NVNI 6-K
Nvni Group Ltd (NVNI)
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 July 2026
Commission File Number: 001-41823
Nvni Group Limited
P.O. Box 10008, Pavilion East, 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 ☐
Appointment of Independent Director
On July 29, 2026, Nuvini Group Limited (the “Company”) announced that it has appointed Marco Aurélio Leone Fernandes to its Board of Directors as an independent director, effective July 27, 2026. Mr. Leone previously served as a director of the Company and currently serves as a Board Advisor, and by reason of his prior service, he possesses substantial knowledge of the Company, its subsidiaries and its business.
On July 28, 2026, the Company received a letter from the Nasdaq Listing Qualification notifying the Company that it was not in compliance with Nasdaq Listing Rule 5605, which requires the Company’s audit committee to be composed of a minimum of three independent directors, and granted a cure period until November 18, 2025. With the election of Mr. Leone as an independent director, the Company has regained compliance with Nasdaq Listing Rule 5605.
A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of Nvni Group Limited, dated July 28, 2026. |
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SIGNATURE
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: July 29, 2026 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
~ Nuvini Strengthens Board Expertise with the Appointment of Marco Leone, Former Head of Micro Focus in Latin America ~
Nuvini Appoints Marco Leone to Its Board of Directors
NEW YORK, July 28, 2026 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer and operator of profitable business-to-business (B2B) software companies across Latin America and emerging markets, today announced the re-appointment of Marco Aurélio Leone Fernandes to its Board of Directors as an independent director, effective July 27, 2026. Mr. Leone previously served as a director of the Company and currently serves as a Board Advisor, and by reason of his prior service, he possesses substantial knowledge of the Company, its subsidiaries and its business.
Mr. Leone brings more than 25 years of experience in the information technology industry in Brazil and Latin America. He led the startup of Micro Focus International PLC in the region and managed the entire operation as Vice President and General Manager from May 2009 to October 2023, until its acquisition by OpenText, overseeing complex local integrations including Borland, the Attachmate Group and HP Software. Previously, he served as Vice President and General Manager in Brazil at CA Technologies from 1997 to 2007. Mr. Leone holds a B.A. and an M.B.A. from Fundação Getulio Vargas, with certifications from FGV, Wharton, London Business School, INSEAD and I.B.G.C., and is an active angel investor and advisory board member at various organizations.
“Marco knows this business from the inside, and he knows the Latin American software market as well as anyone,” said Pierre Schurmann, Founder, Chairman and Chief Executive Officer of Nuvini. “Having him back at the Board table gives us experienced judgment on integration and operating discipline at exactly the point in our strategy where it matters most.”
“I am glad to rejoin the Board and to contribute to the next stage of the Company’s growth and governance,” said Mr. Leone.
On July 28, 2026, the Company received a letter from the Nasdaq Listing Qualification notifying the Company that it was not in compliance with Nasdaq Listing Rule 5605, which requires the Company’s audit committee to be composed of a minimum of three independent directors, and granted a cure period until November 18, 2025. With the election of Mr. Leone as an independent director, the Company has regained compliance with Nasdaq Listing Rule 5605.
About Nuvini
Nuvini Group Limited (Nasdaq: NVNI) is a leading acquirer and operator of profitable business-to-business (B2B) software companies across Latin America and emerging markets. Nuvini acquires and scales established, cash-generating software businesses, providing capital, operational support and access to the public capital markets. For more information, visit www.nuvini.ai.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which may be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “will” and “should.” These statements are based on the Company’s current expectations and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including those described in the Company’s filings with the U.S. Securities and Exchange Commission, available at www.sec.gov. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them except as required by law.
Investor Relations Contact
Nuvini Group Limited | Investor Relations | [email protected]