on page
124 of the Amendment No. 1 has been revised as requested, and the agreement with the University of Delaware will be filed as an
exhibit to a future amendment to the Registration Statement.

Certain
Transactions of Nuvve, page 174

 9. Please
                                         discuss and quantify the deferred compensation arrangements mentioned on page F-21, including
                                         whether any amounts will be paid upon completion of the transactions discussed in this
                                         document.

RESPONSE: The amounts will become
due upon completion of the Business Combination, and will be paid on or after the closing date. The disclosure on page 182 of the
Amendment No. 1 has been revised as requested.

Shares
Eligible For Future Sale, page 177

 10. Please
                                         revise to discuss limitations on the use of Rule 144 as a result of Newborn Acquisition’s
                                         shell company status.

RESPONSE: The disclosure on page
186 of the Amendment No. 1 has been revised in accordance with the Staff’s comments.

    3

Exhibits

 11. Please
                                         ensure that each of the agreements described in your disclosure beginning on page 14
                                         are included as exhibits. We note, for example, it appears that the Earn-Out Escrow Agreement
                                         is not listed as an exhibit. Please also file as exhibits the employment agreements described
                                         on pages 168-169.

RESPONSE: A form of the
Earn-out Escrow Agreement, forms of the Employment Agreements with Gregory Poilasne and Ted Smith and a form of the
Stockholder Agreement with Toyota Tsusho Corporation will be filed as exhibits to a future amendment to the Registration
Statement. The Purchase and Option Agreement with EDF Renewables, Inc. is attached as an exhibit to the Amendment No. 1. The
Lock-Up Agreement and the Registration Rights Agreement are included as exhibits to the Merger Agreement attached as Annex
A.

General

 12. We
                                         note the disclosure regarding the PIPE investment. Please tell us how you determined
                                         it is appropriate to register NB Merger’s issuance of shares to the PIPE investors
                                         following the reincorporation.

RESPONSE:
The PIPE investors entered into definitive agreements to acquire Newborn securities in the PIPE, which will close immediately
prior to the close of the Business Combination. Since the PIPE investors will be purchasing Newborn securities immediately prior
to the Business Combination and have already made their investment decision with respect to the PIPE securities, and because all
of Newborn’s outstanding securities immediately prior to the closing of the Business Combination will be converted into
Company securities, the Company securities being issued to the PIPE investors are no different than the Company securities being
issued to any other Newborn security holders. Therefore they should be included in the Registration Statement.

 13. Please
                                         tell us why you are attempting to register the issuance of shares underlying the options
                                         you plan to assume in connection with the transactions. It is unclear why you do not
                                         intend to use Form S-8.

RESPONSE:
PubCo has registered shares of its common stock underlying the options in order to ensure that sufficient shares have been registered
for issuance in the Acquisition Merger in the event that the options are exercised prior to the closing of the Business Combination.
With respect to the shares of PubCo common stock issuable upon exercise of the options after the closing the Business Combination,
PubCo intends to register such issuances on Form S-8.

We
thank the Staff in advance for its review of the foregoing and the Registration Statement. If you have further comments, we ask
that you forward them by electronic mail to our counsel, Giovanni Caruso, Esq., at gcaruso@loeb.com or by telephone at (212) 407-4866.

    Very
    truly yours,

    /s/
    Wenhui Xiong

    Wenhui
        Xiong

        Chief
        Financial Officer

4

United States securities and exchange commission logo
January 15, 2021
Wenhui Xiong
Chairman and Chief Executive Officer
NB Merger Corp.
Room 801, Building C
SOHO Square, No. 88
Zhongshan East 2nd Road, Huangpu District
Shanghai, 200002, China
Re:NB Merger Corp.
Registration Statement on Form S-4
Filed December 21, 2020
File No. 333-251559
Dear Mr. Xiong:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4 filed December 21, 2020
Did Newborn's board of directors obtain a third-party valuation . . .?, page 2
1.While we note the disclosure regarding a lack of a fairness opinion, you also disclose that
Newborn's "financial advisor" will receive shares as a "success fee."  Please reconcile, and
revise to disclose the nature and scope of advice that advisor provided to Newborn.  See
also Item 4(b) to Form S-4.
Are Nuvve's stockholders required to approve the Acquisition Merger, page 4
2.Please revise to clarify whether the number of stockholders who entered into the support
agreements is sufficient to approve the merger.  If it is not, disclose the number and

 FirstName LastNameWenhui Xiong
 Comapany NameNB Merger Corp.
 January 15, 2021 Page 2
 FirstName LastName
Wenhui Xiong
NB Merger Corp.
January 15, 2021
Page 2
percentage of additional shares required to secure such approval.
Purchase and Option Agreement, page 15
3.If the person or entity that is the counterparty to this agreement is an affiliate of Nuvve, as
indicated by your disclosure on page 174, please revise to identify that person or entity.
Interests of Certain Persons in the Business Combination, page 77
4.We note the interests you describe relate only to affiliates of Newborn Acquisition.
Expand to discuss the interests of affiliates of Nuvve.
NBAC's interaction with Nuvve, page 79
5.Please revise to clarify how the nature and amount of consideration evolved as a result of
negotiations between the parties, including each proposal and counterproposal.  Currently,
it appears from your disclosure that only one proposal was made.  Provide similar
disclosure regarding the material terms of the merger agreement and other agreements
related to the transaction, such as the purchase and option agreement and the planned
PIPE transaction.
Recommendation of Newborn's Board of Directors, page 84
6.Please revise to disclose whether, and if so how, Newborn's board concluded that the
acquisition satisfied the 80% test referenced on page 2.
Material U.S. Federal Income Tax Consequences of the Business Combination, page 94
7.We note the numerous uncertain tax consequences and possible alternatives disclosed here
and in your summary and risk factors.  Please file the exhibit required by Item 601(b)(8)
of Regulation S-K.  Ensure the disclosure in this section names counsel and states clearly
that the disclosure represents its opinion.
Intellectual Property, page 118
8.Please revise to discuss the agreement with the University of Delaware mentioned on page
174 and its significance to your intellectual property portfolio and business.  Describe the
rights afforded to you under the agreement, such as whether you own or are merely
assigned the rights for a limited duration.  Also described the claims covered by the
intellectual property and file the agreement as an exhibit.
Certain Transactions of Nuvve, page 174
9.Please discuss and quantify the deferred compensation arrangements mentioned on page
F-21, including whether any amounts will be paid upon completion of the transactions
discussed in this document.

 FirstName LastNameWenhui Xiong
 Comapany NameNB Merger Corp.
 January 15, 2021 Page 3
 FirstName LastName
Wenhui Xiong
NB Merger Corp.
January 15, 2021
Page 3
Shares Eligible For Future Sale, page 177
10.Please revise to discuss limitations on the use of Rule 144 as a result of Newborn
Acquisition's shell company status.
Exhibits
11.Please ensure that each of the agreements described in your disclosure beginning on page
14 are included as exhibits.  We note, for example, it appears that the Earn-Out Escrow
Agreement is not listed as an exhibit.  Please also file as exhibits the employment
agreements described on pages 168-169.
General
12.We note the disclosure regarding the PIPE investment.  Please tell us how you determined
it is appropriate to register NB Merger's issuance of shares to the PIPE investors following
the reincorporation.
13.Please tell us why you are attempting to register the issuance of shares underlying the
options you plan to assume in connection with the transactions.  It is unclear why you do
not intend to use Form S-8.
            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.
            You may contact Charles Eastman at (202) 551-3794 or Andrew Blume at (202) 551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Giovanni Caruso