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 January 2026
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
Omnibus Amendment to Note and Exchange Note
As previously disclosed, on August 12, 2025, Nvni
Group Limited. (the “Company”), entered into a securities purchase agreement (the “August 2025 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 “Existing 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 Existing Note). The Existing Note did not bear an interest rate and was a
general unsecured obligation that ranked pari passu with all outstanding and future unsecured unsubordinated indebtedness
issued by the Company.
On December 11, 2025, the Company entered into
a Securities Exchange Agreement (the “Securities Exchange Agreement”) with the holder (the “Holder”)
of the Existing Note in the aggregate outstanding principal amount of $5,040,000. Pursuant to the Securities Exchange Agreement, the Company
and the Holder agreed to exchange the Existing Note for a new Senior Secured Convertible Note, with an aggregate principal amount of $5,662,000
(the “Exchange Note”), convertible into ordinary shares, par value $0.00001 per share (the “Conversion Shares”).
On December 11, 2025, the Company entered into
a securities purchase agreement (the “Securities Purchase Agreement”) with the Purchaser, pursuant to which the Company
sold to the Purchaser a senior secured note in an aggregate principal amount of $2,865,000 for a subscription price of $2,550,000 (the
“Note”) due, on April 15, 2027. The Note does not bear an interest rate and is a secured obligation, secured by collateral
pursuant to security documents, that ranks pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by
the Company.
On January 28, 2026, pursuant to Section
9(e) of the Note and the Exchange Note, the Company entered into an Omnibus Amendment (the “Amendment”) with the
Required Holders (as defined in the August 2025 Purchase Agreement and the Securities Purchase Agreement). Pursuant to the
Amendment, the parties agreed to amend the Note and the Exchange Note in order to (i) amend and restate the Monthly Redemption Date
(as defined in the Note and the Exchange Note), to February 9, 2026, and then the first Business Day of each calendar month
thereafter, and terminating upon the full redemption of the Note or Exchange Note, as applicable and (ii) include Schedule 1,
Schedule 2 and Schedule 3 referred to in Section 7(a)(vii) of the Note and Section 7(a)(vii) of the Exchange Note.
The foregoing
summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement,
which is attached hereto as Exhibit 10.1 to this Current Report on Form 6-K and is hereby incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. |
|
Exhibit |
| 10.1 |
|
Omnibus Amendment, dated January 28, 2026 |
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: January 29, 2026 |
By: |
/s/ Pierre Schurmann |
| |
Name: |
Pierre Schurmann |
| |
Title: |
Chief Executive Officer |
3
Exhibit 10.1
OMNIBUS
Amendment
This Omnibus Amendment (this
“Amendment”), dated as of January 28, 2026, is by and between Nvni Group Limited (the “Company”), and the
investor listed on the signature page attached hereto (the “Investor”).
WITNESSETH
Whereas,
the Company and the Investor are party to that certain Securities Purchase Agreement, dated as of August 12, 2025 (the “August
2025 Purchase Agreement”), pursuant to which the Company issued to the Investor an unsecured note in an aggregate principal
amount of $4,200,000 (the “Existing Note”);
WHEREAS, the Company and the
Investor are party to that certain Securities Exchange Agreement, dated as of December 11, 2025 (the “Exchange Agreement”),
pursuant to which the Company and the Investor agreed to exchange the Existing Note for a new Senior Secured Convertible Note, with an
aggregate principal amount of $5,662,000 (the “Exchange Note”);
WHEREAS, the Company and the
Investor are party to that certain Securities Purchase Agreement, dated as of December 11, 2025 (the “Purchase Agreement”),
pursuant to which, the Company sold to the Investor a senior secured note in an aggregate principal amount of $2,865,000 for a subscription
price of $2,550,000 (the “Note”) due, on April 15, 2027;
WHEREAS, pursuant to Section
9(e) of each of the Note and the Exchange Note, as applicable, may be amended by a written instrument executed by the Company and the
Required Holders (as defined in each of the August 2025 Purchase Agreement and the Purchase Agreement);
WHEREAS, the Investor constitutes
the applicable Required Holders; and
Whereas,
the Investor and the Company desire to amend certain provisions of each of the Note and the Exchange Note as set forth herein.
