Nvni Group Ltd 6-K, filed Feb 23, 2026
Nvni Group Ltd (NVNIF)
About this 6-K
Nvni Group Ltd filed this 6-K on February 23, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number:
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 ☐
EXPLANATORY NOTE
We are amending our Report of Foreign Private Issuer on Form 6-K originally furnished to the U.S. Securities and Exchange Commission on September 30, 2025 (the “Original Filing”), for the purpose of correcting errors in the unaudited interim consolidated financial statements and the notes to the unaudited interim consolidated financial statements relating to the accounting for the Smart NX deconsolidation and the Munddi acquisition.
Subsequent to the initial issuance of the unaudited interim financial statements as of and for the six-months ended June 30, 2025, the Company concluded that the previously issued unaudited interim consolidated financial statements contained errors relating to the accounting for the Smart NX deconsolidation and the Munddi acquisition. In addition to the restatement of the financial statements, certain historical information within the notes to the audited interim consolidated financial statements has also been restated to reflect the correction of the restatement adjustments.
The Company has evaluated the effect of the incorrect presentation, both qualitatively and quantitatively, and concluded that it had a material impact individually and, in the aggregate, as evaluated under the Securities and Exchange Commission Staff Bulletin No. 99, Materiality and IAS 8, Accounting Policies, Changes in Accounting Estimates and Error on the previously filed unaudited interim consolidated financial statements.
Note 3 of the attached unaudited interim financial statements as of and for the six-months ended June 30, 2025, as restated, include a description of the main line items impacted by the restatement illustrating the effect of the error corrections thereon.
1
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Unaudited interim consolidated statements as of and for the six-month period ended June 30, 2025 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. |
2
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: February 23, 2026 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Nvni Group Limited
Unaudited Interim Financial Statements as of and for the Six-months ended June 30, 2025
F-1
Nvni Group Limited
Unaudited Interim Condensed Consolidated Statements of Financial Position
As of June 30, 2025, and December 31, 2024
(In thousands of Brazilian reais, unless otherwise stated)
| Notes | 6/30/2025 (As Restated) | 12/31/2024 | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 8 | |||||||||||
| Trade accounts receivable, net | 9 | |||||||||||
| Short-term advances | ||||||||||||
| Other current assets | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Right-of-use assets, net | ||||||||||||
| Intangible assets, net | ||||||||||||
| Goodwill | ||||||||||||
| Other non-current assets | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| LIABILITIES | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable to suppliers | 12 | |||||||||||
| Salaries and labor charges | 11 | |||||||||||
| Loans and financing | 12 | |||||||||||
| Debentures | 14 | |||||||||||
| Exposure premium liability | 14 | |||||||||||
| Lease liability | 7 | |||||||||||
| Income taxes payable | ||||||||||||
| Taxes, fees and contributions payable | ||||||||||||
| Deferred revenue | 18 | |||||||||||
| Deferred and contingent consideration on acquisitions | 6 | |||||||||||
| Related parties | 10 | |||||||||||
| Other liabilities | 7 | |||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Loans and financing | 12 | |||||||||||
| Loans from investors | 13 | |||||||||||
| Taxes and contributions payable | ||||||||||||
| Lease liability | ||||||||||||
| Provisions for risks | 15 | |||||||||||
| Deferred taxes | ||||||||||||
| Derivative warrant liabilities | 16 | |||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||||||
| Share capital | 16 | |||||||||||
| Capital reserves | ||||||||||||
| Accumulated losses | ( | ) | ( | ) | ||||||||
| Other comprehensive income | ( | ) | ( | ) | ||||||||
| Total shareholders’ deficit, Equity attributable to owners | ( | ) | ( | ) | ||||||||
| Non-controlling interest | ( | ) | ||||||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||||||
| Total liabilities and shareholders’ deficit | ||||||||||||
The above consolidated statements of financial position should be read in conjunction with the accompanying notes.
F-2
Nvni Group Limited
Unaudited Interim Condensed Consolidated Statements
of Loss and Comprehensive
Loss for the six-months ended June 30, 2025, and 2024
(In thousands of Brazilian reais, unless otherwise stated)
| Six-Months Ended | ||||||||||||
| Notes | June 30, 2025 (As Restated) | June 30, 2024 | ||||||||||
| Net operating revenue | 18 | |||||||||||
| Cost of services provided | 19 | ( | ) | ( | ) | |||||||
| Gross profit | ||||||||||||
| Sales and marketing expenses | 19 | ( | ) | ( | ) | |||||||
| General and administrative expenses | 19 | ( | ) | ( | ) | |||||||
| Other operating (expenses) income, net | 19 | ( | ) | |||||||||
| Operating (loss) income | ( | ) | ||||||||||
| Financial income and expenses, net | 20 | ( | ) | ( | ) | |||||||
| Loss before income tax | ( | ) | ( | ) | ||||||||
| Income tax | 21 | ( | ) | ( | ) | |||||||
| Net loss | ( | ) | ( | ) | ||||||||
| Net loss attributed to: | ||||||||||||
| Owners of the Company | ( | ) | ( | ) | ||||||||
| Non-controlling interests | ||||||||||||
| Loss per share | ||||||||||||
| Basic and diluted loss per share (R$) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ||||||||
| Other comprehensive loss - foreign currency translation adjustment | ( | ) | ( | ) | ||||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||||||
The above condensed consolidated statements of loss should be read in conjunction with the accompanying notes.
