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.
Positive
None.
Negative
None.
Insights
Ayrton Capital discloses a 9.99% economic stake in Nvni Group via derivatives.
Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri report beneficial ownership of 1,114,498 Nvni Group ordinary shares, or 9.99% of the class. The stake comes from warrants and convertible notes rather than currently issued common shares.
The filing states these securities are subject to a 9.99% beneficial ownership blocker, capping how much stock can be held after conversion or exercise. The percentage calculation uses 10,032,710 common shares outstanding as of December 26, 2025, plus the 1,114,498 shares underlying the instruments.
The certification indicates the position is held in the ordinary course of business and not for changing or influencing control of Nvni Group. Future company filings may detail any changes in this ownership level if it moves above or below reporting thresholds.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Nvni Group Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G50716128
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G50716128
1
Names of Reporting Persons
Ayrton Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,114,498.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,114,498.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,114,498.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP No.
G50716128
1
Names of Reporting Persons
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,114,498.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,114,498.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,114,498.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
G50716128
1
Names of Reporting Persons
Waqas Khatri
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,114,498.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,114,498.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,114,498.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nvni Group Limited
(b)
Address of issuer's principal executive offices:
P.O. Box 10008, Pavilion East, Cricket Square
Item 2.
(a)
Name of person filing:
(i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and
(iii) Waqas Khatri
(b)
Address or principal business office or, if none, residence:
(i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)
Citizenship:
(i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)
Title of class of securities:
Ordinary Shares
(e)
CUSIP No.:
G50716128
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Ayrton Capital LLC: 1,114,498 ; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 1,114,498 ; and (iii) Waqas Khatri: 1,114,498. Represents 1,114,498 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") and conversion of certain convertible notes (the "Notes") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants and conversion of the Notes are both subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of Nvni Group Limited (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)
Percent of class:
The percentages below are based on (i) 10,032,710 shares of Common Stock of the Issuer that were outstanding as of December 26, 2025; and (ii) 1,114,498 shares of Common Stock issuable on the exercise of the Warrants and conversion of the Notes held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's Form F-3 filed on January 26, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of December 31, 2025. (i) Ayrton Capital LLC: 9.99%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 9.99%; and (iii) Waqas Khatri: 9.99%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Ayrton Capital LLC: 1,114,498; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 1,114,498; and (iii) Waqas Khatri: 1,114,498
(ii) Shared power to vote or to direct the vote:
(i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
(iii) Sole power to dispose or to direct the disposition of:
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Ayrton Capital LLC
Signature:
/s/ Waqas Khatri
Name/Title:
Waqas Khatri / Managing Member
Date:
02/11/2026
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
What ownership stake in Nvni Group (NVNI) did Ayrton Capital report?
Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri reported beneficial ownership of 1,114,498 Nvni Group ordinary shares, representing 9.99% of the class. This percentage is based on 10,032,710 shares outstanding plus the shares underlying their warrants and convertible notes.
How did Ayrton Capital and Alto Opportunity Master Fund gain their Nvni Group (NVNI) exposure?
Their exposure comes from securities convertible into Nvni Group common stock. The filing states the 1,114,498 shares are issuable upon exercise of certain warrants and conversion of certain convertible notes, all held by the Alto Opportunity Master Fund and managed by Ayrton Capital LLC.
What is the 9.99% beneficial ownership blocker mentioned for Nvni Group (NVNI)?
The filing explains that shares issuable from the warrants and notes are subject to a 9.99% beneficial ownership blocker. This provision limits conversions or exercises so the reporting persons’ beneficial ownership of Nvni Group common stock does not exceed 9.99% at any time.
On what share count is Ayrton Capital’s 9.99% Nvni Group (NVNI) stake based?
The 9.99% stake is calculated using 10,032,710 Nvni Group common shares outstanding as of December 26, 2025, plus 1,114,498 shares issuable upon exercise of the warrants and conversion of the notes. The outstanding share figure comes from Nvni Group’s Form F-3.
Who are the reporting persons in the Nvni Group (NVNI) Schedule 13G filing?
The Schedule 13G lists three reporting persons: Ayrton Capital LLC, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, and individual investor Waqas Khatri. Ayrton serves as investment manager to the fund, and Khatri is described as the managing member of the investment manager.
Does Ayrton Capital’s Nvni Group (NVNI) filing indicate an attempt to influence control?
The certification states the securities were acquired and are held in the ordinary course of business. It further states they were not acquired and are not held for the purpose or effect of changing or influencing control of Nvni Group, consistent with a Schedule 13G filing.
