NVNI launches NuviniAI Prize while completing $3.5M private note

Rhea-AI Filing Summary

Nvni Group sold an unsecured promissory note with an aggregate principal amount of $4,200,000 for a subscription price of $3,500,000, creating immediate proceeds of $3.5 million. The note carries no stated interest, is a general unsecured obligation that ranks pari passu with other unsecured unsubordinated debt and matures on the earlier of November 10, 2025 or the closing of a defined Placement.

The company also announced the NuviniAI Prize, a national competition to accelerate AI innovation across Brazil’s B2B software ecosystem. The disclosures include the Securities Purchase Agreement, the form of the note and a press release as exhibits.

Positive

• $3.5 million in immediate cash proceeds from the sale of the Unsecured Note
• Public announcement of the NuviniAI Prize to accelerate AI innovation in Brazil’s B2B software ecosystem

Negative

• Unsecured Note issued at an implied discount of approximately 16.7% ($4.2M principal for $3.5M subscription price)
• Note is a general unsecured obligation with no stated interest and no collateral, ranking pari passu with other unsecured debt
• Short maturity: note matures on the earlier of November 10, 2025 or closing of a Placement, concentrating near-term repayment/refinancing risk
• Securities were issued in a private placement under Section 4(a)(2) and are not registered, limiting resale liquidity

Insights

Securities Analyst

TL;DR Private unsecured financing raised $3.5M at a material discount to principal, creating short-term funding but potential liquidity pressure.

The company issued an unsecured note with $4.2M principal for $3.5M cash proceeds, implying an effective discount of approximately 16.7%. The note bears no stated interest and ranks pari passu with other unsecured unsubordinated indebtedness, which means creditors do not have collateral priority. The note’s short maturity (earlier of a fixed date or closing of a Placement) concentrates repayment or refinancing risk into the near term. Disclosure of reliance on Section 4(a)(2) indicates a private placement, limiting transferability. Investors should treat this as a near-term funding measure with associated liquidity considerations.

Corporate Governance Expert

TL;DR Transaction is a private unsecured financing and a strategic PR initiative; governance disclosure appears routine but limited in detail.

The filing provides required exhibits (Securities Purchase Agreement, form of note, press release) and describes key economic terms: $4.2M principal, $3.5M subscription proceeds, no interest, pari passu ranking and a near-term maturity trigger. Reliance on a private placement exemption is typical for such financings but restricts resale. The separate announcement of the NuviniAI Prize signals strategic emphasis on AI initiatives in Brazil; however, the filing does not connect the financing explicitly to that program. From a governance perspective, the company has disclosed material agreements and exhibits but leaves several operational links and use-of-proceeds details unspecified.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41823

Nvni Group Limited

P.O. Box 10008, Willow House, Cricket Square

Grand Cayman, Cayman Islands KY1-1001

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐ 

Entry Into Material Definitive Agreement.

On August 12, 2025, Nvni Group Limited. (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional accredited investor (the “Purchaser”), 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”) due, subject to the terms therein, on the earlier of (i) November 10, 2025 and (ii) the date on which the closing of a Placement in which the Lead Investor is a participant occurs (as defined in the Unsecured Note). The Unsecured Note does not bear an interest rate and is a general unsecured obligation that ranks pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Unsecured Note was offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”). The Unsecured Note was not, and will not be, registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

The foregoing description above is only a summary of the material provisions of the Securities Purchase Agreement and the Unsecured Note and is qualified in their entirety by reference to the form of the Securities Purchase Agreement and the form of the Unsecured Note which are filed as Exhibits 10.1 and 10.2 to this current report on Form 6-K and is incorporated herein by reference thereto.

Press Release

On August 12, 2025, the Company issued a press release announcing the next phase of its strategic AI initiative with the launch of the NuviniAI Prize, a national competition designed to accelerate artificial intelligence (“AI”) innovation across Brazil’s B2B software ecosystem. A copy of the press release is filed as Exhibits 99.1 to this Current Report on Form 6-K.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement
10.2		Form of Note
99.1		Press Release, dated August 12, 2025

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NVNI GROUP LIMITED
Date: August 13, 2025	By:	/s/ Pierre Schurmann
	Name:	Pierre Schurmann
	Title:	Chief Executive Officer

3

FAQ

What financing did Nvni Group (NVNI) disclose in the Form 6-K?

The company sold an Unsecured Note with $4,200,000 principal for a subscription price of $3,500,000, offered in a private placement.

When does the Unsecured Note issued by NVNI become due?

The note is due on the earlier of November 10, 2025 or the date the closing of a defined Placement occurs.

Does the Unsecured Note issued by Nvni (NVNI) pay interest or have collateral?

No; the Unsecured Note does not bear an interest rate and is a general unsecured obligation ranking pari passu with other unsecured unsubordinated indebtedness.

Was the Unsecured Note registered with the Securities Act?

No; the Unsecured Note was offered in reliance on Section 4(a)(2) of the Securities Act and was not and will not be registered.

What strategic initiative did NVNI announce in the same filing?

The company issued a press release announcing the NuviniAI Prize, a national competition to accelerate AI innovation across Brazil’s B2B software ecosystem.