Nvni Group Limited's SEC filings document a foreign private issuer that owns and operates acquired B2B SaaS businesses through Nuvini S.A. and related portfolio companies. Form 6-K reports cover material events, amendments to senior secured convertible and secured notes, ordinary-share delivery obligations, earnout arrangements, and other capital-structure matters tied to its acquisition model.
The filings also disclose interim consolidated financial statements and restatements, including accounting for the Smart NX deconsolidation and the Munddi acquisition. Governance and corporate-status disclosures cover financial leadership changes, shareholder voting matters, Nasdaq continued-listing notices, material agreements, operating results, and Cayman Islands issuer status.
Nvni Group Ltd (NVNI) said the Nasdaq Hearings Panel denied its request to continue listing. Nasdaq will delist the company’s shares, and trading in its securities is scheduled to be suspended at the open on October 9, 2026.
The decision followed Nvni Group Limited’s failure to regain compliance with the Minimum Market Value Rule, which requires the market value of its primary listed securities to exceed $35 million. The company may request Council review within 15 days after the Panel’s decision; the Council may also initiate review within 45 calendar days after the written decision is issued.
Nvni Group Ltd (NVNI) reported first-half 2026 results showing stronger operations but a highly stressed balance sheet. Net operating revenue was R$97.4 million, essentially flat year over year, while gross profit rose to R$66.3 million and gross margin expanded to 68.1%. General and administrative expenses fell 24.6% to R$31.6 million and total personnel costs decreased 18.2%, driving operating income of R$19.6 million versus a loss in 2025. Adjusted EBITDA reached R$28.0 million and net cash from operating activities was R$15.1 million.
The company still recorded a net loss of R$14.0 million (R$1.63 per share), but this was a 75.6% improvement from the prior-year period. At June 30 2026, Nvni reported cash and cash equivalents of R$9.8 million, deferred and contingent acquisition consideration of R$293.8 million, investor loans of R$62.0 million, a shareholders’ deficit of R$176.3 million, and a working capital deficit of R$363.6 million. Management concluded that these conditions raise substantial doubt about the company’s ability to continue as a going concern. Subsequent events included repayment of R$2.8 million of debentures at maturity, a pending Nasdaq delisting process related to not meeting the Market Value of Listed Securities requirement, and ongoing litigation and acceleration notices related to certain notes held by Amiens Technology Investments LLC.
Nvni Group Ltd (NVNI) reported the initial beneficial ownership of officer Seixlack Caramaschi Alexandre Augusto, who serves as Chief of Operations and Strategy. The filing lists a holding entry for Ordinary Shares as of July 15, 2026, showing 0 shares owned directly after the reported position.
Nvni Group Ltd (NVNI) reported the initial holdings of director Leone Fernandes Marco Aurelio on a Form 3. The director is shown as directly owning 6,977 Ordinary Shares of Nvni Group Ltd as of July 27, 2026, with no buy or sell transactions reported in this filing.
Nuvini Group Limited reports receiving a Nasdaq staff determination letter on July 28, 2026 after failing to meet the US$35,000,000 minimum Market Value of Listed Securities required for Nasdaq Capital Market listing by the July 27, 2026 compliance deadline.
Absent appeal, trading in its ordinary shares would be suspended on August 6, 2026 and a Form 25-NSE would be filed to remove the securities from Nasdaq. Nuvini has requested a hearing before a Nasdaq Hearings Panel, which stays any suspension and delisting action while the Panel reviews the case, and the shares continue to trade under the symbol NVNI.
The company plans to seek compliance under Nasdaq Listing Rule 5550(b)(1), which requires minimum stockholders’ equity of US$2,500,000. Management states this plan is based on a capital restructuring already underway, including converting certain earn-out and convertible obligations into equity to achieve positive pro forma shareholders’ equity, but there is no assurance the Panel will grant continued listing.
Nuvini Group Limited appointed Marco Aurélio Leone Fernandes to its Board of Directors as an independent director, effective July 27, 2026. He previously served as a director and currently as a Board Advisor, bringing more than 25 years of information technology experience in Brazil and Latin America, including senior leadership roles at Micro Focus International PLC and CA Technologies.
On July 28, 2026, the company received a Nasdaq Listing Qualification letter stating it was not in compliance with Nasdaq Listing Rule 5605, which requires the audit committee to have a minimum of three independent directors and granted a cure period until November 18, 2025. With Mr. Leone’s election as an independent director, the company has regained compliance with Nasdaq Listing Rule 5605.
Nuvini Group Limited appointed Rodrigo Natale as Chief Financial Officer in July 2026, completing a CFO search that began in February 2026 and adding dedicated senior financial oversight and governance to its leadership team.
The São Paulo-based serial acquirer of profitable B2B SaaS companies operates a portfolio of seven businesses serving more than 22,400 customers. For fiscal year 2024, it reported R$193 million in net revenue, with 62.1% gross margins and 26.4% EBITDA margins, reflecting a focus on acquiring profitable SaaS businesses with recurring revenue and cash flow generation that aligns with Natale’s background in corporate finance, investor relations, and IFRS-based reporting.
Nuvini Group Limited has strengthened its balance sheet by fully repaying the principal of its R$61.0 million non-convertible debenture facility at scheduled maturity. This caps a multi-year deleveraging, with outstanding principal reduced from R$61.0 million at year-end 2022 to R$8.0 million in 2025 before final repayment.
As of December 31, 2025, Nuvini reported a debt service coverage ratio of 5.1x versus the facility’s 4.0x covenant threshold, indicating comfortable coverage ahead of redemption. Repayment eliminates the facility’s leverage, EBITDA margin, and debt service coverage covenants and releases liens over related assets, which management says increases flexibility to pursue its acquisition strategy across Latin America.
Nuvini Group Limited filed a report highlighting the launch of the second Nuvini AI Prize, an internal competition aimed at making artificial intelligence a core tool for every employee across its portfolio of B2B software companies.
The program invites all staff, both technical and non-technical, to build real, in-production AI solutions that improve productivity, reduce costs, and enhance customer experience. Registration runs from June 23 to July 16, 2026, and Nuvini’s leadership emphasizes a long-term goal of 100% AI adoption among employees, treating AI as basic infrastructure similar to email.