Nuvve / DeFi: HYPE manager contract → strategy abandonment → termination-status gap.

Nuvve's July 2025 Asset Management Agreement with DeFi Technologies is a useful currentness and exit-economics case because the filed contract tied material termination mechanics to the HYPE strategy, while the company later disclosed that it had decided not to pursue that strategy and had never implemented it.

Original HYPE treasury mandate

Nuvve entered into the Asset Management Agreement with DeFi Technologies on July 20, 2025. The agreement contemplated at least $3 million of initial Account Assets and gave the manager discretionary authority over a long HYPE strategy, including purchases, sales, staking and selection of service providers, while title to the assets remained with the company.

The first-year fee is not a 1.5% annual fee

The fee schedule requires four separate first-year payments — on the 3-, 6-, 9- and 12-month anniversaries. Each installment is the greater of $150,000 or 1.50% of Account Assets. After the first year, the agreement moves to 0.50% of Account Assets per quarter.

The company also agreed to reimburse reasonable documented account expenses without markup. The filed agreement separately provides for reimbursement of up to $150,000 of specified legal fees if a qualifying subsequent financing occurs.

Company-side exit carries a separate formula

The agreement permits Nuvve to terminate without Cause on at least 30 days' written notice. In that scenario, the filed termination fee is the greater of five times the aggregate management fees paid — or, during the first year, to be paid — over the most recent one-year period or $1 million, in addition to accrued fees.

The contract also restricts Nuvve, after a no-cause termination and before the earlier of payment of the termination-related amounts or the tenth anniversary, from entering into an agreement that would replace DeFi Technologies for substantially similar investment strategies.

The contract separately defines HYPE-strategy abandonment as Client Cause

The agreement's definition of Client Cause includes “abandonment or deprioritization” of the HYPE Strategy. It also states that a withdrawal of more than 10% of Account Assets within the specified three-month measurement window would be viewed as such an event. If the asset manager terminates for this HYPE-strategy cause, the contract says the client also pays the Section 13(f) termination fee.

Four months later, Nuvve said it would no longer pursue HYPE

Nuvve's September 30, 2025 Form 10-Q, filed in November, says that after pursuing potential transactions and partnerships, the Board and management determined in November 2025 to no longer pursue a HYPE-based digital asset strategy. The same filing says Nuvve had not implemented the previously announced digital-asset strategy and held no cryptocurrency assets as of September 30 or the filing date.

That creates a direct currentness question: the business strategy described in the manager agreement was abandoned before the company reported any funded cryptocurrency position.

Later filings do not close the contract-status question

Nuvve's 2025 Form 10-K continued to list the DeFi Technologies Asset Management Agreement in the exhibit index. Its June 30, 2026 Form 10-Q still listed Hype Strategy LLC among the company's subsidiaries, but searchable text did not identify DeFi Technologies or re-state an active digital-asset strategy.

Those facts do not establish that the management agreement remained economically active. They also do not establish that it had been formally terminated. The public record reviewed for this case does not state whether DeFi invoked the HYPE-abandonment clause, whether Nuvve delivered a termination notice, or whether a termination fee was accrued, paid, waived or settled.

Why this case matters for a stress test

Nuvve / DeFi adds a distinct lifecycle pattern to the comparison set: 10-year manager agreement → unusual quarterly fee architecture → strategy never funded → Board abandons HYPE → contract contains strategy-abandonment cause language → later public contract status remains unresolved. That is precisely the kind of fact pattern where reading only the launch 8-K or only the latest balance sheet can produce the wrong answer.

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