Effecti Tecnologia WEB LTDA. (“Effecti”) October 30, 2020 100% Rio do Sul, SC, Brazil “My Effecti” platform allowing bidders to find, register, dispute and monitor notices issued through Brazilian federal, state and municipal electronic trading sessions.Simplest Software LTDA. (“Mercos”) June 30, 2021 (control assumed August 10, 2021) 57.91%¹ Joinville, SC, Brazil B2B e-commerce and sales-force automation platform for manufacturers, distributors and independent sales representatives.As of December 31, 2025, all installments were considered overdueOn May 8, 2025, the Company and Smart NX mutually agreed to terminate the acquisition agreement under which the Company held a controlling interest, retaining no investment in Smart NX.The derecognition of the subsidiary’s assets and liabilities resulted in a R$38.7 million expense recorded within other operating expenses in the consolidated statements of loss and comprehensive loss
for an aggregate purchase price of $80,700,000, subject to adjustment as set forth in the Share Purchase Agreement (the “Purchase Price”)The Purchase Price is payable in two equal installments: (i) 50% due on or prior to December 31, 2026, and (ii) 50% due on or prior to December 31, 2029, in each case together with simple interest accruing at a rate of 8% per annum on the unpaid balance, payable quarterly commencing March 31, 2027.“Enterprise Value” means US$158,250,000, being the agreed aggregate enterprise value of the Target Group.(d) Remaining Listed. The Buyer shall have maintained the status as a listed company on National Association of Securities Dealers Automated Quotations (“Nasdaq”) and the Buyer has not received any notice or inquiry from the U.S. Securities and Exchange Commission or Nasdaq regarding the Buyer’s qualification as a listed company.if the Closing shall not have occurred on or prior to the date that is six (6) months following the date of this AgreementThe call option shall be triggered by events including payment default, material breach, delisting from Nasdaq, change of control of NVNI, or insolvency proceedings.We currently do not have sufficient cash on hand to fund this obligation and will need to obtain financing through debt, equity or other capital-raising transactions.
the Buyers shall hold back $1,275,000 of the Subscription Amount (the “Holdback”), until the date on which the Company has filed with the Commission such financial statements, including pro forma financial statements, of the Company and its Subsidiaries disclosing the acquisition of MK Solutionsthe Seller is entitled to terminate the Offer Letter, cease the negotiations for the sale of MK Solutions and collect a termination fee of R$7.1 million from Nuvini.No amounts have been accrued for any potential losses under this matter, as we cannot reasonably estimate any potential loss.
the Company incurred a loss of R$106.9 million during the year ended December 31, 2025, and as of that date, it had a working capital deficiency of R$348.5 million, and shareholders’ equity deficiency of R$154.8 million. These conditions, along with other matters set forth in Note 2, raises substantial doubt about the Company’s ability to continue operating as a going concern.
FY2024（Grant Thornton）
the Company incurred a net loss of R$78.2 million, it had a working capital deficiency of R$348.3 million, and shareholders’ equity deficiency of R$120.5 million.
FY2022（Deloitte，对 Nuvini S.A.）
the Company had suffered recurring losses from operations and had a working capital deficiency of BRL 311,821 thousand at December 31, 2022 that raised substantial doubt about its ability to continue as a going concern.
收购尾款：付不起，可能转股
There is not enough liquidity to cover the amount of payable earnouts due in the next 12 months, and Nuvini will require funding through debt or equity.The first and second installments are payable in cash, while the third installment, adjusted for penalties and interest, will be payable in Nvni Group Limited ordinary shares.The Company made a partial cash payment of R$2.1 million and settled R$9.3 million in shares during the year ended December 31, 2025
2025-12 折价重组与 2026-03 延期
renegotiated certain earnout contingent liabilities with founders of previously acquired portfolio companies, resulting in an approximately 34% reduction of such liabilities, representing savings of more than $18 million. The restructuring is valid for a 90-day period, during which the Company intends to finalize a private credit financing.reached an agreement with the founders of its previously acquired portfolio companies to extend to April 30, 2026, the deadline to pay the earnout obligations due to such founders at the negotiated discounted amount.As of December 31, 2025, the Company has not reached a settlement on any renegotiated terms or amendments.
