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Nuvini Group (Nasdaq: NVNI) seeks to avoid Nasdaq delisting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Nuvini Group Limited reports receiving a Nasdaq staff determination letter on July 28, 2026 after failing to meet the US$35,000,000 minimum Market Value of Listed Securities required for Nasdaq Capital Market listing by the July 27, 2026 compliance deadline.

Absent appeal, trading in its ordinary shares would be suspended on August 6, 2026 and a Form 25-NSE would be filed to remove the securities from Nasdaq. Nuvini has requested a hearing before a Nasdaq Hearings Panel, which stays any suspension and delisting action while the Panel reviews the case, and the shares continue to trade under the symbol NVNI.

The company plans to seek compliance under Nasdaq Listing Rule 5550(b)(1), which requires minimum stockholders’ equity of US$2,500,000. Management states this plan is based on a capital restructuring already underway, including converting certain earn-out and convertible obligations into equity to achieve positive pro forma shareholders’ equity, but there is no assurance the Panel will grant continued listing.

Positive

  • None.

Negative

  • Risk of Nasdaq delisting: Nuvini did not regain compliance with the US$35,000,000 Market Value of Listed Securities requirement by July 27, 2026 and now faces a Nasdaq Hearings Panel process with no assurance of continued listing.
MVLS compliance threshold US$35,000,000 Minimum Market Value of Listed Securities required under Nasdaq Listing Rule 5550(b)(2).
Compliance deadline July 27, 2026 End of the 180-day period Nasdaq granted Nuvini to regain MVLS compliance.
Potential trading suspension date August 6, 2026 Date trading would be suspended and a Form 25-NSE filed absent a hearing request.
Equity listing standard US$2,500,000 Minimum stockholders’ equity required under Nasdaq Listing Rule 5550(b)(1).
Non-compliance period length 30 business days Length of the MVLS deficiency period from December 12, 2025 through January 27, 2026.
Market Value of Listed Securities financial
"the Company’s Market Value of Listed Securities (MVLS) was below the US$35,000,000 minimum"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
Form 25-NSE regulatory
"a Form 25-NSE will be filed with the Securities and Exchange Commission"
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
Nasdaq Listing Rule 5550(b)(1) regulatory
"regain compliance under Listing Rule 5550(b)(1), which requires minimum stockholders’ equity"
earn-out financial
"capital restructuring already underway, including the conversion of portfolio-company earn-out and convertible obligations"
An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Nasdaq listing issue does Nuvini Group (NVNI) currently face?
Nuvini Group Limited failed to meet Nasdaq’s US$35,000,000 Market Value of Listed Securities requirement by July 27, 2026. Nasdaq staff issued a determination letter and, unless a Hearings Panel permits continued listing, the company faces possible trading suspension and delisting from the Nasdaq Capital Market.

Will Nuvini Group (NVNI) be delisted from Nasdaq on August 6, 2026?
Delisting on August 6, 2026 is not automatic. The Nasdaq letter states trading would be suspended and a Form 25-NSE filed on that date absent a hearing request. Nuvini has requested a Hearings Panel review, which stays any suspension and delisting action pending the Panel’s decision.

How does Nuvini Group (NVNI) plan to regain Nasdaq compliance?
Nuvini plans to regain compliance under Nasdaq Listing Rule 5550(b)(1), which requires US$2,500,000 in stockholders’ equity. The plan relies on a capital restructuring, including converting portfolio-company earn-out and convertible obligations into equity, and on continued execution of its 2026 operating targets.

Do Nuvini Group (NVNI) shares still trade on the Nasdaq Capital Market?
Yes. Following Nuvini’s timely hearing request, the company’s ordinary shares continue to trade on the Nasdaq Capital Market under the symbol NVNI. The hearing request automatically stays any trading suspension and the filing of a Form 25-NSE while the Nasdaq Hearings Panel considers the case.

What Nasdaq financial thresholds are relevant to Nuvini Group (NVNI)?
Two thresholds are highlighted: a minimum US$35,000,000 Market Value of Listed Securities under Listing Rule 5550(b)(2) and a minimum US$2,500,000 stockholders’ equity under Listing Rule 5550(b)(1), which Nuvini intends to use as its alternative compliance standard.

