Nvni Group (NVNI) CEO corrects filing, reports 16.16% ordinary stake

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Nvni Group Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G50716102

(CUSIP Number)

Pierre Schurmann
c/o Nvni Group Limited, P.O. Box 10008, Willow House, Cricket Sq
Grand Cayman, E9, KY1-1001
55 11 5642-3370

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/10/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G50716102

1

Name of reporting person

Pierre Schurmann

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRAZIL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,622,087.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,622,087.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,622,087.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.16 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 146,512 Ordinary Shares held by Pierre Schurmann, 1,426,810 Ordinary Shares held by Heru Investment Holdings Ltd. an entity controlled by Pierre Schurmann and 32,000 Ordinary Shares further acquired by Heru Investment Holdings Ltd on October 10, 2025, making the total holding of Ordinary Shares by Heru Investment Holdings Ltd 1,458,810, and 16,765 Ordinary shares held by Coppi International Ltd., a British Virgin Islands limited liability company ("Coppi"). Pursuant to the Coppi Power of Attorney, the Reporting Person is the sole power-of-attorney with sole voting power with respect to such shares. (2) Includes 146,512 Ordinary Shares held by Pierre Schurmann, 1,426,810 Ordinary Shares held by Heru Investment Holdings Ltd. an entity controlled by Pierre Schurmann and 32,000 Ordinary Shares further acquired by Heru Investment Holdings Ltd on October 10, 2025, making the total holding of Ordinary Shares by Heru Investment Holdings Ltd 1,458,810, and 16,765 Ordinary shares held by Coppi International Ltd., a British Virgin Islands limited liability company ("Coppi"). Pursuant to the Coppi Power of Attorney, the Reporting Person is the sole power-of-attorney with sole voting power with respect to such shares. (3) The percentage set forth in row (13) is based on the Issuer's 10,032,710 Ordinary Shares outstanding on December 26, 2025. *On March 27, 2025, Pierre Schurmann was issued 350,000 Class FF Shares for a total subscription price of US$3.50, with each class FF share having 1,000 votes.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: Nvni Group Limited
(c)	Address of Issuer's Principal Executive Offices: P.O. Box 10008, Willow House, Cricket Sq, Grand Cayman, CAYMAN ISLANDS , KY1-1001.
Item 1 Comment: Explanatory Note This Amendment No. 4 to the Schedule 13D filed by the Reporting Person is solely to correct an inadvertent error contained in Amendment No. 3. Specifically, the acquisition of the 32,000 Ordinary Shares by Heru Investment Holdings Ltd. (which is controlled by the Reporting Person) on October 10, 2025, was reported in Item 3 of amendment No. 3, but that amendment incorrectly stated the number of Ordinary Shares reported as beneficially owned by the Reporting Person. This Amendment is filed to correct this error and the corresponding percentages by adding these shares. No new transactions are being reported in this Amendment No. 4.
Item 2.	Identity and Background
(a)	Pierre Schurmann
(b)	P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, Cayman Islands KY1-1001.
(c)	The Reporting Person is the Chief Executive Officer and Chair of the board of directors of the Issuer.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a Brazilian citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	On October 10, 2025, Heru Investment Holdings Ltd. acquired 32,000 ordinary shares of the Company. Heru Investment Holdings Ltd. is controlled by the Reporting person, Pierre Schurmann.
Item 4.	Purpose of Transaction
	the Reporting person acquired the securities described in this Schedule 13D for investment purposes. Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Amendment to the Initial Schedule 13D, the Reporting Person beneficially owns 1,622,087Ordinary Shares of the Issuer, which represents 16.16% of the Issuer's Ordinary Shares, based on 10,032,710 outstanding Ordinary Shares as of December 26, 2025.
(b)	The Reporting Person beneficially owns 1,622,087shares of the Issuer's Ordinary Shares and exercises voting and dispositive control over such Ordinary Shares.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pierre Schurmann

Signature:	/s/ Pierre Schurmann
Name/Title:	Pierre Schurmann/Chief Executive Officer and Chair of the Board
Date:	01/12/2026

FAQ

What percentage of Nvni Group (NVNI) does Pierre Schurmann report owning in this amendment?

Pierre Schurmann reports beneficial ownership of 1,622,087 ordinary shares of Nvni Group Limited, representing 16.16% of the company’s ordinary shares based on 10,032,710 shares outstanding as of December 26, 2025.

Why did Pierre Schurmann file Amendment No. 4 to his Nvni Group Schedule 13D?

Amendment No. 4 was filed to correct an inadvertent error in Amendment No. 3. The earlier amendment mis-stated the number of ordinary shares beneficially owned by Schurmann by omitting 32,000 ordinary shares acquired by Heru Investment Holdings Ltd. on October 10, 2025.

How are Pierre Schurmann’s Nvni Group shares held across different entities?

His reported 1,622,087 ordinary shares include 146,512 shares held directly by Pierre Schurmann, 1,458,810 shares held by Heru Investment Holdings Ltd. (after adding the 32,000 acquired on October 10, 2025), and 16,765 shares held by Coppi International Ltd., over which he has sole voting power under a power of attorney.

Does this Nvni Group Schedule 13D amendment report any new share transactions?

The amendment states that no new transactions are being reported. It only corrects the previously reported beneficial ownership figures to include the 32,000 ordinary shares acquired by Heru Investment Holdings Ltd. on October 10, 2025, which had already been described but not fully reflected in the totals.

What role does Pierre Schurmann hold at Nvni Group Limited?

Pierre Schurmann is described as the Chief Executive Officer and Chair of the board of directors of Nvni Group Limited.

Are there any special share classes mentioned in this Nvni Group ownership filing?

Yes. The filing notes that on March 27, 2025, Pierre Schurmann was issued 350,000 Class FF Shares of Nvni Group Limited for a total subscription price of US$3.50, with each Class FF share carrying 1,000 votes.

Does Pierre Schurmann disclose any plans to change control or operations at Nvni Group?

The filing states that the securities were acquired for investment purposes and that, other than as described, Schurmann does not currently have plans or proposals relating to the matters listed in Items 4(a)-(j), which cover potential changes in control or major corporate actions.