Nvni Group (NVNI) receives Nasdaq warning over $35M market value shortfall

Rhea-AI Filing Summary

Nvni Group Limited received a notice from Nasdaq that it is not meeting the exchange’s requirement for a minimum market value of listed securities of $35 million. This test was failed over the 30 business days from December 12, 2025 through January 27, 2026.

The company has 180 calendar days, until July 27, 2026, to regain compliance by having its market value at or above $35 million for at least ten consecutive business days. If it does not regain compliance, its shares could be subject to delisting, although the company would be able to appeal.

During this compliance period, Nvni’s ordinary shares will continue to trade on Nasdaq under the symbol “NVNI”. The company plans to monitor its market value and evaluate options to regain compliance but cautions there is no assurance it will succeed.

Positive

• None.

Negative

• Nasdaq compliance risk: Nvni Group Limited has fallen below Nasdaq’s minimum $35 million market value of listed securities requirement and faces potential delisting if it cannot restore its market value to at least that level for ten consecutive business days by July 27, 2026.

Insights

Equity market & listing standards analyst

Nasdaq MVLS deficiency introduces real delisting risk if NVNI’s value does not recover.

Nvni Group Limited has been notified by Nasdaq that its market value of listed securities has stayed below the required $35,000,000 for 30 consecutive business days, triggering a deficiency under Listing Rule 5550(b)(2). This puts the company on a defined clock to restore its market value.

The company now has 180 calendar days, until July 27, 2026, to get its market value to at least $35,000,000 for ten consecutive business days. Failure to do so would lead to a notice that its securities are subject to delisting, though an appeal to a hearings panel is possible. The company states it will monitor MVLS and consider options but gives no assurance of regaining compliance, underscoring uncertainty.

For now, NVNI’s ordinary shares continue trading on Nasdaq under the symbol “NVNI”. The outcome will depend on whether its market value can reach and sustain the compliance level during the defined period under Nasdaq Listing Rule 5810(c)(3)(C).

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 February 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 ☐ 

Nasdaq Notification Regarding Minimum Market Value of Listed Securities

On January 28, 2026, Nvni Group Limited (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Company’s market value of listed securities (“MVLS”) for the 30 consecutive business day period from December 12, 2025 through January 27, 2026, the Company did not maintain the minimum MVLS of US$35,000,000 required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). The Company has been afforded a period of 180 calendar days, or until July 27, 2026 (the “Compliance Period”), to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C).

To regain compliance, the Company’s MVLS must meet or exceed US$35,000,000 for a minimum of ten consecutive business days during the Compliance Period. If the Company does not regain compliance by the end of the Compliance Period, it will receive written notification that its securities are subject to delisting, which the Company may appeal to a hearings panel. The Company intends to monitor its MVLS between now and July 27, 2026, and will consider available options if its ordinary shares do not trade at a level likely to regain compliance. There can be no assurance that the Company will regain or maintain compliance with the MVLS requirement or other Nasdaq Capital Market continued listing requirements.

The letter has no immediate effect on the listing of the Company’s ordinary shares, which will continue to be listed and traded on Nasdaq under the symbol “NVNI”, subject to the Company’s compliance with other continued listing requirements.

On February 3, 2026, the Company issued a press release announcing its receipt of the letter from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release, dated February 3, 2026

1

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: February 3, 2026	By:	/s/ Pierre Schurmann
	Name:	Pierre Schurmann
	Title:	Chief Executive Officer

2

Exhibit 99.1

Nvni Group Receives Nasdaq Notice Regarding Market Value of Listed Securities

NEW YORK, February 3, 2026 (GLOBE NEWSWIRE) -- Nvni Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer of private software companies in Latin America, announced that it received a notice from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires a minimum Market Value of Listed Securities (“MVLS”) of $35 million.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until July 27, 2026, to regain compliance. To regain compliance, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days. During this period, the Company’s ordinary shares will continue to trade on Nasdaq under the symbol “NVNI”.

The Company intends to monitor its MVLS and evaluate available options to regain compliance. There can be no assurance that the Company will be able to regain compliance within the compliance period.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b).

About Nuvini

Headquartered in Sao Paulo, Brazil, Nuvini is building Latin America’s premier software holding company. The Company acquires and partners with profitable software businesses across the region, enabling them to become leaders in their respective industries.

Forward-Looking Statements 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. These statements involve risks and uncertainties that may cause actual results to differ materially. The Company assumes no obligation to update these statements except as required by law.

Investor Relations Contact:

Sofia Toledo

ir@nuvini.co

FAQ

Why did Nvni Group Limited (NVNI) receive a Nasdaq notice?

Nvni Group Limited received a Nasdaq notice because its market value of listed securities stayed below the required $35 million for 30 consecutive business days. This violated Nasdaq Listing Rule 5550(b)(2), prompting a formal deficiency notification and triggering a defined compliance period.

What does the Nasdaq minimum market value rule mean for NVNI?

Nasdaq’s rule requires Nvni Group Limited to maintain at least $35 million in market value of listed securities. Falling below that threshold for 30 straight business days created a compliance deficiency, which can ultimately lead to delisting if the value is not restored within the allowed timeframe.

How long does Nvni Group Limited have to regain Nasdaq compliance?

Nvni Group Limited has 180 calendar days, until July 27, 2026, to regain compliance. Its market value of listed securities must reach $35 million or more for at least ten consecutive business days during this period to meet Nasdaq’s continued listing requirement.

Will Nvni Group Limited’s shares be delisted from Nasdaq immediately?

Nvni Group Limited’s shares will not be delisted immediately. During the 180-day compliance period ending July 27, 2026, its ordinary shares continue trading on Nasdaq under the symbol NVNI. Delisting would only follow if it still fails to meet the requirement and any appeal is unsuccessful.

What actions might Nvni Group Limited take to address the Nasdaq deficiency?

Nvni Group Limited states it intends to monitor its market value of listed securities and evaluate available options to regain compliance. While specific measures are not detailed, the company acknowledges there is no assurance it will restore compliance within the allowed period.

What happens if Nvni Group Limited cannot regain Nasdaq compliance by July 27, 2026?

If Nvni Group Limited does not regain compliance by July 27, 2026, Nasdaq will issue a written notification that its securities are subject to delisting. The company could then appeal this determination to a hearings panel, but the final outcome would depend on that process.