Nvni Group (NVNI) updates note terms and issues 702,290 shares

Rhea-AI Filing Summary

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.

Key Figures

Senior Secured Convertible Note principal: $5,662,000 Senior Secured Note principal: $2,865,000 Pre-delivery shares issued: 702,290 shares +3 more

6 metrics

Senior Secured Convertible Note principal $5,662,000 Aggregate original principal amount of Exchange Note

Senior Secured Note principal $2,865,000 Aggregate original principal amount of December Note

Pre-delivery shares issued 702,290 shares Ordinary shares held in escrow against future share delivery obligations

Additional cash applied to December Note $100,000 Extra cash payment applied to outstanding value of December Note

Deferred Monthly Redemption Date May 1, 2026 New Monthly Redemption Date under each note

Deadline to repay 2021 debentures May 15, 2026 Latest date for full repayment and lien release of certain debentures

Key Terms

Second Omnibus Amendment, Senior Secured Convertible Note, Monthly Redemption Date, pre-delivery shares, +2 more

6 terms

Second Omnibus Amendment regulatory

"entered into a Second Omnibus Amendment (the “Second Amendment”) with Amiens"

Senior Secured Convertible Note financial

"the Senior Secured Convertible Note in the aggregate original principal amount"

A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.

Monthly Redemption Date financial

"defer the Monthly Redemption Date (as defined in each Note) under each Note"

pre-delivery shares financial

"ordinary shares of the Company to be held in escrow as pre-delivery shares"

non-convertible debentures financial

"repayment of, and release of all liens securing, certain non-convertible debentures"

material definitive agreement regulatory

"Item 8.01. Entry Into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 ☐

Item 8.01.  Entry Into a Material Definitive Agreement.

Second Omnibus Amendment to the Notes

On April 1, 2026, Nvni Group Limited (the “Company”) entered into a Second Omnibus Amendment (the “Second Amendment”) with Amiens Technology Investments LLC (the “Investor”), pursuant to which the parties agreed to amend certain provisions of (i) the Senior Secured Convertible Note in the aggregate original principal amount of $5,662,000 (the “Exchange Note”) and (ii) the Senior Secured Note in the aggregate original principal amount of $2,865,000 (the “December Note,” and together with the Exchange Note, the “Notes”), each previously issued by the Company to the Investor.

Pursuant to the Second Amendment, the parties agreed to: (i) defer the Monthly Redemption Date (as defined in each Note) under each Note to May 1, 2026; (ii) issue to the Investor an aggregate of 702,290 ordinary shares of the Company to be held in escrow as pre-delivery shares (the “Pre-Delivery Shares”), to be applied, on a share-for-share basis, against future ordinary share delivery obligations of the Company under the Notes; (iii) apply an additional cash payment of $100,000 to the outstanding value of the December Note; and (iv) cause the full repayment of, and release of all liens securing, certain non-convertible debentures previously issued by the Company on May 14, 2021, no later than May 15, 2026.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Second Omnibus Amendment, dated April 1, 2026, by and between Nvni Group Limited and Amiens Technology Investments LLC.

2

SIGNATURES

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: April 6, 2026
By:	/s/ Pierre Schurmann
Name:	Pierre Schurmann
Title:	CEO

3

FAQ

What agreement did Nvni Group (NVNI) enter into in April 2026?

Nvni Group entered a Second Omnibus Amendment with Amiens Technology Investments LLC. The amendment changes terms on two senior secured notes, including the redemption schedule, share issuance mechanics, cash application, and repayment of earlier non-convertible debentures.

Which Nvni Group notes are affected by the Second Omnibus Amendment?

The amendment covers a Senior Secured Convertible Note with original principal of $5,662,000 and a Senior Secured Note with original principal of $2,865,000. Both notes were previously issued by Nvni Group to Amiens Technology Investments LLC as the investor.

How many Nvni Group shares are issued as pre-delivery shares under the amendment?

Nvni Group will issue 702,290 ordinary shares as pre-delivery shares. These shares will be held in escrow and applied on a share-for-share basis against future ordinary share delivery obligations arising under the amended notes.

What cash adjustment is made to Nvni Group’s December Note in the amendment?

The amendment applies an additional cash payment of $100,000 to the outstanding value of the December Note. This payment reduces the remaining obligation on that specific senior secured note issued to Amiens Technology Investments LLC.

What happens to Nvni Group’s non-convertible debentures issued in May 2021?

Nvni Group must fully repay certain non-convertible debentures issued on May 14, 2021 and secure release of all related liens. This repayment and lien release must occur no later than May 15, 2026 under the Second Omnibus Amendment.

When is the new Monthly Redemption Date for Nvni Group’s notes?

The Monthly Redemption Date under each affected note is deferred to May 1, 2026. This change pushes scheduled redemptions out to that date, modifying the original repayment timing agreed between Nvni Group and the investor.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECOND OMNIBUS AMENDMENT, DATED APRIL 1, 2026, BY AND BETWEEN NVNI GROUP 506.6 KB