Nuvini Regains Full Compliance with Nasdaq

Rhea-AI Summary

Nuvini (Nasdaq: NVNI) confirmed it has regained full compliance with Nasdaq Listing Rule 5550(a)(2) after its ordinary shares closed above $1 for 10 consecutive business days from October 6–16, 2025, and Nasdaq closed the matter on October 20, 2025.

The company reiterated 2026 EBITDA targets of approximately R$50–R$60 million (ex-acquisitions), said the midpoint implies an EV/EBITDA below 4.5x at a market value near $45 million, and said signed LOIs in its pipeline could raise annualized run-rate EBITDA to R$85–95 million by end of Q1 2026. Management said long-term profitability goals will be announced in the coming weeks.

Positive

• Regained Nasdaq compliance on October 20, 2025
• 2026 EBITDA guidance of R$50–R$60 million
• Midpoint guidance implies EV/EBITDA below 4.5x
• Pipeline LOIs could lift run-rate to R$85–95 million by end Q1 2026

Negative

• Received Nasdaq delisting determination on October 14, 2025
• Bid price closed under $1 for 30 consecutive business days
• Ineligible for second 180-day cure due to equity requirement

Insights

Corporate Strategy Analyst

Nuvini cleared Nasdaq delisting risk and set near-term EBITDA targets, restoring listing stability and strategic optionality.

Regaining compliance with Nasdaq Listing Rule 5550(a)(2) ends an immediate suspension threat and preserves the company’s public listing status as of October 20, 2025. This outcome removes a binary liquidity and governance risk and keeps access to public equity capital and M&A currency intact.

Key dependencies include sustaining the >$1 bid price streak and executing on the disclosed operational targets: R$50 to R$60 million EBITDA for the twelve months ending December 31, 2025 (ex-acquisitions) and pipeline deals that could lift run-rate EBITDA to R$85–95 million by Q1 2026. Watch 10-day price continuity, announced acquisition closings, and the forthcoming long-term profitability targets over the next few weeks; these will determine whether compliance is durable.

Financial Performance Analyst

The combination of near-term EBITDA guidance and restored listing status materially reduces near-term downside and highlights valuation disconnect.

The company provided concrete EBITDA guidance of R$50–60 million for the trailing twelve months to December 31, 2025, excluding acquisitions, and noted a market value around $45 million. At the midpoint, management points to an implied EV/EBITDA below 4.5%, suggesting an earnings base that could materially re-rate if sustained and if acquisitions close.

Risks include meeting the stated EBITDA range without the pipeline acquisitions and proving integration economics if deals close. Monitor quarterly EBITDA delivery, any acquisition close dates, and the company’s forthcoming long-term profitability goals over the next several weeks for evidence the market can reprice the stock.

~ Confirms 2026 EBITDA Targets ~

~ Reaffirms Plan to Announce Long-Term Profitability and Value-Creation Goals in the Coming Weeks ~

NEW YORK, Oct. 20, 2025 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer and operator of vertical market SaaS businesses in Latin America, received a written delisting determination notice on October 14, 2025 from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had determined that the Company’s securities would be scheduled for delisting from the Nasdaq Capital Market and would be suspended at the opening of business on October 23, 2025, unless the Company requested an appeal of such determination by October 21, 2025. The delisting determination had been issued because the bid price of the Company’s ordinary shares had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”), and 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.

Subsequently, as of October 20, 2025, Nuvini has received written notice from the Nasdaq indicating that Nuvini has regained full compliance with the Rule 5550(a)(2) since the ordinary shares of the Company had closed above $1 per share over a 10 consecutive business days period beginning on October 6, 2025 and ending on October 16, 2025, and the matter is now closed.

Pierre Schurmann, Founder and Chief Executive Officer of Nuvini, stated, “We’re pleased to have received Nasdaq’s confirmation of full compliance, which reaffirms the strength of our position as a listed company. We’re building a durable and profitable SaaS platform across Latin America, following the same disciplined playbook proven by Constellation Software and Roper Technologies, one that enabled both to compound value for decades. Over the coming weeks, we look forward to sharing our long-term profitability and value-creation goals, which we believe will underscore Nuvini’s significant upside and compounding potential.”

Company Outlook

For the twelve months ending December 31, 2025, Nuvini expects to generate approximately R$50 to R$60 million of EBITDA, excluding the impact of acquisitions. At its current market value of roughly $45 million, the midpoint of guidance implies an EV/EBITDA multiple below 4.5x, underscoring the substantial disconnect between fundamentals and valuation.

Targets in the Company’s current acquisitions pipeline with signed letters of intent, if acquired, would contribute to an increase in the Company’s annualized run-rate EBITDA to approximately R$85–95 million by the end of Q1 2026. The Company expects to provide more color on its long-term profitability and value-creation goals in the following weeks.

For more information, visit https://nuvini.co/.

About Nuvini

Headquartered in São Paulo, Brazil, Nuvini is Latin America’s leading acquirer of business to business (B2B) software as a service (SaaS) companies. The Company focuses on acquiring profitable, high-growth SaaS businesses with strong recurring revenue and cash flow generation. By fostering an entrepreneurial environment, Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The company’s long-term vision is to buy, retain, and create value through strategic partnerships and operational expertise.

Forward-Looking Statements

Statements about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation: the Company’s ability to complete the potential acquisitions on the anticipated timeline or at all; general market conditions that could affect the consummation of the potential acquisition; if definitive documents with respect to a potential acquisition are executed, whether the parties will achieve any of the anticipated benefits of any such transactions; and other factors discussed in the “Risk Factors” section of the Company’s Ǫuarterly and Annual Reports filed with the Securities and Exchange Commission (“SEC”) and the risks described in other filings that the Company may make with the SEC. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. We caution you, therefore, against relying on any of these forward‐looking statements.

Nuvini Investor Relations Contact

Sofia Toledo
ir@nuvini.co

MZ North America
NVNI@mzgroup.us

FAQ

What triggered Nasdaq's delisting determination for Nuvini (NVNI) in October 2025?

Nasdaq issued a delisting determination after NVNI's ordinary shares closed below $1 for 30 consecutive business days, prompting a scheduled suspension unless cured.

When did Nuvini (NVNI) regain compliance with Nasdaq Rule 5550(a)(2)?

Nuvini regained compliance after its shares closed above $1 for 10 consecutive business days from October 6–16, 2025, with Nasdaq confirming closure on October 20, 2025.

What EBITDA does Nuvini (NVNI) expect for the twelve months ending December 31, 2025?

Nuvini expects approximately R$50–R$60 million of EBITDA for the twelve months ending December 31, 2025, excluding acquisitions.

How could Nuvini's pipeline affect EBITDA by Q1 2026 for NVNI?

Signed letters of intent in the pipeline, if acquired, would increase annualized run-rate EBITDA to about R$85–95 million by end of Q1 2026.

What does NVNI's current market value imply about valuation relative to EBITDA?

At a market value near $45 million, the company said the midpoint of guidance implies an EV/EBITDA below 4.5x.