Nvni Group Ltd F-3, filed Jan 26, 2026
Nvni Group Ltd (NVNIF)
As filed with the U.S. Securities and Exchange Commission on January 26, 2026
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nvni Group Limited
(Exact name of registrant as specified in its charter)
| Cayman Islands | 7372 | 98-1721993 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
P.O. Box 10008, Pavilion East, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Tel: (+55 11) 5642-3370
(Address and telephone number of registrant’s principal executive offices)
Cogency Global, Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Ross D. Carmel, Esq. Thiago A. Spercel, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31st Floor New York, NY 10036 (212) 930-9700 |
Approximate date of commencement of proposed sale to the public: From time to time after the date this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
☒ Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion dated January 26, 2026
Up to 17,715,374 Ordinary Shares
PROSPECTUS
Nvni Group Limited
This prospectus relates to the resale, from time to time, of up to an aggregate of 17,715,374 ordinary shares of the Company, US$0.0001 par value per share (“Ordinary Shares”), by the selling shareholder named elsewhere in this prospectus (“Selling Shareholder”). The Ordinary Shares included in this prospectus consist of (i) Ordinary Shares issuable upon conversion of a senior secured convertible note issued pursuant to a Securities Exchange Agreement entered into on December 11, 2025, with an aggregate principal amount of US$5,662,000 (the “Exchange Note”), and (ii) Ordinary Shares issuable upon conversion of a senior secured convertible note issued pursuant to a Securities Purchase Agreement entered into on December 11, 2025, with an aggregate principal amount of US$2,865,000 (the “SPA Note” and, together with the Exchange Note, the “Notes”).
The Notes are convertible into Ordinary Shares at a conversion price determined pursuant to the terms of the applicable Note, which may be based on a fixed price or a variable price derived from the trading price of the Ordinary Shares, subject to customary adjustments and a floor price. The number of Ordinary Shares issuable upon conversion of the Notes will vary based on the applicable conversion price in effect at the time of conversion, and such number may be substantially greater than the number of Ordinary Shares registered hereby.
This prospectus also covers any additional Ordinary Shares that may become issuable upon any anti-dilution adjustment pursuant to the terms of the Notes issued to the Selling Shareholder by reason of stock splits, stock dividends and other events described therein. Because the conversion price under the Notes is subject to adjustment based on market conditions and periodic floor price resets, the total number of Ordinary Shares issuable upon conversion cannot be determined at this time.
See the section entitled, “Selling Shareholder” for additional information regarding the Selling Shareholder.
The Selling Shareholder, or its respective transferees, pledgees, donees or other successors-in-interest, may sell the Ordinary Shares at prevailing market or privately negotiated prices, including in one or more transactions that may take place by ordinary broker’s transactions, privately negotiated transactions or through sales to one or more dealers for resale. The Selling Shareholder may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholder may sell the Ordinary Shares issuable upon conversion of the Notes, as applicable, here under following the effective date of this registration statement of which this prospectus forms a part. Beginning in February 2026, the Notes provides for monthly redemption amounts that may be satisfied, subject to certain conditions, through the issuance of Ordinary Shares, which may result in ongoing resales of Ordinary Shares from time to time. We provide more information about how a Selling Shareholder may sell its shares in the section titled “Plan of Distribution” in this prospectus.
We are registering the Ordinary Shares issuable upon conversion of the Notes on behalf of the Selling Shareholder, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholder in the offering described in this prospectus. Except for limited circumstances involving cash payments required under the terms of the Notes, conversions of the Notes are expected to be settled in Ordinary Shares. See “Use of Proceeds.”
We cannot predict when and in what amounts or if at all, the Notes will be converted. Conversions of the Notes are subject to a beneficial ownership limitation that generally restricts the Selling Shareholder from converting the Notes to the extent such conversion would result in beneficial ownership of more than 9.99% of our outstanding Ordinary Shares, which may delay or limit conversions. We have agreed to bear all of the expenses incurred in connection with the registration of the Ordinary Shares issuable upon conversion of the Notes. The Selling Shareholder will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Ordinary Shares.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
We are a “foreign private issuer” as defined under applicable Securities and Exchange Commission (the “SEC”) rules and an are eligible for reduced public company disclosure requirements. In addition, our officers, directors and principal shareholders will be exempt from the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “NVNI”, and our public warrants are listed on The Nasdaq Capital Market under the symbol “NVNIW”. On January 23, 2026, the closing price of our Ordinary Shares was US$2.91.
You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Investing in the Company’s securities involves risks. See “Risk Factors” in this prospectus for more information.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated January 26, 2026.
TABLE OF CONTENTS
i
This prospectus is part of a registration statement on Form F-3 that we filed with the SEC. The Selling Shareholder named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us, the securities being offered by the Selling Shareholder and other information you should know before investing.
You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Any amendment or supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such amendment or supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. See “Where You Can Find More Information.”
Neither we nor the Selling Shareholder have authorized any other person to provide you with different or additional information. Neither we nor the Selling Shareholder take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to in this prospectus have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, any you may obtain copies of those documents as described under “Where You Can Find More Information.”
Neither we nor the Selling Shareholder are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Except as otherwise set forth in this prospectus, neither we nor the Selling Shareholder have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.
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The Selling Shareholder may offer and sell the securities directly to purchasers, through agents selected by the Selling Shareholder, or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”
This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Certain amounts that appear in this prospectus may not sum due to rounding.
Unless the context indicates otherwise, the terms “Nvni,” the “Nuvini Group,” “Nuvini,” “Company,” “we,” “us” and “our” refer to Nvni Group Limited, a Cayman Islands exempted company, and its subsidiaries.
Unless otherwise indicated, information contained in this prospectus concerning our industry and the regions in which we operate, including our general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts, which we believe to be reliable based upon our management’s knowledge of the industry. We have not independently verified the accuracy and completeness of such third-party information to the extent included in this prospectus. Such assumptions and estimates of our future performance and growth objectives and the future performance of our industry and the markets in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” and “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
| ● | the Company’s financial performance; | |
| ● | the ability to maintain the listing of the Ordinary Shares on Nasdaq; | |
| ● | changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; | |
| ● | the Company’s ability to develop and launch new products and services; | |
| ● | the Company’s ability to successfully and efficiently integrate future expansion plans and opportunities; | |
| ● | the Company’s ability to grow its business in a cost-effective manner; | |
| ● | the Company’s product development timeline and estimated research and development costs; |
| ● | the implementation, market acceptance and success of the Company’s business model; | |
| ● | developments and projections relating to the Company’s competitors and industry; | |
| ● | the Company’s approach and goals with respect to technology; | |
| ● | the Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; | |
| ● | the impact of war, state, terror threats or adverse public health developments on the Company’s business; | |
| ● | changes in applicable laws or regulations; and | |
| ● | the outcome of any known and unknown litigation and regulatory proceedings. |
These forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent date, and no obligation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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This summary highlights selected information contained elsewhere, or incorporated by reference, in this prospectus. This summary does not contain all the information that you should consider before investing in our securities. Before making an investment decision, you should read this entire prospectus carefully, especially “Risk Factors” and the financial statements and related notes thereto, and the other documents to which this prospectus refers. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements” for more information.
Our Company
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 the existing management of the acquired companies (the “Nuvini Acquired Companies”) and accelerating the growth of acquired companies through improved commercial strategies, increased efficiency of internal processes, and enhanced governance structures. While Nuvini’s acquisition targets are generally profitable, Nuvini is an early-stage company with a history of operating losses.
Nuvini’s core strategy is to acquire, operate, retain and partner with existing management of established companies. Nuvini believes that the businesses it has acquired have the potential to be leaders in their respective markets due to Nuvini’s culture that facilitates each Nuvini Acquired Company to operate independently and encourages them to partner with Nuvini’s management. Nuvini chose each of the Nuvini Acquired Companies because it believes that their respective existing management teams understand the economics of their respective industries better than most of their competitors, thereby promoting long-term success for each Nuvini Acquired Company within each specific industry.
Nuvini believes it creates value through long-term partnerships by focusing on accelerating the growth of each Nuvini Acquired Company through strengthening its commercial strategies, increasing the efficiency of internal processes and enhancing its governance structure. With a diversified portfolio of business-to-business (“B2B”) companies in multiple markets, Nuvini believes it has the experience and expertise to optimize the performance of the Nuvini Acquired Companies’ businesses and expedite their development. Nuvini believes it optimizes performance by providing back-office support, which allows for the standardization of processes and benefits, and leverages people and talent consistently across the Nuvini Group.
The Nuvini Acquired Companies offer proprietary software-as-a-service (“SaaS”) products to their clients to meet certain critical requirements. Nuvini believes that the Nuvini Acquired Companies’ products and services enable each of their respective clients to increase sales, improve client service, increase team productivity and operate more cost-effectively.
Nuvini believes that acquiring SaaS companies that are consistent with its business philosophy enhances its ability to earn above average returns on its capital.
Nuvini believes it continues to foster organic growth by expanding the Nuvini Acquired Companies’ client, geographic and product reach. Nuvini’s acquisition strategy is to select target companies based on financial metrics (such as recurring revenue and positive cash generation), relevant growth potential and the target company’s discrete market within the SaaS industry.
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Business Model
Nuvini acquires, manages and builds SaaS companies that have strong cash generation and revenue growth, are leaders in fragmented markets and generate a recurring, solid client base with low client turnover. Below is a discussion of Nuvini’s business model in acquiring target companies and accelerating Nuvini Acquired Companies’ efficiencies and growth:
Acquire
Nuvini’s business model is focused on acquiring profitable B2B SaaS companies with the following characteristics: a cohesive and focused business model, recurring revenue, positive cash generation and relevant growth potential. Further, Nuvini opts for acquiring companies that are leaders in discrete markets. Nuvini prides itself of a quick and efficient capital allocation process, combined with a diligent and repeatable mergers and acquisitions (“M&A”) process. Nuvini aims to achieve this by executing the following during the M&A process:
| ● | Conducting robust due diligence on historical financial statements, KPIs, legal and tax position with external consulting, best practices connected with founders’ earnout value; |
| ● | Establishing an Investment Committee for monitoring and approving new mergers and acquisitions; and |
| ● | Causing the board of directors of Nuvini (the “Board”) to review the fit between the portfolio/acquisition target’s strategy and Nuvini’s strategy. |
Manage
The graphic below illustrates Nuvini’s business model of managing the Nuvini Acquired Companies.
Once Nuvini acquires a SaaS company, Nuvini focuses on managing it according to the following principles:
Accelerate Efficiency and Growth: Nuvini has a vision and strategy to focus on growth and best practices. In an effort to maximize each Nuvini Acquired Company’s performance, Nuvini provides back-office support, which includes but is not limited to, talent training and sourcing, accounting standardization, and audit support. The back-office support standardizes processes and benefits and leverages people and talent consistently across the Nuvini Group. By utilizing talent sourcing and retention strategies from the Nuvini Group, Nuvini provides training for talent across the Nuvini Acquired Companies.
Decentralized Management Structure: Each Nuvini Acquired Company has experienced management teams operating in each of its respective SaaS companies, backed by Nuvini’s infrastructure. The results of the financial performance of the Nuvini Acquired Companies are consolidated and reviewed at the level of Nuvini for purposes of making decisions concerning financial management. Nuvini provides financial and strategic expertise with respect to capital allocation, acquisitions, finance, tax, compensation policy and recruitment.
Each Nuvini Acquired Company’s management is motivated to administer its business in a highly focused manner. Management of each Nuvini Acquired Companies are encouraged to leverage their respective market sector knowledge in order to maximize the growth opportunities, profitability and return on capital employed within their business.
The Nuvini Group’s decentralized management structure has allowed the Nuvini Group to facilitate separate management teams with key client relationships and deep market sector knowledge that are more focused and efficient than would be the case under a centralized management model. This creates a high degree of scalability within the Nuvini Group’s business model and provides the Nuvini Group with the opportunity to continue growing over both the short- and long-term.
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Build
Once an acquired business begins to achieve targeted financial performance, Nuvini shifts its focus to building the business through autonomy, people, finance and continued growth as follows:
Autonomy: Nuvini believes that a key strength in Nuvini’s growth strategy is that each Nuvini Acquired Company is not required to integrate onto the same enterprise resource planning (“ERP”). Nuvini accomplishes this by utilizing ERP software to consolidate information across the Nuvini Acquired Companies, which connects the Nuvini Acquired Companies’ operations by leveraging the Nuvini Acquired Companies’ legacy ERP. This approach mitigates the risks associated with post-acquisition integration, allowing each business to maintain its own identity and organization while keeping that business structurally separate. Without requiring integration, Nuvini believes it can attract better entrepreneurs and allow Nuvini’s founders to deliver the best practices for the Nuvini Group.
People and Finance: Nuvini focuses on identifying the best talent sources, deploying relevant training and retaining top talent in the industry. Nuvini focuses on best practices in talent acquisition and retention and aims to reduce employee turnover and hiring timespan.
Additionally, for each acquired business, Nuvini develops a talent-focused succession strategy for the post-earnout period. From a finance perspective, Nuvini implements accounting standardization across the Nuvini Acquired Companies, and will undergo an annual audit by an accounting firm. By utilizing a shared back-office approach, the Nuvini Group benefits from efficiencies in a standardized contract, as the contract can be leveraged across various acquired companies.
Growth: Nuvini continues to seek opportunities to grow its portfolio by providing guidance as an advisor to companies other than the Nuvini Acquired Companies and engaging in tuck-in acquisitions. Tuck-in acquisitions occur when Nuvini absorbs a target company to incorporate a specific resource of that target company to grow Nuvini’s market share. Nuvini believes this is beneficial because such acquisitions are designed to increase an existing client base.
Capabilities of the Nuvini Acquired Companies
Nuvini seeks to buy, manage and grow SaaS companies that provide mission-critical services. Listed below are the Nuvini Acquired Companies and their respective offerings. As of June 30, 2025, the Nuvini Acquired Companies with a material contribution to Nuvini’s revenues are Effecti, Ipê and Mercos.
| 1. | Effecti - On October 30, 2020, Nuvini S.A. acquired 100% of the equity interest in Effecti. Effecti operates the “My Effecti” bidding platform, through which bidders can find, register, dispute and monitor the notices issued by the Brazilian federal, state and municipal government through electronic trading sessions. Effecti operates the “My Effecti” bidding platform, through which bidders can find, register, dispute and monitor the notices issued by the Brazilian federal, state and municipal government through electronic trading sessions. Effecti’s team of specialists works on developing industry leading tools to deliver safer and more efficient performance to contract bidders conducting business with the Brazilian government. Effecti’s services simplify processes through automated innovative solutions in a transparent and secure way, reduce the time their clients spend performing tasks during the contract bidding process and enable their clients to focus on increasing their revenues. The software allows clients to: (i) screen and find related bids that are to their product and services through smart filters, (ii) register the proposals in the main public bidding portals, (iii) automate bids, which allows for several simultaneous trading sessions and (iv) centralize all messages in one environment, which optimizes the end to end process. Effecti’s revenue is based entirely on monthly software licensing and does not participate or generate any commission, directly or indirectly, from the transactions its platform facilitates. |
| 2. | Leadlovers - On February 5, 2021, Nuvini S.A. acquired 100% of the equity in Leadlovers. Leadlovers provides an easy-to-use platform that assists entrepreneurs in creating digital products and supports entrepreneurs’ online businesses by providing them samples and templates of webpages, digital marketing tools and client service support in Portuguese. Leadlovers renders client support via marketing lead capture and generation (5,000 leads, page builder, page templates, forms Facebook lead ads, unlimited shipping emails, lead tracking), engagement (e-mail automation, sales funnel, SMS marketing, e-learning, members area) and analysis (open rate, click and shipping, lead scoring, leads segmentation and metrics reports). The software is built on three pillars: content, management and integration. The first pillar, content, not only focuses on personalization, such as allowing a client to customize email chains and SMS to be sent to a client’s desired contact list, but also educates potential clients through online course offerings in a personalized environment. The second pillar, management, focuses on creation and organization. Entrepreneurs may be able to create web pages, advertise and convert visitors into leads, as well as track and manage traded sales opportunities in real time. The third pillar, integration, deals with access and use of application programming interfaces of major financial institutions and Nuvini’s CRM technology, which clients can integrate into their marketing and sales operations. Leadlovers has a diverse database of clients, as it targets autonomous workers and small and medium-sized enterprises. |
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| 3. | Ipê Digital - On February 19, 2021, Nuvini S.A. acquired 100% of the equity interest in Ipê Digital. Ipê Digital offers its clients with support services related to revenue, products and inventory, sales and cashier, managing service orders, issuance of reports, financial control, SMS sending, integration between stores, integration with laboratory, client permissions and issuance of slips. Ipê Digital’s services assist its clients in maintaining client relationships, enhancing sales, cashier and work orders management, its sales and marketing and financial management. |
| 4. | Datahub - On February 19, 2021, Nuvini S.A. acquired 100% of the equity interest in Datahub. Datahub offers marketing and sales solutions including market analysis, historical market studies, knowledge of client portfolios, visualization of results in thematic maps and lead generation, that aim to enrich its client base and prospects. Datahub also renders risk and compliance services, including fraud prevention, collection and recovery, credit risk, anti-money laundering, Know Your Customer and M&A due diligence services. Datahub uses Big Data Analytics, meaning the process of examining large and complex data sets to help organizations make informed business decisions, Machine Learning and client knowledge, connecting Datahub’s data to its clients’ systems in an effort to lower client costs and provide more accurate results. |
| 5. | OnClick - On April 22, 2021, Nuvini S.A. acquired 100% of the equity interest in OnClick. OnClick is a SaaS B2B company focused on developing ERP solutions for retail, e-commerce, industry, distribution and services. OnClick has four ERP systems: OnClick ERP (enables real-time management views that ensure practicality in processes, reliability in decision-making and more efficiency and productivity), OnClick KPL (offers solutions to the challenges faced by online retailers, whether in inventory management, financial management or order flow agility), OnClick KPL Start (streamlined version of the leading back office software for e-commerce), and OnClick PDV (offers features that deliver more performance, security and connectivity to a client’s business). Additionally, OnClick offers OnClick Partner, which is a program aimed at clients interested in expanding their portfolio of Solutions and adding value to their businesses. OnClick Partner includes training and certification through OnClick Academy, generation and routing of qualified leads by region, client relationship management access, cooperative marketing actions, invitations to industry events in which OnClick participates, sharing of business and technical content, business indication and promotion of the channel on the OnClick website. OnClick seeks to improve the management of its clients’ businesses through technology and innovation by building smart tools to assist with creating quality relationships with its clients. |
| 6. | Mercos - On June 30, 2021, Nuvini S.A. entered into an investment agreement with the shareholders of Mercos to acquire 100% of the total share capital of Mercos and assumed control on August 10, 2021. To date, Nuvini S.A. has a 57.91% equity interest in Mercos. Mercos provides B2B software that focuses on sales management, automation and e-commerce to industries, distributors and representatives. This software helps to organize clients’ business operations by automating the issuance of orders, selling online to clients and integrating into ERP systems. Mercos supports clients through sales automation and integration with the client’s ERP and provided B2B e-commerce sectors for consumer goods. Mercos’ B2B software primarily provides solutions for: (i) delays in receiving orders (which are often times hand-typed and susceptible to errors), (ii) seller’s mistakes (where often sellers forget important information related to transactions due to focus on client guided sales), (iii) lack of a structured trade policy (due to multiple and varied business policies on each sales channel), (iv) disoriented business operation (due to sellers not having visibility on performance, which then leads limited reach to commercial managers) and (iv) inefficient face-to-face sales (due to high processing costs, limited availability for meetings between sellers and clients, and inefficiency in ordering goods). Mercos’ client database is not concentrated - Mercos’ most valuable client represents less than 1% of Mercos’ total gross revenue. As a result, Mercos does not rely on any one account in order to deliver financial results. Overall, Mercos’ software offers a holistic approach in seamlessly integrating sales and management processes for industries, distributors and representatives. |
| 7. | Munddi - On May 15, 2025, Nuvini S.A. announced that it has completed its previously announced acquisition of Munddi Soluções em Tecnologia Ltda. - ME (“Munddi”), an online platform that connects brands with consumers, suppliers, and retail chains based in São Paulo, Brazil. Founded in 2015, Munddi helps small retailers acquire new customers by providing strategic insights and facilitating online product sourcing from regional suppliers. The platform empowers both manufacturers and retailers with data-driven business opportunities, streamlining the connection between buyers and sellers in the retail supply chain. Munddi was purchased by Leadlovers, one of Nuvini S.A.’s subsidiaries and is managed directly by this subsidiary as of May 15, 2025. |
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| 8. |
MK Solutions - On September 30, 2025, Nuvini S.A. entered into a binding term sheet to acquire MK Solutions Tecnologia S.A., a corporation existing under the laws of Brazil (“MK Solutions”), a leading ERP for internet providers in Brazil. The acquisition is intended to strengthen Nuvini’s portfolio of vertical SaaS businesses and expand its presence in the Brazilian market. The closing of the acquisition is subject to certain customary conditions and completion of legal and accounting due diligence. The audited financial statements of MK Solutions as of and for the year ended December 31, 2024, are included as Exhibit 99.1 to this registration statement (with English translation in Exhibit 99.2), and the unaudited financial statements of MK Solutions as of and for the six months ended June 30, 2025, are included as Exhibit 99.2 to this registration statement. |
Seasonality
Nuvini’s business in general is not subject to seasonality although the Nuvini Group has historically received a higher volume of orders from new and existing clients during the second half of each fiscal year. See “Sales and Marketing Channels” in the Annual Report on Form 20-F for more information.
Growth Opportunity
Nuvini’s target geographic markets include Brazil and Latin America. The Latin American SaaS sector is expected to grow rapidly within the coming years. In 2025, the Latin American Software as a Service (SaaS) market was valued at US$22.02 billion and is projected to grow at a compound annual growth rate (CAGR) of 14.20% from 2026 to 2034, aiming for US$72.73 billion by 2034, according to Statista and Informes de Expertos.
Growth Strategy
Nuvini acquires, manages and builds SaaS companies which provide software solutions that address the specific needs of its clients in discrete, specialized sectors. Nuvini focuses on acquiring established companies, allowing them to grow in an entrepreneurial environment, collaborate with existing management teams that understand the industry and support these companies through expertise in financial and strategic capital allocation to generate significant cash flow and revenue growth.