债券还清（2026-07-07 新闻稿）
has repaid in full the principal amount of its R$61.0 million non-convertible debentures issued in 2021, at the facility’s scheduled maturity.
The Company has not yet authorized Deloitte to respond to inquiries of Grant Thornton concerning these material weaknesses.the Company identified that the auditor´s report from Deloitte Touche Tohmatsu Auditores Independentes Ltda. related to the consolidated financial statements for the years ended December 31, 2022 and 2021 was inadvertently omitted from the Original Filing, which is now being included in this Amendment;the Company identified that Exhibit 14.2 from the Original Filing (the “Prior Exhibit 14.2”) has been included by mistake and hereby is replaced in its entirety with a new Exhibit 14.2.Based on this evaluation, management concluded that our internal controls over financial reporting were not effective as of December 31, 2025.Ineffective information technology (“IT”) general controls for information systems that are relevant to the preparation of the consolidated financial statements
for the purpose of correcting errors in the unaudited interim consolidated financial statements and the notes to the unaudited interim consolidated financial statements relating to the accounting for the Smart NX deconsolidation and the Munddi acquisition.
There are also 23,050,000 New Nuvini Warrants outstanding, each exercisable at $11.50 per one New Nuvini Ordinary Share.Mercato stockholders exercised their redemption rights in respect of 4,204,655 shares of Mercato Class A Common Stock.an aggregate of 1,280,000 shares of Mercato Class A common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $12.8 million.In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 New Nuvini Ordinary Shares per whole warrant.the number of New Nuvini Ordinary Shares issuable on exercise of each warrant will be decreased in proportion to such decrease in issued and outstanding New Nuvini Ordinary Shares.For the avoidance of doubt, no Lock-up Shares shall be subject to Lock-up from and after the date that is 12 months after the Closing Date;As of December 31, 2025, the issuer had 10,032,710 ordinary shares and 21,011,316 warrants to purchase ordinary shares outstanding.
On January 11, 2024, Nvni Group Limited (the “Company”) completed the issuance and sale in a private placement of a total of 662,941 ordinary shares of the Company for gross proceeds of approximately $1,127,000 or $1.70 per share (the “Per Share Purchase Price”)The Put Options automatically terminate on the earlier of (i) the second-year anniversary of the closing of the private placement and (ii) the first date on which the closing sale price of the Company’s ordinary shares as reported by Nasdaq equals or exceeds $5.00 for twenty (20) trading days (whether or not consecutive) during any period of thirty (30) consecutive trading days.The Coppi Power of Attorney was entered into to allow Pierre Schurmann to retain a majority of the voting power of the Company’s outstanding common stock, after taking into account the issuance and sale of ordinary shares to Investors pursuant to the Subscription Agreements.The Put Options automatically terminate on the second-year anniversary of the closing of the private placement.These investors committed to subscribing for and purchasing a total of 1,358,824 shares at a conversion price of US$1.700, in exchange for an investment of US$2,310,000.The Ryan Original Agreement provided Ryan a right to require the Company to purchase all or any portion of the ordinary shares, par value $0.00001 per ordinary share, of the Company purchased pursuant to the Ryan Original Agreement, or 100,000 ordinary shares, at a purchase price per ordinary share equal to $2.04.
