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Nuvini Group (Nasdaq: NVNI) adds Marco Leone and regains Nasdaq compliance

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Nuvini Group Limited appointed Marco Aurélio Leone Fernandes to its Board of Directors as an independent director, effective July 27, 2026. He previously served as a director and currently as a Board Advisor, bringing more than 25 years of information technology experience in Brazil and Latin America, including senior leadership roles at Micro Focus International PLC and CA Technologies.

On July 28, 2026, the company received a Nasdaq Listing Qualification letter stating it was not in compliance with Nasdaq Listing Rule 5605, which requires the audit committee to have a minimum of three independent directors and granted a cure period until November 18, 2025. With Mr. Leone’s election as an independent director, the company has regained compliance with Nasdaq Listing Rule 5605.

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Independent directors required minimum of three independent directors Nasdaq Listing Rule 5605 audit committee composition requirement
IT industry experience more than 25 years Experience of Marco Aurélio Leone Fernandes in Brazil and Latin America
Micro Focus leadership tenure May 2009 to October 2023 Period Marco Leone led Micro Focus International PLC in Latin America
CA Technologies leadership tenure 1997 to 2007 Period Marco Leone served as Vice President and General Manager in Brazil at CA Technologies
Cure period end date November 18, 2025 End of cure period granted in Nasdaq Listing Qualification letter
independent director regulatory
"appointed Marco Aurélio Leone Fernandes to its Board of Directors as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Nasdaq Listing Rule 5605 regulatory
"not in compliance with Nasdaq Listing Rule 5605, which requires the Company’s audit committee"
NASDAQ Listing Rule 5605 sets minimum corporate governance standards for companies listed on the Nasdaq exchange, including requirements for a majority of independent directors, independent audit and compensation committees, and processes for nominating and evaluating directors. Investors care because these rules create independent oversight — like having referees and watchdogs — that helps reduce conflicts of interest, improve financial reporting and executive pay transparency, and protect shareholder value.
audit committee regulatory
"requires the Company’s audit committee to be composed of a minimum of three independent"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the safe harbor"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
angel investor financial
"is an active angel investor and advisory board member at various organizations"
business-to-business (B2B) software technical
"acquirer and operator of profitable business-to-business (B2B) software companies across Latin America"

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FAQ

What board change did Nuvini Group (NVNI) announce in July 2026?

Nuvini Group appointed Marco Aurélio Leone Fernandes as an independent director effective July 27, 2026. He rejoined the Board after earlier service as a director and current work as a Board Advisor, bringing extensive information technology leadership experience.

Who is Marco Aurélio Leone Fernandes on Nuvini Group’s (NVNI) board?

Marco Aurélio Leone Fernandes is an independent director with more than 25 years of IT experience. He led Micro Focus International PLC in Latin America from May 2009 to October 2023 and previously held senior roles at CA Technologies in Brazil.

How does Marco Leone’s appointment affect NVNI’s Nasdaq Listing Rule 5605 compliance?

With Marco Leone’s election as an independent director, Nuvini has regained compliance with Nasdaq Listing Rule 5605. The rule requires the company’s audit committee to consist of at least three independent directors, a threshold now met by the updated board composition.

What does Nasdaq Listing Rule 5605 require from Nuvini Group’s (NVNI) audit committee?

Nasdaq Listing Rule 5605 requires Nuvini’s audit committee to be composed of a minimum of three independent directors. Nasdaq’s Listing Qualification staff notified the company of non-compliance and granted a cure period, after which the board change restored compliance.

What is Nuvini Group Limited’s (NVNI) core business focus?

Nuvini Group Limited is described as an acquirer and operator of profitable B2B software companies across Latin America and emerging markets. It focuses on acquiring established, cash-generating software businesses and providing capital, operational support and access to public capital markets.

