Nvni Group Limited's SEC filings document a foreign private issuer that owns and operates acquired B2B SaaS businesses through Nuvini S.A. and related portfolio companies. Form 6-K reports cover material events, amendments to senior secured convertible and secured notes, ordinary-share delivery obligations, earnout arrangements, and other capital-structure matters tied to its acquisition model.
The filings also disclose interim consolidated financial statements and restatements, including accounting for the Smart NX deconsolidation and the Munddi acquisition. Governance and corporate-status disclosures cover financial leadership changes, shareholder voting matters, Nasdaq continued-listing notices, material agreements, operating results, and Cayman Islands issuer status.
Nvni Group Limited is amending a prior Form 6-K to restate its unaudited interim consolidated financial statements for the six months ended June 30, 2025, after identifying material errors in the accounting for the Smart NX deconsolidation and the Munddi acquisition.
On a restated basis, net operating revenue was R$98,176, but the Group recorded a net loss of R$57,307 and total comprehensive loss of R$64,794, leading to a shareholders’ deficit of R$100,005. Management states that recurring losses, a large working capital deficit, and covenant breaches on debentures raise substantial doubt about the Group’s ability to continue as a going concern, although covenant waivers were obtained.
During the period, Nvni deconsolidated Smart NX, recognizing a R$38.7 million expense in other operating expenses and a R$35.8 million non-cash write-off in operating cash flows, and completed the Munddi acquisition for total consideration of R$1,442. Subsequent events include Nasdaq compliance notices, an announced AI initiative, planned acquisitions, an approximate 34% reduction in earnout liabilities, and new financing and insider investment agreements.
Nvni Group Limited received a Schedule 13G from Ayrton Capital LLC, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, and Waqas Khatri reporting a sizable ownership position. The reporting persons beneficially own 1,114,498 ordinary shares, equal to 9.99% of the class.
The position consists of common stock issuable upon exercise of certain warrants and conversion of certain convertible notes held by the Alto fund. These securities are subject to a 9.99% beneficial ownership blocker, limiting how much of Nvni Group’s stock can be owned at any time.
Nuvini Group Limited reported that Chief Financial Officer Roberto Otero has resigned, citing personal reasons and interest in new professional opportunities. The company states his departure is not related to any disagreement over financial reporting, accounting practices, internal controls, operations, or policies.
Until a new CFO is appointed, Nuvini’s financial functions will be overseen jointly by Chief Executive Officer Pierre Schurmann and Chief Operating Officer Gustavo Usero. The company has begun a recruitment process to identify a new CFO while emphasizing continuity in its financial operations and focus on its strategic plan.
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.
Nvni Group Limited filed a 6-K describing an Omnibus Amendment to its existing senior notes with an institutional investor. The Company previously issued an unsecured note of $4,200,000 that was exchanged into a Senior Secured Convertible Note with principal of $5,662,000, and a separate senior secured note with principal of $2,865,000 due on April 15, 2027.
The Amendment, dated January 28, 2026, changes the “Monthly Redemption Date” for both the Note and the Exchange Note to February 9, 2026, and then the first business day of each calendar month until each note is fully redeemed. It also formally attaches three financial schedules covering gross revenue, EBITDA and free cash flow figures for fiscal quarters from the three months ended March 31, 2026 through the three months ended March 31, 2027.
Nvni Group Limited is registering up to 17,715,374 ordinary shares for resale by a selling shareholder, consisting of shares issuable upon conversion of two senior secured convertible notes. These include an Exchange Note with principal of US$5,662,000 and a SPA Note with principal of US$2,865,000, both convertible at a fixed or variable price based on the trading price of the ordinary shares, subject to a floor and anti-dilution adjustments.
The company’s ordinary shares outstanding were 10,032,710 as of December 26, 2025, and would be 27,748,084 after issuing all shares registered here. Nvni will not receive proceeds from sales by the selling shareholder; conversions are generally settled in shares, with redemptions beginning in February 2026 that may be satisfied in stock. Conversions are limited by a 9.99% beneficial ownership cap. Nvni is an early-stage SaaS acquirer with a history of operating losses, H1 2025 revenue of R$98.2 million and a net loss of R$57.3 million, and it reports as both an emerging growth company and a foreign private issuer on Nasdaq under the symbol “NVNI”.
Nvni Group Limited’s chief executive officer and board chair, Pierre Schurmann, has updated his reported ownership in the company’s ordinary shares. This Amendment No. 4 to his Schedule 13D corrects a prior error and now shows that he beneficially owns 1,622,087 ordinary shares, representing 16.16% of Nvni’s 10,032,710 ordinary shares outstanding as of December 26, 2025. The holdings include shares owned directly by Schurmann, shares held through Heru Investment Holdings Ltd., which he controls, and shares held by Coppi International Ltd. over which he has sole voting power under a power of attorney. The amendment explains that Heru Investment Holdings Ltd. acquired 32,000 ordinary shares on October 10, 2025, and that these shares were previously omitted from the reported beneficial ownership totals in Amendment No. 3; no new transactions are reported here.
Nvni Group Limited entered into new debt and security arrangements with an institutional investor. On December 11, 2025 it agreed to exchange an outstanding unsecured note with aggregate principal of $5,040,000 for a new Senior Secured Convertible Note with principal of $5,662,000, which can be converted into ordinary shares.
On the same date, the company sold a separate senior secured note with aggregate principal of $2,865,000 for a subscription price of $2,550,000, maturing on April 15, 2027 and carrying no interest. Related agreements provide for a registration statement for the resale of conversion shares within 45 days and require the company and key subsidiaries to enter by February 28, 2026 into a security agreement and subsidiary guaranty securing and guaranteeing obligations under the notes.
Nuvini Group Limited reported a board change, appointing Phoebe Wang to its Board of Directors, effective November 14, 2025. She is an Investment Partner on the Corporate Development team at a leading artificial intelligence technology company and serves as an advisor to Andrew Ng’s AI Fund.
Wang brings experience in AI, venture partnerships, and enterprise technology, including work with multiple Fortune 10 companies and global AI advisory organizations. She has also invested in and advised companies developing applied AI, machine learning, and automation technologies used across cloud and software platforms.
Nuvini Group Limited (NVNI) furnished a Form 6-K announcing the release of its capital markets update and an accompanying management transcript. The company provided access links to a webcast and the full transcript, and furnished a related press release as Exhibit 99.1.
The company stated that the materials in this report, the press release, and the transcript are furnished and shall not be deemed filed under the Exchange Act or incorporated by reference under the Securities Act.