Nuvini Group (Nasdaq: NVNI) completes 1-for-10 share consolidation

Rhea-AI Filing Summary

Nuvini Group Limited completed a share consolidation of its ordinary shares, exchanging one post-Consolidation share for every ten pre-Consolidation shares. This 1-for-10 consolidation reduces the number of shares outstanding while keeping each holder’s proportional ownership the same in economic terms. The post-Consolidation ordinary shares began trading on The Nasdaq Capital Market at market open on October 6, 2025, under a new identifier. The company also issued a press release describing this action, which is included as an exhibit.

Insights

Equity structure analyst

Nuvini implemented a 1-for-10 share consolidation with trading continuing on Nasdaq.

Nuvini Group Limited carried out a 1-for-10 consolidation of its issued and outstanding ordinary shares, meaning every ten existing shares were combined into one new share. Such consolidations typically change the share price and share count proportionally while leaving the company’s overall market value and each investor’s economic stake broadly unchanged.

The post-Consolidation ordinary shares started trading on The Nasdaq Capital Market on October 6, 2025 under a new identifier, signaling continuity of listing after the change in share structure. A related press release, dated October 2, 2025, is incorporated as an exhibit, indicating the company provided additional detail and context to the market about the consolidation.

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 October 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 ☐ 

Explanatory Note

Effective October 6, 2025, Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), completed a share consolidation (the “Consolidation”) of the issued and outstanding ordinary shares (the “Ordinary Shares”) of the Company on the basis of one (1) post-Consolidation Ordinary Share for every ten (10) pre-Consolidation Ordinary Share.

The post-Consolidation Ordinary Shares commenced trading on The Nasdaq Capital Market at market open on October 6, 2025, under the new CUSIP number G50716128.

The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Press Release, dated October 2, 2025.

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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: October 6, 2025	By:	/s/ Pierre Schurmann
	Name:	Pierre Schurmann
	Title:	Chief Executive Officer

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FAQ

What share change did Nuvini Group Limited (NVNI) disclose in this 6-K?

Nuvini Group Limited disclosed that it completed a share consolidation of its ordinary shares on a basis of one post-Consolidation ordinary share for every ten pre-Consolidation ordinary shares.

When did Nuvini’s post-Consolidation ordinary shares begin trading on Nasdaq?

The post-Consolidation ordinary shares of Nuvini Group Limited began trading on The Nasdaq Capital Market at market open on October 6, 2025.

How does Nuvini’s 1-for-10 share consolidation affect existing shareholders?

For every ten pre-Consolidation ordinary shares previously held, shareholders now hold one post-Consolidation ordinary share, so the number of shares decreases while each holder’s proportional interest in the company remains similar in economic terms.

Did Nuvini Group Limited provide additional information about the consolidation?

Yes. A press release dated October 2, 2025 describing the share consolidation is attached as Exhibit 99.1 and is incorporated by reference.

What type of SEC filing did Nuvini use to report the share consolidation?

Nuvini Group Limited reported the share consolidation in a Form 6-K as a foreign private issuer under the Securities Exchange Act of 1934.