Welcome to our dedicated page for Nvni Group SEC filings (Ticker: NVNI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nvni Group Limited (NVNI) SEC filings page provides access to the company’s disclosures as a foreign private issuer listed on the Nasdaq Capital Market. Nvni Group Limited files reports under the Securities Exchange Act of 1934, primarily on Form 20-F and Form 6-K, covering its activities as a holding company for Nuvini S.A. and its acquired B2B SaaS businesses.
Through its Form 6-K submissions, Nuvini reports material events and updates such as fiscal guidance, long-term operating targets, capital markets presentations, share consolidations, Nasdaq listing compliance developments and leadership changes. For example, the company has furnished press releases outlining FY2025 EBITDA guidance and business outlook, long-term margin and growth targets, and the release of a capital markets update webcast and transcript.
NVNI’s filings also detail financing arrangements. One Form 6-K describes a securities exchange agreement in which an existing unsecured note was exchanged for a new senior secured convertible note, along with a related securities purchase agreement for a new senior secured note. Associated documents include a registration rights agreement to register conversion shares, a security agreement to grant collateral to secured parties and a subsidiary guaranty by specified subsidiaries. These filings are relevant for investors analyzing Nuvini’s capital structure, debt obligations and potential equity dilution.
Other 6-Ks address corporate actions and listing status, including the completion of a one-for-ten share consolidation, the commencement of trading of post-consolidation ordinary shares under a new CUSIP number, and Nasdaq correspondence regarding minimum bid price deficiency and subsequent compliance. Appointment of key executives and directors, such as the Chief Financial Officer and an AI-focused board member, are also documented via 6-K exhibits.
On Stock Titan, NVNI filings are updated in near real time as they appear on EDGAR. AI-powered summaries help explain the significance of complex documents, from financing agreements and registration rights to guidance-related press releases, so users can quickly understand how each filing may affect Nuvini’s operations, governance, capital structure and acquisition strategy.
Nvni Group Limited received a notice from Nasdaq that it is not meeting the exchange’s requirement for a minimum market value of listed securities of $35 million. This test was failed over the 30 business days from December 12, 2025 through January 27, 2026.
The company has 180 calendar days, until July 27, 2026, to regain compliance by having its market value at or above $35 million for at least ten consecutive business days. If it does not regain compliance, its shares could be subject to delisting, although the company would be able to appeal.
During this compliance period, Nvni’s ordinary shares will continue to trade on Nasdaq under the symbol “NVNI”. The company plans to monitor its market value and evaluate options to regain compliance but cautions there is no assurance it will succeed.
Nvni Group Limited filed a 6-K describing an Omnibus Amendment to its existing senior notes with an institutional investor. The Company previously issued an unsecured note of
The Amendment, dated
Nvni Group Limited is registering up to 17,715,374 ordinary shares for resale by a selling shareholder, consisting of shares issuable upon conversion of two senior secured convertible notes. These include an Exchange Note with principal of US$5,662,000 and a SPA Note with principal of US$2,865,000, both convertible at a fixed or variable price based on the trading price of the ordinary shares, subject to a floor and anti-dilution adjustments.
The company’s ordinary shares outstanding were 10,032,710 as of December 26, 2025, and would be 27,748,084 after issuing all shares registered here. Nvni will not receive proceeds from sales by the selling shareholder; conversions are generally settled in shares, with redemptions beginning in February 2026 that may be satisfied in stock. Conversions are limited by a 9.99% beneficial ownership cap. Nvni is an early-stage SaaS acquirer with a history of operating losses, H1 2025 revenue of R$98.2 million and a net loss of R$57.3 million, and it reports as both an emerging growth company and a foreign private issuer on Nasdaq under the symbol “NVNI”.
Nvni Group Limited’s chief executive officer and board chair, Pierre Schurmann, has updated his reported ownership in the company’s ordinary shares. This Amendment No. 4 to his Schedule 13D corrects a prior error and now shows that he beneficially owns 1,622,087 ordinary shares, representing 16.16% of Nvni’s 10,032,710 ordinary shares outstanding as of December 26, 2025. The holdings include shares owned directly by Schurmann, shares held through Heru Investment Holdings Ltd., which he controls, and shares held by Coppi International Ltd. over which he has sole voting power under a power of attorney. The amendment explains that Heru Investment Holdings Ltd. acquired 32,000 ordinary shares on October 10, 2025, and that these shares were previously omitted from the reported beneficial ownership totals in Amendment No. 3; no new transactions are reported here.
Nvni Group Limited entered into new debt and security arrangements with an institutional investor. On December 11, 2025 it agreed to exchange an outstanding unsecured note with aggregate principal of $5,040,000 for a new Senior Secured Convertible Note with principal of $5,662,000, which can be converted into ordinary shares.
On the same date, the company sold a separate senior secured note with aggregate principal of $2,865,000 for a subscription price of $2,550,000, maturing on April 15, 2027 and carrying no interest. Related agreements provide for a registration statement for the resale of conversion shares within 45 days and require the company and key subsidiaries to enter by February 28, 2026 into a security agreement and subsidiary guaranty securing and guaranteeing obligations under the notes.
Nuvini Group Limited reported a board change, appointing Phoebe Wang to its Board of Directors, effective November 14, 2025. She is an Investment Partner on the Corporate Development team at a leading artificial intelligence technology company and serves as an advisor to Andrew Ng’s AI Fund.
Wang brings experience in AI, venture partnerships, and enterprise technology, including work with multiple Fortune 10 companies and global AI advisory organizations. She has also invested in and advised companies developing applied AI, machine learning, and automation technologies used across cloud and software platforms.
Nuvini Group Limited (NVNI) furnished a Form 6-K announcing the release of its capital markets update and an accompanying management transcript. The company provided access links to a webcast and the full transcript, and furnished a related press release as Exhibit 99.1.
The company stated that the materials in this report, the press release, and the transcript are furnished and shall not be deemed filed under the Exchange Act or incorporated by reference under the Securities Act.
Nuvini Group Limited furnished a Form 6-K announcing its long-term operating and profitability targets. The company, a global SaaS consolidator trading on Nasdaq as NVNI, attached a press release as Exhibit 99.1 that outlines these targets. This filing serves to inform investors of the company’s forward-looking operating framework via the furnished press release.
Nuvini Group Limited (Nasdaq: NVNI) appointed Roberto Otero as Chief Financial Officer, effective November 3, 2025. He succeeds Luiz Busnello, who will transition from CFO and remain on the board.
Otero brings more than two decades of experience in global capital markets and corporate finance. His background includes serving as a Director in Equity Research at Bank of America Merrill Lynch, CFO of Eurofarma’s International Operations overseeing 23 countries, and CFO of Arco Educação.
Nuvini Group Limited (NVNI) reported Nasdaq compliance and business updates. The company completed a share consolidation of one post-Consolidation ordinary share for every ten pre-Consolidation shares, effective at market open on October 6, 2025.
Following the consolidation, the closing bid price stayed at or above
Nuvini also furnished a press release outlining its fiscal year 2025 EBITDA guidance and key growth drivers, providing an updated business outlook.
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