直接含义：回售权让投资人在股价跌破 $2.04（当时口径）时可以把股票卖回给公司；2025 年 2 月以后股价一直在 $0.2–$1.6 之间，回售权处于价内。除了 Davis 两人改成发股（#13），其余投资人是否行使、公司付没付现金，原件没有披露。
On October 30, 2024, all amounts payable under these loans, amounting to R$10.7 million, were converted into 1,629,180 Nuvini Holding Limited shares.entered into a Convertible Promissory Note Purchase Agreement (the “Note Purchase Agreement”) with Heru Investment Holdings Ltd., an entity controlled by the Company's Chief Executive Officer, and other investors (collectively, the “Investor”), for the purchase of convertible promissory notes (the “Convertible Notes”) in the principal amount of at least $2,900,000 and up to $5,000,000.“Conversion Price” shall mean US$1.1 per Share.As of December 31, 2025, the deal is considered unlikely to close.On November 1, 2024, the Company completed the issuance and sale in a private placement of a total of 766,957 ordinary shares of the Company for gross proceeds of approximately $580,824, or $0.75 per share (the “Per Share Purchase Price”)These investors agreed to subscribe to and purchase 1,213,714 ordinary shares, at a conversion price of US$0.7573, in exchange for an investment of US$919,158.
WHEREAS, Alta contends that it currently holds 2,088,674 warrants (“Nvni Warrants”) exercisable to acquire Nvni ordinary sharesthe Company and the Holder desire to cancel and retire 1,788,674 of Holder’s Existing Warrants in exchange for 894,337 Ordinary Shares (collectively, the “Exchange Shares”)the Exchange Shares will be issued by the Company to the Holder without any restrictive legends.Pursuant to the Settlement Agreement, Alta agreed to exercise 250,000 warrants on a cash basis.
“Per Share Purchase Price” means $3.26, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.
A 系列
In such event, the aggregate number of Warrant Shares issuable in such alternative cashless exercise pursuant to any given exercise electing to effect an alternative cashless exercise shall equal the product of (i) the aggregate number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise, multiplied by (ii) two (2).“Reset Price” means the greater of (i) 80% of the lowest daily VWAP during the Reset Period and (ii) the Floor Price“Floor Price” means $0.652, (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Issuance Date).
B 系列
b) Exercise Price. The exercise price per Ordinary Share under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).“Reset Share Amount” means the number of Ordinary Shares equal to the number (if positive) obtained by subtracting (I) the number of Ordinary Shares purchased by the Holder on the Closing Date pursuant to the Purchase Agreement (as adjusted for share splits, dividends, recapitalizations, reorganizations, reclassification, combinations, reverse share splits or other similar events occurring after the Subscription Date) from (II) the quotient determined by dividing (x) the aggregate purchase price paid by the Holder on the Closing Date by (y) the applicable Reset Price determined as of the Reset Date.The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant.
费用、锁定、登记违约金
the Company shall pay to the Placement Agent a cash fee (the “Cash Fee”) equal to 6.0% of the aggregate purchase price paid by the Investors in respect of the Securities at the Closing.the undersigned agrees that, commencing on the date hereof and ending on the date that is ninety (90) days from the Effective Date (the “Lock-Up Period”)Nasdaq Listing Rule 5635 is not, and shall not, be applicable to the transactions contemplated by this Agreement and the other Transaction Documents.
The Ordinary Shares included in this prospectus consist of (i) 3,680,982 Ordinary Shares issued to the Selling Stockholders in a private transaction on January 2, 2025 (the “Private Placement”), (ii) 36,809,820 Ordinary Shares issuable upon exercise of the Series A ordinary warrantsUnder the terms of the Series A Warrant, a cash exercise is capped at 18,404,908 shares, which results in proceeds of $12 million at a floor price of $0.6520.Ordinary Shares Outstanding Prior to Offering 38,234,053 Ordinary Shares
Pierre Schurmann, Chief Executive Officer of the Company, was issued 350,000 Class FF Shares for a total subscription price of US$3.50. Luiz Busnello, Chief Financial Officer of the Company, was issued 150,000 Class FF Shares for a total subscription price of US$1.50.No Class FF Share shall entitle the Member holding such Share the right to receive a dividend in respect of such Class FF Share.On June 27, 2025, the Issuer issued a total of 5,906,976 Ordinary Shares to various individuals, including members of the Issuer's board of directors, in connection with the conversion of accrued advisory and service compensation into equity. The shares were issued at a conversion price of US$0.43 per share, based on a calculation date of May 7, 2025.As part of this transaction, the Reporting Person received 4,029,070 Ordinary Shares in satisfaction of $ 1,732,500.00 in advisory compensation owed to him by the Issuer.provided, however, that the Company shall have the option, at its sole discretion, to issue shares of Ordinary Shares in lieu of making a Cash Payment, of which the cost basis of each share shall equal Thirty Cents ($0.30), provided that the aggregate value of the shares of Ordinary Shares issuable to Investor in lieu of making any Cash Payment shall not exceed Two Hundred Four Thousand Dollars ($204,000).