F-3
Nvni Group Limited
Unaudited Interim Condensed Consolidated Statements
of
Shareholders’ Equity for the six-months ended June 30, 2025, and 2024
(In thousands of Brazilian reais, unless otherwise stated)
Equity attributable to Equity Holder of the Parent
| Share Capital | Capital Reserves | Accumulated Losses | OCI | Attributable to owners of the parent | Non- controlling interests | Total Equity | ||||||||||||||||||||||
| Balances as of December 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||||||
| Provision for share-based payment | ||||||||||||||||||||||||||||
| Other comprehensive income | ( | ) | ||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Share Capital | Capital Reserves | Accumulated Losses | OCI | Attributable to owners of the parent | Non- controlling interests | Total Equity | ||||||||||||||||||||||
| Balances as of December 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||||||
| Treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Provision for share-based payment | ||||||||||||||||||||||||||||
| Disposal of Subsidiary | ( | ) | ||||||||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of June 30, 2025 (As Restated) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
The above condensed consolidated statements of changes in equity should be read in conjunction with the accompanying notes.
F-4
Nvni Group Limited
Unaudited Interim Condensed Consolidated Statements
of Cash Flows
for the six-months ended June 30, 2025, and 2024
(In thousands of Brazilian reais, unless otherwise stated)
| Six-Months Ended | ||||||||
| June 30, 2025 (As Restated) | June 30, 2024 | |||||||
| Cash flow from operating activities | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Adjustments for: | ||||||||
| Depreciation and amortization | ||||||||
| Treasury stock | ( | ) | ||||||
| Share-based payment expense | ||||||||
| Adjustment in provision for risks | ( | ) | ( | ) | ||||
| Interest on loans, financing and debentures | ||||||||
| Interest on lease liabilities | ||||||||
| Allowance for expected credit loss | ( | ) | ||||||
| Loss (Gain) on disposal of assets | ( | ) | ||||||
| Deferred and contingent consideration adjustment | ||||||||
| Employee bonus provision | ||||||||
| Fair value of derivative warrant liabilities | ( | ) | ( | ) | ||||
| Write-off due to disposal | ||||||||
| Increase (decrease) in operating assets: | ||||||||
| Trade accounts receivable | ( | ) | ||||||
| Other assets | ( | ) | ( | ) | ||||
| (Decrease) increase in operating liabilities: | ||||||||
| Accounts payable to suppliers | ( | ) | ||||||
| Salaries and labor charges | ||||||||
| Taxes and fees | ||||||||
| Deferred revenue | ||||||||
| Other liabilities | ( | ) | ||||||
| Income taxes paid | ( | ) | ( | ) | ||||
| Net cash (used in) generated by operating activities | ( | ) | ||||||
| Investment activities | ||||||||
| Cash payments to acquire property and equipment | ( | ) | ( | ) | ||||
| Cash payments to acquire intangibles | ( | ) | ( | ) | ||||
| Acquisition of subsidiaries – net of cash acquired | ( | ) | ||||||
| Net cash used in investment activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Payment of principal loans and financing | ( | ) | ( | ) | ||||
| Interest paid | ( | ) | ( | ) | ||||
| Payment of principal portion of lease liabilities | ( | ) | ( | ) | ||||
| Net proceeds from (repayments of) debentures, loans, and financing | ( | ) | ||||||
| Capital increase | ||||||||
| Distributions paid to non-controlling interest | ( | ) | ( | ) | ||||
| Payment of principal on related party loans | ( | ) | ||||||
| Payment of deferred and contingent consideration on acquisitions | ( | ) | ( | ) | ||||
| Net cash (used in) generated by financing activities | ( | ) | ||||||
| Exchange rate changes on cash and cash equivalents of foreign subsidiaries | ( | ) | ||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | ||||||||
The above condensed consolidated statements of cash flows should be read in conjunction with the accompanying notes.
F-5
NVNI GROUP LIMITED
EXPLANATORY NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025
(Amounts expressed in thousands of reais-R$, except as otherwise indicated)
Note 1. Corporate and business information
Nvni Group Limited (“Nvni
Group” “Nuvini” or the “Company”) is a Cayman Island exempted limited liability company, incorporated on
Nvni Group is a holding company and conducts substantially all of its business through Nuvini S.A. and its acquired subsidiaries (collectively, the “Nuvini Acquired Companies”). For periods prior to February 26, 2023, the financial statements represent the results of operations of Nuvini S.A. and periods after February 26, 2023, represent the results of operations of Nvni Group. Nuvini and its subsidiaries, including the Nuvini Acquired Companies, will be referred to collectively herein as the “Group”.
Nuvini’s strategy is focused on acquiring and operating established companies in the business-to-business (“B2B”) software as a service (“SaaS”) market in Brazil and Latin America. Nuvini’s acquisition targets are generally profitable B2B SaaS companies with a consolidated business model, recurring revenue, positive cash generation and/or growth potential.
Nuvini’s business philosophy is to invest in established companies and foster an entrepreneurial environment that enables companies to become leaders in their respective industries, creating value through long-term partnerships with existing management teams and accelerating growth through improved commercial strategies, increased efficiency of internal processes and enhanced governance structures.