Nuvini maintains a robust and active M&A pipeline to ensure its continued growth. As of the date of this prospectus, Nuvini has approximately 109 target companies, 72 analyzed companies and 21 companies in the current engaged pipeline. Nuvini conducts its initial analysis by considering if a company should be in its M&A pipeline for being generally a profitable B2B SaaS company with a consolidated business model, recurring revenue, positive cash generation and relevant growth potential, and has received an expected purchase price or valuation from the selling company or its advisors. Nuvini believes that it could sign a non-binding letter of intent for an M&A transaction with any of the companies in its current engaged pipeline at any time based on Nuvini’s initial analysis and current market dynamics. Nuvini’s initial analysis is meant to ensure that such companies are already interested in Nuvini’s model and are willing to engage Nuvini without the need for Nuvini to actively and further pursue such companies. Nuvini believes that the current market conditions where the Nuvini Group operates are depressed and deflated, which translates to fewer competing bidders. Nuvini believes that its model is attractive for such companies in the current market conditions because most of Nuvini’s M&A activities are not integrations or consolidations but involve creating plans that do not intend to decrease or terminate the employees of the acquired companies. Additional factors also indicate that such companies will sign non-binding letters of intent including overall company strategy, cultural fit, financial considerations, market conditions, regulatory considerations, and the interests of the Nuvini Group as a whole. All companies that are engaged in the M&A pipeline have voluntarily entered discussions about potential M&A transactions. These discussions have involved sharing data rooms to provide information about the company, allowing Nuvini to learn more about the company’s business, meeting founders and managers, and permitting Nuvini to conduct market research. Nuvini continues to receive monthly updates from these companies for a period of six to 12 months before Nuvini decides to pursue a transaction. While Nuvini acquisition targets are generally profitable, Nuvini is an early-stage company with a history of operating losses. See “Risk Factors - Risks Related to the Nuvini Group’s Business - Nuvini is an early-stage company with a history of operating losses and expects to incur significant expenses and continuing losses at least for the near- and medium-term, which may affect its ability to continue as a going concern.”
The core elements of the Nuvini Group’s ongoing growth strategy include:
1. Continuing to Build the Nuvini Group’s Existing Businesses through Organic Growth Initiatives. As Nuvini acquires established companies, it believes that additional growth can be fostered by allowing existing management to function in an entrepreneurial environment. Nuvini will continue to focus on accelerating the growth of each acquired business through strengthening the commercial strategy, increasing the efficiency of internal processes and enhancing its governance structure.
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2. Acquiring and Managing New Companies through Acquisitions. Nuvini will continue to target and acquire companies to accelerate growth and maximize its return on invested capital. To date, there have been seven strategic acquisitions. Nuvini has retained the majority of management teams from each Nuvini Acquired Company, which has allowed Nuvini to retain the knowledge to manage and continue to grow these companies.
The Nuvini Group believes it is well-positioned to expand its presence as a SaaS platform in Brazil into Latin America. This expansion strategy is bolstered by structural competitive advantages provided by the Nuvini Acquired Companies’ own integrated platform and proprietary technologies with vast untapped potential to be further unlocked. In particular, the Nuvini Group intends to pursue the following measures for sustainable growth:
● Inorganic growth: The Nuvini Group provides solutions for Brazil and believes it has inorganic growth potential by scaling-up the proven merger and acquisition strategy into and across Latin America. Its inorganic growth strategy includes:
| ○ | Focus on Brazil and Latin America; |
| ○ | Strategy to replicate the tested business model in other geographies; |
| ○ | Goal to conclude at least four acquisitions per year; |
| ○ | Solid pipeline mapped with companies all over Brazil; and |
| ○ | Support of Mercato, with expertise in Latin America |
● Organic growth: The Nuvini Group intends to grow organically by accelerating the Nuvini Acquired Companies’ growth in less saturated markets; increasing efficiency and improving margins by capitalizing on cross-selling opportunities between the Nuvini Acquired Companies.
● Roll-up of proprietary products and solutions: The Nuvini Group aims to accelerate the expansion of the Nuvini Acquire Companies’ proprietary SaaS data software solutions. Guided by a “land and expand” strategy with companies and with a product roadmap aimed to better serve large and mid-sized enterprises, the Nuvini Group believes that certain of the Nuvini Acquired Companies’ clients will naturally migrate away from third-party product offerings to the Nuvini Acquired Companies’ proprietary solutions. The Nuvini Group expects to be able to extract more value from the Nuvini Acquired Companies’ client portfolio, with each of their legacy businesses serving as a strong source of referrals for its proprietary platforms and solutions. Moreover, the Nuvini Group believes that its increased offering of AI & data analytics services can facilitate a deepening of its client relationships, which, in turn, can present additional cross-selling and upselling opportunities for the Nuvini Acquired Companies’ proprietary solutions.
● Expand global footprint through selective geographic extension to attract diverse clients across geographies: The Nuvini Group believes that most organizations will in the future embrace a data-centric business approach, as evidenced by an increase in public cloud adoption, and, therefore, there is a substantial opportunity to continue in growing the Nuvini Acquired Companies’ client base globally. The Nuvini Group intends to pursue geographic expansion by increasing market penetration in Brazil and Latin America, while expanding into new locations. The Nuvini Group believes that this increased global penetration will be driven by the expansion of Latin America-based clients expanding outside of their local geographies, as well as multinationals that develop a software solution to serve their Latin American operations and then seek to implement it across their global operations. The Nuvini Group believes it is well-positioned to capture this global expansion trend with a portfolio of products with global reach, internationally competitive pricing and the ability to provide 24x7 support. To drive new client growth, the Nuvini Group intends to continue investing in sales and marketing both in Brazil as well as in its core expansion sectors. Nuvini intends to expand its operations internationally both organically and via acquisitions. For the years ended December 31, 2024, and 2023 and the six-months ended June 30, 2025, 100% of revenue was generated in Brazil.
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● Expand relationships with existing clients and focus on cross and up-selling opportunities: As clients realize the benefits of the Nuvini Acquired Companies’ SaaS services, clients typically increase their consumption by processing, storing and sharing more data and gradually replacing third-party software products. In this way, the Nuvini Acquired Companies’ client relationships typically begin with offering a single software product or service and, over time, evolve to encompass a full range of data solutions across a broader range of platforms. To this end, the Nuvini Group intends to further expand the scope of the technical services provided by the Nuvini Acquired Companies’ software engineers as well as build specialized data software solutions for existing clients, particularly through increased investments in enhanced up-selling and cross-selling efforts. Nuvini intends to focus such endeavors on large clients with expansive data needs in order to promote scale and operating leverage for the Nuvini Acquired Companies’ software and technical services.
● Execute bolt-on acquisitions with strategic value: Nuvini intends to pursue selected strategic acquisitions, joint ventures, investments and alliances that can (i) accelerate the execution of its business plan, (ii) maximize cross-selling and up-selling opportunities and (iii) strengthen the Nuvini Group’s relationships with Latin American and multinational companies to expand awareness and usage of its product portfolio. In addition, Nuvini intends to pursue acquisition opportunities that may expand its technological and software development capabilities, add proprietary intellectual property and bring experienced, talented and dedicated professionals to the Nuvini Group’s team.
Nuvini believes Nuvini Acquired Companies’ management teams have benefited from Nuvini’s solutions, which brought efficiency, speed, assertiveness, and optimization to their decisions in the following ways:
| ● | Chief information officers of the Nuvini Acquired Companies have benefited from Nuvini’s solutions, transforming raw data into analytics; |
| ● | Project and business leaders of the Nuvini Acquired Companies benefited from Nuvini’s solutions, capturing optimization metrics for their most relevant businesses; |
| ● | The Nuvini Acquired Companies’ data scientists have benefited from Nuvini’s solutions, optimizing their capabilities for building new algorithms; and |
| ● | Chief executive officers of the Nuvini Acquired Companies have benefited from Nuvini’s solutions, as Nuvini serves as a strong ally in increasing their revenues and enabling effective cloud management. |
Market Opportunity
We are well-positioned to leverage favorable industry trends across various business sectors. The latest advancements in technology and market dynamics are reshaping how organizations utilize data, which we believe will benefit us. Key trends include:
● Digital Transformation as a Competitive Necessity: Digital transformation is now a critical priority for nearly all global organizations, regardless of industry. This shift fundamentally changes how businesses use technology to engage with customers and compete in the market. Software applications have become essential drivers of business success. Conversely, poor technological performance can lead to negative user experiences, lost revenue, customer attrition, a damaged brand image, and decreased employee productivity. Consequently, companies across sectors are making significant investments to digitally transform their operations and enhance customer experience.
● Data as the Core of Business Innovation: Data is pivotal in driving a company’s digital transformation, offering deeper insights for business optimization. It has revolutionized how customer relationships are managed, enabling the delivery of engaging and personalized experiences, anticipating market trends, predicting customer behavior, and shaping new business strategies. We believe that organizations worldwide are actively seeking ways to transform their operations by capturing, analyzing, and utilizing data effectively.
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Implications of Being an “Emerging Growth Company” and a “Foreign Private Issuer”
The Company qualifies as an “emerging growth company” as defined in the JOBS Act. As an “emerging growth company,” the Company may take advantage of certain exemptions from specified disclosure and other requirements that are otherwise generally applicable to public companies. These exemptions include not being required to comply with the auditor attestation requirements for the assessment of our internal control over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
The Company may take advantage of these reporting exemptions until it is no longer an “emerging growth company.”
The Company is also considered a “foreign private issuer” and will report under the Exchange Act as a non-U.S. company with “foreign private issuer” status. This means that, even after the Company no longer qualifies as an “emerging growth company,” as long as it qualifies as a “foreign private issuer” under the Exchange Act, it will be exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; | |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and | |
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. |
The Company may take advantage of these reporting exemptions until such time that it is no longer a “foreign private issuer.” The Company could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of the Company’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of the Company’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of the Company’s assets are located in the United States; or (iii) the Company’s business is administered principally in the United States.
The Company may choose to take advantage of some but not all of these reduced burdens. The Company has taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained in this prospectus may be different from the information you receive from the Company’s competitors that are public companies, or other public companies in which you have made an investment.
As a foreign private issuer, the Company is also permitted to follow certain home country corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers. In order to rely on this exception, the Company is required to disclose each Nasdaq rule that it does not intend to follow and describe the home country practice that it will follow in lieu thereof.
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Summary Risk Factors
Investing in our securities entails a high degree of risk as more fully described under “Risk Factors.” You should carefully consider such risks before deciding to invest in our securities. These risks include, among others:
Risks Related to the Nuvini Group’s Business
| ● | Nuvini is an early-stage company with a history of operating losses and expects to incur significant expenses and continuing losses at least for the near- and medium-term, which may affect its ability to continue as a going concern. |
| ● | Nuvini may require additional capital to support the growth of its business, and this capital might not be available on acceptable terms, if at all. |
| ● | If the Nuvini Group is unable to obtain sufficient funding on a timely basis and on acceptable terms and continue as a going concern, the Nuvini Group may be required to significantly curtail, delay or discontinue its operations. |
Risks Related to the SaaS Market
| ● | The loss of the Nuvini Acquired Companies’ rights to use software currently licensed to them by third parties could increase Nuvini’s operating expenses by forcing Nuvini to seek alternative technologies and adversely affect Nuvini’s ability to compete. |
Risks Related to the Nuvini Group’s Technology, Intellectual Property, and Infrastructure
| ● | The Nuvini Group relies on third-party and open-source software for its data solutions. The Nuvini Group’s inability to obtain third-party licenses for such software, or obtain them on favorable terms, or any errors or failures caused by such software could adversely affect the Nuvini Group’s businesses, results of operations and financial condition. In addition, the Nuvini Group’s use of open-source software could negatively affect its ability to sell the Nuvini Group’s data solutions and subject the Nuvini Group to possible litigation. |
| ● | If the Nuvini Group’s trademarks, service marks and trade names are not adequately protected, the Nuvini Group may not be able to build or maintain name recognition in the Nuvini Group’s markets of interest and the Nuvini Group’s competitive position may be harmed. |
Risks Related to the Nuvini Group’s Substantial Operations in Brazil
| ● | The ongoing economic uncertainty and political instability in Brazil, including as a result of ongoing corruption investigations and public protests, may harm the Nuvini Group and the prices of the Ordinary Shares. |
| ● | Any further downgrading of Brazil’s credit rating could reduce the trading prices of the Ordinary Shares. |
Risks Related to Legal Matters and Regulations
| ● | The Nuvini Group may face restrictions and penalties under the Brazilian Consumer Protection Code in the future. |
| ● | The Nuvini Group is subject to anti-corruption, anti-bribery, anti-money laundering economic sanctions laws and regulations, trade compliance and similar laws, and non-compliance with such laws can subject the Nuvini Group to criminal or civil liability and harm the Nuvini Group’s business, financial condition and results of operations. |
Risk Related to Financial, Tax and Accounting
| ● | Nuvini has identified material weaknesses in its internal control over financial reporting and information technology general controls. If Nuvini fails to remediate such material weaknesses (and any other ones) or establish and maintain effective internal controls over financial reporting, Nuvini may be unable to accurately report its results of operations, meet its reporting obligations and/or prevent fraud. |
| ● | The Nuvini Group expects fluctuations in its results of operations, making it difficult to project future results, and if Nuvini fails to meet the expectations of securities analysts or investors with respect to the Nuvini Group’s results of operations, the market prices of the Ordinary Shares. |
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Risks Related to Ordinary Shares
| ● | As a foreign private issuer, Nuvini is permitted to, and Nuvini will, rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. domestic issuers. This may afford less protection to holders of the Ordinary Shares. |
| ● | Nuvini does not anticipate paying dividends in the foreseeable future. |
Corporate Structure
On February 26, 2023, Nvni Group Limited, Nuvini Holdings Limited, an exempted company with limited liability in the Cayman Islands, Nuvini Merger Sub, Inc., a Delaware corporation, and Mercato Partners Acquisition Corporation (a Delaware corporation, referred to as “Mercato”) entered into a Business Combination Agreement (“SPAC Merger”). According to this agreement, Nuvini Holdings Limited shareholders transferred all issued and outstanding ordinary shares of Nuvini Holdings Limited, with a par value of US$0.00001 per share, to Nvni Group Limited in exchange for newly issued ordinary shares of Nvni Group Limited, also with a par value of US$0.00001 per share. Additionally, Nuvini Merger Sub, Inc. merged with Mercato, resulting in Mercato becoming a wholly owned, indirect subsidiary of Nvni Group Limited.
Prior to the closing date of the transaction between the Company and Mercato, Nvni Group Limited was a holding company with no active trade or business. Nuvini S.A., a wholly owned subsidiary of Nuvini Holdings Limited, maintained all relevant assets and liabilities and incurred all income and expenses.
On September 29, 2023, Nuvini completed its business combination with Mercato. As a result, Nuvini’s ordinary shares and warrants commenced trading on Nasdaq under the symbols “NVNI” and “NVNIW,” respectively, as of market open on October 2, 2023.
The following chart outlines the Nuvini Group’s corporate structure (all subsidiaries are wholly owned unless otherwise noted) as of January 15, 2026:
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”). Nuvini LLC is incorporated in the United States. Nuvini S.A, Effecti Tecnologia Web LTDA., Leadlovers Tecnologia LTDA., Ipê Tecnologia LTDA., Dataminer Dados, Informações e Documentos LTDA, Onclick Sistemas de Informação LTDA., and Simplest Software LTDA are all incorporated in Brazil. Munddi Soluções em Tecnologia Ltda was acquired by and incorporated with Leadlovers.
Corporate Information
Nuvini’s principal executive office is CO Services Cayman Limited, P.O. Box 10008, Pavilion East, Cricket Square, Grand Cayman, Cayman Islands KY1-1001. Nuvini’s principal website address is www.nuvini.co.
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The summary below describes the principal terms of the offering. The “Description of Securities” section of this prospectus contains a more detailed description of the Ordinary Shares.
Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” in the Annual Report on Form 20-F incorporated in this prospectus by reference.
| Issuer | Nvni Group Limited | |
| Ordinary Shares offered by the Selling Shareholder |
Up to 17,715,374 Ordinary Shares issuable upon conversion of the Notes. | |
| Selling Shareholder | All of the Ordinary Shares being registered pursuant to the Registration Statement on Form F-3, of which this prospectus forms a part, are being offered by the Selling Shareholder. See “Selling Sharholders” section of this prospectus for more information on the Selling Shareholder. | |
| Ordinary Shares Outstanding Prior to Offering | 10,032,710 Ordinary Shares(1) | |
| Ordinary Shares to be Outstanding After Giving Effect to the Issuance of the Ordinary Shares Registered Hereunder | 27,748,084, based on our issued and outstanding Ordinary Shares as of December 26, 2025. | |
| Use of Proceeds | We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholder in the offering described in this prospectus. Except for limited circumstances involving cash payments required under the terms of the Notes, conversions of the Notes are expected to be settled in Ordinary Shares. See “Use of Proceeds.” | |
| Dividend Policy | We have never declared or paid any cash dividends on our shares of Ordinary Shares. We do not anticipate paying any cash dividends in the foreseeable future. |
| Transfer Agent | Continental Stock Transfer & Trust Company | |
| Market for Ordinary Shares | Our Ordinary Shares are listed on Nasdaq under the symbol “NVNI”. | |
| Risk Factors | See the section entitled “Risk Factors” in the Form 20-F incorporated in this prospectus by reference and other information included in this prospectus for a discussion of factors you should consider before investing in our securities. |
| (1) | Ordinary shares outstanding prior to offering is presented on a post 10-1 reverse stock split basis. Please see “Description of Securities - Reverse Share Split” in this prospectus for more information. |
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An investment in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider all risk factors set forth in any applicable prospectus supplement and the documents incorporated by reference in this prospectus, including the factors discussed under the heading “Risk Factors” in our most recent annual report on Form 20-F or any updates in our current reports on Form 6-K, which may be amended, supplemented or superseded from time to time by the other reports we file with the SEC in the future or by information in the applicable prospectus supplement. See “Information Incorporated by Reference.” Our business, prospects, financial condition, or operating results could be harmed by any of the risks described, as well as other risks not known to us or that we consider immaterial as of the date of this prospectus. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment.
Sales of a substantial number of shares by the Selling Shareholder may adversely affect the market price of our Ordinary Shares.
The sale of a substantial number of our Ordinary Shares in the public market by the Selling Shareholder, or the perception that such sales may occur, could materially and adversely affect the market price of our Ordinary Shares and could impair our ability to raise capital through the sale of additional equity securities.
This prospectus relates to the resale, from time to time, of up to an aggregate of 17,715,374 Ordinary Shares by the Selling Shareholder, which include Ordinary Shares issued in a private placement. The resale of these shares into the market could result in increased volatility and downward pressure on the trading price of our Ordinary Shares.
Given the large number of shares that may be resold under the registration statement of which this prospectus forms a part, any such sales by the Selling Shareholder could cause the market price of our Ordinary Shares to decline significantly. Additionally, the Selling Shareholder may sell their shares at any price and at any time, which could cause our share price to fluctuate and make it more difficult for us to raise additional capital or for investors to sell their shares at favorable prices. If these shares are sold in significant amounts, or if investors anticipate that a large amount of shares will be sold, it could result in a sharp decline in the price of our Ordinary Shares, increased volatility and reduced liquidity in our shares.
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Nuvini has identified material weaknesses in its internal control over financial reporting and information technology general controls and, as a result, restated its previous period’s financial statements. If Nuvini fails to remediate such material weaknesses (and any other ones) or establish and maintain effective internal controls over financial reporting, Nuvini may be unable to accurately report its results of operations, meet its reporting obligations and/or prevent fraud.
Nuvini has been a public company trading on Nasdaq since October 2023. Prior to this, Nuvini was a private company with limited accounting resources and processes necessary to address Nuvini’s internal control over financial reporting and procedures. Nuvini’s management has not yet completed an assessment of the effectiveness of Nuvini’s internal controls over financial reporting and Nuvini S.A.’s independent registered public accounting firm has not conducted an audit of Nuvini S.A.’s internal control over financial reporting. In connection with the historical audit of Nuvini’s consolidated financial statements, a number of material weaknesses in Nuvini’s internal control over financial reporting were identified. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual consolidated financial statements will not be prevented or detected on a timely basis.
The identified material weaknesses primarily related to deficiencies in the design and implementation of internal control over financial reporting, including the lack of a formalized control framework, insufficient risk assessment and monitoring processes, inadequate segregation of duties over key financial reporting areas, and ineffective governance and oversight. In addition, limitations in accounting resources, policies, and technical expertise resulted in ineffective controls over the preparation and review of financial statements in accordance with IFRS and SEC requirements, particularly for complex transactions. These weaknesses were further compounded by ineffective information technology general controls over access management and change controls for systems supporting financial reporting. As a result of management’s evaluation and remediation efforts, no new misstatements or additional control deficiencies were identified.
Nuvini is implementing a remediation plan to address these material weaknesses, including the design and implementation of formal accounting policies, procedures, and internal controls; the development of a control matrix; and enhancements to its overall financial control environment, particularly for the accounting and disclosure of complex transactions. In addition, Nuvini has expanded its accounting and finance function by hiring a Chief Financial Officer with SEC reporting experience. These efforts include establishing an internal controls team responsible for designing, implementing, monitoring, and remediating internal controls across the Nuvini Group, standardizing key financial reporting processes, enhancing segregation of duties, and coordinating reporting standards, hiring, and training across acquired companies.
Nuvini is a public company in the United States subject to the Sarbanes-Oxley Act. During the course of remediating these material weaknesses and satisfying the requirements of Section 404 of the Sarbanes-Oxley Act, Nuvini may identify additional material weaknesses and other deficiencies in its internal control over financial reporting and there can be no assurance that any additional material weaknesses or restatement of financial results will not arise in the future due to a failure to implement and maintain adequate controls over financial reporting. In addition, if Nuvini fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, Nuvini may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If Nuvini fails to maintain an effective internal control over financial reporting, Nuvini could suffer material misstatements in Nuvini’s financial statements, fail to meet Nuvini’s reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in Nuvini’s reported financial information. This could, in turn, limit Nuvini’s access to capital markets and harm its results of operations and lead to a decline in the trading price of Nuvini Ordinary Shares. Nuvini may be unable to timely complete its evaluation testing and any required remediation.
In addition, these new obligations will also require substantial attention from Nuvini’s senior management and could divert their attention away from the day-to-day management of Nuvini. These cost increases and the diversion of management’s attention could materially and adversely affect Nuvini’s businesses, financial condition and operating results.
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We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholder in the offering described in this prospectus. Except for limited circumstances involving cash payments required under the terms of the Notes, conversions of the Notes are expected to be settled in Ordinary Shares.
We have not declared any cash dividends since inception, and we do not anticipate paying any dividends in the foreseeable future. The holders of Ordinary Shares are entitled to such dividends as may be declared by the Company’s board of directors. Dividends may be declared and paid out of the funds legally available therefore, or any other fund or account which can be authorized for this purpose in accordance with the International Companies Act (“ICA”).
Authorized Capitalization
The authorized share capital of the Company is US$5,005, divided into 50,000,000 Ordinary Shares of a par value of US$0.0001 each and 500,000 Class FF Shares of a par value of US$0.00001 each, as specified in the Company’s Second Amended and Restated Memorandum of Association dated March 20, 2025, as amended on September 18, 2025 (the “Amended Articles”).
The Ordinary Shares have identical rights and rank equally with respect to voting, dividends and liquidation rights. Holders of Ordinary Shares are entitled to one vote per share on all matters to be voted on by shareholders, subject to any restrictions as provided in the Articles of Association. The Board has the authority to issue additional shares or securities convertible into shares, subject to the provisions of the Companies Act, shareholder approval, if required, and the Nasdaq Listing Rules.
The Company currently has one class of issued Ordinary Shares, all of which have identical rights and rank equally with respect to voting, dividends and liquidation rights. The Board has the authority to issue additional shares or securities convertible into shares, subject to applicable laws and shareholder approval where required.