pursuant to which the Company sold to the Purchaser an unsecured note in an aggregate principal amount of $4,200,000 for a subscription price of $3,500,000 (the “Unsecured Note”)Mr. Pierre Schurmann (“Schurmann”) shall at all times prior to the Maturity Date remain as Chief Executive Officer of the Company;3.1 Number of Shares. Subject to adjustment as provided in Section 3.2, the maximum number of Shares available for issuance under the Plan shall be 5,000,000 Shares.each Participant agrees to invest seventy-five percent (75%) of their after-tax Annual Incentive Bonus in Company Shares.Pursuant to the Investment Agreement, Xurmann Investments Ltd, an investment vehicle wholly owned by Mr. Schurmann, will acquire 1,500,000 ordinary shares at $4.00 per share, along with five-year warrants to purchase 300,000 additional shares at an exercise price of $25.00 per share.Mr. Schurmann is currently working to obtain the financing to conclude his investment. While the process has taken longer than initially anticipated, the parties continue to work diligently toward its completion.As of December 31, 2025, this investment has not been made.
Pursuant to the Securities Exchange Agreement, the Company and the Holder agreed to exchange the Existing Note for a new Senior Secured Convertible Note, with an aggregate principal amount of $5,662,000 (the “Exchange Note”)This Note was issued with an original issue discount of $315,000.issue to the Investor an aggregate of 702,290 ordinary shares of the Company to be held in escrow as pre-delivery shares (the “Pre-Delivery Shares”), to be applied, on a share-for-share basis, against future ordinary share delivery obligations of the Company under the Notes
Leadlovers— As of December 31, 2025, the deferred and contingent consideration amounts to R$62.3 million, consisting of three installments payable in cash and Nvni Group Limited ordinary shares.Datahub— As of December 31, 2025, the deferred and contingent consideration amounts to R$27.9 million, payable in cash and Nvni Group Limited ordinary shares.There is a possibility of extending the deferred and contingent consideration on acquisition or converting the deferred and contingent consideration on acquisition to equityThat plan is anchored in the capital restructuring already underway, including the conversion of portfolio-company earn-out and convertible obligations into equity at a fixed price, which the Company expects to result in positive pro forma consolidated shareholders’ equity in excess of the required minimumAmiens has elected to accelerate the Notes and declare immediately due and payable in cash $12,102,225.02 as the aggregate Event of Default Redemption Amount under the Notes
“Conversion Price” means a price equal to the lower of (but not lower than the prevailing Floor Price): (1) the Fixed Price then in effect and (2) 92% of the lowest daily VWAP during the seven (7) consecutive Trading Days ending on and including the applicable date of determination.“Floor Price” means 20% of the “Minimum Price” (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) on the date of the Exchange Agreement, which is initially $0.722 (subject to adjustment for stock splits, Stock Dividends or stock combinations); provided, however, beginning on the date that is the six (6) month anniversary of the Original Issue Date and on the same day of every six (6) months thereafter (each, a “Floor Price Reset Date”), the Floor Price shall adjust (downwards only) to 20% of the “Minimum Price”this Note shall become, at the Required Holder’s election, immediately due and payable in cash equal to (i) the Outstanding Value of this Note to be redeemed multiplied by (ii) 120% (the “Event of Default Redemption Amount”)“Alternate Conversion Price” means a price equal to the lesser of (x) the Conversion Price on the applicable Alternate Conversion Date and the (y) the Conversion Price on the date that is one Trading Day prior to the occurrence of the applicable Event of Default, but, in each case, disregarding the Floor Price.The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon conversion of this Note.