Consolidated subsidiaries
| Subsidiaries | Place of Business/Country of Incorporation | Equity Ownership Held by the Company 6/30/2025 | Equity Ownership Held by the Company 12/31/2024 | |||||||
| Effecti Tecnologia Web LTDA. (“Effecti”) | % | % | ||||||||
| Leadlovers Tecnologia LTDA. (“Leadlovers”) | % | % | ||||||||
| Ipe Tecnologia LTDA. (“Ipe”) | % | % | ||||||||
| Dataminer Dados, Informações e Documentos LTDA (“Datahub”) | % | % | ||||||||
| Onclick Sistemas de Informação LTDA. (“Onclick”) | % | % | ||||||||
| Simplest Software LTDA (“Mercos”) | % | % | ||||||||
| Smart NX | % | |||||||||
| Nuvini S.A | % | % | ||||||||
| Nuvini LLC | % | % | ||||||||
F-6
Effecti
Effecti sells access to the “My Effecti” platform, a tool used by companies that wish to participate in bids. Within the platform, bidders can find, register, dispute and monitor the notices issued by the Brazilian federal, state and municipal government through electronic trading sessions.
Leadlovers
Nuvini acquired
Leadlovers acquired Mundi, an online platform that connects brands with consumers, suppliers, and retail chains based in São Paulo, Brazil. This acquisition integrates Munddi into Nuvini’s expanding ecosystem of software companies, with a particular focus on retail and supply chain solutions.
Ipe
Nuvini acquired
Datahub
Nuvini acquired
Onclick
Nuvini acquired
| ● | A management ERP for retail, e-commerce, industry, distribution and services. |
| ● | Business management in technology offering IT solutions and business processes tailored to its customers. |
| ● | Complete integration solution to support various technologies involved in e-commerce operations. |
Mercos
Nuvini acquired
F-7
Smart NX
Nuvini acquired
Deconsolidation of Smart NX
On January 25, 2023, the
Company acquired a
The deconsolidation was a strategic decision, following an internal assessment of Smart NX’s projected cash flow generation relative to the remaining acquisition cost. In addition, the Company reallocated its strategic focus and investment toward the adoption of artificial intelligence (AI) within its core operations and product development, which is more closely aligned with its long-term growth objectives.
As of the deconsolidation date, Smart NX reported
net income of R$
Nuvini S.A.
Nuvini S.A. is a corporation duly incorporated under the laws of Brazil, with its head office at Rua Jesuíno Arruda, No. 769, Suite 20B, Itaim Bibi, São Paulo, Brazil. 04.532-082. Nuvini S.A. acquires and operates software companies within SaaS markets in Brazil. Nuvini S.A. is the leading private serial software business acquirer in Brazil and intends to use funding and capital markets access to continue expanding its acquisition strategy in Brazil and Latin America.
Nuvini LLC
Nuvini LLC was incorporated in the United States of America to explore opportunities for strategic partnerships abroad.
F-8
Note 2. Basis of presentation of the unaudited interim condensed consolidated financial information
The unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2025, have been prepared in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in an annual consolidated financial statement. Accordingly, this report is to be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2024. Additionally, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.
The accompanying unaudited condensed consolidated financial statements are presented in Brazilian Reais (“R$”) in conformity with IFRS Accounting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements comply with IFRS as issued by the International Accounting Standards Board.
Going concern
The accompanying interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
For the six-months ended
June 30, 2025, and 2024, the Company incurred a net loss of R$
To date, Nuvini has met its operations funding requirements primarily through the issuance of equity capital, loans and borrowings from financial institutions and related parties (including its CEO), private placements of debentures, deferred and/or contingent payment on acquisitions, and the issuance of subscription rights to investors, as well as from revenue generated from the Group’s operations. Nuvini S.A. holds debt in the Brazilian reais.
As of June 30, 2025 the Company
had current debt obligations outstanding of R$
On June 30, 2025, the Company
had cash and cash equivalents, including short-term investments, of R$
The Company’s future profitability and liquidity is particularly dependent upon the organic growth and operating performance of the Nuvini Acquired Companies and the expansion of its businesses through additional acquisitions of SaaS companies or SaaS-related assets. The Company cannot be certain when or if its operations will generate sufficient cash to fully fund its ongoing operations or the growth of its business. The Company’s business will likely require significant additional amounts of capital and expand operations to generate sufficient cash flow to meet its obligations on a timely basis.
The Company has determined that these factors raise substantial doubt about its ability to continue as a going concern.
F-9
Note 3. Restatement of financial information
Subsequent to the initial issuance of the unaudited interim financial statements as of and for the six-months ended June 30, 2025, the Company concluded that the previously issued unaudited interim consolidated financial statements contained errors relating to the accounting for the (1) Smart NX deconsolidation, (2) Munddi acquisition.
The following tables summarize the effects of the restatement adjustments to the Company’s restated unaudited interim consolidated statements as of and for the six-months ended June 30, 2025. In addition to the restatement of the financial statements, certain historical information within the notes to the audited interim consolidated financial statements has also been restated to reflect the correction of the restatement adjustments.
The Company has evaluated the effect of the incorrect presentation, both qualitatively and quantitatively, and concluded that it had a material impact individually and, in the aggregate, as evaluated under the Securities and Exchange Commission Staff Bulletin No. 99, Materiality and IAS 8, Accounting Policies, Changes in Accounting Estimates and Error on the previously filed unaudited interim consolidated financial statements.