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Ordinary Shares
Holders of our Ordinary Shares are entitled to one vote for each share held of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the votes attaching to the shares for the appointment of directors can appoint all of the directors that Heru, as defined in the Amended Articles, is not entitled to appoint pursuant to the Amended Articles. Holders of our Ordinary Shares do not have any conversion, preemptive or other subscription rights and there is no sinking fund or redemption provisions applicable to the Ordinary Shares.
Class FF Shares
On March 20, 2025, the Company’s extraordinary general meeting of shareholders approved the increase of the authorized share capital of the Company from US$5,000 divided into 500,000,000 ordinary shares of a par value of US$0.00001 each to US$5,005 divided into 500,000,000 ordinary shares of a par value of US$0.00001 each and 500,000 Class FF Shares by the creation of 500,000 Class FF shares of a par value of US$0.00001 each, with the rights and subject to the restrictions set out in the Amended Articles.
Every member holding a Class FF Share shall have 1,000 votes for each Class FF Share registered in such member’s name in the Register of Members in any general meeting of shareholders. No Class FF Share shall entitle the member holding such Share the right to receive a dividend in respect of such Class FF Share.
On March 27, 2025, the Company announced the issuance of a total of 500,000 Class FF shares, par value US$0.00001 per share, with each class FF share having 1,000 votes. Pierre Schurmann, Chief Executive Officer of the Company, was issued 350,000 Class FF Shares for a total subscription price of US$3.50. Luiz Busnello, Chief Financial Officer of the Company, was issued 150,000 Class FF Shares for a total subscription price of US$1.50.
Reverse Share Split
On March 20, 2025, the Company’s extraordinary general meeting of shareholders approved reverse share split of: (i) the authorized and issued and outstanding shares; and (ii) the authorized and unissued shares, in the capital of the Company, par value US$0.00001 per share, in a ratio of any whole number in the range of 2-to-1 up to 250-to-1 with such ratio to be determined in the discretion of the Board of Directors of the Company (the “Subdivision”), effective upon the Board of Directors determining the ratio and resolving to approve the Subdivision.
On October 2, 2025, the Board of Directors of the Company approved a 10-to-1 reverse share split of its ordinary shares, effective as of market open on October 6, 2025. Under the terms of the reverse split, every ten shares of Nuvini ordinary shares issued and outstanding were automatically combined into one share. The reverse split has reduced the number of outstanding shares from 100,326,678 to approximately 10,032,668 shares. All shares and per-share data included in this prospectus are presented on a post-split basis.
The Reverse Split was intended to maintain compliance by the Company with a minimum bid price of US$1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2)
Put Options
In November 2024, we issued a total of 76,696 Ordinary Shares at a purchase price of US$7.57 per share for total proceeds of US$580,824.
In February 2024, we issued a total of 22,647 Ordinary Shares at a purchase price of US$17.00 per share for total proceeds of approximately US$385,000.
In January 2024, we issued a total of 135,883 Ordinary Shares at a purchase price of US$17.00 per share for total proceeds of US$2,310,000.
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Each investor received a put option allowing them to sell back their shares to the Company at 120% of the purchase price, commencing on the one-year anniversary of the closing of the private placement, which automatically terminate on the earlier of the second-year anniversary of the closing or the first date on which the closing sale price of the Company’s ordinary shares equals or exceeds US$5.00 for twenty trading days during any period of thirty consecutive trading days.
On July 29, 2025, 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$0.00001 per ordinary share, of the Company purchased pursuant to the Ryan Original Agreement, or 10,000 ordinary shares, at a purchase price per ordinary share equal to US$20.40. The Ryan Subscription Agreement Amendment provides the option to the Company to issue ordinary shares in lieu of making a cash payment to Ryan, at a price of US$3.00 per ordinary share, resulting in a total issuance by the Company of up to 68,000 ordinary shares in case Ryan exercises his put option in full.
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$0.00001 per ordinary share, of the Company purchased pursuant to the Sean Original Agreement, or 17,000 ordinary shares, at a purchase price per ordinary share equal to US$20.40. The Sean Subscription Agreement Amendment provides the option to the Company to issue ordinary shares in lieu of making a cash payment to Ryan, at a price of US$3.00 per ordinary share, resulting in a total issuance by the Company of up to 115,600 ordinary shares in case Sean exercises his put option in full.
Dividends
Subject to the foregoing and the Companies Act, the payment of cash dividends in the future, if any, will be at the discretion of our Board and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, our overall financial condition, available distributable reserves and any other factors deemed relevant by our board of directors.
Liquidation
On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of Ordinary Shares are entitled to participate in any surplus assets in proportion to their shareholdings. FF shares carry no right to participate in any such surplus assets.
Differences in Company Law
Cayman Islands exempted companies are governed by the Companies Act. The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements
In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by (i) a special resolution (usually a majority of two thirds of the voting shares voted at a general meeting) of the shareholders of each company; and (ii) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company.
The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Registrar of Companies of the Cayman Islands is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies of the Cayman Islands will register the plan of merger or consolidation.
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Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.
Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (A) consent or approval to the transfer has been obtained, released or waived; (B) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (C) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.
Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (i) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (iv) within seven days following the date of the expiration of the period set out in paragraph (ii) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (v) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands courts to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.
Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by shareholders representing three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annual general meeting, or extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Cayman Islands courts. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:
| ● | the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority vote have been complied with; |
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| ● | the shareholders have been fairly represented at the meeting in question; |
| ● | the arrangement is such as a businessman would reasonably approve; and |
| ● | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.” |
If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.
Squeeze-out Provisions
When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Cayman Islands courts, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an operating business.
Shareholders’ Suits
Carey Olsen, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
| ● | a company is acting, or proposing to act, illegally or beyond the scope of its authority; |
| ● | the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or |
| ● | those who control the company are perpetrating a “fraud on the minority.” |
A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.
Enforcement of Civil Liabilities
The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.
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We have been advised by Carey Olsen, our counsel as to Cayman Islands law, that the courts of the Cayman Islands are unlikely to: (i) recognize or enforce against us judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any State, to the extent that the liabilities imposed by those provisions are penal in nature. The Cayman Islands court will not enforce criminal fines and tax judgments and judgments that are contrary to Cayman Islands public policy. However, although there is currently no statutory enforcement or treaty between the U.S. and the Cayman Islands providing for enforcement of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of the Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. Carey Olsen, has informed us that there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal, punitive in nature. In addition, a Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
Special Considerations for Exempted Companies
We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
| ● | an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies of the Cayman Islands; |
| ● | an exempted company’s register of members is not open to inspection; |
| ● | an exempted company does not have to hold an annual general meeting; |
| ● | an exempted company may issue shares with no par value; |
| ● | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| ● | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| ● | an exempted company may register as a limited duration company; and |
| ● | an exempted company may register as a segregated portfolio company. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
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Indemnification of Directors and Executive Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Governing Documents require indemnification of officers and directors for any liability, action, proceeding, claim, demand, costs damages or expenses, including legal expenses, incurred in their capacities as such unless such liability (if any) arises from actual fraud, willful neglect or willful default which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Anti-Takeover Provisions in the Governing Documents
Some provisions of the Governing Documents may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable, including a provision that authorizes our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.
Such shares could be issued quickly with terms calculated to delay or prevent a change in control of our Company or make removal of management more difficult. If our board of directors decides to issue these preference shares, the price of our Ordinary Shares may fall and the voting and other rights of the holders of our Ordinary Shares may be materially adversely affected.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under the Governing Documents for a proper purpose and for what they believe in good faith to be in the best interests of our Company.
Listing
Our Ordinary Shares and Warrants are listed on The Nasdaq Global Market under the symbols “NVNI” and “NVNIW,” respectively. Holders of our Ordinary Shares and Warrants should obtain current market quotations for their securities. There can be no assurance that our Ordinary Shares and Warrants will remain listed on Nasdaq. If we fail to comply with the Nasdaq listing requirements, our Ordinary Shares and Warrants could be delisted from Nasdaq. A delisting of our Ordinary Shares will affect the liquidity of our Ordinary Shares and could inhibit or restrict our ability to raise additional financing.
Transfer Agent
A register of holders of our shares is maintained by Continental Stock Transfer and Trust Company, who serves as registrar and transfer agent for our equity securities.
Warrants
Our public warrants are exercisable at an exercise price of US$11.50 for whole shares only, with no fractional warrants issued or traded. Our public warrants are exercisable starting from October 29, 2024, and expires five years post-business combination or earlier upon redemption. Our public warrants are redeemable as follows:
| ● | At US$0.01 per warrant if the stock price equals or exceeds US$18.00 for 20 trading days within a 30-day trading period, subject to a 30-day redemption notice. |
| ● | At US$0.10 per warrant if the stock price equals or exceeds US$1.00, with holders able to exercise on a cashless basis for a number of shares determined by a formula. |
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SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES
Rule 144
Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted shares of our Ordinary Shares or our warrants for at least six months would be entitled to sell their securities provided that (1) that person is not deemed to have been an affiliate of us at the time of, or at any time during the three months preceding, a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares of our Ordinary Shares or our warrants for at least six months but who are affiliates of us at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
| ● | 1% of the total number of shares of our Ordinary Shares then outstanding; or |
| ● | the average weekly reported trading volume of our Ordinary Shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is generally not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
| ● | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
| ● | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
| ● | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 6-K reports; and |
| ● | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
While we were formed as a shell company, since the completion of the Business Combination we are no longer a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.
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BENEFICIAL OWNERSHIP OF SECURITIES
Security Ownership of Certain Beneficial Owners and Management of the Company
The following table sets forth the information regarding the beneficial ownership of the Ordinary Shares as of January 26, 2026:
| ● | each person known by the Company to be the beneficial owner of more than 5% of the Ordinary Shares; |
| ● | each of the Company’s current executive officers and directors and all of the Company’s executive officers and directors as a group; and |
| ● | all shares disclosed reflect the October 6, 2025 10-1 reverse stock split. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, and includes shares underlying warrants and options, as applicable, that are currently exercisable or convertible or exercisable or convertible within 60 days. Ordinary Shares that may be acquired within 60 days of January 26, 2026, pursuant to the exercise of warrants or options are deemed to be outstanding for the purpose of computing the percentage ownership of such holder but are not deemed to be outstanding for computing the percentage ownership of any other person or entity shown in the table.
Unless otherwise indicated, we believe that all people named in the table below have sole voting and investment power with respect to the Ordinary Shares beneficially owned by them.
The percentage of Ordinary Shares beneficially owned is computed on the basis of 10,032,710 Ordinary Shares outstanding on December 26, 2025.
| Number of Ordinary Shares |
% | |||||||
| Name and Address of Beneficial Owners | ||||||||
| Five Percent Holders of the Company | ||||||||
| Pierre Schurmann(1) † | 1,622,087 | 16.16 | % | |||||
| Mercato Partners Acquisition Corp, LLC(2) | 384,704 | 3.83 | % | |||||
| Luiz Busnello(3) † | 549,939 | 5.48 | % | |||||
| Directors and Executive Officers of the Company | ||||||||
| Pierre Schurmann(1) † | 1,622,087 | 16.16 | % | |||||
| Luiz Busnello(3) † | 549,939 | 5.48 | % | |||||
| Gustavo Usero(4) †* | 4,000 | 0.04 | % | |||||
| All Directors and Executive Officers of the Company as a Group (3 Individuals) | 21.68 | % | ||||||
| * | Less than one percent. |
| † | Unless otherwise noted, the business address of the following entities or individuals is c/o Nvni Group Limited, P.O. Box 10008, Pavilion East, Cricket Square, Grand Cayman, Cayman Islands KY1-1001 |
| (1) | Includes 146,512 Ordinary Shares held by Pierre Schurmann, 1,426,810 Ordinary Shares held by Heru Investment Holdings Ltd. an entity controlled by Pierre Schurmann and 32,000 Ordinary Shares further acquired by Heru Investment Holdings Ltd on October 10, 2025, making the total holding of Ordinary Shares by Heru Investment Holdings Ltd 1,458,810, and 16,765 Ordinary shares held by Coppi International Ltd., a British Virgin Islands limited liability company (“Coppi”). Pursuant to the Coppi Power of Attorney, the Reporting Person is the sole power-of-attorney with sole voting power with respect to such shares. On March 27, 2025, Pierre Schurmann was issued 350,000 Class FF Shares, with each class FF share having 1,000 votes. |
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| (2) | As disclosed in a Schedule 13D filed on December 1, 2023, Mercato Partners Acquisition Group, LLC holds 11,550,000 Ordinary Shares underlying Nuvini Warrants beneficially owned. Mercato Partners Acquisition Corp, LLC is the record holder of the Ordinary Shares reported herein. As such, they may be deemed to have or share beneficial ownership of the Ordinary Shares held directly by Mercato Partners Acquisition Corp, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The business address of Mercato Partners Acquisition Group, LLC is 2750 E. Cottonwood Parkway, Suite #500, Cottonwood Heights, Utah 84121. |
| (3) |
Includes 503,940 ordinary shares held by Labsyl Ltd., an entity controlled by Luiz Antonio Busnello and 46,000 ordinary shares further acquired by Labsyl Ltd. on October 10, 2025, making the total holding of ordinary shares by Labsyl Ltd. 549,939 ordinary shares. On March 27, 2025, Luiz Busnello was issued 150,000 Class FF Shares, with each class FF share having 1,000 votes. |
| (4) | On October 10, 2025, Mr. Usero acquired 4,000 ordinary shares of the Company from personal funds. |
The percentage of Class FF beneficially owned is computed on the basis of 500,000 Class FF shares outstanding on December 26, 2025.
Number of Class FF Shares | % | |||||||
| Name and Address of Beneficial Owners | ||||||||
| Pierre Schurmann | 350,000 | 70.0 | % | |||||
| Luiz Busnello | 150,000 | 30.0 | % | |||||
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis provides information concerning the financial condition and results of operations of the Company for the six-months ended June 30, 2025, and June 30, 2024. This section should be read in conjunction with the audited annual consolidated financial statements for the years ended December 31, 2024, and 2023 included in the Company’s Annual Report on Form 20-F incorporated in this prospectus by reference.
Key Performance Metrics of the Six Months Ended June 30, 2025 and 2024
| H1 2025 | H1 2024 | Change | ||||||||||
| Net Operating Revenue (R$ millions) | 98.2 | 92.2 | +6.5 | % | ||||||||
| Gross Margin | 63.1 | % | 61.1 | % | +200 bps | |||||||
| Adjusted EBITDA (R$ millions) | 18.1 | 26.5 | -31.1 | % | ||||||||
| Adjusted EBITDA Margin | 18.5 | % | 28.7 | % | -720 bps | |||||||
| Free Cash Flow (R$ millions) | 16.8 | 14.5 | +15.9 | % | ||||||||
| Active Customers | 22,660 | 22,055 | +2.7 | % | ||||||||
| ARPU (R$) | 4,600 | 4,200 | +9.5 | % | ||||||||
| Monthly Churn | 2.4 | % | 2.8 | % | -40 bps | |||||||
Comparison of Six Months ended June 30, 2025 and 2024
Results of Operations
The following table displays a summary of Nuvini’s results of operations for the six-month period ended June 30, 2025, compared to the six-month period ended June 30, 2024:
| Periods ended June 30, | Year-Over-Year change | |||||||||||||||
| (in thousands of Brazilian reais) | 2025 | 2024 | R$ | % | ||||||||||||
| Net operating revenue | 98,176 | 92,154 | 6,021 | 6.5 | % | |||||||||||
| Cost of services provided | (36,244 | ) | (35,826 | ) | 398 | 1.1 | % | |||||||||
| Gross profit (loss) | 61,952 | 56,328 | 5,624 | 10.0 | % | |||||||||||
| Sales and marketing expenses | (15,539 | ) | (12,554 | ) | 2,985 | 23.8 | % | |||||||||
| General and administrative expenses | (41,863 | ) | (31,936 | ) | 9.927 | 31.1 | % | |||||||||
| Other operating income (expenses), net | (36,538 | ) | 2,325 | 38,863 | 1671.5 | % | ||||||||||
| Operating income | (31,988 | ) | 14,163 | (46,151 | ) | 325.9 | % | |||||||||
| Financial income and expenses, net | (20,896 | ) | (42,237 | ) | (21,340 | ) | 5.5 | % | ||||||||
| Loss before income tax | (52,855 | ) | (28,074 | ) | 24,811 | 88.4 | % | |||||||||
| Income tax | (4,423 | ) | (5,129 | ) | (706 | ) | 13.8 | % | ||||||||
| Net loss representing total comprehensive loss for the year | (57,308 | ) | (33,203 | ) | 24,105 | 72.6 | % | |||||||||
| Net loss attributed to: | ||||||||||||||||
| Owners of the Company | (59,961 | ) | (37,353 | ) | 22,608 | 60.5 | % | |||||||||
| Non-controlling interests | 2,654 | 4,150 | (1,496 | ) | 36.1 | % | ||||||||||
| Loss per share | ||||||||||||||||
| Basic and diluted loss per share | (0.62 | ) | (1.02 | ) | ||||||||||||
Net operating revenue
Net operating revenue for the six months ended June 30, 2025, increased 6.5% to R$98.2 million from R$92.2 million in the corresponding period in 2024, mainly due to: (i) an increase in SaaS subscriptions (92% of revenue) driven by a 2.7% customer growth, a 9.5% ARPU expansion and improved retention (churn down to 2.4%); (ii) a 34.3% increase in data analytics services resulting from successful upselling and AI-powered features; and (iii) partially offset by a 41.9% decrease in setup services, reflecting the Company’s strategic shift to standardized onboarding.
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Cost of Services
Cost of services provided increased 1.1% to R$36.2 million for the six months ended June 30, 2025 compared to the corresponding period in 2024, with gross margin expanding 2.0% to 63.1% mainly due to infrastructure optimization and cloud consolidation, higher-margin revenue mix (more data analytics, less professional services) and AI-driven customer support automation.
Operating Expenses
Total operating expenses were R$93.9 million for the six months ended June 30, 2025, compared to R$42.1 million in the corresponding period in 2024. Excluding the R$38.7 million Smart NX deconsolidation charge, adjusted operating expenses were R$55.2 million for the six months ended June 30, 2025, a 31.3% increase compared to the corresponding period in 2024.
| ● | Sales & Marketing Expenses: Sales and marketing expenses were R$15.5 million for the six months ended June 30, 2025, compared to R$12.5 million in the corresponding period in 2024, a 23.8% increase, mainly due to strategic customer acquisition investments. |
| ● | General and administrative expenses: General and administrative expenses were R$41.8 million for the six months ended June 30, 2025, compared to R$ 31.9 million in the corresponding period in 2024, a 31.1% increase, mainly due public company expenses (R$4.5 million), professional fees for debt restructuring (R$3.2 million), and management team expansion (R$1.5million). |
Net Financial Expenses
Net financial expenses reduced 50.5% to R$20.9 million for the six months ended June 30, 2025, compared to R$42.2 million in the corresponding period in 2024, mainly due to (i) higher financial income (R$10.0 million) from capital raise cash balances; (ii) lower contingent consideration fair value adjustments (R$7.9 million); (iii) favorable appreciation of the Brazilian Real reducing foreign exchange losses on debt denominated in US$ (R$6.2 million); and (iv) lower interest expense from debenture repayment (R$1.8 million).
Net Loss
Net loss increased to R$57.3 million for the six months ended June 30, 2025, compared to R$33.2 million in the corresponding period in 2024, primarily due to Smart NX deconsolidation charge.
Non-IFRS Measures
Adjusted EBITDA Reconciliation
| H1 2025 | H1 2024 | |||||||
| Net Loss (IFRS) | (57,308 | ) | (33,203 | ) | ||||
| Income tax | 4,423 | 5,129 | ||||||
| Net financial expense | 20,896 | 42,237 | ||||||
| Depreciation & amortization | 9,985 | 9,116 | ||||||
| EBITDA | (22,003 | ) | 23,279 | |||||
| Smart NX deconsolidation | 38,717 | — | ||||||
| Prior year bonuses | 3,628 | — | ||||||
| Fair value of derivative warrants | (2.233 | ) | 2,563 | |||||
| Stock-based compensation | 47 | 641 | ||||||
| Adjusted EBITDA | 18,156 | 26,483 | ||||||
| Margin % | 18.5 | % | 28.7 | % | ||||
25
Explanation of Non-IFRS Adjustments
Management uses Adjusted EBITDA as a key performance metric to evaluate operating performance, excluding items that are not indicative of core business operations. The adjustments relating to the six months ended June 30, 2025 include
| ● | Smart NX Deconsolidation (R$38.7 million): Non-cash charge related to loss of control over Smart NX subsidiary. This is a one-time accounting adjustment that does not reflect ongoing operational performance; |
| ● | Prior Year Bonus Accruals (R$3.6 million): Payment of discretionary bonuses related to the year ended December 31, 2024, accrued and expensed in the prior year but paid in the first half of 2025; and |
| ● | Warrant Fair Value (R$ 2.2million): consists from fair value of outstanding warrants. |
Basic and Diluted Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, representative of the 10-1 reverse stock split:
| (in thousands of R$) | Year Ended December 31, 2024 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||||
| Net loss - Nuvini historical | (78,209 | ) | (247,862 | ) | (114,206 | ) | ||||||
| Weighted average shares outstanding - Nuvini historical | 30,271,959 | 23,090,092 | 17,623,570 | |||||||||
| 1-for-10 reverse stock split ratio | 0.10 | 0.10 | 0.10 | |||||||||
| Weighted average shares outstanding - Nuvini adjusted | 3,027,196 | 2,309,009 | 1,762,357 | |||||||||
| Net loss per ordinary share - basic and diluted (stock split adjusted) | (25.84 | ) | (107.35 | ) | (64.80 | ) | ||||||
26
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On September 30, 2025, Nuvini S.A., a subsidiary of the Company, entered into a binding term sheet to acquire the totality of the capital stock of MK Solutions, a leading ERP for internet providers in Brazil (the “MK Solutions Acquisition”). The closing of the MK Solutions Acquisition is subject to certain customary conditions and completion of legal and accounting due diligence.
The following unaudited pro forma condensed combined financial information provides additional information regarding the financial aspects of the MK Solutions Acquisition by the Company, including the related transactions that fall within the scope of the MK Solutions acquisition.
This information should be read together with the audited and unaudited historical financial statements of Nuvini, including the notes thereto, as well as the disclosures contained in the sections titled "Selected Consolidated Historical and Other Financial Information” and "Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this prospectus.
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the U.S. Securities Act of 1933. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information in accordance with IFRS necessary for an illustrative understanding of Nuvini upon consummation of the MK Solutions Acquisition. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.
The unaudited pro forma condensed statements of financial position as of June 30, 2025 and December 31, 2024, combine the historical unaudited consolidated statement of financial position of Nuvini as of June 30, 2025 and the audited consolidated statement of financial position of Nuvini as of December 31, 2024 with the historical unaudited statement of financial position of MK Solutions as of June 30, 2025 and the audited consolidated statement of financial position of Nuvini as of December 31, 2024, respectively, giving pro forma effect to the MK Solutions Acquisition as if it had been consummated as of January 1, 2024, the beginning of the earliest period presented.