(o) the daily dollar trading volume for the Ordinary Shares during market hours on the principal Trading Market equals or exceeds $125,000 per Trading Day (p) the daily VWAP for the Ordinary Shares is at least $1.25such aggregate number of Conversion Shares to be held in escrow (the “Pre-Delivery Shares”) equal to 7.00% of the Company’s issued and outstanding Ordinary Shares (the “Initial Pre-Delivery Share Amount”).All Pre-Delivery Shares shall be Freely Tradeable and issued free of restrictive legends.the “Forbearance Termination Date” means the first to occur of (i) June 30th, 2026, and (ii) the occurrence of any Event of Default (other than the Existing Defaults).as to the June, July, and August, 2026, Monthly Redemptions, $2,000,000 for each such Monthly Redemption, and (iv) as to the September, 2026, Monthly Redemption, the remaining Outstanding Value
This prospectus relates to the resale, from time to time, of up to an aggregate of 17,715,374 ordinary shares of the Company, US$0.0001 par value per share (“Ordinary Shares”), by the selling shareholder named elsewhere in this prospectus (“Selling Shareholder”).The number of Ordinary Shares issuable upon conversion of the Notes will vary based on the applicable conversion price in effect at the time of conversion, and such number may be substantially greater than the number of Ordinary Shares registered hereby.Ayrton Capital LLC, the investment manager to Amiens Technology Investments LLC, has discretionary authority to vote and dispose of the shares held by Amiens Technology Investments LLC and may be deemed to be the beneficial owner of these shares.“Registrable Securities” means, as of any date of determination, the sum of (i) 150% of the maximum number of Conversion Shares issuable upon conversion of the Notes
The complaint alleges, among other things, that the Company failed to make certain required principal and interest payments under the applicable notes, including a $5.662 million exchange note and a $2.865 million note issued in December 2025.The Acceleration Notice provides that, pursuant to section 8(b)(1) of each Note, Amiens has elected to accelerate the Notes and declare immediately due and payable in cash $12,102,225.02 as the aggregate Event of Default Redemption Amount under the Notes, plus default interest accruing at a rate of 18% per annum, together with fees, indemnities and costs of collection.The Company continues to evaluate its legal and strategic alternatives in connection with the matters raised in the complaint and its broader corporate and capital restructuring initiatives.
By Special Resolution that the Company shall effectuate a reverse share split of: (i) the authorized and issued and outstanding shares; and (ii) the authorized and unissued shares, in the capital of the Company, par value US$0.00001 per share, in a ratio of any whole number in the range of 2-to-1 up to 250-to-1 with such ratio to be determined in the discretion of the Board of Directors of the Companythe following special resolution of the shareholders of the Company was passed effective on 18 September 2025:“that the Company consolidates at a ratio of 10 to 1 the Company’s Ordinary Shares (the “Reverse Share Split”) meaning the authorised share capital of the Company is amended from US$5,005 divided into 500,000,000 Ordinary Shares of a par value of US$0.00001 each and 500,000 Class FF Shares by the creation of 500,000 Class FF Shares of a par value of US$0.00001 each to US$5,005 divided into 50,000,000 Ordinary Shares of a par value of US$0.0001 each and 500,000 Class FF shares of a par value of US$0.00001 each.”The authorized share capital of the Company is US$5,005, divided into 50,000,000 Ordinary Shares of a par value of US$0.0001 each and 500,000 Class FF Shares of a par value of US$0.00001 eachThe reverse split will reduce the number of outstanding shares from 100,326,678 to approximately 10,032,668 shares.As of the date hereof, the Company is authorized to issue 500,000,000 Ordinary Shares, par value of US$0.00001 each and 500,000 of Class FF shares.
(iv) Excessive Reverse Stock Splits Notwithstanding the foregoing, if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.
the company is not eligible for a second 180-day period to regain compliance because it does not comply with the minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market.