 

 

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 July 2026

 

Commission File Number: 001-41823

 

 

 

Nvni Group Limited

 

 

 

P.O. Box 10008, Pavilion East, 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 

 

 

 

 

 

Appointment of Independent Director

 

On July 29, 2026, Nuvini Group Limited (the “Company”) announced that it has appointed Marco Aurélio Leone Fernandes to its Board of Directors as an independent director, effective July 27, 2026. Mr. Leone previously served as a director of the Company and currently serves as a Board Advisor, and by reason of his prior service, he possesses substantial knowledge of the Company, its subsidiaries and its business.

 

On July 28, 2026, the Company received a letter from the Nasdaq Listing Qualification notifying the Company that it was not in compliance with Nasdaq Listing Rule 5605, which requires the Company’s audit committee to be composed of a minimum of three independent directors, and granted a cure period until November 18, 2025. With the election of Mr. Leone as an independent director, the Company has regained compliance with Nasdaq Listing Rule 5605.

 

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

 

1

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release of Nvni Group Limited, dated July 28, 2026.

 

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: July 29, 2026 By: /s/ Pierre Schurmann
  Name:  Pierre Schurmann
  Title: Chief Executive Officer

 

3

Exhibit 99.1

 

~ Nuvini Strengthens Board Expertise with the Appointment of Marco Leone, Former Head of Micro Focus in Latin America ~

 

Nuvini Appoints Marco Leone to Its Board of Directors

 

NEW YORK, July 28, 2026 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer and operator of profitable business-to-business (B2B) software companies across Latin America and emerging markets, today announced the re-appointment of Marco Aurélio Leone Fernandes to its Board of Directors as an independent director, effective July 27, 2026. Mr. Leone previously served as a director of the Company and currently serves as a Board Advisor, and by reason of his prior service, he possesses substantial knowledge of the Company, its subsidiaries and its business.

 

Mr. Leone brings more than 25 years of experience in the information technology industry in Brazil and Latin America. He led the startup of Micro Focus International PLC in the region and managed the entire operation as Vice President and General Manager from May 2009 to October 2023, until its acquisition by OpenText, overseeing complex local integrations including Borland, the Attachmate Group and HP Software. Previously, he served as Vice President and General Manager in Brazil at CA Technologies from 1997 to 2007. Mr. Leone holds a B.A. and an M.B.A. from Fundação Getulio Vargas, with certifications from FGV, Wharton, London Business School, INSEAD and I.B.G.C., and is an active angel investor and advisory board member at various organizations.

 

“Marco knows this business from the inside, and he knows the Latin American software market as well as anyone,” said Pierre Schurmann, Founder, Chairman and Chief Executive Officer of Nuvini. “Having him back at the Board table gives us experienced judgment on integration and operating discipline at exactly the point in our strategy where it matters most.”

 

“I am glad to rejoin the Board and to contribute to the next stage of the Company’s growth and governance,” said Mr. Leone.

 

On July 28, 2026, the Company received a letter from the Nasdaq Listing Qualification notifying the Company that it was not in compliance with Nasdaq Listing Rule 5605, which requires the Company’s audit committee to be composed of a minimum of three independent directors, and granted a cure period until November 18, 2025. With the election of Mr. Leone as an independent director, the Company has regained compliance with Nasdaq Listing Rule 5605.

 

About Nuvini

 

Nuvini Group Limited (Nasdaq: NVNI) is a leading acquirer and operator of profitable business-to-business (B2B) software companies across Latin America and emerging markets. Nuvini acquires and scales established, cash-generating software businesses, providing capital, operational support and access to the public capital markets. For more information, visit www.nuvini.ai.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which may be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “will” and “should.” These statements are based on the Company’s current expectations and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including those described in the Company’s filings with the U.S. Securities and Exchange Commission, available at www.sec.gov. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them except as required by law.

 

Investor Relations Contact

 

Nuvini Group Limited | Investor Relations | ir@nuvini.ai

Filing Exhibits & Attachments

1 document