The unaudited pro forma condensed statements of loss for the six months ended June 30, 2025 combine the historical unaudited consolidated statement of loss of Nuvini for the six months ended June 30, 2025 with the historical unaudited statement of operations of MK Solutions for the six months ended June 30, 2025. The audited pro forma condensed statements of loss for the year ended December 31, 2024 combine the historical audited consolidated statement of loss of Nuvini for the year ended December 31, 2024 with the historical audited statement of operations of MK Solutions for the year ended December 31, 2024. Such The unaudited pro forma condensed statements of loss give pro forma effect to the MK Solutions Acquisition as if it had been consummated as of January 1, 2024, the beginning of the earliest period presented.
This unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is based on assumptions and estimates made and considered appropriate by Nuvini’s management based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. This unaudited pro forma condensed combined financial information is not necessarily indicative of the operating results that would have been achieved had the MK Solutions Acquisition occurred on the dates indicated and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. The unaudited pro forma condensed combined financial information does not purport to project the future results of operations of Nuvini following the completion of the MK Solutions Acquisition.
The historical financial statements of Nuvini and MK Solutions have been prepared in accordance with IFRS and in its presentation currency of the Brazilian real (R$). The unaudited pro forma condensed combined financial information reflects IFRS, the basis of accounting to be used by Nuvini. MK Solutions and Nuvini did not have any historical relationship prior to the MK Solutions Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between the entities.
The unaudited pro forma condensed combined financial information does not purport to project the future operating results of Nuvini following the MK Solutions Acquisition. The unaudited pro forma adjustments represent Nuvini’s management’s estimates based on information currently available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. The assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the unaudited pro forma condensed combined financial information.
27
UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
As of June 30, 2025
(In thousands of Brazilian reais, except when indicated
otherwise, and except share and per share amounts)
| As of June 30, 2025 | ||||||||||||||||
| Nvni Group Limited (Historical) (R$) | MK Solutions (Historical) (Note 2) (R$) (Converted to thousands) | Pro Forma Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 16,399 | $ | 10,358 | $ | (26,757 | )(d) | $ | - | |||||||
| Trade accounts receivable, net | 11,777 | 190 | 11,967 | |||||||||||||
| Short-term advances | 28,391 | - | 28,391 | |||||||||||||
| Taxes recoverable | 2 | 2 | ||||||||||||||
| Other current assets | 6,120 | 76 | 6,196 | |||||||||||||
| Total current assets | 62,687 | 10,626 | (26,757 | ) | 46,556 | |||||||||||
| Non-current assets | ||||||||||||||||
| Property and equipment, net | 4,323 | 824 | 5,147 | |||||||||||||
| Right-of-use assets, net | 1,821 | - | 1,821 | |||||||||||||
| Investments | - | 21 | - | 21 | ||||||||||||
| Intangible assets, net | 118,839 | 9,060 | 127,899 | |||||||||||||
| Goodwill | 170,986 | - | 55,855 | (d) | 226,841 | |||||||||||
| Other non-current assets | 8,305 | - | 8,305 | |||||||||||||
| Total non-current assets | 304,274 | 9,905 | 55,855 | 370,034 | ||||||||||||
| TOTAL ASSETS | 366,961 | 20,531 | 29,098 | 416,590 | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable | 47,698 | 211 | - | 47,909 | ||||||||||||
| Related parties | 1,252 | - | 1,252 | |||||||||||||
| Salaries and labor charges | 19,456 | 248 | 19,704 | |||||||||||||
| Loans and financing | 392 | - | 392 | |||||||||||||
| Debentures | 20,697 | - | 20,697 | |||||||||||||
| Exposure premium liability | 2,940 | - | - | 2,940 | ||||||||||||
| Lease liability | 573 | - | 573 | |||||||||||||
| Income taxes payable | 2,826 | 1,304 | 4,130 | |||||||||||||
| Labor obligations | - | 1,795 | 1,795 | |||||||||||||
| Taxes, fees and contributions payable | 8,752 | - | 8,752 | |||||||||||||
| Deferred revenue | 4,321 | - | 4,321 | |||||||||||||
| Deferred and contingent consideration on acquisitions | 266,577 | - | - | 266,577 | ||||||||||||
| Other current liabilities | 872 | 63 | 935 | |||||||||||||
| Total current liabilities | 376,356 | 3,621 | - | 379,977 | ||||||||||||
| Non-current liabilities | ||||||||||||||||
| Loans and financing | 867 | - | 867 | |||||||||||||
| Credit facility | - | - | 44,742 | (d) | 44,742 | |||||||||||
| Loans from investors | 22,734 | - | 22,734 | |||||||||||||
| Derivative liabilities | 4,637 | - | - | 4,637 | ||||||||||||
| Taxes, fees and contributions payable | 1,792 | 194 | 1,986 | |||||||||||||
| Other contingencies | - | 871 | - | 871 | ||||||||||||
| Lease liability | 1,363 | - | 1,363 | |||||||||||||
| Provisions for risks | 21,633 | - | 21,633 | |||||||||||||
| Deferred taxes | 37,584 | - | 37,584 | |||||||||||||
| Total non-current liabilities | 90,610 | 1,065 | 44,742 | 136,417 | ||||||||||||
| TOTAL LIABILITIES | 466,966 | 4,686 | 44,742 | 516,394 | ||||||||||||
| Equity: | ||||||||||||||||
| Share capital | 369,122 | 200 | - | (a) | 369,322 | |||||||||||
| Capital reserves | 128,892 | - | 128,892 | |||||||||||||
| Accumulated losses | (585,074 | ) | 15,644 | (15,644 | )(a) | (585,074 | ) | |||||||||
| Other comprehensive income | (10,455 | ) | - | - | (10,455 | ) | ||||||||||
| Equity attributable to owners of the Company | (97,515 | ) | 15,844 | (15,644 | ) | (97,315 | ) | |||||||||
| Non-controlling interest | (2,490 | ) | - | - | (2,490 | ) | ||||||||||
| Total equity | (100,005 | ) | 15,844 | (15,644 | ) | (99,805 | ) | |||||||||
| TOTAL LIABILITIES AND EQUITY | 366,961 | 20,530 | 29,098 | 416,590 | ||||||||||||
28
UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
As of December 31, 2024
(In thousands of Brazilian reais, except when indicated
otherwise, and except share and per share amounts)
| As of December 31, 2024 | ||||||||||||||||
| Nvni Group Limited (Historical) (R$) | MK Solutions (Historical) (Note 2) (R$) (Converted to thousands) | Pro Forma Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 18,035 | $ | 7,197 | $ | (25,232 | )(d) | $ | - | |||||||
| Trade accounts receivable, net | 14,974 | 196 | 15,170 | |||||||||||||
| Short-term advances | 31,678 | - | 31,678 | |||||||||||||
| Taxes recoverable | 2 | 2 | ||||||||||||||
| Other current assets | 3,644 | 82 | 3,726 | |||||||||||||
| Total current assets | 68,331 | 7,477 | (25,232 | ) | 50,576 | |||||||||||
| Non-current assets | ||||||||||||||||
| Property and equipment, net | 4,479 | 864 | 5,343 | |||||||||||||
| Right-of-use assets, net | 1,791 | - | 1,791 | |||||||||||||
| Investments | - | 21 | - | 21 | ||||||||||||
| Intangible assets, net | 133,617 | 7,508 | 141,125 | |||||||||||||
| Goodwill | 185,758 | - | 60,097 | (d) | 245,855 | |||||||||||
| Other non-current assets | 11,417 | - | 11,417 | |||||||||||||
| Total non-current assets | 337,062 | 8,393 | 60,097 | 405,552 | ||||||||||||
| TOTAL ASSETS | 405,393 | 15,870 | 34,865 | 456,128 | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable | 61,284 | 297 | - | 61,581 | ||||||||||||
| Related parties | 1,078 | - | 1,078 | |||||||||||||
| Salaries and labor charges | 18,210 | 240 | 18,450 | |||||||||||||
| Loans and financing | 2,512 | - | 2,512 | |||||||||||||
| Debentures | 40,740 | - | 40,740 | |||||||||||||
| Exposure premium liability | 2,940 | - | - | 2,940 | ||||||||||||
| Lease liability | 773 | - | 773 | |||||||||||||
| Income taxes payable | 1,789 | 1,250 | 3,039 | |||||||||||||
| Labor obligations | - | 1,279 | 1,279 | |||||||||||||
| Taxes, fees and contributions payable | 5,577 | - | 5,577 | |||||||||||||
| Deferred revenue | 3,739 | - | 3,739 | |||||||||||||
| Deferred and contingent consideration on acquisitions | 277,183 | - | - | 277,183 | ||||||||||||
| Other current liabilities | 775 | 51 | 826 | |||||||||||||
| Total current liabilities | 416,600 | 3,117 | - | 419,717 | ||||||||||||
| Non-current liabilities | ||||||||||||||||
| Loans and financing | 375 | - | 375 | |||||||||||||
| Credit facility | - | - | 46,268 | (d) | 46,268 | |||||||||||
| Loans from investors | 22,033 | - | 22,033 | |||||||||||||
| Derivative liabilities | 7,663 | - | - | 7,663 | ||||||||||||
| Taxes, fees and contributions payable | 1,955 | - | 1,955 | |||||||||||||
| Other contingencies | - | - | 1,150 | 1,150 | ||||||||||||
| Lease liability | 1,118 | - | 1,118 | |||||||||||||
| Provisions for risks | 26,632 | - | 26,632 | |||||||||||||
| Deferred taxes | 40,639 | - | 40,639 | |||||||||||||
| Total non-current liabilities | 100,415 | 1,150 | 46,268 | 147,833 | ||||||||||||
| TOTAL LIABILITIES | 517,015 | 4,267 | 46,268 | 567,550 | ||||||||||||
| Equity: | ||||||||||||||||
| Share capital | 283,408 | 200 | - | (a) | 283,608 | |||||||||||
| Capital reserves | 128,845 | - | - | 128,845 | ||||||||||||
| Accumulated losses | (529,780 | ) | 11,402 | (11,402 | )(a) | (529,780 | ) | |||||||||
| Other comprehensive income | (2,968 | ) | - | - | (2,968 | ) | ||||||||||
| Equity attributable to owners of the Company | (120,495 | ) | 11,602 | (11,402 | ) | (120,295 | ) | |||||||||
| Non-controlling interest | 8,873 | - | - | 8,873 | ||||||||||||
| Total equity | (111,622 | ) | 11,602 | (11,402 | ) | (111,422 | ) | |||||||||
| TOTAL LIABILITIES AND EQUITY | 405,393 | 15,870 | 34,866 | 456,128 | ||||||||||||
29
UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF LOSS
For the six months ended June 30, 2025
(In thousands of Brazilian reais, except when indicated
otherwise, and except share and per share amounts)
| As of June 30, 2025 | ||||||||||||||||
| Nvni Group Limited (Historical) (R$) | MK Solutions (Historical) (Note 2) (R$) (Converted to thousands) | Pro Forma Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| REVENUE | ||||||||||||||||
| Net operating revenue | $ | 98,176 | $ | 15,724 | $ | - | $ | 113,900 | ||||||||
| Cost of services provided | (36,224 | ) | (2,155 | ) | - | (38,379 | ) | |||||||||
| Gross profit (loss) | 61,952 | 13,569 | - | 75,521 | ||||||||||||
| Sales and marketing expenses | (15,539 | ) | (531 | ) | - | (16,070 | ) | |||||||||
| General and administrative expenses | (41,863 | ) | (4,869 | ) | - | (46,732 | ) | |||||||||
| Other operating income (expenses), net | (36,538 | ) | - | - | (36,538 | ) | ||||||||||
| Operating loss | (31,988 | ) | 8,169 | - | (23,819 | ) | ||||||||||
| Financial income and expenses, net | (20,896 | ) | 632 | - | (20,264 | ) | ||||||||||
| Interest expense on credit facility | - | - | (9,253 | )(d) | (9,253 | ) | ||||||||||
| Financial loss, net | (20,896 | ) | 632 | - | (29,517 | ) | ||||||||||
| Loss before income tax | (52,884 | ) | 8,801 | - | (53,336 | ) | ||||||||||
| Income tax and social contribution | (4,423 | ) | (2,026 | ) | - | (6,449 | ) | |||||||||
| Net income (loss) representing total comprehensive loss for the period | (57,307 | ) | 6,775 | (9,253 | ) | (59,785 | ) | |||||||||
| Net loss attributed to: | ||||||||||||||||
| Owners of the Company | (59,961 | ) | 6,775 | - | (62,439 | ) | ||||||||||
| Non-controlling interests | 2,654 | - | - | 2,654 | ||||||||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING | ||||||||||||||||
| Basic and Diluted | 92,257,843 | 27,309,826 | 17,715,374 | (b) | 26,941,158 | |||||||||||
| NET INCOME (LOSS) PER SHARE | ||||||||||||||||
| Basic and Diluted | $ | (0.62 | ) | $ | 0.18 | $ | (2.12 | ) | ||||||||
30
UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF LOSS
For the period ended December 31, 2024
(In thousands of Brazilian reais, except when indicated
otherwise, and except share and per share amounts)
| As of December 31, 2024 | ||||||||||||||||
| Nvni Group Limited (Historical) (R$) | MK Solutions (Historical) (Note 2) (R$) (Converted to thousands) | Pro Forma Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| REVENUE | ||||||||||||||||
| Net operating revenue | $ | 193,282 | $ | 31,679 | $ | - | $ | 224,961 | ||||||||
| Cost of services provided | (70,754 | ) | (3,275 | ) | - | (74,029 | ) | |||||||||
| Gross profit (loss) | 122,528 | 28,404 | - | 150,932 | ||||||||||||
| Sales and marketing expenses | (28,084 | ) | (591 | ) | - | (28,675 | ) | |||||||||
| General and administrative expenses | (57,732 | ) | (9,279 | ) | - | (67,011 | ) | |||||||||
| Impairment of goodwill | (18,341 | ) | - | - | (18,341 | ) | ||||||||||
| Other operating income (expenses), net | (1,893 | ) | - | - | (1,893 | ) | ||||||||||
| Operating loss | 16,478 | 18,534 | - | 35,012 | ||||||||||||
| Financial income and expenses, net | (85,184 | ) | 1,491 | - | (83,693 | ) | ||||||||||
| Interest expense on credit facility | - | - | (12,019 | )(d) | (12,019 | ) | ||||||||||
| Financial loss, net | (85,184 | ) | 1,491 | - | (95,712 | ) | ||||||||||
| Loss before income tax | (68,706 | ) | 20,025 | - | (60,700 | ) | ||||||||||
| Income tax and social contribution | (9,503 | ) | (4,158 | ) | - | (13,661 | ) | |||||||||
| Net income (loss) representing total comprehensive loss for the year | (78,209 | ) | 15,867 | (12,019 | ) | (74,361 | ) | |||||||||
| Net loss attributed to: | ||||||||||||||||
| Owners of the Company | (86,173 | ) | 15,867 | - | (82,325 | ) | ||||||||||
| Non-controlling interests | 7,964 | - | - | 7,964 | ||||||||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING | ||||||||||||||||
| Basic and Diluted | 30,271,959 | 27,309,826 | 17,715,374 | (b) | 20,742,570 | |||||||||||
| NET INCOME (LOSS) PER SHARE | ||||||||||||||||
| Basic and Diluted | $ | (2.58 | ) | $ | 0.58 | $ | (3.58 | ) | ||||||||
31
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
| 1. | Adjustments to Unaudited Pro Forma Condensed Combined Financial Information |
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the MK Solutions Acquisition occurred on the dates indicated.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the U.S. Securities Act of 1933, as amended. The Company has elected not to present management adjustments and will only be presenting transaction accounting adjustments and financing adjustments in the unaudited pro forma condensed combined financial information.
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position as of June 30, 2025
(a) Reflects the reclassification of MK Solutions Common Stock from liability to permanent equity of R$15.8 million upon consummation of the MK Solutions Acquisition. The reclassification of non-redeemed shares from liability to permanent equity is calculated as R$0.2 million of redeemable shares liability at a par value of approximately US$.00001 per share. The adjustment is also inclusive of the reclassification of R$15.6 million of MK Solutions historical retained earnings to share premium upon closing of the MK Solutions Acquisition.
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position as of December 31, 2024
(a) Reflects the reclassification of MK Solutions Common Stock from liability to permanent equity of R$11.6 million upon consummation of the MK Solutions Acquisition. The reclassification of non-redeemed shares from liability to permanent equity is calculated as R$0.2 million of redeemable shares liability at a par value of approximately US$.00001 per share. The adjustment is also inclusive of the reclassification of R$11.4 million of MK Solutions historical retained earnings to share premium upon closing of the MK Solutions Acquisition.
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Loss for the Six Months Ended June 30, 2025
Transaction Accounting Adjustments:
(b) Reflects the estimated total number of shares of the Company’s common stock that would be outstanding as of the date of the MK Solutions Acquisition, including the shares to be issued in the Offering, as if they have been outstanding for the entirety of the periods presented. For the six months ended June 30, 2025, the historical weighted average shares outstanding for the Company have been adjusted to reflect the one-for-ten stock split effected in October 2025 as illustrated in the below table:
| Six Months Ended June 30, 2025 | ||||
| Weighted average shares outstanding - Nuvini historical | 92,257,843 | |||
| 1-for-10 reverse stock split ratio | 0.10 | |||
| Weighted average shares outstanding - Nuvini adjusted | 9,225,784 | |||
| Issuance of common stock in connection with MK Solutions Transaction | 17,715,374 | |||
| Pro forma combined weighted average number of common shares outstanding, basic and diluted | 26,941,158 | |||
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Loss for the Year Ended December 31, 2024
Transaction Accounting Adjustments:
(b) Reflects the estimated total number of shares of the Company’s common stock that would be outstanding as of the date of the MK Solutions Acquisition, including the shares to be issued in the Offering, as if they have been outstanding for the entirety of the periods presented. For the year ended December 31, 2024, the historical weighted average shares outstanding for the Company have been adjusted to reflect the one-for-ten stock split effected in October 2025 as illustrated in the below table:
| Year Ended December 31, 2025 | ||||
| Weighted average shares outstanding - Nuvini historical | 30,271,959 | |||
| 1-for-10 reverse stock split ratio | 0.10 | |||
| Weighted average shares outstanding - Nuvini adjusted | 3,027,196 | |||
| Issuance of common stock in connection with MK Solutions Transaction | 17,715,374 | |||
| Pro forma combined weighted average number of common shares outstanding, basic and diluted | 20,742,570 | |||
32
2. Accounting for the Acquisition of MK Solutions
Preliminary Purchase Price Consideration
(d) Under the terms of the purchase agreement of MK Solutions, the Company will pay, on the Closing Date, R$71,500 million, of which R$10,000 million will be deposited in an Escrow Account for contingencies, as applicable. Because there is no reliable estimate for the value of the future contingencies as of the filing date, the purchase price consideration is based on the stated consideration in the agreement, and the net assets acquired are derived from the historical balance sheet to estimate the resulting goodwill adjustment.
The following table presents the calculation of preliminary purchase price consideration as of June 30, 2025:
| (In thousands) | ||||
| Purchase price (as defined in the Share Purchase and Other Agreements) | R$71,500 | |||
| Assets acquired | 20,531 | |||
| Liabilities assumed | (4,886 | ) | ||
| Net assets acquired | 15,645 | |||
| Goodwill | R$55,855 | |||
The following table presents the calculation of preliminary purchase price consideration as of December 31, 2024:
| (In thousands) | ||||
| Purchase price (as defined in the Share Purchase and Other Agreements) | R$71,500 | |||
| Assets acquired | 15,870 | |||
| Liabilities assumed | (4,467 | ) | ||
| Net assets acquired | 11,403 | |||
| Goodwill | R$60,097 | |||
Preliminary Purchase Price Allocation
The allocation of the consideration is preliminary and pending finalization of various estimates, inputs and analyses used in the valuation assessment of the specifically identifiable tangible and intangible assets acquired and liabilities assumed. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. Since the Pro Forma Financial Information has been prepared based on preliminary estimates of fair values attributable to the acquisition of MK Solutions, the actual amounts eventually recorded in accordance with the acquisition method of accounting may differ materially from the information presented. In the pro forma statements, absent a completed fair value analysis, the assets and liabilities are reflected at the “best estimate” at the time of filing which equates to the book value on a preliminary basis.
The preliminary purchase price allocation is subject to change due to several factors, including changes in the estimated fair value of MK Solutions’ identifiable assets acquired and liabilities assumed, such as identifiable intangible assets and liabilities including labor obligations, redeemable shares liabilities and other contingencies.
In connection with the acquisition and related purchase price allocation, MK Solutions’ historical equity accounts were eliminated as of the acquisition date and replaced with the acquirer’s recognized net assets and goodwill, as applicable.
The unaudited pro forma combined balance sheet assumes that the Company funded the cash portion of the purchase consideration and transaction-related costs through a combination of cash on hand and the issuance of US$15.0 million of new credit facilities in connection with the acquisition. The proceeds from the credit issuance were used at closing to fund the transaction, resulting in no pro forma cash and cash equivalents as of the acquisition date. The unaudited pro forma condensed combined statements of loss include incremental interest expense related to the new credit facility drawn to fund the acquisition, calculated at an estimated interest rate of 20% in Brazilian Reais, assuming the borrowings were outstanding for the periods presented.
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This prospectus relates to the resale of up to 17,715,374 Ordinary Shares by the Selling Shareholder. The Ordinary Shares being offered by the Selling Shareholder are those previously issued to the selling shareholders. We are registering the Ordinary Shares in order to permit the Selling Shareholder to offer the Ordinary Shares for resale from time to time. Except for the ownership of the Ordinary Shares, the Selling Shareholder have not had any material relationship with us within the past three years.
The table below lists the Selling Shareholder and other information regarding the beneficial ownership of the Ordinary Shares by the Selling Shareholder. The second column lists the number of Ordinary Shares beneficially owned by the Selling Shareholder, based on its ownership of the Ordinary Shares, as December 26, 2025, assuming conversion of all Notes held by the Selling Shareholder on that date, using the Fixed Price (as defined in the Notes), without regard to any limitations on exercises.
The third column lists the Ordinary Shares being offered by this prospectus by the Selling Shareholder.
In accordance with the terms of a registration rights agreement with the Selling Shareholder, this prospectus generally covers the resale of the sum of the number of Ordinary Shares issued to the Selling Shareholder. The fourth column assumes the sale of all of the Ordinary Shares offered by the Selling Shareholder pursuant to this prospectus.
| Name of Selling Shareholder | Number of Ordinary Shares Owned Prior to Offering(2) | Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus (3) | Number of Ordinary Shares Owned After Offering(4) | |||||||||
| Amiens Technology Investments LLC(1) | 2,112,192 | 17,715,374 | - | |||||||||
| (1) | The address of the Selling Shareholder is c/o Ayrton Capital LLC, 55 Post Rd West, 2nd Floor, Westport, CT 06880. Ayrton Capital LLC, the investment manager to Amiens Technology Investments LLC, has discretionary authority to vote and dispose of the shares held by Amiens Technology Investments LLC and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Amiens Technology Investments LLC. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares. |
| (2) | Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security. Represents the Conversion of the Outstanding Value (as defined in the Notes) of the Notes at a conversion price of $4.36 (“Fixed Price”). |
| (3) | Represents the maximum number of Ordinary Shares issued or issuable upon conversion of the Notes. |
| (4) | Assumes the Selling Shareholder sells all the Ordinary Shares that it beneficially owns or will own as result of the conversion of the Notes, although the Selling Shareholder is not under an obligation known to us to sell any Ordinary Shares at this time. |
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We are registering an aggregate of 17,715,374 Ordinary Shares issuable to the Selling Shareholder upon conversion of the Notes, to permit the resale of these Ordinary Shares by the Selling Shareholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Shareholder of the shares of Ordinary Shares. We will bear all fees and expenses incident to our obligation to register the Ordinary Shares.