Every Member holding a Class FF Share present in person, and every person representing a Member holidng Class FF Shares by proxy, at a general meeting of the Company shall have one thousand votes for each Class FF Share registered in such Member’s name in the Register of Members.The Class FF Shares shall carry no right to receive a distribution on a winding up of the Company or otherwise.Our founders hold super-voting Class FF shares representing approximately 99.5% of the total voting power of our outstanding share capital, and their interests may diverge from those of other shareholders.They have the ability to determine the outcome of all matters submitted to a shareholder vote, including the election of directors, amendments to our constitutional documents, and approvals of significant transactions, regardless of the views of other shareholders.The reporting person intends to acquire 350,000 Class FF Shares of the Issuer in order to increase his voting power.We have also elected to rely on the exemption from Nasdaq Listing Rule 5635 which generally provides that shareholder approval is required of U.S. domestic companies listed on Nasdaq prior to issuance (or potential issuance) of securitiesAs of the date of this Amendment to the Initial Schedule 13D, the Reporting Person beneficially owns 1,622,087Ordinary Shares of the Issuer, which represents 16.16% of the Issuer's Ordinary Shares, based on 10,032,710 outstanding Ordinary Shares as of December 26, 2025.
On May 15, 2025, Pierre Schurmann, the Chief Executive Officer of the Issuer, acquired 80,000 shares of the Issuer's Ordinary Shares, par value $0.00001 per share, at a purchase price of $0.44 per share.On October 10, 2025, Heru Investment Holdings Ltd. acquired 32,000 ordinary shares of the Company.
Form 3 的时间：外国私人发行人内部人没有 Section 16 申报义务，NVNI 内部人 2026-03-17 才第一次集中交 Form 3（Schurmann、Busnello、Usero、Wang），9/14 又补交 Leone 与 Caramaschi；全部没有 Form 4。
展开：人事申报之间对不上的地方（原句）
On November 18, 2025, one member of the audit committee resigned from the Company’s board of directors, resulting in a temporary vacancy on the audit committee./s/ Marco Aurelio Leone Fernandes Director January 26, 2026Mr. Leone previously served as a director of the Company and currently serves as a Board Advisorgranted a cure period until November 18, 2025.Ms. Wang has stepped down from the Board of Directors, effective March 2, 2026.Chief of Operations and StrategyAppointment effective July 20th, 2026, completing the CFO search opened in February 2026
On July 28, 2026, the Company received a delisting determination letter (the “Letter”) from the Staff advising the Company that the Staff had determined that the Company did not regain compliance with the MVLS Requirement by the Compliance Date because the Company’s MVLS did not close at or above $35 million for a minimum of 10 consecutive business days prior to the Compliance Date.A hearing request will stay the suspension of the Company’s securities and the filing of a Form 25-NSE pending the Panel’s decision.At the hearing, the Company intends to present its plan to regain compliance under Listing Rule 5550(b)(1), which requires minimum stockholders’ equity of US$2,500,000.The Company achieved compliance by maintaining an MVLS of $35 million or more for ten consecutive trading days, as calculated by multiplying the total shares outstanding by the closing bid price.
媒体报道先于申报：巴西媒体 IT Forum 2026-07-22 报道 Caramaschi 出任首席战略官；英文通讯社与 6-K 都没有，直到 9/14 的 Form 3 才出现「运营与战略负责人」。
展开：两份新闻稿与申报对不上的原句
2024-11-06 通讯社稿（未上 6-K）：「成功完成最新一轮融资，由股权和可转换票据组成……可转换票据的转股价为每股 $1.10。」（原文：is pleased to announce the successful close of its latest financing round, consisting of a combination of equity and convertible notes.）对照 FY2025 年报：
As of December 31, 2025, the deal is considered unlikely to close.
2025-12-23 两个版本：6-K 附件：
resulting in an approximately 34% reduction of such liabilities, representing savings of more than $18 million.
通讯社版（本地全文 pr/claude_2026-09-17/2025-12-23_earnout-restructuring_wire-version-36pct.md）：「resulting in a 36% reduction in these obligations」。