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 offices)
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.
Entry into Share Purchase Agreement
On April 3, 2026, Nvni Group Limited (the
“Company”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Beyondsoft International
(Singapore) Pte. Ltd., a company incorporated under the laws of Singapore (the “Seller”), pursuant to which the Company
has agreed to acquire 51% of the total issued share capital of a new holding company to be established in connection with a restructuring
of the Seller’s IT consulting and services business with operations in the United States, Brazil and Singapore (the “Holdco”),
for an aggregate purchase price of $80,700,000, subject to adjustment as set forth in the Share Purchase Agreement (the “Purchase
Price”). A copy of the Share Purchase Agreement is furnished as Exhibit 10.1 hereto.
Key Terms. The Purchase Price is
payable in two equal installments: (i) 50% due on or prior to December 31, 2026, and (ii) 50% due on or prior to December 31,
2029, in each case together with simple interest accruing at a rate of 8% per annum on the unpaid balance, payable quarterly commencing
March 31, 2027. The Company has the right to prepay any unpaid amounts at its sole discretion. On or prior to closing, the Company
will pledge all of the acquired shares in the Holdco to the Seller as security for payment of the Purchase Price and all accrued interest
thereon, subject to partial release upon payment of corresponding portions of the Purchase Price.
The closing of the transaction (the “Closing”)
is subject to the satisfaction or waiver of closing conditions, including, among others, consummation of the restructuring of the Seller’s
business into the Holdco structure, execution of a shareholders agreement among the Company and the Seller, and execution of a transition
services agreement. Pursuant to the shareholders agreement, the Seller will be entitled to appoint two of five seats on the board of the
Holdco and will have approval rights with respect to certain specified corporate actions. The acquired shares will not transfer to the
Company until Closing.
The foregoing description of the Share Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is furnished
as Exhibit 10.1 hereto and is incorporated herein by reference. On April 6, 2026, the Company issued a press release announcing
the transaction, a copy of which is furnished as Exhibit 99.1 hereto.
Incorporation by Reference
This report on Form 6-K is incorporated by reference
into the Company's registration statement on Form F-3 filed with the Securities and Exchange Commission (Registration No. 333-292939).
Cautionary Statement Regarding Forward Looking
Statements
This Report on Form 6-K contains forward looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified by
words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,”
“potential,” “will” and similar expressions.
These forward looking statements include, without
limitation, statements regarding the proposed share purchase, including the expected timing and completion thereof and the anticipated
benefits of the transaction.
These statements are based on current expectations
and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others, the risk that
the transaction may not be completed in a timely manner or at all, the failure to satisfy closing conditions or obtain required approvals,
and other factors beyond the Company’s control.
Forward looking statements speak only as of the
date they are made, and the Company undertakes no obligation to update them, except as required by law.
Additional Information Regarding the Proposed
Transaction
There can be no assurance that the proposed share
purchase will be completed on the terms described herein or at all. The completion of the transaction is subject to a number of conditions,
including, among others, the receipt of required shareholder, regulatory and other approvals and the satisfaction of other closing conditions.
In addition, the success of the transaction, if
completed, will depend in part on the ability of the parties to realize the anticipated benefits of the transaction. There can be no assurance
that the anticipated benefits will be realized in the expected timeframe or at all. The transaction may also involve risks related to
the integration of the businesses, including the potential disruption of ongoing operations, diversion of management’s attention
and the retention of key personnel.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement, dated April 3, 2026, by and between Nvni Group Limited and Beyondsoft International (Singapore) Pte. Ltd. |
| 99.1 |
|
Press Release of Nvni Group Limited, dated April 6, 2026. |
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 |
|
| |
|
| /s/ Pierre Schurmann |
|
| Name: |
Pierre Schurmann |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
Nuvini to Acquire 51% Controlling Stake in
the American business of Beyondsoft Corporation,
Creating a $148M Global Technology Platform
~ Transformative Combination is Expected to
Create a ~$148M Pro Forma Revenue Global Technology Platform Spanning 15 Countries ~
~ Transaction Unlocks Access to Blue-Chip Enterprise
Clients and Accelerates Global AI Strategy ~
“~ Acquisition Expected to Increase Pro
Forma Revenue 4x to $148M ~
NEW YORK, April 6, 2026 (GLOBE NEWSWIRE)
-- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading serial acquirer and operator of B2B
software companies, announced today that it has entered into a definitive agreement to acquire a 51% controlling interest in the American
business of Beyondsoft Corporation (“Target”), , a global IT consulting and technology services firm. The transaction represents
Nuvini’s largest and most strategic acquisition to date, creating a combined technology platform with expected revenues for FY 2025 of
approximately $148 million on a pro forma combined basis.
Transaction Highlights
Under the terms of the agreement, Nuvini will acquire a 51% controlling
interest in the Target The total consideration for the 51% controlling interest is expected to be approximately $80.7 million (subject
to closing adjustments), implying an enterprise value of approximately $158 million, or 1.4x 2025 revenues. The consideration will be
paid in two equal installments: (i) 50% of the total consideration, together with all interest accrued on the total consideration from
the closing date, is due on or before December 31, 2026, and (ii) the remaining 50%, together with all accrued interest on the unpaid
balance, is due on or before December 31, 2029. Beyondsoft Corporation will retain a 49% minority stake in the Target. Specific financial
terms will be disclosed in the Company’s 6-K filing with the SEC.