The following are selected line items from the aforementioned unaudited interim condensed consolidated statements of financial position as of June 30, 2025, unaudited interim condensed consolidated statements of comprehensive loss for the six-months ended June 30, 2025, unaudited interim condensed consolidated statements of shareholders’ equity for the six-months ended June 30, 2025 and unaudited interim condensed consolidated statements of cash flows for the six-months ended June 30, 2025, illustrating the effect of the error corrections thereon:
Restated unaudited interim consolidated statement of financial position
| Previously Reported | Restatement Adjustments | Restatement Reference | As Restated | |||||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||||||||
| Accumulated losses | ( | ) | (a) | ( | ) | |||||||||
| Total shareholders’ deficit, Equity attributable to owners | ( | ) | Rx | ( | ) | |||||||||
| Non-controlling interest | ( | ) | (a) | ( | ) | |||||||||
Restated unaudited interim condensed consolidated statements of loss and comprehensive loss
| Previously Reported | Restatement Adjustments | Restatement Reference | As Restated | |||||||||||
| Other operating (expenses) income, net | ( | ) | ( | ) | (b) | ( | ) | |||||||
| Operating (loss) income | ( | ) | ( | ) | (b) | ( | ) | |||||||
| Loss before income tax | ( | ) | ( | ) | (b) | ( | ) | |||||||
| Discontinued operation | ( | ) | (c) | |||||||||||
| Net loss | ( | ) | ( | ) | Rx | ( | ) | |||||||
| Owners of the Company | ( | ) | ( | ) | (c) | ( | ) | |||||||
| Basic and diluted loss per share (R$) | ( | ) | ( | ) | Rx | ( | ) | |||||||
| Total comprehensive loss | ( | ) | ( | ) | Rx | ( | ) | |||||||
F-10
Restated unaudited interim condensed consolidated statements of cash flows
| Previously Reported | Restatement Adjustments | Restatement Reference | As Restated | |||||||||||
| Cash flow from operating activities | ||||||||||||||
| Loss before income tax | ( | ) | ( | ) | (b) | ( | ) | |||||||
| Write-off due to disposal | (d) | |||||||||||||
| Other assets | ( | ) | (d) | ( | ) | |||||||||
| Net cash (used in) generated by operating activities | ||||||||||||||
| Investment activities | ||||||||||||||
| Write-off due to discontinuation or disposal | ( | ) | (d) | |||||||||||
| Acquisition of subsidiaries – net of cash acquired | ( | ) | (e) | ( | ) | |||||||||
| Net cash (used in) investment activities | ( | ) | Rx | ( | ) | |||||||||
| Financing activities | ||||||||||||||
| Payment of deferred and contingent consideration on acquisitions | ( | ) | (e) | ( | ) | |||||||||
| Net cash (used in) generated by financing activities | Rx | |||||||||||||
| (1) | Smart NX deconsolidation | |
| (a) | The correction of the errors described above resulted in adjustments related to the change in the disposal of the Smart NX subsidiary through accumulated losses and derecognition of Smart NX NCI. Adjustment to the NCI presentation for subsidiary Mercos. |
| (b) | Change in the recognition of other operating expenses associated with the recognition of Smart NX net assets through profit or loss. | |
| (c) | Adjustment related to the write-off of the Smart NX investment in the consolidated parent financial statements. | |
| (d) | Reclassification of the write-off related to the disposal of Smart NX from investing activities to operating activities in the unaudited interim condensed consolidated statement of cash flows. |
| (2) | Munddi Acquisition | |
| (e) | Recognition of the Munddi acquisition, net of cash acquired, in the purchase of the subsidiary. |
Note 4. Summary of significant accounting policies
The interim unaudited condensed consolidated financial statements have been prepared in accordance with the accounting policies adopted in the Group’s most recent annual financial statements for the year ended December 31, 2024.
Use of estimates and judgments
The Company monitors its critical accounting estimates and judgments. For the interim period ended June 30, 2025, there were no changes in estimates and assumptions that present significant risks of assets and liabilities for the interim period, in relation to those detailed in Note 2. of the Company’s annual consolidated financial statements for the year ended December 31, 2024.
Note 5. Adoption of new and revised accounting standards
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual combined financial statements for the year ended December 31, 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
F-11
Note 6. Business Combination and Deferred and Contingent Consideration on Acquisitions
Business Combination
On May 15, 2025, the Company,
completed the acquisition of
The acquisition was accounted
for as a business combination under IFRS 3 - Business Combinations, using the acquisition method.
| Purchase consideration: | Amount | |||
| Cash paid at closing | ||||
| Fair value of contingent payment | ||||
| Total consideration transferred | ||||
The table below summarizes the fair values of acquired assets and liabilities assumed on the respective date of acquisition:
| Recognized amounts of identifiable assets acquired and liabilities assumed: | Amount | |||
| Cash and cash equivalents | ||||
| Accounts receivable | ||||
| Brand | ||||
| Technology software | ||||
| Total - assets | ||||
| Labor obligations | ( | ) | ||
| Tax obligations | ( | ) | ||
| Loans and financing | ( | ) | ||
| Deferred tax | ( | ) | ||
| Total - liabilities | ( | ) | ||
| Goodwill | ||||
| Net assets acquired | ||||
The goodwill is attributed mainly to the skills and technical talent of the Company’s workforce and the synergies expected in the integration of the entity into the Group’s existing business. The carrying values of assets acquired and liabilities assumed, except for intangibles assets, approximates fair value on the date of the acquisition due to their nature and terms.
