Nvni Group amends senior secured notes
Nvni Group Limited entered a Second Omnibus Amendment with Amiens Technology Investments LLC to modify two existing senior secured notes.
Rhea-AI Filing Summary
Nvni Group Limited entered a Second Omnibus Amendment with Amiens Technology Investments LLC to modify two existing senior secured notes. The amendment defers each note’s Monthly Redemption Date to May 1, 2026 and adjusts how the obligations will be settled.
The Company will issue 702,290 ordinary shares as pre-delivery shares, held in escrow and applied share-for-share against future share delivery obligations under the notes. It will also apply an additional $100,000 cash payment to the outstanding value of the December Note and commit to fully repay certain non-convertible debentures issued on May 14, 2021 and release related liens no later than May 15, 2026.
Positive
- None.
Negative
- None.
Key Figures
Senior Secured Convertible Note principal: $5,662,000
Senior Secured Note principal: $2,865,000
Pre-delivery shares issued: 702,290 shares
+3 more
6 metrics
Senior Secured Convertible Note principal
$5,662,000
Aggregate original principal amount of Exchange Note
Senior Secured Note principal
$2,865,000
Aggregate original principal amount of December Note
Pre-delivery shares issued
702,290 shares
Ordinary shares held in escrow against future share delivery obligations
Additional cash applied to December Note
$100,000
Extra cash payment applied to outstanding value of December Note
Deferred Monthly Redemption Date
May 1, 2026
New Monthly Redemption Date under each note
Deadline to repay 2021 debentures
May 15, 2026
Latest date for full repayment and lien release of certain debentures
Key Terms
Second Omnibus Amendment, Senior Secured Convertible Note, Monthly Redemption Date, pre-delivery shares, +2 more
6 terms
Second Omnibus Amendment regulatory
"entered into a Second Omnibus Amendment (the “Second Amendment”) with Amiens"
Senior Secured Convertible Note financial
"the Senior Secured Convertible Note in the aggregate original principal amount"
A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.
Monthly Redemption Date financial
"defer the Monthly Redemption Date (as defined in each Note) under each Note"
non-convertible debentures financial
"repayment of, and release of all liens securing, certain non-convertible debentures"
Non-convertible debentures are formal, long-term IOUs issued by a company that promise to pay regular interest and return the principal at a set future date, and that cannot be turned into the company’s shares. They matter to investors because they offer a predictable income stream and a claim on the company’s assets ahead of shareholders, so their value depends on the issuer’s creditworthiness and prevailing interest rates—think of lending money under a fixed loan agreement with no equity option.
material definitive agreement regulatory
"Item 8.01. Entry Into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What agreement did Nvni Group (NVNI) enter into in April 2026?
Nvni Group entered a Second Omnibus Amendment with Amiens Technology Investments LLC. The amendment changes terms on two senior secured notes, including the redemption schedule, share issuance mechanics, cash application, and repayment of earlier non-convertible debentures.
Which Nvni Group notes are affected by the Second Omnibus Amendment?
The amendment covers a Senior Secured Convertible Note with original principal of $5,662,000 and a Senior Secured Note with original principal of $2,865,000. Both notes were previously issued by Nvni Group to Amiens Technology Investments LLC as the investor.
What cash adjustment is made to Nvni Group’s December Note in the amendment?
The amendment applies an additional cash payment of $100,000 to the outstanding value of the December Note. This payment reduces the remaining obligation on that specific senior secured note issued to Amiens Technology Investments LLC.
What happens to Nvni Group’s non-convertible debentures issued in May 2021?
Nvni Group must fully repay certain non-convertible debentures issued on May 14, 2021 and secure release of all related liens. This repayment and lien release must occur no later than May 15, 2026 under the Second Omnibus Amendment.
When is the new Monthly Redemption Date for Nvni Group’s notes?
The Monthly Redemption Date under each affected note is deferred to May 1, 2026. This change pushes scheduled redemptions out to that date, modifying the original repayment timing agreed between Nvni Group and the investor.
AI-generated analysis. How Rhea-AI works. Not financial advice.
