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.
Nuvini Group Limited reported that it has agreed with the founders of its previously acquired portfolio companies to extend the deadline to pay certain earnout obligations at a negotiated discounted amount. The payment deadline has been moved to April 30, 2026, giving the company additional time under the agreed restructuring terms.
The company explains that this extension aligns with its focus on a collaborative and disciplined approach to balance sheet optimization and efforts to strengthen its capital structure in support of its acquisition strategy. The founders’ acceptance of the extension is described as a sign of their belief in Nuvini’s long-term value.
Nvni Group Ltd director Wang Xinjie filed an initial statement of beneficial ownership on Form 3. This filing establishes Wang’s status as a director and subject to insider reporting rules. The data shown does not list any specific transactions or report any share purchases or sales.
Nvni Group Ltd director and CEO Pierre Schurmann filed an initial ownership report showing he directly holds 1,622,087 Ordinary Shares. This Form 3 does not reflect a new buy or sell transaction; it establishes his existing stake as a company insider.
Nvni Group Ltd director Busnello Luiz has filed an initial ownership report showing a sizable equity stake in the company. The Form 3 discloses direct beneficial ownership of 549,939 Ordinary Shares as of March 17, 2026. This filing records existing holdings and does not report any recent share purchases or sales.
Nvni Group Ltd executive Gustavo de Lima Usero, the Chief Operating Officer, reported ownership of 4,000 Ordinary Shares of the company. These shares are listed as held with direct ownership. The filing does not show any specific buy or sell transaction, only the reported holding level.
Nuvini Group Limited appointed Phoebe Wang as its first Chief Artificial Intelligence Officer, effective March 2, 2026. She moves from the Board of Directors to lead the company’s AI strategy, investments, and deployment across its portfolio, and has resigned her board seat while a replacement is considered.
The company also reiterated that Founder and CEO Pierre Schurmann previously agreed to invest $6 million of personal capital via a direct private placement. His vehicle, Xurmann Investments Ltd, is expected to acquire 1,500,000 ordinary shares at $4.00 per share and five-year warrants for 300,000 shares at $25.00 per share, but completion depends on securing financing and is not guaranteed.
Nvni Group Limited is amending a prior Form 6-K to restate its unaudited interim consolidated financial statements for the six months ended June 30, 2025, after identifying material errors in the accounting for the Smart NX deconsolidation and the Munddi acquisition.
On a restated basis, net operating revenue was R$98,176, but the Group recorded a net loss of R$57,307 and total comprehensive loss of R$64,794, leading to a shareholders’ deficit of R$100,005. Management states that recurring losses, a large working capital deficit, and covenant breaches on debentures raise substantial doubt about the Group’s ability to continue as a going concern, although covenant waivers were obtained.
During the period, Nvni deconsolidated Smart NX, recognizing a R$38.7 million expense in other operating expenses and a R$35.8 million non-cash write-off in operating cash flows, and completed the Munddi acquisition for total consideration of R$1,442. Subsequent events include Nasdaq compliance notices, an announced AI initiative, planned acquisitions, an approximate 34% reduction in earnout liabilities, and new financing and insider investment agreements.
Nvni Group Limited received a Schedule 13G from Ayrton Capital LLC, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, and Waqas Khatri reporting a sizable ownership position. The reporting persons beneficially own 1,114,498 ordinary shares, equal to 9.99% of the class.
The position consists of common stock issuable upon exercise of certain warrants and conversion of certain convertible notes held by the Alto fund. These securities are subject to a 9.99% beneficial ownership blocker, limiting how much of Nvni Group’s stock can be owned at any time.
Nuvini Group Limited reported that Chief Financial Officer Roberto Otero has resigned, citing personal reasons and interest in new professional opportunities. The company states his departure is not related to any disagreement over financial reporting, accounting practices, internal controls, operations, or policies.
Until a new CFO is appointed, Nuvini’s financial functions will be overseen jointly by Chief Executive Officer Pierre Schurmann and Chief Operating Officer Gustavo Usero. The company has begun a recruitment process to identify a new CFO while emphasizing continuity in its financial operations and focus on its strategic plan.
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.