Each Selling Shareholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | settlement of short sales; |
| ● | in transactions through broker-dealers that agree with the Selling Shareholder to sell a specified number of such securities at a stipulated price per security; |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| ● | a combination of any such methods of sale; or |
| ● | any other method permitted pursuant to applicable law. |
The Selling Shareholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
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Broker-dealers engaged by the Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the securities or interests therein, the Selling Shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Ordinary Shares by the Shareholder or any other person. We will make copies of this prospectus available to the Selling Shareholder and have informed it of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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EXPENSES RELATED TO THE OFFERING
| U.S. dollar | ||||
| SEC Registration Fee | $ | 7,095 | ||
| Legal Fees and Expenses | $ | 65,000 | ||
| Accounting Fees and Expenses | $ | 69,305 | ||
| Printing Expenses | $ | 0 | ||
| Miscellaneous Expenses | $ | 0 | ||
| Total | $ | 141,400 | ||
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS
The Company is incorporated in Cayman Islands and conducts a majority of its operations, located outside the United States. The majority of the Company’s assets are located outside the United States. A majority of the Company’s officers reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against the Company or against these individuals outside of the United States in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws outside of the United States could render you unable to enforce a judgment against the Company’s assets or the assets of the Company’s officers.
We are being represented by Sichenzia Ross Ference Carmel LLP with respect to certain legal matters of U.S. federal securities and New York State law. Validity of the securities offered in this offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Carey Olsen, our counsel as to Cayman Islands law.
The audited consolidated financial statements as of and for the years ended December 31, 2024, and 2023 included in this prospectus for the year ended December 31, 2024, in reliance on the report of Grant Thornton Auditores Independentes Ltda., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements for the year ended December 31, 2022, before the effects of the adjustments of the reorganization transaction described in Notes 1, 17, and 18, (not separately included or incorporated by reference in the Prospectus) have been audited by Deloitte Touche Tohmatsu Auditores Independentes Ltda., an independent registered public accounting firm. The adjustments to those financial statements to retrospectively apply the reorganization transaction described in Notes 1, 17, and 18 have been audited by Grant Thornton Auditores Independentes Ltda., an independent registered public accounting firm. The consolidated financial statements for the year ended December 31, 2022 included in this prospectus for the year ended December 31, 2024, in reliance on the reports of (i) Deloitte Touche Tohmatsu Auditores Independentes Ltda. solely with respect to those financial statements before the effects of the adjustments to retrospectively apply the reorganization transaction described in Notes 1, 17, and 18 and (ii) Grant Thornton Auditores Independentes Ltda. solely with respect to the adjustments to those financial statements to retrospectively apply the reorganization transaction described in Notes 1, 17, and 18, given on the authority of such firms as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-3 under the Securities Act with respect to the Ordinary Shares offered in this prospectus.
This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us and our securities offered hereby, reference is made to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.
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We are subject to the periodic reporting and other information requirements of the Exchange Act as applicable to a “foreign private issuer,” and we will file annual reports and other information from time to time with the SEC in accordance with such requirements. Our SEC filings will be available to the public on the internet at a website maintained by the SEC located at www.sec.gov.
We also maintain an Internet website at https:// www.nuvini.co. We will make available on our website, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 20-F; our reports on Form 6-K; amendments to these documents; and other information as may be required by the SEC. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows the Company to “incorporate by reference” the information it files with them. This means that the Company can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in the Company’s affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When the Company updates the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference in this prospectus, you should rely on the information contained in the document that was filed later.
The Company incorporates by reference the filed documents listed below, except as superseded, supplemented or modified by this prospectus:
| ● | its Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on April 30, 2025; |
| ● | the description of the Ordinary Shares contained in the Company’s Registration Statement on Form 8-A12B filed with the SEC on September 29, 2023, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description; |
| ● | any annual or periodic reports, including on Form 20-F, filed with the SEC pursuant to the Exchange Act after the date of this prospectus and prior to the termination of the offerings of Securities under this prospectus (except to the extent such reports are furnished but not filed with the SEC); and |
| ● | any Report on Form 6-K submitted to the SEC after the date of this prospectus and prior to the termination of the offerings of securities under this prospectus, but only to the extent that the forms expressly state that Nuvini incorporates them by reference in this prospectus. |
Potential investors, including any beneficial owner, may obtain a copy of any of the documents summarized herein or any of its SEC filings incorporated by reference herein without charge by written or oral request directed to at:
Nvni Group Limited
P.O. Box 10008, Pavilion East, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Tel: (+55 11) 5642-3370
Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in a subsequently filed document incorporated by reference herein, modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Every Director, secretary and other officer (excluding statutory auditors) of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.
We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
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Item 9. Exhibits and Financial Statement Schedules
40
41
42
| + | Schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. Nuvini Group Limited agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
| † | Portions of these exhibits have been redacted in compliance with Item 601(a)(6) of Regulation S-K. |
| * | Filed herewith |
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(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
(d) Filing Fee Table.
The Filing Fee Table and related disclosure is filed herewith as Exhibit 107.
Item 10. Undertakings.
(a) The undersigned hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) that for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) to file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished; provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements; and
(5) that, for the purpose of determining liability under the Securities Act to any purchaser:
(i) if the registrant is relying on Rule 430B:
(A) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned hereby undertakes:
(1) that for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(6) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(7) That every prospectus (i) that is filed pursuant to paragraph (6) above, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) (i) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused and authorized this registration statement to be signed on its behalf by the undersigned.
| NVNI GROUP LIMITED | ||
| January 26, 2026 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
Each of the undersigned individuals hereby severally constitutes and appoints each of Pierre Schurmann and Luiz Busnello as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments to this registration statement, and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following people in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Pierre Schurmann | Chief Executive Officer and Director | January 26, 2026 | ||
| Pierre Schurmann | (Principal Executive Officer) | |||
| /s/ Roberto Otero | Chief Financial Officer | January 26, 2026 | ||
| Roberto Otero | ||||
| /s/ Gustavo Usero | Chief Operating Officer | January 26, 2026 | ||
| Gustavo Usero | ||||
| /s/ Ricardo Beirouti de Miranda Roque | Controller | January 26, 2026 | ||
| Ricardo Beirouti de Miranda Roque | ||||
| /s/ Luiz Busnello | Director | January 26, 2026 | ||
| Luiz Busnello | ||||
| /s/ João Antonio Dantas Bezerra Leite | Director | January 26, 2026 | ||
| João Antonio Dantas Bezerra Leite | ||||
| /s/ Marcello Gonçalves | Director | January 26, 2026 | ||
| Marcello Gonçalves | ||||
| /s/ Marco Aurelio Leone Fernandes | Director | January 26, 2026 | ||
| Marco Aurelio Leone Fernandes | ||||
| /s/ Phoebe Wang | Director | January 26, 2026 | ||
| Phoebe Wang |
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AUTHORIZED REPRESENTATIVE
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America has signed this registration statement or amendment thereto in New York on January 26, 2026.
| By: | /s/ Collen A. DeVries | |
| Name: | Collen A. DeVries | |
| Title: | Senior Vice President on behalf of Cogency Global Inc |
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Exhibit 3.3
 | Carey Olsen Cayman Limited | |
| PO Box 10008 | ||
| Pavilion East | ||
| Cricket Square | ||
| Grand Cayman KY1-1001 | ||
| Cayman Islands | ||
| T +1 345 749 2000 | ||
| F +1 345 749 2100 | ||
| E cayman@)careyolsen.com |
| Our ref | 1081075/0002/Z4437949v1 |
| Your ref | |
| Registrar of Companies | 26 September 2025 |
| Government Administration Building | |
| 133 Elgin Avenue | |
| George Town | |
| Grand Cayman | |
| KY1-9000 | |
| Cayman Islands |
BY HAND
Dear Sir, Madam,
NVNI GROUP LIMITED (the “Company”) - 395485
Extract of special resolution of the shareholders re Amendment of Share Capital
On behalf of CO Services Cayman Limited, as the registered office service provider of the Company, we do hereby confirm that the following special resolution of the shareholders of the Company was passed effective on 18 September 2025:
“that the Company consolidates at a ratio of 10 to 1 the Company’s Ordinary Shares (the “Reverse Share Split”) meaning the authorised share capital of the Company is amended from US$5,005 divided into 500,000,000 Ordinary Shares of a par value of US$0.00001 each and 500,000 Class FF Shares by the creation of 500,000 Class FF Shares of a par value of US$0.00001 each to US$5,005 divided into 50,000,000 Ordinary Shares of a par value of US$0.0001 each and 500,000 Class FF shares of a par value of US$0.00001 each.”
Should you have any queries related to this matter, please contact Sarah Fawkes by telephone on +1 345 749 2024 or by email at sarah. fawkes@careyolsen.com..
Yours faithfully
/s/ Sarah Fawkes
Sarah Fawkes
Carey Olsen
“Carey Olsen” in the Cayman Islands is the business name of Carey Olsen Cayman Limited, a body corporate recognised under the Legal Practitioners (Incorporated Practice) Regulations (as revised). The use of the title “Partner” is merely to denote seniority. Services are provided on the basis of our current terms of business, which can be viewed at: www.careyolsen.com/terms-of-business. CO Services Cayman Limited is regulated by the Cayman Islands Monetary Authority as the holder of a corporate services licence (No. 624643) under the Companies Management Act (as revised).
| BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS GUERNSEY JERSEY |  |
| CAPE TOWN HONG KONG SAR LONDON SINGAPORE |  |
| Filed: 28-Sep-2025 15:16 EST | |
| Auth Code: C52530907317 | |
| www.verify.gov.ky File#: 395485 | |
THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
NVNI GROUP LIMITED
(adopted by special resolution on 20 March 2025)
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
NVNI GROUP LIMITED
(adopted by Special Resolution passed on 20 March 2025)
| 1. | The name of the Company is Nvni Group Limited. |
| 2. | The registered office of the Company shall be at the offices of CO Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands, or at such other place as the Directors may from time to time decide. |
| 3. | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to exercise all the functions of a natural person of full capacity. |
| 4. | The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares. |
| 5. | The share capital of the Company is US$5,005 divided into 500,000,000 Ordinary Shares of a par value of US$0.00001 each and 500,000 Class FF Shares by the creation of 500,000 Class FF Shares of a par value of US$0.00001 each. |
| 6. | The Company has the power to register by way of continuation outside of the Cayman Islands in accordance with the Companies Act and to de-register as an exempted company in the Cayman Islands. |
| 7. | Capitalised terms that are not defined in this Amended and Restated Memorandum of Association have the same meaning as those given in the Amended and Restated Articles of Association of the Company. |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
NVNI GROUP LIMITED
(adopted by Special Resolution passed on 20 March 2025)
| ||
| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
CONTENTS
| 1. | PRELIMINARY | 1 |
| 2. | COMMENCEMENT OF BUSINESS | 7 |
| 3. | REGISTERED OFFICE AND OTHER OFFICES | 7 |
| 4. | SERVICE PROVIDERS | 8 |
| 5. | ISSUE OF SHARES | 8 |
| 6. | REGISTER OF MEMBERS | 10 |
| 7. | CLOSING REGISTER OF MEMBERS AND FIXING RECORD DATE | 11 |
| 8. | CERTIFICATED SHARES | 11 |
| 9. | UNCERTIFICATED SHARES | 12 |
| 10. | DEPOSITORY INTERESTS | 14 |
| 11. | CALLS ON SHARES | 16 |
| 12. | FORFEITURE OF SHARES | 17 |
| 13. | TRANSFER OF SHARES | 20 |
| 14. | TRANSMISSION OF SHARES | 22 |
| 15. | REDEMPTION, PURCHASE AND SURRENDER OF SHARES | 24 |
| 16. | FINANCIAL ASSISTANCE | 24 |
| 17. | CLASS RIGHTS AND CLASS MEETINGS | 25 |
| 18. | NO RECOGNITION OF TRUSTS OR THIRD PARTY INTERESTS | 25 |
| 19. | LIEN ON SHARES | 26 |
| 20. | UNTRACED MEMBERS | 27 |
| 21. | ALTERATION OF SHARE CAPITAL | 29 |
| 22. | GENERAL MEETINGS | 30 |
| 23. | NOTICE OF GENERAL MEETINGS | 31 |
| 24. | PROCEEDINGS AT GENERAL MEETINGS | 32 |
| 25. | VOTES OF MEMBERS | 34 |
| 26. | REPRESENTATION OF MEMBERS AT GENERAL MEETINGS | 36 |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| 27. | APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS | 39 |
| 28. | ALTERNATE DIRECTORS | 41 |
| 29. | POWERS OF DIRECTORS | 42 |
| 30. | PROCEEDINGS OF DIRECTORS | 43 |
| 31. | DELEGATION OF DIRECTORS’ POWERS | 46 |
| 32. | DIRECTORS’ RENUMERATION, EXPENSES AND BENEFITS | 50 |
| 33. | SEAL | 51 |
| 34. | DIVIDENDS, DISTRIBUTIONS AND RESERVES | 51 |
| 35. | SHARE PREMIUM ACCOUNT | 58 |
| 36. | DISTRIBUTION PAYMENT RESTRICTIONS | 58 |
| 37. | BOOKS OF ACCOUNT | 59 |
| 38. | AUDITOR | 59 |
| 39. | NOTICES | 60 |
| 40. | WINDING UP | 63 |
| 41. | INDEMNITY AND INSURANCE | 64 |
| 42. | REQUIRED DISCLOSURE | 65 |
| 43. | FINANCIAL YEAR | 65 |
| 44. | TRANSFER BY WAY OF CONTINUATION | 65 |
| 45. | MERGERS AND CONSOLIDATIONS | 65 |
| 46. | AMENDMENT OF MEMORANDUM AND ARTICLES | 65 |
| 47. | TAX TRANSPARENCY REPORTING | 66 |
| 48. | Business Opportunities | 67 |
| 49. | Exclusive Jurisdiction and Forum | 67 |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| 1. | PRELIMINARY |
| 1.1 | Table A not to apply |
The regulations contained or incorporated in Table A in the First Schedule to the Companies Act shall not apply to the Company and these Articles shall apply in place thereof.
| 1.2 | Definitions |
| “Applicable Law” | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person; | ||
| “Articles” | means these amended and restated articles of association of the Company, as amended or substituted from time to time; | ||
| “Audit Committee” | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | ||
| “Auditor” | means the person (if any) for the time being performing the duties of auditor of the Company; | ||
| “Beneficial Ownership” | means, with respect to a security, sole or shared voting power (which includes the power to vote, or to direct the voting of, such security) and/or investment power (which includes the power to acquire (or an obligation to acquire) or dispose, or to direct the acquisition or disposal of, such security) and/or a long economic exposure, whether absolute or conditional, to changes in the price of such security, in each case, whether direct or indirect, and whether though any contract, arrangement, understanding, relationship, or otherwise and “beneficial owner” shall mean a person entitled to such Interest; | ||
| “business day” | means any day on which the Exchange is open for the business of dealing in securities; | ||
| “certificated” | means, in relation to a Share, a Share which is recorded in the Register of Members as being held in certificated form; | ||
| “Class” or “Classes” | means any class or classes of Shares as may from time to time be issued by the Company; |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| “Class FF Share” | means each Share in the capital of the Company that has been designated as a Class FF Share. | ||
| “clear days” | in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect; | ||
| “Clearing House” | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or any Interests in Shares) (or the depository receipts therefor) are listed or quoted on an Exchange or interdealer quotation system in such jurisdiction. | ||
| “Companies Act” | means the Companies Act (as revised) of the Cayman Islands, as amended or revised from time to time; | ||
| “Company” | means the above-named company; | ||
“Company’s Website” |
means the website of the Company, the address or domain name of which has been notified to Members; | ||
“Compensation Committee” |
means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | ||
| “Depository” | means any person who is a Member by virtue of its holding Shares as trustee or otherwise on behalf of those who have elected to hold Shares in dematerialised form through a Depository Interest. | ||
| “Depository Interest” | means a dematerialised depository receipt representing the underlying Share in the capital of the Company to be issued by a Depository nominated by the Company. | ||
| “Directors” | means the directors for the time being of the Company or as the case may be, the Directors assembled as a board or as a committee thereof; | ||
| “Dollar” or “US$” | means the lawful currency of the United States of America; | ||
“electronic communication” |
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors; |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| “Electronic Record” | has the same meaning as in the Electronic Transactions Act; | ||
“Electronic Transactions Act” |
means the Electronic Transactions Act (as revised) of the Cayman Islands, as amended or revised from time to time; | ||
| “Exchange” | means the NASDAQ for so long as any Shares or Interests in Shares are there listed or quoted and any other recognised securities exchange(s) listed in Schedule 4 of the Companies Act on which any Shares or Interests in Shares are listed or quoted for trading from time to time; | ||
| “Exchange Rules” | means the NASDAQ Listing Rules and any other relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing or quotation of any Shares (or any Interests in Shares) on an Exchange; | ||
| “Group” | means the group comprising the Company and its subsidiary undertakings (not including any parent undertaking of the Company); | ||
| “Group Undertaking” | means any undertaking in the Group, including the Company; | ||
| “Heru” | means, collectively, Heru Investment Holdings Ltd and any other person controlled by, controlling, or under common control with the same; | ||
| “Interest” | in securities or in a person means any form of Beneficial Ownership (including, for the avoidance of doubt, any derivative, contractual or economic right or contract for difference) of securities of such person; | ||
| “Listed Share” | means a Share that is listed or admitted to trading on an Exchange; | ||
| “Listed Share Register” | means the register of members which registers the holdings of Listed Shares; | ||
| “Member” | means any person from time to time entered in the Register of Members as a holder of one or more Shares; | ||
| “Memorandum” | means the memorandum of association of the Company, as amended or substituted from time to time; |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
“Nominating and Corporate Governance Committee” |
means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | ||
| “officer” | means a person appointed to hold an office in the Company; | ||
| “Ordinary Resolution” | means a resolution: |
| (a) | passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled by the Articles; or |
| (b) | approved in writing by all of the Members entitled to vote at a general meeting of the Company, passed in accordance with these Articles; |
| “Ordinary Share” | means each Share in the capital of the Company that has been designated as an Ordinary Share. | ||
| “Register of Members” | means the Listed Share Register, the Unlisted Share Register and any branch register(s) in each case as the context requires; | ||
| “Registered Office” | means the registered office for the time being of the Company in the Cayman Islands; | ||
| “Relevant System” | means any computer-based system and procedures permitted by the Exchange Rules, which enable title to Interests in a security to be evidenced and transferred without a written instrument, and which facilitate supplementary and incidental matters; | ||
| “Seal” | means the common seal of the Company (if any) and includes every duplicate seal; | ||
| “Secretary” | means any person or persons appointed by the Directors to perform any of the duties of the secretary of the Company; | ||
“Securities and Exchange Commission” |
means the United States Securities and Exchange Commission; |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| “Share” | means a share in the capital of the Company and includes a fraction of a Share; | ||
“Special Resolution” |
means a special resolution passed in accordance with the Companies Act, being a resolution: |
| (a) | passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or |
| (b) | approved in writing by all of the Members entitled to vote at a general meeting of the Company, passed in accordance with these Articles; |
“subsidiary undertaking” |
a company or undertaking is a subsidiary of a parent undertaking if the parent undertaking (i) holds a majority of the voting rights in it, or (ii) is a member of it and has the right to appoint or remove a majority of its board of directors, or (iii) is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; | ||
| “Treasury Shares” | means Shares held in treasury pursuant to the Companies Act and these Articles; | ||
| “uncertificated” | means, in relation to a Share, a Share to which title is recorded in the Register of Members as being in uncertificated form and title to which may be transferred by means of a Relevant System; | ||
“Uncertificated Proxy Instruction” |
means a properly authenticated dematerialised instruction and/or other instruction or notification, which is sent by means of the Relevant System concerned and received by such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the Relevant System concerned); | ||
“Unlisted Share Register” |
means the register of members that registers the holdings of Unlisted Shares and which, for the purposes of the Companies Act, constitutes the Company’s “principal register”; and | ||
| “Unlisted Shares” | means a Share that is not listed or admitted to trading on an Exchange. |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| 1.3 | Interpretation |
Unless the contrary intention appears, in these Articles:
| (a) | singular words include the plural and vice versa; |
| (b) | a word of any gender includes the corresponding words of any other gender; |
| (c) | references to “persons” include natural persons, companies, partnerships, firms, joint ventures, associations or other bodies of persons (whether or not incorporated); |
| (d) | a reference to a person includes that person’s successors and legal personal representatives; |
| (e) | “writing” and “written” includes any method of representing or reproducing words in a visible form, including in the form of an Electronic Record; |
| (f) | a reference to “shall” shall be construed as imperative and a reference to “may” shall be construed as permissive; |
| (g) | in relation to determinations to be made by the Directors and all powers, authorities and discretions exercisable by the Directors under these Articles, the Directors may make those determinations and exercise those powers, authorities and discretions in their sole and absolute discretion, either generally or in a particular case, subject to any qualifications or limitations expressed in these Articles or imposed by law; |
| (h) | any reference to the powers of the Directors shall include, when the context admits, the service providers or any other person to whom the Directors may, from time to time, delegate their powers; |
| (i) | the term “and/or” is used in these Articles to mean both “and” as well as “or”. The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive, and “and” shall not be interpreted to require the conjunctive, in each case unless the context requires otherwise; |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| (j) | any phrase introduced by the terms “including”, “includes”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
| (k) | headings are inserted for reference only and shall not affect construction; |
| (l) | a reference to a law includes regulations and instruments made under that law; |
| (m) | a reference to a law or a provision of law includes amendments, re-enactments, consolidations or replacements of that law or the provision; |
| (n) | “fully paid” and “paid up” means paid up as to the par value and any premium payable in respect of the issue or re-designation of any Shares and includes credited as fully paid; |
| (o) | where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose; and |
| (p) | sections 8 and 19(3) of the Electronic Transactions Act are hereby excluded. |
| 2. | COMMENCEMENT OF BUSINESS |
| 2.1 | The business of the Company may be commenced as soon after incorporation as the Directors shall see fit. |
| 2.2 | The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in connection with the formation and operation of the Company, including the expenses of registration and any expenses relating to the offer of, subscription for, or issuance of Shares. |
| 2.3 | Expenses may be amortised over such period as the Directors may determine. |
| 3. | REGISTERED OFFICE AND OTHER OFFICES |
| 3.1 | Subject to the provisions of the Companies Act, the Company may by resolution of the Directors change the location of its Registered Office. |
| 3.2 | The Directors, in addition to the Registered Office, may in their discretion establish and maintain such other offices, places of business and agencies whether within or outside of the Cayman Islands. |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| 4. | SERVICE PROVIDERS |
The Directors may appoint any person to act as a service provider to the Company and may delegate to any such service provider any of the functions, duties, powers and discretions available to them as Directors, upon such terms and conditions (including as to the remuneration payable by the Company) and with such powers of sub-delegation, but subject to such restrictions, as they think fit.
| 5. | ISSUE OF SHARES |
| 5.1 | Power of Directors to issue Shares |
| (a) | The issue of Shares is under the control of the Directors who, subject to the Companies Act, the Memorandum, these Articles, the Exchange Rules (where applicable), any resolution that may be passed by the Company in general meeting and any rights attached to any Shares or Class of Shares, may: |
| (i) | offer, issue, allot or otherwise dispose of them to such persons, in such manner, on such terms and having such rights and being subject to such restrictions, as they may from time to time determine; and |
| (ii) | grant options over such Shares and issue warrants, convertible securities or similar instruments with respect thereto. |
| (b) | The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend, return of capital and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) shall be fixed and determined by the Directors. |
| (c) | The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason. |
| (d) | The Directors shall only issue Shares as fully paid. |
| 5.2 | Payment of commission or brokerage |
Subject to the provisions of the Companies Act, the Company may pay a commission or brokerage in connection with the subscription for or issue of any Shares. The Company may pay the commission or brokerage in cash or by issuing fully or partly paid Shares or by a combination of both.
| 5.3 | No Shares to bearer |
The Company shall not issue Shares to bearer.