The Company incurred immaterial acquisition-related costs and revenue and profit contributions as of June 30, 2025. If the acquisition had occurred on January 1, 2025, management estimates that the combined entity would have reported immaterial pro forma revenue and net profit.
Deferred and Contingent Consideration on Acquisitions
The Group’s current and non-current liabilities payable under the deferred and contingent consideration arrangements are detailed as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Current deferred and contingent consideration: | ||||||||
| Effecti | ||||||||
| Leadlovers | ||||||||
| Ipe | ||||||||
| Datahub | ||||||||
| Onclick | ||||||||
| Smart NX | ||||||||
| Munddi | ||||||||
| Total current deferred and contingent consideration | ||||||||
F-12
The current deferred and
contingent consideration (relating to fixed amounts) is accounted for as amortized cost.
| Balance at January 1, 2024 | ||||
| Payments | ( | ) | ||
| Interest | ||||
| Balance at December 31, 2024 | ||||
| Initial recognition of deferred and contingent consideration relating to acquisitions | ||||
| Payments | ( | ) | ||
| Interest | ||||
| Balance at June 30, 2025 |
Note 7. Financial instruments
The classification of financial instruments is presented in the following table. There are no financial instruments classified in categories other than those reported:
| Classification | Level | June 30, 2025 | December 31, 2024 | |||||||||
| Financial liabilities: | ||||||||||||
| Derivative warrants (note 16) | Level 1 | |||||||||||
| Exposure premium - debentures (note 14) | Level 3 | |||||||||||
| Deferred consideration on acquisitions (note 6) | ||||||||||||
| Loans and financing (note 12) | ||||||||||||
| Debentures (note 14) | ||||||||||||
| Related parties (note 7) | ||||||||||||
Gains and losses on financial instruments that are measured at FVTPL are recognized as financial income or expense in the statement of profit or loss for the period. The carrying amount of the Group’s financial assets approximates fair value as of June 30, 2025, and December 31, 2024.
Financial risk management
Liquidity risk
Liquidity risk is the risk in which the Group will encounter difficulties in complying with the obligations associated with its financial liabilities that are settled with cash payments or other financial assets. The approach of the Group in liquidity management is to ensure, as much as possible, that it always has sufficient liquidity to meet its obligations, under normal conditions, without causing unacceptable losses or with the risk of harming the Group’s reputation. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amounts will be significantly different, although actual payments may vary depending on market conditions and the Group’s future performance. The table below analyzes the Group’s financial liabilities by maturity ranges corresponding to the remaining period between the balance sheet date and the contractual maturity date. There are no financial liabilities exceeding three years, as the failure of the Group to meet covenants associated with the outstanding debentures resulted in the acceleration of the maturity of the debentures (see note 14 for additional information).
F-13
| June 30, 2025 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Other liabilities | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures(i) | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Lease liabilities | ||||||||||||
| Related parties | ||||||||||||
| Total | ||||||||||||
| December 31, 2024 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Other liabilities | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures(i) | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Lease liabilities | ||||||||||||
| Related parties | ||||||||||||
| Total | ||||||||||||
| (i) |
| Less than 1 year | 1 to 3 years | 3 to 5 years | Total Liabilities | June 30, 2025 | ||||||||||||||||
| Debentures | ||||||||||||||||||||
Note 8. Cash and cash equivalents
The components of cash and cash equivalents are as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Cash and cash equivalents | ||||||||
| Short-term investments | ||||||||
| Total | ||||||||
Short-term investments in
the Group consist of liquid investments earning interest based on
F-14
Note 9. Trade accounts receivable
Trade accounts receivable are amounts due from customers for services performed in the ordinary course of business.
| June 30, 2025 | December 31, 2024 | |||||||
| Trade accounts receivable | ||||||||
| Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Trade accounts receivable, net | ||||||||
The balance of trade accounts
receivable includes contract assets totaling R$
The following table shows the change in allowance for expected credit losses:
| As of January 1, 2024 | ( | ) | ||
| Allowance recorded during the year | ( | ) | ||
| As of December 31, 2024 | ( | ) | ||
| Reversal of provision | ||||
| As of June 30, 2025 | ( | ) |
The trade accounts receivable by aging category are distributed as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Aging list: | ||||||||
| Current | ||||||||
| Due up to 30 days | ||||||||
| Due from 30 to 60 days | ||||||||
| Due from 60 to 90 days | ||||||||
| Overdue from 90 to 180 days | ||||||||
| Overdue over 180 days | ||||||||
| Total | ||||||||
Note 10. Related parties
Transactions between related parties
The Group has entered into
loan agreements with certain shareholders, executives and directors. The amounts outstanding are unsecured and in the case of default
on payment, a fine of
The nature and purpose of transaction amounts and outstanding balances for related parties consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Related party loan-José Mário(i) | ||||||||
| Total loans from related parties | ||||||||
| (i) |
F-15
Key management compensation
The compensation of the Group’s executive management team is determined based on the Group’s compensation policy considering the performance of professionals, business areas and market trends.
