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 ☐
Resignation of CFO
On February 10, 2026, Nuvini Group Limited (Nasdaq:
NVNI) (the “Company”) announced the resignation of Roberto Otero as Chief Financial Officer. The Company’s financial
functions will continue to be managed by Pierre Schurmann, Chief Executive Officer, and Gustavo Usero, Chief Operating Officer.
Mr. Otero’s resignation is not due to any disagreement with the
Company, or the Company’s management, on any matter relating to the Company’s financial reporting, accounting practices, internal
controls, operations, or policies.
A copy of the press release is furnished as Exhibit 99.1 to this report
on Form 6-K.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated February 10, 2026. |
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 11, 2026 |
By: |
/s/ Pierre Schurmann |
| |
Name: |
Pierre Schurmann |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
nuvini
NVNI | Nasdaq Listed
Corporate
Nuvini Provides Update on Leadership Team
CEO and COO to Oversee Financial Functions as Company Conducts CFO
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NEW YORK, February 10, 2026 (GLOBE NEWSWIRE)
– Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading serial acquirer in the
Latin American SaaS sector, today shared that Mr. Roberto Otero has stepped down from his role as Chief Financial Officer. Mr. Otero’s
decision was primarily driven by personal matters, as well as his interest in pursuing new professional endeavors. His departure is not
related to any disagreement with the Company regarding its financial reporting, accounting practices, internal controls, operations, or
policies.
The Company’s financial functions will continue
to be managed by Pierre Schurmann, Chief Executive Officer, and Gustavo Usero, Chief Operating Officer, ensuring a smooth and seamless
transition. Nuvini has initiated a thoughtful recruitment process to identify the right candidate for the CFO position.
“We wish Roberto well and thank him for
his contributions. Our financial operations continue to run smoothly with the full support of our experienced leadership team,”
said Pierre Schurmann, Chief Executive Officer of Nuvini. “With Gustavo and me providing direct oversight, we remain focused
on executing our strategic plan and delivering value for shareholders. We are confident in identifying the right leader for this role
at the right time.”
About Nuvini
Headquartered in Sao Paulo, Brazil, Nuvini is
Latin America’s leading serial acquirer of business to business (B2B) software as a service (SaaS) companies. The Company focuses
on acquiring profitable, high-growth SaaS businesses with strong recurring revenue and cash flow generation. By fostering an entrepreneurial
environment, Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The company’s
long-term vision is to buy, retain, and create value through strategic partnerships and operational expertise.
Forward-Looking Statements
Statements about future expectations, plans and
prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements”
within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,
risks, and changes in circumstances that are difficult to predict. The Company cannot guarantee future results, levels of activity, performance,
or achievements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important
factors, including, without limitation: the Company’s ability to complete potential acquisitions on the anticipated timeline or
at all; general market conditions; and other factors discussed in the “Risk Factors” section of the Company’s Quarterly
and Annual Reports filed with the Securities and Exchange Commission (“SEC”) and the risks described in other filings that
the Company may make with the SEC. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims
any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as
required by applicable law.
Investor Relations Contact
Sofia Toledo
ir@nuvini.com