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| 5.4 | Fractional Shares |
The Directors may issue fractions of a Share of any Class, and, if so issued, a fraction of a Share (calculated to such decimal points as the Directors may determine) shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaid amount thereon, contribution, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes of a whole Share of the same Class.
| 5.5 | Treasury Shares |
| (a) | Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Companies Act shall be held as Treasury Shares and not treated as cancelled if: |
| (i) | the Directors so determine prior to the purchase, redemption or surrender of those shares; and |
| (ii) | the relevant provisions of the Memorandum and Articles, the Companies Act and the Exchange Rules are otherwise complied with. |
| (b) | No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share. |
| (c) | The Company shall be entered in the Register of Members as the holder of the Treasury Shares. However: |
| (i) | the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and |
| (ii) | a Treasury Share shall not be voted, directly or indirectly, at any general meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Companies Act. |
| (d) | Nothing in paragraph (c) above prevents an allotment of Shares as fully paid up bonus Shares in respect of a Treasury Share and Shares allotted as fully paid up bonus Shares in respect of a Treasury Share shall be treated as Treasury Shares. |
| (e) | Treasury Shares may be disposed of by the Company in accordance with the Companies Act and otherwise on such terms and conditions as the Directors determine (including, without limitation, for nil consideration). |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| 6. | REGISTER OF MEMBERS |
| 6.1 | Duty to establish and maintain a Register of Members |
| (a) | The Directors shall cause the Company to keep at its Registered Office, or at any other place within or outside the Cayman Islands they think fit, the Register of Members (which, for the avoidance of doubt, comprises the Listed Share Register, the Unlisted Share Register and any branch register(s) maintained from time to time) in which shall be entered: |
| (i) | the particulars of the Members; |
| (ii) | the particulars of the Shares issued to each of them; and |
| (iii) | other particulars required under the Companies Act and the Exchange Rules (as appropriate). |
| (b) | If the recording complies with the Companies Act, the Exchange Rules and any other applicable law, the Listed Share Register may be kept by recording the particulars required under the Companies Act in a form otherwise than in a physically written form. However, to the extent the Listed Share Register is kept in a form otherwise than in a physically written form, it must be capable of being reproduced in a legible form. |
| 6.2 | Power to establish and maintain branch registers |
| (a) | Subject to the Exchange Rules, the rules and regulations of the Relevant System and any other applicable laws, if the Directors consider it necessary or desirable, whether for administrative purposes or otherwise, they may cause the Company to establish and maintain a branch register or registers of members of such category or categories and at such location or locations within or outside the Cayman Islands as they think fit. |
| (b) | The Company shall cause to be kept at the place where the Unlisted Share Register is kept, a duplicate of any branch register duly entered up from time to time. Subject to this Article, with respect to a duplicate of any branch register: |
| (i) | the Unlisted Shares registered in the branch register shall be distinguished from those registered in the Unlisted Share Register; and |
| (ii) | no transaction with respect to any Unlisted Shares registered in a branch register shall, during the continuance of that registration, be registered in any other register. |
| (c) | The Company may discontinue keeping any branch register and thereupon all entries in such branch register shall be transferred to another branch register kept by the Company or to the Unlisted Share Register. |
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| 7. | CLOSING REGISTER OF MEMBERS AND FIXING RECORD DATE |
| 7.1 | Power of Directors to close the Register of Members |
For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment of a meeting, or Members entitled to receive payment of any dividend or distribution, or in order to make a determination of Members for any other proper purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed thirty (30) days.
| 7.2 | Power of Directors to fix a record date |
In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrear a date as the record date for any such determination of Members entitled to notice of or to vote at a meeting of the Members, and for the purpose of determining the Members entitled to receive payment of any dividend or distribution, or in order to make a determination of Members for any other purpose.
| 7.3 | Circumstances where Register of Members is not closed and no fixed record date |
If the Register of Members is not closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a dividend or distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment of that meeting.
| 8. | CERTIFICATED SHARES |
| 8.1 | Right to certificates |
A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine.
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| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| 8.2 | Form of share certificates |
Share certificates, if any, shall be in such form as the Directors may determine and shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise share certificates to be issued with the authorised signature(s) affixed by mechanical process. All share certificates shall be consecutively numbered or otherwise identified and shall specify the number and Class of Shares to which they relate and the amount paid up thereon or the fact that they are fully paid, as the case may be. All share certificates surrendered to the Company for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until the former certificate evidencing a like number of relevant Shares shall have been surrendered and cancelled. Where only some of the certificated Shares evidenced by a share certificate are transferred, the old certificate shall be surrendered and cancelled and a new certificate for the balance of the certificated Shares shall be issued in lieu without charge.
| 8.3 | Certificates for jointly-held Shares |
If the Company issues a share certificate in respect of certificated Shares held jointly by more than one person, delivery of a single share certificate to one joint holder shall be a sufficient delivery to all of them.
| 8.4 | Replacement of share certificates |
If a share certificate is defaced, worn-out or alleged to have been lost, stolen or destroyed, a new share certificate shall be issued on the payment of such expenses reasonably incurred by the Company and the person requiring the new share certificate shall first surrender the defaced or worn-out share certificate or give such evidence of the loss, theft or destruction of the share certificate and such indemnity to the Company as the Directors may require.
| 8.5 | Timing of issue |
Share certificates shall be issued within the relevant time limit as prescribed by the Companies Act, if applicable, or as the rules and regulations of the Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under applicable law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company.
| 9. | UNCERTIFICATED SHARES |
| 9.1 | Uncertificated Shares held by means of a Relevant System |
| (a) | The Directors may permit Shares to be held in uncertificated form and shall have power to implement such arrangements as they may, in their absolute discretion, think fit in order for any Class of Shares to be transferred by means of a Relevant System of holding and transferring Shares (subject always to any applicable law and the requirements of the Relevant System concerned). |
| (b) | (For the purpose of this Article 9, the expression “Shares”, where the context permits, also includes Interests in such Shares). |
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| 9.2 | Disapplication of inconsistent Articles |
Where the arrangements described in this Article 9 are implemented, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with:
| (a) | the holding of Shares of that Class in uncertificated form; and |
| (b) | the facilities and requirements of the Relevant System. |
| 9.3 | Arrangements for uncertificated Shares |
Notwithstanding anything contained in these Articles (but subject always to the Companies Act, any other applicable laws and regulations and the facilities and requirements of any Relevant System):
| (a) | unless the Directors otherwise determine, Shares held by the same holder or joint holder in certificated form and uncertificated form shall be treated as separate holdings; |
| (b) | conversion of Shares held in certificated form into Shares held in uncertificated form, and vice versa, may be made in such a manner as the Directors may in their absolute discretion think fit and in accordance with applicable regulations; |
| (c) | shares may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in such manner as the Directors may in their absolute discretion, think fit; |
| (d) | Article 13.2 shall not apply in respect of Shares recorded on the Register of Members as being held in uncertificated form to the extent that Article 13.2 requires or contemplates the effecting of a transfer by an instrument in writing and the production of a certificate for the Share to be transferred; |
| (e) | a Class of Share shall not be treated as two Classes by virtue only of that Class comprising both certificated and uncertificated Shares or as a result of any provision of these Articles or any other applicable law or regulation which applies only in respect of certificated and uncertificated Shares; |
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| (f) | where the Company is entitled under applicable law or these Articles to sell, transfer or otherwise dispose of, redeem, repurchase, re-allot, accept the surrender of, forfeit or enforce a lien over, a Share in the Company, the Directors shall, subject to such applicable laws, these Articles and the facilities and requirements of the Relevant System be entitled (without limitation): |
| (i) | to require the holder of that Share by notice to convert that Share into certificated form within the period specified in the notice and to hold that Share in certificated form so long as required by the Company; |
| (ii) | to require the operator of the Relevant System to convert that Share into certificated form; |
| (iii) | to require the holder of that Share by notice to give any instructions necessary to transfer title to that Share by means of the Relevant System within the period specified in the notice; |
| (iv) | to require the holder of that Share by notice to appoint any person to take any step, including without limitation the giving of any instructions by means of the Relevant System, necessary to transfer that Share within the period specified in the notice; |
| (v) | to take any other action that the Directors consider necessary or expedient to achieve the sale, transfer, disposal, re-allotment, forfeiture or surrender of that Share or otherwise to enforce a lien in respect of that Share; |
| (vi) | to require the deletion of any entries in the Relevant System reflecting the holding of such Share in uncertificated form; and |
| (vii) | to require the operator of the Relevant System to alter the entries in the Relevant System so as to divest the holder of the relevant Share of the power to transfer such Share other than to a person selected or approved by the Directors for the purposes of such transfer. |
| (g) | Article 8 shall not apply so as to require the Company to issue a certificate to any person holding Shares in uncertificated form. |
| 10. | DEPOSITORY INTERESTS |
| 10.1 | Depository Interests held by means of a Relevant System |
The Directors may permit Shares of any Class to be represented by Depository Interests and to be transferred or otherwise dealt with by means of a Relevant System and may revoke any such permission.
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| 10.2 | Disapplication of inconsistent Articles |
Where the arrangements described in this Article 10 are implemented, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with:
| (a) | the holding of Depository Interests; and |
| (b) | the facilities and requirements of the Relevant System. |
| 10.3 | Arrangements for Depository Interests |
| (a) | The Directors may make such arrangements or regulations (if any) as they may from time to time in their absolute discretion think fit in relation to the evidencing, issue and transfer of Depository Interests and otherwise for the purpose of implementing and/or supplementing the provisions of this Article 10 and the Exchange Rules and the facilities and requirements of the Relevant System. |
| (b) | The Company may use the Relevant System in which any Depository Interests are held to the fullest extent available from time to time in the exercise of any of its powers or functions under the Companies Act, the Exchange Rules or these Articles or otherwise in effecting any actions. |
| (c) | For the purpose of effecting any action by the Company, the Directors may determine that Depository Interests held by a person shall be treated as a separate holding from certificated Shares held by that person. |
| 10.4 | Not separate Class |
Shares in a particular Class shall not form a separate Class of Shares from other Shares in that Class because they are dealt with as Depository Interests.
| 10.5 | Power of sale |
| (a) | Where the Company is entitled under applicable law or these Articles to sell, transfer or otherwise dispose of, redeem, repurchase, re-allot, accept the surrender of, forfeit or enforce a lien over, any Share represented by a Depository Interest, the Directors shall, subject to such applicable laws, these Articles and the facilities and requirements of the Relevant System be entitled (without limitation): |
| (b) | to require the holder of that Depository Interest by notice to convert that Share represented by the Depository Interest into certificated form within the period specified in the notice and to hold that Share in certificated form so long as required by the Company; |
| (c) | to require the holder of that Depository Interest by notice to give any instructions necessary to transfer title to that Share by means of the Relevant System within the period specified in the notice; |
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| (d) | to require the holder of that Depository Interest by notice to appoint any person to take any step, including without limitation the giving of any instructions by means of the Relevant System, necessary to transfer that Share within the period specified in the notice; and |
| (e) | to take any other action that the Directors consider necessary or expedient to achieve the sale, transfer, disposal, re-allotment, forfeiture or surrender of that Share or otherwise to enforce a lien in respect of that Share. |
| 11. | CALLS ON SHARES |
| 11.1 | Calls, how made |
| (a) | Subject to the terms on which Shares are allotted, the Directors may make calls on the Members (and any persons entitled by transmission) in respect of any amounts unpaid on their Shares (whether in respect of nominal value or premium or otherwise) and not payable on a date fixed by or in accordance with the allotment terms. Each such Member or other person shall pay to the Company the amount called, subject to receiving at least fourteen (14) clear days’ notice specifying when and where the payment is to be made, as required by such notice. |
| (b) | A call may be made payable by instalments. A call shall be deemed to have been made when the resolution of the Directors authorising it is passed. A call may, before the Company’s receipt of any amount due under it, be revoked or postponed in whole or in part as the Directors may decide. A person upon whom a call is made will remain liable for calls made on him notwithstanding the subsequent transfer of the Shares in respect of which the call was made. |
| 11.2 | Liability of joint holders |
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect of it.
| 11.3 | lnterest |
lf the whole of the sum payable in respect of any call is not paid by the day it becomes due and payable, the person from whom it is due shall pay all costs, charges and expenses that the Company may have incurred by reason of such non-payment, together with interest on the unpaid amount from the day it became due and payable until it is paid at the rate fixed by the terms of the allotment of the Share or in the notice of the call or, if no rate is fixed, at such rate, not exceeding eight percent (8%) per annum (compounded on a six monthly basis), as the Directors shall determine. The Directors may waive payment of such costs, charges, expenses or interest in whole or in part.
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| 11.4 | Differentiation |
Subject to the allotment terms, the Directors may make arrangements on or before the issue of Shares to differentiate between the holders of Shares in the amounts and times of payment of calls on their Shares.
| 11.5 | Payment in advance of calls |
| (a) | The Directors may receive from any Member (or any person entitled by transmission) all or any part of the amount uncalled and unpaid on the Shares held by him (or to which he is entitled). The liability of each such Member or other person on the Shares to which such payment relates shall be reduced by such amount. The Company may pay interest on such amount from the time of receipt until the time when such amount would, but for such advance, have become due and payable at such rate not exceeding eight percent (8%) per annum (compounded on a six monthly basis) as the Directors may decide. |
| (b) | No sum paid up on a Share in advance of a call shall entitle the holder to any portion of a dividend subsequently declared or paid in respect of any period prior to the date on which such sum would, but for such payment, become due and payable. |
| 11.6 | Restrictions if calls unpaid |
Unless the Directors decide otherwise, no Member shall be entitled to receive any dividend or to be present or vote at any meeting or to exercise any right or privilege as a Member until he has paid all calls due and payable on every Share held by him, whether alone or jointly with any other person, together with interest and expenses (if any) to the Company.
| 11.7 | Sums due on allotment treated as calls |
Any sum payable in respect of a Share on allotment or at any fixed date, whether in respect of the nominal value of the Share or by way of premium or otherwise or as an instalment of a call, shall be deemed to be a call. lf such sum is not paid, these Articles shall apply as if it had become due and payable by virtue of a call.
| 12. | FORFEITURE OF SHARES |
| 12.1 | Forfeiture after notice of unpaid call |
| (a) | lf a call or an instalment of a call remains unpaid after it has become due and payable, the Directors may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses that the Company may have incurred by reason of such non-payment. The notice shall state the place where payment is to be made and that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. lf the notice is not complied with, any Shares in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. The forfeiture will include all dividends and other amounts payable in respect of the forfeited Shares which have not been paid before the forfeiture. |
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| (b) | The Directors may accept the surrender of a Share which is liable to be forfeited in accordance with these Articles. All provisions in these Articles which apply to the forfeiture of a Share also apply to the surrender of a Share. |
| 12.2 | Notice after forfeiture |
When a Share has been forfeited, the Company shall give notice of the forfeiture to the person who was before forfeiture the holder of the Share or the person entitled by transmission to the Share. An entry that such notice has been given and of the fact and date of forfeiture shall be made in the Register of Members. Notwithstanding the above, no forfeiture will be invalidated by any omission to give such notice or make such entry.
| 12.3 | Consequences of forfeiture |
| (a) | A Share shall, on its forfeiture, become the property of the Company. |
| (b) | All interest in and all claims and demands against the Company in respect of a Share and all other rights and liabilities incidental to the Share as between its holder and the Company shall, on its forfeiture, be extinguished and terminate except as otherwise stated in these Articles. |
| (c) | The holder of a Share (or the person entitled to it by transmission) which is forfeited shall: |
| (i) | on its forfeiture cease to be a Member (or a person entitled) in respect of it; |
| (ii) | if a certificated Share, surrender to the Company for cancellation the share certificate for the Share; |
| (iii) | remain liable to pay to the Company all monies payable in respect of the Share at the time of forfeiture, with interest from such time of forfeiture until the time of payment, in the same manner in all respects as if the Share had not been forfeited; and |
| (iv) | remain liable to satisfy all (if any) claims and demands which the Company might have enforced in respect of the Share at the time of forfeiture without any deduction or allowance for the value of the Share at the time of forfeiture or for any consideration received on its disposal. |
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| 12.4 | Disposal of forfeited Share |
| (a) | A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors may decide either to the person who was before the forfeiture the holder or to any other person. At any time before the disposal, the forfeiture may be cancelled on such terms as the Directors may decide. Where for the purpose of its disposal a forfeited Share is to be transferred to any transferee, the Directors may: |
| (i) | in the case of certificated Shares, authorise a person to execute an instrument of transfer of Shares in the name and on behalf of their holder to the purchaser or as the purchaser may direct; |
| (ii) | in the case of uncertificated Shares, exercise any power conferred on them by Article 9.3(f) to effect a transfer of the Shares; and |
| (iii) | if the Share is represented by a Depository Interest, exercise any of the Company’s powers under Article 10.5 to effect the sale of the Share to, or in accordance with the directions of, the buyer. |
| (b) | The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the Shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (a) of this Article shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the Shares to which it relates. |
| 12.5 | Proof of forfeiture |
A statutory declaration by a Director or any other officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it against all persons claiming to be entitled to the Share. The declaration shall (subject to the execution of any necessary instrument of transfer) constitute good title to the Share. The person to whom the Share is disposed of shall not be bound to see to the application of the consideration (if any) given for it on such disposal. His title to the Share will not be affected by any irregularity in, or invalidity of, the proceedings connected with the forfeiture or disposal.
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| 13. | TRANSFER OF SHARES |
| 13.1 | Form of transfer |
Subject to these Articles, a Member may transfer all or any of his Shares:
| (a) | in the case of certificated Shares, by an instrument of transfer in writing in any usual form or in another form approved by the Directors or prescribed by the Exchange, which must be executed by or on behalf of the transferor and (in the case of a transfer of a Share which is not fully paid) by or on behalf of the transferee; or |
| (b) | in the case of uncertificated Shares, without a written instrument in accordance with the rules or regulations of any Relevant System in which the Shares are held. |
| 13.2 | Registration of a certificated Share transfer |
| (a) | Subject to these Articles, the Directors may, in their absolute discretion and without giving a reason, refuse to register the transfer of a certificated Share unless it is: |
| (i) | in respect of a Share which is fully paid; |
| (ii) | in respect of a Share on which the Company has no lien; |
| (iii) | in respect of only one Class of Shares; |
| (iv) | in favour of a single transferee or not more than four joint transferees; |
| (v) | duly stamped (if required); and |
| (vi) | delivered for registration to the Registered Office or such other place as the Directors may decide, accompanied by the certificate for the Shares to which it relates and any other evidence as the Directors may reasonably require to prove the title to such Share of the transferor and the due execution by him of the transfer or, if the transfer is executed by some other person on his behalf, the authority of such person to do so, provided that the Directors shall not refuse to register any transfer of any certificated Shares listed on the Exchange on the ground that they are partly paid in circumstances where such refusal would prevent dealings in such Shares from taking place on an open and proper basis. |
| (b) | lf the Directors refuse to register a transfer pursuant to this Article, they shall, within two (2) months after the date on which the transfer was delivered to the Company, send notice of the refusal to the transferee. An instrument of transfer which the Directors refuse to register shall (except in the case of suspected fraud) be returned to the person delivering it. All instruments of transfer which are registered may, subject to these Articles, be retained by the Company. |
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| 13.3 | Registration of an uncertificated Share transfer |
| (a) | The Directors shall register a transfer of title to any uncertificated Share which is held in uncertificated form in accordance with the rules or regulations of any Relevant System in which the Shares are held, except that the Directors may refuse (subject to any relevant requirements of (to the extent applicable) the Exchange Rules and/or the Exchange) to register any such transfer which is in favour of more than four persons jointly or in any other circumstance permitted by the rules or regulations of any Relevant System in which the Shares are held. |
| (b) | lf the Directors refuse to register any such transfer the Company shall, within two months after the date on which the instruction relating to such transfer was received by the Company, send notice of the refusal to the transferee. |
| 13.4 | Transfers of Depository Interests |
| (a) | The Company shall register the transfer of any Shares represented by Depository Interests in accordance with the rules or regulations of the Relevant System and any other applicable laws and regulations. |
| (b) | Where permitted by the rules or regulations of the Relevant System and any other applicable laws and regulations, the Directors may, in their absolute discretion and without giving any reason for their decision, refuse to register any transfer of any Share represented by a Depository Interest. |
| 13.5 | No fee on registration |
No fee shall be charged for the registration of a transfer of a Share or other document relating to or affecting the title to any Share.
| 13.6 | Renunciations of Shares |
Nothing in these Articles shall preclude the Directors from recognising the renunciation of any Share by the allottee thereof in favour of some other person.
| 13.7 | Enforceability of and interpretation/administration of this Article |
| (a) | If any provision of this Article 13 or any part of such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then: |
| (i) | the invalidity of unenforceability of such provision shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and |
| (ii) | the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of these Articles. |
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| (b) | The Directors shall have the exclusive power and authority to administer and interpret the provisions of this Article 13 and to exercise all rights and powers specifically granted the Directors and the Company or as may be necessary or advisable in the administration of this Article 13. All such actions, calculations, determinations and interpretations which are done or made by the Directors in good faith shall be final, conclusive, and binding on the Company and the beneficial and registered owners of the Shares and shall not subject the Directors to any liability. |
| 13.8 | No transfers to an infant etc |
No transfer shall be made to an infant or to a person of whom an order has been made by competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs or under other legal disability.
| 13.9 | Effect of registration |
The transferor shall be deemed to remain the holder of the Share transferred until the name of the transferee is entered in the Register of Members in respect of that Share.
| 14. | TRANSMISSION OF SHARES |
| 14.1 | Transmission of Shares |
If a Member dies, becomes bankrupt, commences liquidation or is dissolved, the only person that the Company will recognise as having any title to, or interest in, that Member’s Share (other than the Member) are:
| (a) | if the deceased Member was a joint holder, the survivor; |
| (b) | if the deceased Member was a sole or the only surviving holder, the personal representative of that Member; or |
| (c) | any trustee in bankruptcy or other person succeeding to the Member’s interest by operation of law, |
but nothing in these Articles releases the estate of a deceased Member, or any other successor by operation of law, from any liability in respect of any Share held by that Member solely or jointly.