Key management compensation is summarized as follows:
| June 30, 2025 | June 30, 2024 | |||||||
| Short-term compensation (including salary) | ||||||||
| Short-term employee benefits | ||||||||
| Share-based compensation | ||||||||
| Total | ||||||||
Note 11. Salaries and labor charges
The composition of salaries and labor charges are as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Wages payable | ||||||||
| Accrued labor benefits | ||||||||
| Labor taxes | ||||||||
| Total salaries and labor charges | ||||||||
Note 12. Loans and financing
The outstanding balance of loans and financing are summarized as follows:
| Interest Rate | Maturity | June 30, 2025 | December 31, 2024 | |||||||||||
| Loans: | ||||||||||||||
| Bradesco Bank | ||||||||||||||
| Santander Bank | ||||||||||||||
| Bradesco Bank | ||||||||||||||
| Bradesco Bank | ||||||||||||||
| Bradesco Bank | ||||||||||||||
| Itaú Bank | ||||||||||||||
| Itaú Bank | ||||||||||||||
| Bossa Nova | CDI - | |||||||||||||
| Total | ||||||||||||||
| Current | ||||||||||||||
| Non-current | ||||||||||||||
Per the terms of the bank loan agreements, the institution may consider the loan to be due early in the case of certain events such as corporate reorganization or change of control. As of the date of these financial statements, there have been no calls for early maturity of the loans.
F-16
The amounts recorded in non-current liabilities have the following maturity schedule:
| June 30, 2025 | December 31, 2024 | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Non-current liabilities | ||||||||
The following is a summary of loan activity as of June 30, 2025, and December 31, 2024:
| Balance as of January 1, 2024 | ||||
| Additions | ||||
| Interest accrual | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| Balance as of December 31, 2024 | ||||
| Additions | ||||
| Interest accrual | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| Balance as of June 30, 2025 |
Accounts payable to suppliers
The breakdown of Trade and other payables is as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Suppliers- national and foreign | ||||||||
| Trade accounts payable | ||||||||
Note 13. Loans from investors
The following is a summary of investor loan activity as of June 30, 2025, and December 31, 2024:
| As of January 1, 2024 | ||||
| Additions | ||||
| Interest accrual | ||||
| As of December 31, 2024 | ||||
| Amortization | ( | ) | ||
| Interest accrual | ||||
| As of June 30, 2025 |
F-17
Note 14. Debentures
The following is a summary of activity related to the debentures:
| As of January 1, 2024 | ||||
| Interest incurred | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of December 31, 2024 | ||||
| Interest incurred | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of June 30, 2025 |
Collateral and guarantees
As of June 30, 2025, and December 31, 2024, all the shares representing the share capital of the subsidiaries Effecti, Leadlovers, Onclick and Datahub, have been pledged as collateral.
Covenants
The debentures have covenants
normally applicable to these types of operations related to the meeting of economic-financial indices on an annual basis, including (i)
gross debt indicator / pro forma EBITDA ratio less than or equal to 3.0x; (ii) pro forma EBITDA margin in relation to net revenue greater
than or equal to
As of December 31, 2024, the Company did not meet the debt service coverage index covenant, as the calculated index was 0.7x which is less than the 4.0x targeted threshold. The Company requested a waiver for the covenant violation on April 24, 2025, which would alleviate any Company concerns regarding a potential early debt maturity due to the covenant breach. The debenture holders granted the Company’s request on April 29, 2025.
As of June 30, 2025, the Group was not in compliance with these covenants, however, the Group had obtained a waiver in April 2025, which remained in effect as of June 30, 2025.
Exposure premium
As of June 30, 2025, and
December 31, 2024, the fair value of the Exposure Premium was R$
F-18
Note 15. Provision for risks
Provisions for risks are recognized when: (i) the Group has a present or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the value can be reliably estimated. The provisions for risks are estimated, considering management’s judgements, based in part on the advice and counsel of the Company’s legal advisors, as to the probability of loss and expected future amounts to settle the obligations.
The provision liability for
the periods ended June 30, 2025, and December 31, 2024, were recorded for labor and tax contingencies in connection with recognition of
Company acquisitions. After the acquisitions, due to the increase in employee headcount, the Group established a provision for the related
employee labor risk of the acquired workforce related to an infraction notice for the period 2017 to 2022, whose tax authority understands
that the Brazilian Municipal Service Tax (“ISS”) due would be
The provision activity on June 30, 2025, and December 31, 2024, is as follows:
| At January 1, 2024 | ||||
| Reversal of provision | ( | ) | ||
| Provision recorded during the period | ||||
| At December 31, 2024 | ||||
| Reversal of provision | ( | ) | ||
| Provision recorded during the period | ||||
| At June 30, 2025 |
There were no changes in contingent liabilities recorded as of June 30, 2025.