Now,
therefore, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending
legally to be bound, hereby agree as follows:
| (i) | The definition of “Monthly Redemption Date” contained
in Section 1 of the Exchange Note is hereby amended and restated in its entirety as follows: |
“Monthly Redemption Date”
means, initially, February 9, 2026, and then the first Business Day of each calendar month thereafter, and terminating upon the full redemption
of this Note.
| |
(ii) |
The definition of “Monthly Redemption Date” contained in Section 1 of the Note is hereby amended and restated in its entirety as follows: |
“Monthly Redemption Date”
means, initially, February 9, 2026, and then the first Business Day of each calendar month thereafter, and terminating upon the full redemption
of this Note.
| 2. | Schedules. The parties hereby agree that Schedule 1, Schedule 2 and Schedule 3 attached hereto shall be the Schedule 1, Schedule
2 and Schedule 3 referred to in Section 7(a)(vii) of the Note and Section 7(a)(vii) the Exchange Note. |
| 3. | Counterparts; Facsimile Execution. This Amendment may be executed in one or more counterparts (including by electronic mail,
in PDF or by DocuSign or similar electronic signature), all of which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and delivered to the other parties. Counterparts may be delivered
via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| 4. | Governing Law. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING
LAW SET FORTH IN THE AUGUST 2025 Purchase AGREEMENT and purchase agreement, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE,
MUTATIS MUTANDIS. |
| 5. | Terms and Conditions of the Note and Exchange Note. Except as modified and amended herein, all of the terms and conditions
of the Exchange Note and Note shall remain in full force and effect. |
| 6. | Disclosure. The Company will disclose the material terms
of this Amendment, including the schedules hereto, and the transactions contemplated hereby in a Form 6-K, and attaching this Amendment,
including the schedules hereto, as an exhibit thereto, by not later than 5:30 p.m. on the Trading Day immediately following the execution
of this Amendment (the “Form 6-K”). Upon the filing of such Form 6-K, the Company represents to the Holder
that it shall have publicly disclosed all “material, non-public information” delivered to the Holder by the Company or any
of its Subsidiaries, or any of their respective officers, directors, employees or agents. |
[Signature pages follow immediately.]
[Signature Page to Amendment]
In
witness whereof, the undersigned has executed and delivered this Amendment as of the date first above written.
| |
Company: |
| |
|
|
| |
Nvni Group Limited |
| |
|
|
| |
By: |
/s/ Pierre Schurmann |
| |
Name: |
Pierre Schurmann |
| |
Title: |
Chief Executive Officer |
[Signature Page to Amendment]
In
witness whereof, the undersigned has executed and delivered this Amendment as of the date first above written.
| |
Name of signatory: |
|
| |
Title: |
Authorized Person |
Schedule 1
| Fiscal Period | |
Gross Revenue (USD) | |
| Three Month Period ended March 31, 2026 | |
$ | 9,109,038.46 | |
| Three Month Period ended June 30, 2026 | |
$ | 9,932,300.00 | |
| Three Month Period ended September 30, 2026 | |
$ | 10,653,423.08 | |
| Three Month Period ended December 31, 2026 | |
$ | 11,492,746.15 | |
| Three Month Period ended March 31, 2027 | |
$ | 10,475,394.23 | |
Schedule 2
| Fiscal Period | |
EBITDA (USD) | |
| Three Month Period ended March 31, 2026 | |
$ | 2,138,538.46 | |
| Three Month Period ended June 30, 2026 | |
$ | 2,609,950.00 | |
| Three Month Period ended September 30, 2026 | |
$ | 3,132,246.15 | |
| Three Month Period ended December 31, 2026 | |
$ | 3,581,100.00 | |
| Three Month Period ended March 31, 2027 | |
$ | 2,459,319.23 | |
Schedule 3
| Fiscal Period | |
Free Cash Flow (USD) | |
| Three Month Period ended March 31, 2026 | |
$ | 426,877.33 | |
| Three Month Period ended June 30, 2026 | |
$ | 560,121.14 | |
| Three Month Period ended September 30, 2026 | |
$ | 638,760.85 | |
| Three Month Period ended December 31, 2026 | |
$ | 867,570.70 | |
| Three Month Period ended March 31, 2027 | |
$ | 490,908.93 | |