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| 14.2 | Election by persons entitled on transmission |
Any person becoming entitled to a Share as a result of the death, bankruptcy, liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become registered as the holder of the Share or nominate another person to be registered as the holder of that Share. If he elects to be registered as the holder of the Share himself, he shall give written notice to the Company to that effect. If he elects to have some other person registered as the holder of the Share, he shall:
| (a) | in the case of a certificated Share, execute an instrument of transfer of such Share to such person; |
| (b) | in the case of an uncertificated Share, either: |
| (i) | procure that all the appropriate instructions are given by means of the Relevant System to effect the transfer of such Share to such person; or |
| (ii) | change the uncertificated Share to certified form and then execute a transfer of such Share to such person; and |
| (c) | in the case of a Share represented by a Depository Interest, take any action the Directors may require (including, without limitation, the execution of any document and the giving of any instruction by means of the Relevant System) to effect the transfer of the Share to that person. |
| 14.3 | Rights of persons entitled by transmission |
A person becoming entitled to a Share by reason of the death, bankruptcy, liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends and other rights to which he would be entitled if he were the registered holder of the Share. However, the person shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to attend or vote at any meeting of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him registered as the holder (and the Directors shall, in either case, have the same right to refuse registration as they would have had in the case of a transfer of the Share by that Member before his death, bankruptcy, liquidation or dissolution, as the case may be). If the notice is not complied with within ninety (90) days the Directors may withhold payment of all Dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
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| 15. | REDEMPTION, PURCHASE AND SURRENDER OF SHARES |
| 15.1 | Subject to the Companies Act, the Memorandum, these Articles, the Exchange Rules (where applicable) and any rights conferred on the holders of any Shares or attaching to any Class of Shares, the Company may: |
| (a) | issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of one or both of the Company or the Member on such terms and in such manner as the Directors may determine before the issue of the Shares; |
| (b) | purchase, or enter into a contract under which it will or may repurchase, any of its own Shares of any Class (including any redeemable Shares) on such terms and in such manner as the Directors may determine or agree with the Member; |
| (c) | make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Companies Act, including out of capital; and |
| (d) | accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine. |
| 15.2 | For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above shall not require further approval of the Members. |
| 15.3 | Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption. |
| 15.4 | The redemption or purchase of any Share shall not be deemed to give rise to the redemption or purchase of any other Share. |
| 15.5 | The Directors may when making payments in respect of the redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie. |
| 15.6 | The Directors may hold any repurchased, redeemed or surrendered Shares as Treasury Shares in accordance with the provisions of the Companies Act and these Articles. |
| 16. | FINANCIAL ASSISTANCE |
Any financial assistance given by the Company in connection with a purchase made or to be made by any person of any Shares or Interests in Shares in the Company shall only be made in accordance with the Companies Act, applicable law and the Exchange Rules (where applicable).
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| 17. | CLASS RIGHTS AND CLASS MEETINGS |
| 17.1 | Variation of class rights |
Subject to the Companies Act, if at any time the share capital of the Company is divided into different Classes of Shares, all or any of the rights attached to any Class of Shares may be varied in such manner as those rights may provide or, if no such provision is made, either:
| (a) | with the consent in writing of holders of not less than two-thirds of the issued Shares of that Class; or |
| (b) | with the sanction of a resolution passed at a separate meeting of the holders of the Shares of that Class by a two-thirds majority of the holders of the Shares of that Class present and voting at such meeting (whether in person or by proxy). |
For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of shares of the relevant class.
| 17.2 | Treatment of classes of Shares by Directors |
The Directors may treat two or more or all of the Classes of Shares as forming one class of Shares if the Directors consider that such Classes of Shares would be affected by the proposed variation in the same way.
| 17.3 | Effect of Share issue on class rights |
The rights attached to any Class of Shares are not taken to be varied by:
| (a) | the creation or issue of further Shares ranking equally with them unless expressly provided by the terms of the issue of the Shares of that Class; or |
| (b) | the reduction of capital paid up on such Shares or by the repurchase, redemption or surrender of any Shares in accordance with the Companies Act and these Articles. |
| 17.4 | Class meetings |
The provisions of these Articles relating to general meetings of the Company shall apply mutatis mutandis to any Class meeting, except that the quorum shall be one or more Members that together hold at least one-third of the Shares of that Class.
| 18. | NO RECOGNITION OF TRUSTS OR THIRD PARTY INTERESTS |
Except as otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent jurisdiction, the Company:
| (a) | is not required to recognise a person as holding any Share on any trust, even if the Company has notice of the trust; and |
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| (b) | is not required to recognise, and is not bound by, any interest in or claim to any Share, except for the registered holder’s absolute legal ownership of the Share, even if the Company has notice of that interest or claim. |
| 19. | LIEN ON SHARES |
| 19.1 | Lien on Shares generally |
The Company shall have a first and paramount lien on all Shares registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or amounts payable to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time determine any Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share is released if a transfer of that Share is registered.
| 19.2 | Enforcement of lien by sale |
The Company may sell, on such terms and in such manner as the Directors think fit, any Share on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen (14) clear days after notice has been given by the Company to the holder of the Share (or to any other person entitled by transmission to the Shares) demanding payment of that amount and giving notice of intention to sell the Share if such payment is not made.
| 19.3 | Completion of sale under lien |
| (a) | To give effect to a sale of Shares under a lien the Directors may: |
| (i) | in the case of certificated Shares, authorise any person to execute an instrument of transfer in respect of the Shares to be sold to, or in accordance with the directions of, the relevant purchaser; |
| (ii) | in the case of uncertificated Shares, exercise any power conferred on them by Article 9.3(f) to effect a transfer of Shares; and |
| (iii) | if the Shares are represented by a Depository Interest, exercise any of the Company’s powers under Article 10.5 to effect the sale of such Shares to, or in accordance with the directions of the purchaser. |
| (b) | The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of any consideration provided for the Shares, nor will the purchaser’s title to the Shares be affected by any irregularity or invalidity in connection with the sale or the exercise of the Company’s power of sale under these Articles. |
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| 19.4 | Application of proceeds of sale |
The net proceeds of a sale made under a lien after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person who was entitled to the Shares immediately prior to the sale.
| 20. | UNTRACED MEMBERS |
| 20.1 | Sale of Shares |
| (a) | The Company may sell at the best price reasonably obtainable any Share of a Member, or any Share to which a person is entitled by transmission, if: |
| (i) | during the period of six (6) years prior to the date of the publication of the advertisements referred to in this paragraph (a) (or, if published on different dates, the earlier or earliest of them): |
| (A) | no cheque, warrant or money order in respect of such Share sent by or on behalf of the Company to the Member or to the person entitled by transmission to the Share, at his address in the Register of Members or other address last known to the Company has been cashed; and |
| (B) | no cash dividend payable on the Shares has been satisfied by the transfer of funds to a bank account of the Member (or person entitled by transmission to the share) or by transfer of funds by means of the Relevant System, and the Company has received no communication (whether in writing or otherwise) in respect of such Share from such Member or person, provided that during such six year period the Company has paid at least three cash dividends (whether interim or final) in respect of Shares of the Class in question and no such dividend has been claimed by the person entitled to such Share; |
| (ii) | on or after the expiry of such six year period the Company has given notice of its intention to sell such Share by advertisements in a national newspaper published in the country in which the Registered Office is located and in a newspaper circulating in the area in which the address in the Register of Members or other last known address of the member or the person entitled by transmission to the Share or the address for the service of notices on such member or person notified to the Company in accordance with these Articles is located; |
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| (iii) | such advertisements, if not published on the same day, are published within thirty (30) days of each other; |
| (iv) | during a further period of three months following the date of publication of such advertisements (or, if published on different dates, the date on which the requirements of this paragraph (a) concerning the publication of newspaper advertisements are met) and prior to the sale the Company has not received any communication (whether in writing or otherwise) in respect of such Share from the Member or person entitled by transmission. |
| (b) | lf during such six year period, or during any subsequent period ending on the date when all the requirements of paragraph (a) of this Article have been met in respect of any Shares, any additional Shares have been issued in respect of those held at the beginning of, or previously so issued during, any such subsequent period and all the requirements of paragraph (a) of this Article have been satisfied with regard to such additional Shares, the Company may also sell the additional Shares. |
| (c) | To give effect to a sale pursuant to paragraph (a) or paragraph (b) of this Article, the Directors may: |
| (i) | in the case of certificated Shares, authorise a person to execute an instrument of transfer of Shares in the name and on behalf of the holder of, or the person entitled by transmission to, them to the purchaser or as the purchaser may direct; |
| (ii) | in the case of uncertificated Shares, exercise any power conferred on them by Article 9.3(f) to effect a transfer of the Shares; and |
| (iii) | if the Share is represented by a Depository Interest, exercise any of the Company’s powers under Article 10.5 to effect the sale of the Share to, or in accordance with the directions of, the purchaser. |
| (d) | The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the Shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (c) of this Article shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the Shares to which it relates. |
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| 20.2 | Application of sale proceeds |
The Company shall account to the Member or other person entitled to such Share for the net proceeds of such sale by carrying all monies in respect of the sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such Member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested as the Directors may think fit. No interest shall be payable to such Member or other person in respect of such monies and the Company shall not be required to account for any money earned on them.
| 21. | ALTERATION OF SHARE CAPITAL |
| 21.1 | Increase, consolidation, subdivision and cancellation |
| (a) | The Company may by Ordinary Resolution: |
| (i) | increase its share capital by such sum, to be divided into Shares of such Classes and with such rights, priorities and privileges annexed thereto and amounts each as the resolution shall prescribe; |
| (ii) | consolidate, or consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares; |
| (iii) | subdivide its Shares, or any of them, into Shares of a smaller amount than is fixed by the Memorandum; and |
| (iv) | cancel any Shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person and diminish the amount of its share capital by the amount of the Shares so cancelled. |
| (b) | All new Shares created in accordance with the provisions of this Article shall be subject to the same provisions of these Articles with reference to liens, transfer, transmission and otherwise as the Shares in the original share capital. |
| 21.2 | Dealing with fractions resulting from consolidation or subdivision of Shares |
| (a) | Whenever, as a result of a consolidation or subdivision of Shares, any Members would become entitled to fractions of a Share the Directors may on behalf of those Members deal with the fractions as they think fit, including (without limitation): |
| (i) | selling the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Companies Act, the Company); and |
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| (ii) | distributing the net proceeds in due proportion among those Members (except that if the amount due to a person is less than US$5.00, or such other sum as the Directors may decide, the Company may retain such sum for its own benefit). |
| (b) | For the purposes of this Article, the Directors may: |
| (i) | in the case of certificated Shares, authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser; |
| (ii) | in the case of uncertificated Shares, exercise any power conferred on it by Article 9.3(f) to effect a transfer of the Shares; and |
| (iii) | if the Share is represented by a Depository Interest, exercise any of the Company’s powers under Article 10.5 to effect the sale of the Share to, or in accordance with the directions of, the purchaser. |
| (c) | The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of any sale undertaken pursuant to this Article. |
| 21.3 | Reduction of Share Capital |
Subject to the provisions of the Companies Act and to any rights attached to any Shares, the Company may by Special Resolution reduce its share capital, any capital redemption reserve, any share premium account or any other undistributable reserve in any way.
| 22. | GENERAL MEETINGS |
| 22.1 | Annual general meetings and general meetings |
| (a) | For so long as the Company’s securities are traded on an Exchange, the Company shall hold an annual general meeting in each calendar year, which shall be convened by the Directors, in accordance with these Articles, but so that the maximum period between such annual general meetings shall not exceed fifteen (15) months. |
| (b) | All general meetings other than annual general meetings shall be called general meetings. |
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| 22.2 | Convening of general meetings |
The Directors may convene a general meeting of the Company whenever the Directors think fit, and must do so if required to do so pursuant to a valid Members’ requisition.
| 22.3 | Members’ requisition |
A Members’ requisition is a requisition of Members of the Company holding at the date of deposit of the requisition at the Registered Office not less than fifteen percent (15%) in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company.
| 22.4 | Requirements of Members’ requisition |
| (a) | The requisition must state the objects of the general meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. |
| (b) | If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further 21 days, the requisitionists, or any of them representing a majority of the total voting rights of all of them, may themselves convene a general meeting of the Company, but any meeting so convened shall not be held after the expiration of three months after the expiration of such 21 day period. |
| (c) | A general meeting convened in accordance with this Article by requisitionists shall be convened (insofar as is possible) in the same manner as that in which general meetings are to be convened by Directors and the Directors shall, upon demand, provide the names and addresses of each Member to the requisitionists for the purpose of convening such meeting. |
| 23. | NOTICE OF GENERAL MEETINGS |
| 23.1 | Length and form of notice and persons to whom notice must be given |
| (a) | At least fourteen (14) clear days’ notice shall be given of any annual general meeting or general meeting of the Company. |
| (b) | Subject to the Companies Act and notwithstanding that it is convened by shorter notice than that specified in paragraph (a) of this Article, a general meeting shall be deemed to have been duly convened if it is so agreed in the case of all meetings by ninety percent (90%) of all the Members entitled to attend and vote at the meeting. |
| (c) | The notice of meeting shall specify: |
| (i) | whether the meeting is an annual general meeting or a general meeting; |
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| (ii) | the place, the day and the time of the meeting; |
| (iii) | subject to the requirements of (to the extent applicable) the Exchange Rules and/or the Exchange, the general nature of the business to be transacted; |
| (iv) | if the meeting is convened to consider a Special Resolution, the intention to propose the resolution as such; and |
| (v) | with reasonable prominence, that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him and that a proxy need not also be a Member. |
| (d) | The notice of meeting: |
| (i) | shall be given to the Members (other than a Member who, under these Articles or any restrictions imposed on any Shares, is not entitled to receive notice from the Company), to each Director and alternate Director, to the Auditor and to such other persons as may be required by the Exchange Rules and/or the Exchange; and |
| (ii) | may specify a time by which a person must be entered on the Register of Members in order for such person to have the right to attend or vote at the meeting. |
| (e) | The Directors may determine that the Members entitled to receive notice of a meeting are those persons entered on the Register of Members at the close of business on a day determined by the Directors. |
| 23.2 | Omission or non-receipt of notice or instrument of proxy |
The accidental omission to send or give notice of meeting or, in cases where it is intended that it be sent out or given with the notice, an instrument of proxy or other document to, or the non-receipt of any such item by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.
| 24. | PROCEEDINGS AT GENERAL MEETINGS |
| 24.1 | Requirement and number for a quorum |
No business may be transacted at a general meeting unless a quorum is present. Members holding in aggregate voting shares of the Company carrying the right to cast a majority of the votes attributable to all shares of the Company then in issue present in person or by proxy and entitled to vote on the business to be transacted constitutes a quorum The absence of a quorum will not prevent the appointment of a chairman of the meeting. Such appointment shall not be treated as being part of the business of the meeting.
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| 24.2 | General meetings by telephone or other communications device |
A general meeting may be held by means of any telephone, electronic or other communications facilities that permit all persons in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Unless otherwise determined by resolution of the Members present, the meeting shall be deemed to be held at the place where the chairman is physically present.
| 24.3 | Adjournment if quorum not present |
If within thirty (30) minutes after the time appointed for a general meeting a quorum is not present (or if during such a meeting a quorum ceases to be present), the meeting:
| (a) | if convened upon the requisition of Members, shall be dissolved; and |
| (b) | in any other case, stands adjourned to the same day in the next week at the same time and place or to such other day, time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within thirty (30) minutes from the time appointed for the meeting the Members present shall be a quorum. |
| 24.4 | Appointment of chairman of general meeting |
| (a) | If the Directors have elected one of their number as chairman of their meetings that person shall preside as chairman at every general meeting of the Company. If there is no such chairman, or if the elected chairman is not present within fifteen (15) minutes after the time appointed for the holding of the meeting, or is unable or unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. |
| (b) | If no Director is willing to act as chairman or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be chairman of the meeting. |
| 24.5 | Orderly conduct |
The chairman shall take such action or give directions for such action to be taken as he thinks fit to promote the orderly conduct of the business of the meeting. The chairman’s decision on points of order, matters of procedure or arising incidentally from the business of the meeting shall be final as shall be his determination as to whether any point or matter is of such a nature.
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| 24.6 | Entitlement to attend and speak |
Each Director shall be entitled to attend and speak at any general meeting of the Company. The chairman may invite any person to attend and speak at any general meeting of the Company where he considers that this will assist in the deliberations of the meeting.
| 24.7 | Adjournment of general meeting |
The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.
| 25. | VOTES OF MEMBERS |
| 25.1 | Voting procedure |
At any general meeting:
| (a) | a resolution put to the vote of the meeting shall be decided on a poll; |
| (b) | a poll shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting; |
| (c) | votes may be given either personally or by proxy; |
| (d) | a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed. |
| 25.2 | No casting vote for chairman |
If there is an equality of votes on a poll, the chairman is not entitled to a second or casting vote in addition to any other vote he may have or be entitled to exercise.
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| 25.3 | Written resolutions of Members |
A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all Members for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. A resolution in writing is adopted when all Members entitled to do so have signed it.
| 25.4 | Registered Members to vote |
No person shall be entitled to vote at any general meeting unless he is registered as a Member in the Register of Members on the record date for such meeting.
| 25.5 | Voting rights |
| (a) | Subject to any rights and restrictions for the time being attached to any class or classes of Shares and Article 25.5(b), every Member present in person and every person representing a Member by proxy at a general meeting of the Company shall have one vote for each Share registered in such Member’s name in the Register of Members. No cumulative voting shall be allowed. |
| (b) | Every Member holding a Class FF Share present in person, and every person representing a Member holidng Class FF Shares by proxy, at a general meeting of the Company shall have one thousand votes for each Class FF Share registered in such Member’s name in the Register of Members. No cumulative voting shall be allowed. |
| 25.6 | Voting rights of joint holders |
If a Share is held jointly and more than one of the joint holders votes in respect of that Share, only the vote of the joint holder whose name appears first in the Register of Members in respect of that Share counts.
| 25.7 | Voting rights of Members incapable of managing their affairs |
A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in matters concerning mental disorder, may vote on a poll by his receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such receiver, curator bonis or other person may vote by proxy.
| 25.8 | Voting restriction on an outstanding call |
Unless the Directors decide otherwise, no Member shall be entitled to be present or vote at any general meeting either personally or by proxy until he has paid all calls due and payable on every Share held by him whether alone or jointly with any other person together with interest and expenses (if any) to the Company.
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| 25.9 | Objection to error in voting |
| (a) | An objection to the right of a person to attend or vote at a general meeting or adjourned general meeting: |
| (i) | may not be raised except at that meeting or adjourned meeting; and |
| (ii) | must be referred to the chairman of the meeting whose decision is final. |
| (b) | If any objection is raised to the right of a person to vote and the chairman disallows the objection then the vote cast by that person is valid for all purposes. |
| 26. | REPRESENTATION OF MEMBERS AT GENERAL MEETINGS |
| 26.1 | How Members may attend and vote |
| (a) | Subject to these Articles, each Member entitled to vote at a general meeting may attend and vote at the general meeting: |
| (i) | in person, or where a Member is a company or non-natural person, by a duly authorised representative; or |
| (ii) | by one or more proxies. |
| (b) | A proxy or a duly authorised representative may, but not need be, a Member of the Company. |
| 26.2 | Appointment of proxies |
| (a) | The instrument appointing a proxy shall be in writing and be executed by or on behalf of the Member appointing the proxy. |
| (b) | A corporation may execute an instrument appointing a proxy either under its common seal (or in any other manner permitted by law and having the same effect as if executed under seal) or under the hand of a duly authorised officer, attorney or other person. |
| (c) | A Member may appoint more than one proxy to attend on the same occasion, but only one proxy may be appointed in respect of any one Share. |
| (d) | The appointment of a proxy shall not preclude a Member from attending and voting at the meeting or any adjournment of it. |
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| 26.3 | Form of instrument of proxy |
The instrument appointing a proxy may be in any usual or common form (or in any other form approved by the Directors or prescribed by the Exchange) and may be expressed to be for a particular general meeting (or any adjournment of a general meeting) or generally until revoked.
| 26.4 | Authority under instrument of proxy |
The instrument appointing a proxy shall be deemed (unless the contrary is stated in it) to confer authority to demand or join in demanding a poll and to vote, on a poll, on a resolution as a motion or an amendment of a resolution put to, or other business which may properly come before, the meeting or meetings for which it is given or any adjournment of any such meeting, as the proxy thinks fit.
| 26.5 | Receipt of proxy appointment |
The instrument appointing a proxy and any authority under which it is executed shall be deposited at the Registered Office or at such other place as is specified in the notice convening the meeting (or in any instrument of proxy sent out by the Company) prior to the time set out in such notice or instrument (or if no such time is specified, no later than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting). Notwithstanding the foregoing, the chairman may, in any event, at his discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.
| 26.6 | Uncertificated Proxy Instruction |
In relation to any Shares which are held by means of a Relevant System, the Directors may from time to time permit appointments of a proxy to be made by means of an electronic communication in the form of an Uncertificated Proxy Instruction. The Directors may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and/or other instruction or notification) is to be treated as received by the Company or such participant. Notwithstanding any other provision in these Articles, the Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a holder of a Share as sufficient evidence of the authority of the persons sending that instruction to send it on behalf of the holder.
| 26.7 | Validity of votes cast by proxy |
Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the instrument of proxy or of the authority under which the instrument of proxy was executed, or the transfer of the Share in respect of which the proxy is appointed unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which the proxy voted.
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| 26.8 | Corporate representatives |
A corporation which is a Member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any separate meeting of the holders of any Class of Shares. Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an individual Member. The corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present at it. All references in these Articles to attendance and voting in person shall be construed accordingly. A Director, the Secretary or some other person authorised for the purpose by a Director may require the representative to produce a certified copy of the resolution so authorising him or such other evidence of his authority reasonably satisfactory to such person before permitting him to exercise his powers.
| 26.9 | Clearing Houses and Depositories |
If a Clearing House or a Depository (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any separate meeting of the holders of any Class of Shares provided that, if more than one person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House or the Depository (or its nominee(s)) as if such person was the registered holder of the Shares of the Company held by the Clearing House or the Depository (or its nominee(s)).
| 26.10 | Termination of proxy or corporate authority |
A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous termination of the authority of the person voting or demanding a poll, unless notice of the termination was received by the Company at the Registered Office, or at such other place at which the instrument of proxy was duly deposited, or, where the appointment of proxy was contained in an electronic communication, at the address at which such appointment was duly received, at least one hour before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll not taken on the same day as the meeting or adjourned meeting) at least one hour before the time appointed for taking the poll.