What immediate impact does the Nasdaq Determination Letter have on Nuvini (NVNI) shareholders?
The Determination Letter has no immediate effect on listing or trading. Nuvini’s ordinary shares continue to trade on Nasdaq while the Hearings Panel review is pending. However, shareholders face uncertainty because there is no assurance the Panel will grant the company’s request for continued listing.

 

 

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 August 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 ☐

 

 

 

 

 

 

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

 

As previously disclosed, on January 28, 2026, Nvni Group Limited (the “Company”)  received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the 30 consecutive business day period from December 12, 2025 through January 27, 2026,, the Company’s Market Value of Listed Securities (“MVLS”) was below the $35 million minimum requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq granted the Company 180 calendar days, or until July 27, 2026 (the “Compliance Date”), to regain compliance MVLS Requirement.

 

On July 28, 2026, the Company received a delisting determination letter (the “Letter”) from the Staff advising the Company that the Staff had determined that the Company did not regain compliance with the MVLS Requirement by the Compliance Date because the Company’s MVLS did not close at or above $35 million for a minimum of 10 consecutive business days prior to the Compliance Date. As a result, unless the Company requests an appeal of the Staff’s determination, trading of the Company’s ordinary shares on the Nasdaq Stock Market will be suspended at the opening of business on August 6, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on the Nasdaq Stock Market.

 

The Company has submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s delisting determination. A hearing request will stay the suspension of the Company’s securities and the filing of a Form 25-NSE pending the Panel’s decision. At the hearing, the Company intends to present a plan to regain compliance with the MVLS Requirement. 

 

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

 

3

 

Exhibit 99.1 

 

Nuvini Group Limited Receives Nasdaq Staff Determination Letter and Requests Hearing Before Nasdaq Hearings Panel

 

Ordinary shares continue to trade on Nasdaq under “NVNI” pending the Hearings Panel’s decision

 

NEW YORK and SÃO PAULO, August 3, 2026 (GLOBE NEWSWIRE) — Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer and operator of business-to-business (B2B) software companies across Latin America and emerging markets, today announced that on July 28, 2026 it received a staff determination letter (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”).

 

As previously disclosed, on January 28, 2026 the Company received notice that it did not meet the US$35,000,000 minimum Market Value of Listed Securities required under Nasdaq Listing Rule 5550(b)(2), and was afforded until July 27, 2026 to regain compliance. The Company did not regain compliance within that period. The Determination Letter states that, absent a timely hearing request, trading would be suspended at the opening of business on August 6, 2026 and a Form 25-NSE would be filed with the Securities and Exchange Commission.

 

The Company has timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”). That request automatically stays the suspension of trading and the filing of the Form 25-NSE pending the Panel’s decision. The Company’s ordinary shares continue to trade on the Nasdaq Capital Market under the symbol “NVNI.”

 

Nasdaq Listing Rule 5550(b) permits continued listing on the basis of any one of three alternative standards. At the hearing, the Company intends to present its plan to regain compliance under Listing Rule 5550(b)(1), which requires minimum stockholders’ equity of US$2,500,000. That plan is anchored in the capital restructuring already underway, including the conversion of portfolio-company earn-out and convertible obligations into equity at a fixed price, which the Company expects to result in positive pro forma consolidated shareholders’ equity in excess of the required minimum, together with continued execution against its 2026 operating targets.

 

“We have a defined, largely executed path to compliance under the equity standard, and we intend to present it to the Panel with facts,” said Pierre Schurmann, Founder and Chief Executive Officer of Nuvini. “The businesses inside this group are profitable and growing. The balance sheet work of the past six months was done precisely so that our listing would not depend on the market’s short-term view of us.”

 

The Determination Letter has no immediate effect on the listing or trading of the Company’s ordinary shares. There can be no assurance that the Panel will grant the Company’s request for continued listing, that the Company’s compliance plan will be accepted, or that the Company will regain compliance with the applicable Nasdaq listing requirements.

 

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

 

About Nuvini

 

Headquartered in São Paulo, Brazil, Nuvini is Latin America’s leading serial acquirer of business-to-business (B2B) software companies, focused on acquiring profitable, high-growth businesses with strong recurring revenue and cash flow generation.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Except as required by applicable law, Nuvini assumes no obligation to update or revise these forward-looking statements after the date of this press release, whether as a result of new information, future events, or otherwise.

 

Investor Relations Contact

 

Nuvini Group Limited

ir@nuvini.ai

 

Source: View Original Filing on SEC EDGAR

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