Nvni Group Limited SEC Filings

Nvni Group Limited (Nuvini) files its annual Form 20-F, highlighting continued operating losses and going-concern risks alongside a SaaS acquisition-led growth strategy in Latin America. For the year ended December 31, 2025, Nuvini reported a net operating revenue of R$196.7 million, up 2% from R$193.3 million in 2024.

The company recorded net losses of R$106.9 million in 2025, R$78.2 million in 2024 and R$247.9 million in 2023, and a working capital deficit of R$348.5 million as of December 31, 2025. Its auditor included an explanatory paragraph about Nuvini’s ability to continue as a going concern, though no related adjustments were made to the financial statements.

Nuvini’s model centers on acquiring and scaling profitable SaaS businesses, with seven acquisitions completed since inception and more planned, such as a binding term sheet to acquire MK Solutions and a share purchase agreement to acquire 51% of Beyondsoft’s IT consulting and services business. Management stresses that 96.4% of clients renewed subscriptions monthly as of 2025 and that all acquired companies are profitable, but acknowledges that substantial new debt or equity financing is needed to fund deferred purchase prices and ongoing operations, with no assurance such capital will be available on acceptable terms.

Nuvini Group Limited filed a Form 6-K describing its planned acquisition of a 51% controlling interest in a newly formed Beyondsoft North America entity carved out from Beyondsoft’s IT consulting and services business in the United States, Brazil and Singapore. The company published an investor presentation outlining a combined platform with estimated pro forma FY25 revenue of about USD 148 million and FY25 EBITDA of about USD 24 million, 1,764 employees, more than 30 enterprise customers and over 22,400 SaaS customers across 15 countries. The strategy is to pair Nuvini’s B2B SaaS portfolio with Beyondsoft’s enterprise IT and AI services, supported by partnerships with major technology providers such as Microsoft, Oracle and NVIDIA. Nuvini emphasizes that completion of the acquisition remains subject to shareholder, regulatory and other approvals and highlights integration, execution and retention risks through extensive forward-looking statements.

Nuvini Group Limited filed a Form 6-K describing its planned acquisition of a 51% controlling interest in a newly formed Beyondsoft North America entity carved out from Beyondsoft’s IT consulting and services business in the United States, Brazil and Singapore. The company published an investor presentation outlining a combined platform with estimated pro forma FY25 revenue of about USD 148 million and FY25 EBITDA of about USD 24 million, 1,764 employees, more than 30 enterprise customers and over 22,400 SaaS customers across 15 countries. The strategy is to pair Nuvini’s B2B SaaS portfolio with Beyondsoft’s enterprise IT and AI services, supported by partnerships with major technology providers such as Microsoft, Oracle and NVIDIA. Nuvini emphasizes that completion of the acquisition remains subject to shareholder, regulatory and other approvals and highlights integration, execution and retention risks through extensive forward-looking statements.

Nuvini Group Limited has agreed to acquire a 51% controlling interest in a new holding company owning the American IT consulting and services business of Beyondsoft Corporation for a total consideration of $80.7 million, subject to adjustments. The price will be paid in two equal installments due on or before December 31, 2026 and December 31, 2029, with simple interest of 8% per annum on unpaid amounts.

The deal is described as Nuvini’s largest and most strategic acquisition to date and is expected to create a combined technology platform with approximately $148 million of pro forma FY 2025 revenue, including about $112 million projected FY 2025 revenue from the Target. Management states the transaction is expected to be immediately accretive to revenue, earnings and EBITDA margins, but completion remains subject to restructuring, definitive agreements, and various shareholder, regulatory and other approvals.

Nuvini Group Limited has agreed to acquire a 51% controlling interest in a new holding company owning the American IT consulting and services business of Beyondsoft Corporation for a total consideration of $80.7 million, subject to adjustments. The price will be paid in two equal installments due on or before December 31, 2026 and December 31, 2029, with simple interest of 8% per annum on unpaid amounts.

The deal is described as Nuvini’s largest and most strategic acquisition to date and is expected to create a combined technology platform with approximately $148 million of pro forma FY 2025 revenue, including about $112 million projected FY 2025 revenue from the Target. Management states the transaction is expected to be immediately accretive to revenue, earnings and EBITDA margins, but completion remains subject to restructuring, definitive agreements, and various shareholder, regulatory and other approvals.

Nvni Group Limited entered a Second Omnibus Amendment with Amiens Technology Investments LLC to modify two existing senior secured notes. The amendment defers each note’s Monthly Redemption Date to May 1, 2026 and adjusts how the obligations will be settled.

The Company will issue 702,290 ordinary shares as pre-delivery shares, held in escrow and applied share-for-share against future share delivery obligations under the notes. It will also apply an additional $100,000 cash payment to the outstanding value of the December Note and commit to fully repay certain non-convertible debentures issued on May 14, 2021 and release related liens no later than May 15, 2026.