Note 16. Equity and divestitures
Share capital
The following table illustrates the shareholders’ equity of the Company after being retrospectively adjusted by the share split in line with capital restructuring of the Group in conjunction with the SPAC merger:
| Shares | ||||
| As of January 1, 2024 | ||||
| Shares issued | ||||
| As of June 30, 2024 | ||||
| Shares issued | ||||
| As of December 31, 2024 | ||||
| As of January 1, 2025 | ||||
| Shares issued | ||||
| As of June 30, 2025 (*) | ||||
| (*) |
F-19
The distribution of shareholders’ capital as of June 30, 2025, is as follows:
| Shareholders | % Participation | Common Shares | Subscribed and Paid- In Share Capital (R$) | |||||||||
| Former Nuvini Stockholders (Nuvini Holdings Limited) | % | |||||||||||
| Public Stockholders | % | |||||||||||
| Mercato Founders | % | |||||||||||
| PIPE Investors | % | |||||||||||
| Total | % | |||||||||||
Derivatives
The Group has recognized the following movement in the Company’s warrant obligations:
| Total | ||||
| Balance at January 1, 2025 | ||||
| Change in fair value | ( | ) | ||
| Balance at June 30, 2025 | ||||
Non-controlling Interest
The following table summarizes the movement in the Company’s non-controlling interests in Mercos:
| At January 1, 2024 | ||||
| Share of profit for the year | ||||
| Payment of dividends | ( | ) | ||
| At December 31, 2024 | ||||
| Share of profit for the period | ||||
| Payment of dividends | ( | ) | ||
| At June 30, 2025 | ( | ) |
F-20
Note 17. Net loss per share
As the Company reported a
loss for the six-month period ended June 30, 2025, and 2024, the number of shares used to calculate diluted loss per share of common shares
attributable to common shareholders is the same as the number of shares used to calculate basic loss per share of common shares attributable
to common shareholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the
calculation.
| Six-Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net loss | ( | ) | ( | ) | ||||
| Weighted average shares outstanding-basic and diluted | ||||||||
| Net loss per ordinary share-basic and diluted | ( | ) | ( | ) | ||||
Note 18. Net operating revenue
The Group recognizes operating revenue from its B2B SaaS platform where revenues are disaggregated as SaaS platform subscription services, and data analytics service, set-up and other services. Revenues are recorded net of applicable municipal service taxes (ISS) and federal vat (PIS and COFINS) taxes, as well as contract cancellations and returns.
Below is a summary of net operating revenue for the six-month periods ended June 30, 2025, and 2024:
| June 30, 2025 | June 30, 2024 | |||||||
| Gross operating revenue | ||||||||
| Revenue deductions: | ||||||||
| Cancellations and returns | ( | ) | ( | ) | ||||
| Taxes on services | ( | ) | ( | ) | ||||
| Total revenue deductions | ( | ) | ( | ) | ||||
| Net operating revenue | ||||||||
Disaggregation of net operating revenue for the six-month periods ended June 30, 2025, and 2024, is as follows:
| June 30, 2025 | June 30, 2024 | |||||||
| Platform subscription service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from platform subscription service | ||||||||
| Data analytics service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from data analytics service | ||||||||
| Set-up and service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from set-up and service | ||||||||
| Other revenue | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Other revenue | ||||||||
| Total net operating revenue | ||||||||
F-21
Contract assets and deferred revenue related to contracts with customers
The Group has recognized the following contract assets (included within trade accounts receivable) and deferred revenue related to contracts with customers.
The contract asset activity as of June 30, 2025, and December 31, 2024, is as follows:
| At January 1, 2024 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| Increase from changes based on work in progress | ||||
| At December 31, 2024 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| Increase from changes based on work in progress | ||||
| At June 30, 2025 |
The deferred revenue activity as of June 30, 2025, and December 31, 2024, is as follows:
| At January 1, 2024 | ||||
| Increase in deferred revenue in the current year | ||||
| Revenue recognized during the current year | ( | ) | ||
| At December 31, 2024 | ||||
| Increase in deferred revenue in the current period | ||||
| Revenue recognized during the current period | ( | ) | ||
| At June 30, 2025 |
Note 19. Cost and expenses by nature
The operating costs and expenses by nature for the six-month periods ended June 30, 2025, and 2024, are as follows:
| June 30, 2025 | June 30, 2024 | |||||||
| Payroll | ( | ) | ( | ) | ||||
| Third-party services and others | ( | ) | ( | ) | ||||
| Business and marketing expenses | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Amortization | ( | ) | ( | ) | ||||
| Audit and consulting | ( | ) | ( | ) | ||||
| Other administrative expenses | ( | ) | ( | ) | ||||
| Provisions | ||||||||
| Total | ( | ) | ( | ) | ||||
| Cost of services provided | ( | ) | ( | ) | ||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other operating income (expenses), net | ( | ) | ||||||
| Total | ( | ) | ( | ) | ||||
F-22
Note 20. Financial income and expense, net
The financial income and expense, net for the six-month periods ended June 30, 2025, and 2024, is composed of the following:
| June 30, 2025 | June 30, 2024 | |||||||
| Financial income: | ||||||||
| Income on financial investments | ||||||||
| Interest income | ||||||||
| Discounts obtained | ||||||||
| Exchange variation (foreign exchange profit) | ||||||||
| Total | ||||||||
| Financial Expenses: | ||||||||
| Contingent consideration fair value adjustments | ( | ) | ||||||
| Interest and penalty on contingent consideration by amortization cost | ( | ) | ||||||
| Earnout penalty | ( | ) | ||||||
| Interest on loans, financing and debentures | ( | ) | ( | ) | ||||
| Other interest and expense | ( | ) | ( | ) | ||||
| Exchange variation (foreign exchange losses) | ( | ) | ( | ) | ||||
| Total | ( | ) | ( | ) | ||||
| Financial income and expense, net | ( | ) | ( | ) | ||||
Note 21. Income tax
Considering that the Company
is domiciled in Cayman and there is no income tax in that jurisdiction, the combined tax rate of
Current tax
| As of June 30, | ||||||||
| 2025 | 2024 | |||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax recorded in the income for the period | ( | ) | ( | ) | ||||
| Current tax | ( | ) | ( | ) | ||||
| Deferred tax | ||||||||
| Effective tax rate | % | % | ||||||
Deferred tax liability
As of June 30, 2025, and
December 31, 2024, deferred tax liabilities are recognized for the temporary differences between the book and tax basis of intangible
assets recorded in connection with business combinations in the amount of R$
Note 22. Segment information
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. For reviewing the operational performance of the Group and for the purpose of allocating resources, the Chief Operating Decision Maker (“CODM”) of the Group, identified as the Chief Executive Officer, reviews the consolidated results as a whole. The CODM considers the Group a single operating and reportable segment, when monitoring operations, making decisions on capital and investment allocations and evaluating performance.
