Nuvini Group (NASDAQ: NVNI) restores Nasdaq MVLS compliance status

Rhea-AI Filing Summary

Nuvini Group Limited has regained compliance with Nasdaq’s minimum Market Value of Listed Securities requirement. Nasdaq notified the company on August 28, 2025 that its market value of listed securities has been at least $35 million for ten consecutive business days, from August 14 through August 27, 2025, satisfying Nasdaq Listing Rule 5550(b)(2) for continued listing on The Nasdaq Capital Market. The company had previously been notified on April 14, 2025 that it was below this threshold and was given until October 13, 2025 to regain compliance. With the new compliance notice, the company is again meeting Nasdaq’s listing standards, removing the prior deficiency status.

Insights

Equity & Listing Standards Analyst

Nuvini removes a Nasdaq listing deficiency by restoring its $35M MVLS.

Nuvini Group Limited has cleared a key compliance hurdle by regaining Nasdaq’s minimum Market Value of Listed Securities of $35 million under Listing Rule 5550(b)(2). Nasdaq confirmed that the company’s market value met or exceeded this threshold for ten consecutive business days from August 14–27, 2025, which satisfies the condition for continued listing on The Nasdaq Capital Market.

Earlier, Nasdaq had indicated that for the 30 business days from February 28 through April 11, 2025, Nuvini’s market value was below the required level, giving the company until October 13, 2025 to cure the deficiency. The new compliance notice means that deadline is no longer a concern and the company is now meeting Nasdaq’s listing requirements again.

For shareholders, this development removes the specific delisting risk tied to the MVLS deficiency. Future disclosures in company communications and reports may clarify whether the company continues to satisfy other ongoing Nasdaq criteria and how its market value evolves over time.

Form 6-K: How Foreign Companies Report to the SEC →

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 ☐

Nasdaq Notification Regarding regaining compliance with Minimum Market Value of Listed Securities

On August 28, 2025, Nuvini Group Limited (the “Company”)  received a notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has regained compliance with the requirement to maintain a minimum Market Value of Listed Securities (“MVLS”) of $35 million as set forth under Nasdaq Listing Rule 5550(b)(2) for continued listing on The Nasdaq Capital Market. The staff at Nasdaq determined that for the last ten consecutive business days, from August 14 through August 27, 2025, the Company’s MVLS has been $35 million or greater.

As previously announced by the Company, on April 14, 2025, the Company had received a letter from Nasdaq indicating that, based upon the Company’s MVLS for the 30 consecutive business day period from February 28, 2025 through April 11, 2025, the Company did not maintain the minimum MVLS required and that the Company was afforded a period of 180 calendar days, or until October 13, 2025, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C).

With the receipt of the Compliance Notice, the Company is now in compliance with The Nasdaq Capital Market’s listing requirements.

A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated August 28, 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 28, 2025	By:	/s/ Pierre Schurmann
	Name:	Pierre Schurmann
	Title:	Chief Executive Officer

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FAQ

What did Nuvini Group Limited (NVNI) announce in its latest Form 6-K?

The company reported that Nasdaq has notified it that Nuvini Group Limited has regained compliance with the minimum Market Value of Listed Securities requirement for continued listing on The Nasdaq Capital Market.

What Nasdaq listing requirement did Nuvini Group Limited (NVNI) regain?

Nuvini regained compliance with Nasdaq Listing Rule 5550(b)(2), which requires a minimum Market Value of Listed Securities of $35 million for companies listed on The Nasdaq Capital Market.

Over what period did Nuvini Group Limited meet Nasdaq’s $35 million MVLS threshold?

Nasdaq staff determined that for ten consecutive business days, from August 14 through August 27, 2025, Nuvini’s Market Value of Listed Securities was $35 million or greater.

Why was Nuvini Group Limited previously at risk of Nasdaq non-compliance?

On April 14, 2025, Nuvini received a letter from Nasdaq stating that, based on its Market Value of Listed Securities for the 30 consecutive business days from February 28 through April 11, 2025, it had fallen below the $35 million minimum required under Nasdaq Listing Rule 5550(b)(2).

What deadline had Nasdaq given Nuvini Group Limited to regain compliance?

Nasdaq had afforded Nuvini a 180-day grace period, until October 13, 2025, to regain compliance with the Market Value of Listed Securities requirement under Nasdaq Listing Rule 5810(c)(3)(C).

Is Nuvini Group Limited currently in compliance with Nasdaq Capital Market listing requirements?

Yes. With the receipt of Nasdaq’s Compliance Notice dated August 28, 2025, Nuvini states that it is now in compliance with The Nasdaq Capital Market’s listing requirements relating to the Market Value of Listed Securities.

Did Nuvini Group Limited issue a press release about regaining Nasdaq compliance?

Yes. The company furnished a press release as Exhibit 99.1 to the Form 6-K, identified as a Press Release dated August 28, 2025.