Strategic Rationale
The combination is driven by a clear strategic logic: Target is expected
to be a high-performing IT services business projecting $112 million in FY2025 revenue, supported by over 1,000 employees and longstanding
enterprise relationships with industry leaders.
To enhance its service to global blue-chip enterprises and advance
its expansion in the Latin American market, Nuvini will partner with Target to penetrate new markets and broaden its customer base.
Combined Platform and Growth Roadmap
The combined entity will bring together Nuvini’s robust portfolio of
seven B2B SaaS companies, serving over 22,400 customers in 15 countries, with Target ’s elite enterprise IT consulting practice, which
serves 30+ major blue-chip clients. The transaction creates significant revenue synergy opportunities across multiple key growth engines:
| ● | Cross-Selling Synergies: Deploying Nuvini’s SaaS solutions
to Target ’s enterprise client base and introducing Target ’s IT services to Nuvini’s expansive LATAM customer network. |
| ● | Global Expansion: Expanding Target ’s highly successful
sales operations for clients from Brazil into the North American market. |
| ● | Data Center Automation: Scaling new high-growth service
lines, starting with key clients. |
| ● | Global Delivery Network: Leveraging a unified workforce
of over 1,000 employees providing true global operation. |
Talent and Culture
Consistent with Nuvini’s established approach of empowering its portfolio
companies with operational autonomy, Target ’s highly experienced leadership team and existing business unit heads will retain full operational
authority to ensure business continuity and uninterrupted service for all enterprise clients.
Management Commentary
“This transaction represents a transformational moment for Nuvini,”
said Pierre Schurmann, Founder and Chief Executive Officer of Nuvini. “By combining Target ’s world-class enterprise relationships
and IT services capabilities with Nuvini’s scalable SaaS portfolio and AI innovation platform, we are creating a uniquely positioned,
globally diversified technology company. This is exactly the kind of strategic, value-creating acquisition that our model was built for.”
“The integration of Target ’s robust IT service delivery with Nuvini’s agile operational framework will unlock unprecedented value,”
said Gustavo Usero, Chief Operating Officer of Nuvini. “Our focus will be on seamlessly aligning and expanding our operational
capabilities to drive efficiency, scale our shared services, and accelerate the deployment of innovative solutions across our newly expanded
global footprint.”
AI Strategy Acceleration
The transaction significantly strengthens the combined entity’s AI
capabilities, creating a full-stack AI offering. Target ’s enterprise AI consulting practice and dedicated R&D team will combine with
Nuvini’s internal AI Lab, led by Chief AI Officer Phoebe Wang. Together, they will form a unified AI platform capable of delivering
solutions from the product level (Nuvini SaaS) to the enterprise level. Nuvini’s portfolio companies will continue to serve as living
labs for testing and validating AI solutions before scaling them to enterprise clients.
Transaction Timeline
The parties expect to complete the transaction
by July 2026 , subject to closing conditions, including any required regulatory filings. The transaction is expected to be immediately
accretive to Nuvini’s revenue, earnings, and EBITDA margins.
Advisors
BTIG, LLC is serving as exclusive financial advisor, and Sichenzia
Ross Ference Carmel LLP is serving as legal advisor to Nuvini.
About Nuvini
Headquartered in São Paulo, Brazil, Nuvini is Latin America’s
leading serial acquirer of business-to-business (B2B) software as a service (SaaS) companies. The Company focuses on acquiring profitable,
high-growth SaaS businesses with strong recurring revenue and cash flow generation. Nuvini’s portfolio includes seven companies—Datahub,
Effecti, Leadlovers, Ipê Digital (ssOtica), ONCLICK, Mercos, and Munddi—collectively serving over 22,400 customers. The Company
reported R$193 million in net revenue, 62.1% gross margins, and 26.4% EBITDA margins for FY2024. By fostering an entrepreneurial environment,
Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The company’s long-term vision
is to buy, retain, and create value through strategic partnerships and operational expertise.
About The Target
The Target will be acquired from Beyondsoft Corporation, a global IT
consulting and technology services firm with over two decades of proven excellence. Headquartered in Bellevue, WA, with operations spanning
across the Americas, Europe, and Asia-Pacific, and a workforce of over 1,000 employees. Management of Target has projected that Target
will generate approximately $112 million in revenue, 28.9% gross margins, and 14.0% EBITDA margins in FY2025. The Target maintains longstanding,
anchor enterprise relationships with global blue-chip corporations.
Forward-Looking Statements
Statements about future expectations, plans and prospects, as well
as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within
the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “will,” “would” and similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because
forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that
are difficult to predict. The Company cannot guarantee future results, levels of activity, performance, or achievements. Actual results
may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without
limitation: the Company’s ability to complete the proposed acquisition on the anticipated timeline or at all; general market conditions
that could affect the consummation of the proposed acquisition; the ability to realize anticipated synergies and growth projections; risks
related to the integration of the acquired business; regulatory and geopolitical risks, including changes to Executive Order 14117 or
related regulations; CFIUS review outcomes; the Company’s ability to retain key customers and personnel of the acquired business; and
other factors discussed in the “Risk Factors” section of the Company’s Quarterly and Annual Reports filed with the Securities
and Exchange Commission (“SEC”) and the risks described in other filings that the Company may make with the SEC. Factors or
events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to
predict all of them. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims any obligation
to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable
law. We caution you, therefore, against relying on any of these forward-looking statements.
Investor Relations Contact
Sofia Toledo
ir@nuvini.co