F-23
Segment revenue and non-current assets by geographical area
In presenting the geographical
information, revenue is based on the region in which the customer is located. All intellectual property is located in Brazil. Assets are
based on the geographic locations of the assets which are also centrally located in Brazil; therefore, the Group operates in
For the six-month periods
ended June 30, 2025, and 2024, the Group generated
The Company’s non-current assets are entirely located in Brazil as of June 30, 2025, and December 31, 2024.
Note 23. Supplementary items to the cash flow
For the six-month period ended June 30, 2024, the Company did not enter into any significant non-cash activities. In the six-month period ended June 30, 2025, the Group recorded the following non-cash transactions:
| June 30, 2025 | ||||
| Business combination: | ||||
| Trade accounts receivable, net | ||||
| Intangible assets | ||||
| Goodwill | ||||
| Salaries and labor charges | ( | ) | ||
| Loans and financing | ( | ) | ||
| Taxes and fees | ( | ) | ||
| Deferred and contingent consideration | ( | ) | ||
| Deferred taxes | ( | ) | ||
| Remeasurement of current lease liability: | ||||
| Right-of-use assets | ||||
| Lease liability | ( | ) | ||
Note 24. Subsequent events
The Group evaluated subsequent events and transactions that occurred after the balance sheet date up to September 30, 2025, the date the financial statements were available to be issued.
On July 29, 2025 Nvni Group
Limited, a Cayman Islands exempted company (the “Company”), entered into a Settlement Agreement and Release (“Ryan Settlement
Agreement”) and an Amendment to a Subscription Agreement (the “Ryan Subscription Agreement Amendment”) with Ryan Davis
(“Ryan”) pursuant to which the Company and Ryan agreed to terms of a settlement structure and amended a certain Subscription
Agreement dated as of December 20, 2023 (the “Ryan Original Agreement”). The Ryan Original Agreement provided Ryan the right
to require the Company to purchase all or any portion of the ordinary shares, par value US$
F-24
On July 29, 2025 the Company
entered into a Settlement Agreement and Release (“Sean Settlement Agreement”) and an Amendment to a Subscription Agreement
(the “Sean Subscription Agreement Amendment”) with Sean Davis (“Sean”) pursuant to which the Company and Sean
agreed to terms of a settlement structure and amended a certain Subscription Agreement dated as of December 20, 2023 (the “Ryan
Original Agreement”). The Sean Original Agreement provided Sean the right to require the Company to purchase all or any portion
of the ordinary shares, par value US$
The Company issued a press release announcing the next phase of its strategic AI initiative with the launch of the NuviniAI Prize, a national competition designed to accelerate artificial intelligence (“AI”) innovation across Brazil’s B2B software ecosystem.
On August 18, 2025, the “Company issued a press release announcing the implementation of a new executive compensation program designed to align leadership performance with long-term growth objectives (the “Program”). The Program links executive rewards to key performance metrics including Return on Invested Capital (ROIC) and Net Revenue Organic Growth (NROG).
On August 28, 2025, the “Company
received a notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company
has regained compliance with the requirement to maintain a minimum Market Value of Listed Securities (“MVLS”) of US$
On September 30, 2025, the
Company issued a press release announcing it signed a binding term sheet to acquire MK Solutions, the leading ERP for internet providers
in Brazil. The acquisition is expected to bring an additional R$
F-25
On October 14, 2025, the Company received a letter
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has
determined to delist the Company’s securities from The Nasdaq Capital Market (the “Delisting Determination Letter”).
The determination was made as a result of the Company’s failure to maintain compliance with Nasdaq Listing Rule 5550(a)(2) (the
“Minimum Bid Price Rule”), which requires listed securities to maintain a minimum bid price of US$
On December 05, 2025, Nvni
Group Limited (the “Company”) announced that Founder and Chief Executive Officer Pierre Schurmann has entered into a binding
investment agreement to invest US$
On December 11, 2025, the
Company entered into a Securities Exchange Agreement (the “Securities Exchange Agreement”) with the holder (the “Holder”)
of the Existing Note in the aggregate outstanding principal amount of US$
On December 11, 2025, the
Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Purchaser, pursuant to
which the Company sold to the Purchaser a senior secured note in an aggregate principal amount of US$
On December 23, 2025, Nvni
Group Limited announced that it renegotiated certain earnout contingent liabilities with founders of previously acquired portfolio companies,
resulting in an approximately
F-26