Nvni Group Limited entered a Second Omnibus Amendment with Amiens Technology Investments LLC to modify two existing senior secured notes. The amendment defers each note’s Monthly Redemption Date to May 1, 2026 and adjusts how the obligations will be settled.

The Company will issue 702,290 ordinary shares as pre-delivery shares, held in escrow and applied share-for-share against future share delivery obligations under the notes. It will also apply an additional $100,000 cash payment to the outstanding value of the December Note and commit to fully repay certain non-convertible debentures issued on May 14, 2021 and release related liens no later than May 15, 2026.

Nuvini Group Limited reported that it has agreed with the founders of its previously acquired portfolio companies to extend the deadline to pay certain earnout obligations at a negotiated discounted amount. The payment deadline has been moved to April 30, 2026, giving the company additional time under the agreed restructuring terms.

The company explains that this extension aligns with its focus on a collaborative and disciplined approach to balance sheet optimization and efforts to strengthen its capital structure in support of its acquisition strategy. The founders’ acceptance of the extension is described as a sign of their belief in Nuvini’s long-term value.

Nuvini Group Limited reported that it has agreed with the founders of its previously acquired portfolio companies to extend the deadline to pay certain earnout obligations at a negotiated discounted amount. The payment deadline has been moved to April 30, 2026, giving the company additional time under the agreed restructuring terms.

The company explains that this extension aligns with its focus on a collaborative and disciplined approach to balance sheet optimization and efforts to strengthen its capital structure in support of its acquisition strategy. The founders’ acceptance of the extension is described as a sign of their belief in Nuvini’s long-term value.

Nvni Group Ltd director Wang Xinjie filed an initial statement of beneficial ownership on Form 3. This filing establishes Wang’s status as a director and subject to insider reporting rules. The data shown does not list any specific transactions or report any share purchases or sales.

Nvni Group Ltd director Wang Xinjie filed an initial statement of beneficial ownership on Form 3. This filing establishes Wang’s status as a director and subject to insider reporting rules. The data shown does not list any specific transactions or report any share purchases or sales.

Nvni Group Ltd director and CEO Pierre Schurmann filed an initial ownership report showing he directly holds 1,622,087 Ordinary Shares. This Form 3 does not reflect a new buy or sell transaction; it establishes his existing stake as a company insider.

Nvni Group Ltd director and CEO Pierre Schurmann filed an initial ownership report showing he directly holds 1,622,087 Ordinary Shares. This Form 3 does not reflect a new buy or sell transaction; it establishes his existing stake as a company insider.

Nvni Group Ltd director Busnello Luiz has filed an initial ownership report showing a sizable equity stake in the company. The Form 3 discloses direct beneficial ownership of 549,939 Ordinary Shares as of March 17, 2026. This filing records existing holdings and does not report any recent share purchases or sales.

Nvni Group Ltd director Busnello Luiz has filed an initial ownership report showing a sizable equity stake in the company. The Form 3 discloses direct beneficial ownership of 549,939 Ordinary Shares as of March 17, 2026. This filing records existing holdings and does not report any recent share purchases or sales.

Nvni Group Ltd executive Gustavo de Lima Usero, the Chief Operating Officer, reported ownership of 4,000 Ordinary Shares of the company. These shares are listed as held with direct ownership. The filing does not show any specific buy or sell transaction, only the reported holding level.

Nvni Group Ltd executive Gustavo de Lima Usero, the Chief Operating Officer, reported ownership of 4,000 Ordinary Shares of the company. These shares are listed as held with direct ownership. The filing does not show any specific buy or sell transaction, only the reported holding level.

Nuvini Group Limited appointed Phoebe Wang as its first Chief Artificial Intelligence Officer, effective March 2, 2026. She moves from the Board of Directors to lead the company’s AI strategy, investments, and deployment across its portfolio, and has resigned her board seat while a replacement is considered.

The company also reiterated that Founder and CEO Pierre Schurmann previously agreed to invest $6 million of personal capital via a direct private placement. His vehicle, Xurmann Investments Ltd, is expected to acquire 1,500,000 ordinary shares at $4.00 per share and five-year warrants for 300,000 shares at $25.00 per share, but completion depends on securing financing and is not guaranteed.

Nuvini Group Limited appointed Phoebe Wang as its first Chief Artificial Intelligence Officer, effective March 2, 2026. She moves from the Board of Directors to lead the company’s AI strategy, investments, and deployment across its portfolio, and has resigned her board seat while a replacement is considered.

The company also reiterated that Founder and CEO Pierre Schurmann previously agreed to invest $6 million of personal capital via a direct private placement. His vehicle, Xurmann Investments Ltd, is expected to acquire 1,500,000 ordinary shares at $4.00 per share and five-year warrants for 300,000 shares at $25.00 per share, but completion depends on securing financing and is not guaranteed.