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| 26.11 | Amendment to resolution |
| (a) | If an amendment shall be proposed to any resolution but shall in good faith be ruled out of order by the chairman of the meeting, any error in such ruling shall not invalidate the proceedings on the substantive resolution. |
| (b) | ln the case of a resolution duly proposed as a Special Resolution, no amendment to it (other than an amendment to correct a patent error) may be considered or voted on and in the case of a resolution duly proposed as an Ordinary Resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least forty-eight (48) hours prior to the time appointed for holding the meeting or adjourned meeting at which such Ordinary Resolution is to be proposed notice in writing of the terms of the amendment and intention to move it has been lodged at the Registered Office or the chairman of the meeting in his absolute discretion decides that it may be considered or voted on. |
| 26.12 | Shares that may not be voted |
Shares that are beneficially owned by the Company shall not be voted, directly or indirectly, at any general meeting or Class meeting (as applicable) and shall not be counted in determining the total number of outstanding Shares at any given time.
| 27. | APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS |
| 27.1 | Number of Directors |
The number of Directors (other than alternate Directors) shall be not more than seven Directors.
| 27.2 | Appointment and removal of Directors |
| (a) | Heru shall be entitled, by written notice to the Company, to appoint and remove: |
| (i) | five Directors, provided that Heru then holds shares in the Company entitled to cast at least thirty (30%) percent of the votes at a general meeting of the Company; |
| (ii) | three Directors, provided that Heru then holds shares in the Company entitled to cast less than thirty (30%) percent but at least ten (10%) percent of the votes at a general meeting of the Company; and |
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| (iii) | the chairman of the board of Directors provided that Heru then holds shares in the Company entitled to cast at least ten (10%) percent of the votes at a general meeting of the Company. |
| (b) | Any Directors which Heru is not entitled to appoint pursuant to paragraph (a) above, may be appointed and removed by Ordinary Resolution. |
| 27.3 | Appointment of executive Directors |
The Directors may appoint one or more of its members to an executive office or other position of employment with the Company for such term and on any other conditions the Directors think fit. The Directors may revoke, terminate or vary the terms of any such appointment, without prejudice to a claim for damages for breach of contract between the Director and the Company.
| 27.4 | No age limit |
| (a) | No person shall be disqualified from being appointed or re-appointed as a Director and no Director shall be requested to vacate that office by reason of his attaining the age of seventy or any other age. |
| (b) | It shall not be necessary to give special notice of any resolution appointing, re-appointing or approving the appointment of a Director by reason of his age. |
| 27.5 | Other circumstances in which a Director ceases to hold office |
| (a) | Without prejudice to the provisions in these Articles, a Director ceases to hold office as a Director if: |
| (i) | he resigns as Director by notice in writing delivered to the Directors or to the Registered Office or tendered at a meeting of Directors; |
| (ii) | he is not present personally or by proxy or represented by an alternate Director at meetings of the Directors for a continuous period of 6 months without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; |
| (iii) | he only held office as a Director for a fixed term and such term expires; |
| (iv) | he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or |
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| (v) | he is removed from office pursuant to these Articles or the Companies Act or becomes prohibited by law from being a Director; |
| (vi) | an order is made by any court of competent jurisdiction on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to his property or affairs or he is admitted to hospital in pursuance of an application for admission for treatment under any legislation relating to mental health and the Directors resolve that his office be vacated; or |
| (vii) | in the case of a Director who holds executive office, his appointment to such office is terminated or expires and the Directors resolve that his office be vacated. |
| (b) | The appointment rights set out in Article 27.2 shall apply to the appointment of any replacement of a Director removed from or ceasing to hold office in accordance with this Article 27.5. |
| 28. | ALTERNATE DIRECTORS |
| 28.1 | Appointment |
| (a) | A Director (other than an alternate Director) may appoint any other Director or any person approved for that purpose by the Directors and willing to act, to be his alternate by notice in writing delivered to the Directors or to the Registered Office, or in any other manner approved by the Directors. |
| (b) | The appointment of an alternate Director who is not already a Director shall require the approval of either a majority of the Directors or the Directors by way of a Directors’ resolution. |
| (c) | An alternate Director need not hold a Share qualification and shall not be counted in reckoning any maximum or minimum number of Directors allowed by these Articles. |
| 28.2 | Responsibility |
Every person acting as an alternate Director shall be an officer of the Company, shall alone be responsible to the Company for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.
| 28.3 | Participation at Directors’ meetings |
An alternate Director shall (subject to his giving to the Company an address at which notices may be served on him) be entitled to receive notice of all meetings of the Directors and all committees of the Directors of which his appointor is a member and, in the absence from such meetings of his appointor, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor (other than the power to appoint an alternate Director). A Director acting as alternate Director shall have a separate vote at Directors’ meetings for each Director for whom he acts as alternate Director, but he shall count as only one for the purpose of determining whether a quorum is present.
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| 28.4 | lnterests |
An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements with the Company and to be repaid expenses and to be indemnified in the same way and to the same extent as a Director. However, he shall not be entitled to receive from the Company any fees for his services as alternate, except only such part (if any) of the fee payable to his appointor as such appointor may by notice in writing to the Company direct. Subject to this Article, the Company shall pay to an alternate Director such expenses as might properly have been paid to him if he had been a Director.
| 28.5 | Termination of appointment |
| (a) | An alternate Director shall cease to be an alternate Director: |
| (b) | if his appointor revokes his appointment by notice delivered to the Directors or to the Registered Office or in any other manner approved by the Directors; or |
| (c) | if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of the alternate Director which was in force immediately before his retirement shall remain in force; or |
| (d) | if any event happens in relation to him which, if he were a Director, would cause his office as Director to be vacated. |
| 29. | POWERS OF DIRECTORS |
| 29.1 | General powers to manage the Company’s business |
| (a) | Subject to the provisions of the Companies Act, the Memorandum and these Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors, who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. |
| (b) | The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. |
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| 29.2 | Signing of cheques |
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine.
| 29.3 | Borrowing powers of Directors |
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking and property and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.
| 30. | PROCEEDINGS OF DIRECTORS |
| 30.1 | Directors’ meetings |
Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit.
| 30.2 | Voting |
Questions arising at any Directors’ meeting shall be decided by a simple majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.
| 30.3 | Notice of a Directors’ meeting |
A Director or an alternate Director may, or any other officer of the Company at the request of a Director or alternate Director shall, call a meeting of the Directors by not less than twenty-four (24) hours’ notice. Notice of a meeting of the Directors must specify the time and place of the meeting and the general nature of the business to be considered, and shall be deemed to be given to a Director if it is given to him personally or by word of mouth or sent in writing to his last known address given to the Company by him for such purpose or given by electronic communications to an address for the time being notified to the Company by the Director. A Director may waive the requirement that notice of any Directors’ meeting be given to him, either at, before or after the meeting.
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| 30.4 | Failure to give notice |
A Director or alternate Director who attends any Directors’ meeting waives any objection that he or she may have to any failure to give notice of that meeting. The accidental failure to give notice of a Directors’ meeting to, or the non-receipt of notice by, any person entitled to receive notice of that meeting does not invalidate the proceedings at that meeting or any resolution passed at that meeting.
| 30.5 | Quorum |
No business shall be transacted at any meeting of the Directors unless a quorum is present. The quorum may be fixed by the Directors, and unless so fixed shall be two (2) if there are two or more Directors, and shall be one if there is only one Director. A person who holds office only as an alternate Director shall, if his appointor is not present, be counted in the quorum.
| 30.6 | Power to act notwithstanding vacancies |
The continuing Directors or sole continuing Director may act notwithstanding any vacancies in their number, but if the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies in that number, or for calling a general meeting of the Company.
| 30.7 | Chairman to preside |
The Directors may elect a chairman of their board and determine the period for which he is to hold office, but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be chairman of the meeting.
| 30.8 | Validity of acts of Directors in spite of a formal defect |
All acts done by a meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified from holding office (or had vacated office) or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be and had been entitled to vote.
| 30.9 | Directors’ meetings by telephone or other communication device |
A meeting of the Directors (or committee of Directors) may be held by means of any telephone, electronic or such other communications facilities that permit all persons in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is physically present.
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| 30.10 | Written resolutions of Directors |
A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effective as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. A resolution in writing is adopted when all the Directors (whether personally, by an alternate Director or by a proxy) have signed it.
| 30.11 | Appointment of a proxy |
A Director but not an alternate Director may be represented at any meeting of the Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director. The authority of any such proxy shall be deemed unlimited unless expressly limited in the written instrument appointing him.
| 30.12 | Presumption of assent |
A Director (or alternate Director) present at a meeting of Directors is taken to have cast a vote in favour of a resolution of the Directors unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the chairman or secretary of the meeting before the adjournment of the meeting or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of a resolution of the Directors.
| 30.13 | Directors’ interests |
| (a) | Subject to the provisions of the Companies Act and provided that he has declared to the Directors the nature and extent of any personal interest of his in a matter, transaction or arrangement, a Director or alternate Director notwithstanding his office may: |
| (i) | hold any office or place of profit in the Company, except that of Auditor; |
| (ii) | hold any office or place of profit in any other company or entity promoted by the Company or in which it has an interest of any kind; |
| (iii) | enter into any contract, transaction or arrangement with the Company or in which the Company is otherwise interested; |
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| (iv) | act in a professional capacity (or be a member of a firm which acts in a professional capacity) for the Company, except as Auditor; |
| (v) | sign or participate in the execution of any document in connection with matters related to that interest; |
| (vi) | participate in, vote on and be counted in the quorum at any meeting of the Directors that considers matters relating to that interest; and |
| (vii) | do any of the above despite the fiduciary relationship of the Director’s office: |
| (viii) | without any liability to account to the Company for any direct or indirect benefit accruing to the Director; and |
| (ix) | without affecting the validity of any contract, transaction or arrangement. |
| (b) | For the purposes of this Article, a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any matter, transaction or arrangement for which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such matter, transaction or arrangement of the nature and extent so specified. |
| 30.14 | Minutes of meetings to be kept |
The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at general and Class meetings of the Company and meetings of the Directors or committees of the Directors, including the names of the Directors or alternate Directors present at each meeting.
| 31. | DELEGATION OF DIRECTORS’ POWERS |
| 31.1 | Power of Directors to delegate |
The Directors may:
| (a) | delegate any of their powers, authorities and discretions to any person or committee consisting of one or more Directors and (if the Directors think fit) to one or more other persons in each case to such extent, by such means (including by power of attorney) and on such terms and conditions as the Directors think fit; |
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| (b) | authorise any person or committee to whom powers, authorities and discretions are delegated under this Article by the Directors to further delegate some or all of those powers, authorities and discretions; |
| (c) | delegate their powers, authorities and discretions under this Article either collaterally with or to the exclusion of their own powers, authorities and discretions; and |
| (d) | at any time revoke any delegation made under this Article by the Directors in whole or in part or vary its terms and conditions. |
| 31.2 | Delegation to Committees |
The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committees consisting of such member or members of their body and/or such other persons as they think fit (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee (provided that the Compensation Committee and the Nominating and Corporate Governance Committee may be combined into a single committee)); provided that any committee so formed shall include amongst its members at least one Director unless otherwise required by the rules and regulations of the Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law; provided further that no committee shall have the power of authority to:
| (a) | recommend to the Members an amendment of these Articles (except that a committee may, to the extent authorised in the resolution or resolutions providing for the issuance of shares adopted by the Directors as provided under the laws of the Cayman Islands, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Company or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of shares of the Company); |
| (b) | adopt an agreement of merger or consolidation; |
| (c) | recommend to the Members the sale, lease or exchange of all or substantially all of the Company’s property and assets; |
| (d) | recommend to the Members a dissolution of the Company or a revocation of a dissolution; |
| (e) | recommend to the Members an amendment of the Memorandum of Association of the Company; or |
| (f) | declare a dividend or authorise the issuance of shares unless the resolution establishing such committee (or the charter of such committee approved by the Directors) or the Memorandum of Association or these Articles so provide. |
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Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. The Directors may also delegate to any Director holding any executive office such of their powers as they consider desirable to be exercised by him or her. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers, and may be revoked or altered.
| 31.3 | Charters for committees |
The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters if required by the rules and regulations of the Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the written charters and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the rules and regulations of the Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.
| 31.4 | Delegation to executive Directors |
The Directors may delegate to a Director holding executive office any of its powers, authorities and discretions for such time and on such terms and conditions as it shall think fit. The Directors may grant to a Director the power to sub-delegate, and may retain or exclude the right of the Directors to exercise the delegated powers, authorities or discretions collaterally with the Director. The Directors may at any time revoke the delegation or alter its terms and conditions.
| 31.5 | Delegation to advisory committees or local boards |
| (a) | The Directors may establish any advisory committees or local or divisional board or agency for managing any of the affairs of the Company whether in the Cayman Islands or elsewhere and may appoint any persons to be members of such advisory committee or local or divisional board, or to be managers or agents, and may fix their remuneration. |
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| (b) | The Directors may delegate to any advisory committee or local or divisional board, manager or agent any of its powers and authorities (with power to sub-delegate) and may authorise the members of any local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies. |
| (c) | Any appointment or delegation under this Article may be made on such terms and subject to such conditions as the Directors think fit and the Directors may remove any person so appointed, and may revoke or vary any delegation. |
| 31.6 | Proceedings of committees |
Meetings and actions of committees of the Directors shall be governed by, and held and taken in accordance with, the provisions of Article 23.1(c) (place of meetings), Article 23.1(a) (notice), Article 24.2 (telephonic meetings), and Article 24.1 (quorum), with such changes in the context of these Articles as are necessary to substitute the committee and its members for the Directors; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Articles.
| 31.7 | Appointing an attorney, agent or authorised signatory of the Company |
| (a) | The Directors may by power of attorney or otherwise appoint any person to be the attorney, agent or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they think fit. |
| (b) | Any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney, agent or authorised signatory as the Directors think fit and may also authorise any such attorney, agent or authorised signatory to delegate all or any of the powers, authorities and discretions vested in such person. |
| 31.8 | Officers |
The Directors may appoint such officers (including a Secretary) as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors think fit. Unless otherwise specified in the terms of his appointment, an officer may be removed from that office by resolution of the Directors or by Ordinary Resolution.
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| 32. | DIRECTORS’ RENUMERATION, EXPENSES AND BENEFITS |
| 32.1 | Fees |
The Company shall pay to the Directors (but not alternate Directors) for their services as Directors such aggregate amount of fees as the Directors may decide. The aggregate fees shall be divided among the Directors in such proportions as the Directors may decide or, if no decision is made, equally. A fee payable to a Director pursuant to this Article shall be distinct from any salary, remuneration or other amount payable to him pursuant to other provisions of these Articles and accrues from day to day.
| 32.2 | Expenses |
A Director may also be paid all travelling, hotel and other expenses properly incurred by him in connection with his attendance at meetings of the Directors or of committees of the Directors or general meetings or separate meetings of the holders of any Class of Shares or otherwise in connection with the discharge of his duties as a Director, including (without limitation) any professional fees incurred by him (with the approval of the Directors or in accordance with any procedures stipulated by the Directors) in taking independent professional advice in connection with the discharge of such duties.
| 32.3 | Remuneration of executive Directors |
The salary or remuneration of a Director appointed to hold employment or executive office in accordance with the Articles may be a fixed sum of money, or wholly or in part governed by business done or profits made, or as otherwise decided by the Directors (including, for the avoidance of doubt, by the Directors acting through a duly authorised Directors’ committee), and may be in addition to or instead of a fee payable to him for his services as Director pursuant to these Articles.
| 32.4 | Special remuneration |
A Director who, at the request of the Directors, goes or resides abroad, makes a special journey or performs a special service on behalf of or for the Company (including, without limitation, services as a chairman of the board of Directors, services as a member of any committee of the Directors and services which the Directors consider to be outside the scope of the ordinary duties of a Director) may be paid such reasonable additional remuneration (whether by way of salary, bonus, commission, percentage of profits or otherwise) and expenses as the Directors (including, for the avoidance of doubt, the Directors acting through a duly authorised Directors’ committee) may decide.
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| 32.5 | Pensions and other benefits |
The Directors may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for a person who is or has at any time been a Director, an officer or a director or an employee of a company which is or was a Group Undertaking, a company which is or was allied to or associated with the Company or with a Group Undertaking or a predecessor in business of the Company or of a Group Undertaking (and for any member of his family, including a spouse or former spouse, or a person who is or was dependent on him). For this purpose the Directors may establish, maintain, subscribe and contribute to any scheme, trust or fund and pay premiums. The Directors may arrange for this to be done by the Company alone or in conjunction with another person. A Director or former Director is entitled to receive and retain for his own benefit any pension or other benefit provided in accordance with this Article and is not obliged to account for it to the Company.
| 33. | SEAL |
| 33.1 | Directors to determine use of Seal |
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used with the authority of the Directors or a committee of the Directors established for such purpose. Every document to which the Seal is affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for that purpose unless the Directors decide that, either general or in a particular case, that a signature may be dispensed with or affixed by mechanical means.
| 33.2 | Duplicate Seal |
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.
| 34. | DIVIDENDS, DISTRIBUTIONS AND RESERVES |
| 34.1 | Declaration |
Subject to the Companies Act and these Articles, the Directors may declare dividends and distributions on any one or more Classes of Shares in issue and authorise payment of the dividends or distributions out of the funds of the Company lawfully available therefor. No dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account, or as otherwise permitted by the Companies Act.
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| 34.2 | lnterim dividends |
Subject to the Companies Act, the Directors may pay such interim dividends (including any dividend payable at a fixed rate) as appears to the Directors to be available for distribution. lf at any time the share capital of the Company is divided into different Classes, the Directors may pay such interim dividends on Shares which rank after Shares conferring preferential rights with regard to dividend as well as on Shares conferring preferential rights, unless at the time of payment any preferential dividend is in arrears. lf the Directors act in good faith, they shall not incur any liability to the holders of Shares conferring preferential rights for any loss that they may suffer by the lawful payment of an interim dividend on any Shares ranking after those with preferential rights.
| 34.3 | Entitlement to dividends |
| (a) | Except as otherwise provided by these Articles or the rights attached to Shares: |
| (i) | a dividend shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the nominal value of the Shares on which the dividend is paid; and |
| (ii) | dividends shall be apportioned and paid proportionately to the amounts paid up on the nominal value of the Shares during any portion or portions of the period in respect of which the dividend is paid, but if any Share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly. |
| (b) | Except as otherwise provided by these Articles or the rights attached to Shares: |
| (i) | a dividend may be paid in any currency or currencies decided by the Directors; and |
| (ii) | the Company may agree with a Member that any dividend declared or which may become due in one currency will be paid to the Member in another currency, for which purpose the Directors may use any relevant exchange rate current at any time as the Directors may select for the purpose of calculating the amount of any Member’s entitlement to the dividend. |
| (c) | No Class FF Share shall entitle the Member holding such Share the right to receive a dividend in respect of such Class FF Share. |
| 34.4 | Payment methods |
| (a) | The Company may pay a dividend, interest or other amount payable in respect of a Share in cash or by cheque, warrant or money order or by a bank or other funds transfer system or (in respect of any uncertificated Share or any Share represented by a Depository Interest) through the Relevant System in accordance with any authority given to the Company to do so (whether in writing, through the Relevant System or otherwise) by or on behalf of the Member in a form or in a manner satisfactory to the Directors. Any joint holder or other person jointly entitled to a Share may give an effective receipt for a dividend, interest or other amount paid in respect of such Share. |
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| (b) | The Company may send a cheque, warrant or money order by post: |
| (i) | in the case of a sole holder, to his registered address; |
| (ii) | in the case of joint holders, to the registered address of the person whose name stands first in the Register of Members; |
| (iii) | in the case of a person or persons entitled by transmission to a Share, as if it were a notice given in accordance with Article 14; or |
| (iv) | in any case, to a person and address that the person or persons entitled to the payment may in writing direct. |
| (c) | Every cheque, warrant or money order shall be sent at the risk of the person or persons entitled to the payment and shall be made payable to the order of the person or persons entitled or to such other person or persons as the person or persons entitled may in writing direct. The payment of the cheque, warrant or money order shall be a good discharge to the Company. lf payment is made by a bank or other funds transfer or through the Relevant System, the Company shall not be responsible for amounts lost or delayed in the course of transfer. lf payment is made by or on behalf of the Company through the Relevant System: |
| (i) | the Company shall not be responsible for any default in accounting for such payment to the Member or other person entitled to such payment by a bank or other financial intermediary of which the Member or other person is a customer for settlement purposes in connection with the Relevant System; and |
| (ii) | the making of such payment in accordance with any relevant authority referred to in paragraph (a) above shall be a good discharge to the Company. |
| (d) | The Directors may: |
| (i) | lay down procedures for making any payments in respect of uncertificated Shares through the Relevant System; |
| (ii) | allow any holder of uncertificated Shares to elect to receive or not to receive any such payment through the Relevant System; and |
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| (iii) | lay down procedures to enable any such holder to make, vary or revoke any such election. |
| (e) | The Directors may withhold payment of a dividend (or part of a dividend) payable to a person entitled by transmission to a Share until he has provided any evidence of his entitlement that the Directors may reasonably require. |
| 34.5 | Deductions |
The Directors may deduct from any dividend or other amounts payable to any person in respect of a Share all such sums as may be due from him to the Company on account of calls or otherwise in relation to any Shares.
| 34.6 | Interest |
No dividend or other money payable in respect of a Share shall bear interest against the Company, unless otherwise provided by the rights attached to the Share.
| 34.7 | Unclaimed dividends |
All unclaimed dividends or other monies payable by the Company in respect of a Share may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. The payment of any unclaimed dividend or other amount payable by the Company in respect of a Share into a separate account shall not constitute the Company a trustee in respect of it. Any dividend unclaimed after a period of one (1) year from the date the dividend became due for payment shall be forfeited and shall revert to the Company.
| 34.8 | Uncashed dividends |
| (a) | lf, in respect of a dividend or other amount payable in respect of a Share: |
| (b) | a cheque, warrant or money order is returned undelivered or left uncashed; or |
| (c) | a transfer made by or through a bank transfer system and/or other funds transfer system(s) (including, without limitation, the Relevant System in relation to any uncertificated Shares) fails or is not accepted, on two consecutive occasions, or one occasion and reasonable enquiries have failed to establish another address or account of the person entitled to the payment, the Company shall not be obliged to send or transfer a dividend or other amount payable in respect of such Share to such person until he notifies the Company of an address or account to be used for such purpose. |
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| 34.9 | Dividends in kind |
The Directors may direct that any dividend or distribution shall be satisfied wholly or partly by the distribution of assets (including, without limitation, paid up Shares or securities of any other body corporate). Where any difficulty arises concerning such distribution, the Directors may settle it as it thinks fit. ln particular (without limitation), the Directors may:
| (a) | issue fractional certificates or ignore fractions; |
| (b) | fix the value for distribution of any assets, and may determine that cash shall be paid to any Member on the footing of the value so fixed in order to adjust the rights of Members; and |
| (c) | vest any assets in trustees on trust for the persons entitled to the dividend. |
| 34.10 | Scrip dividends |
| (a) | The Directors may offer any holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Directors) of any dividend specified by the Ordinary Resolution, subject to the Companies Act and to the provisions of this Article. |
| (b) | The Directors may make any provision they consider appropriate in relation to an allotment made or to be made pursuant to this Article (whether before or after the passing or the Ordinary Resolution referred to in paragraph (a) of this Article), including (without limitation): |
| (i) | the giving of notice to holders of the right of election offered to them; |
| (ii) | the provision of forms of election and/or a facility and a procedure for making elections through the Relevant System (whether in respect of a particular dividend or dividends generally); |
| (iii) | determination of the procedure for making and revoking elections; |
| (iv) | the place at which, and the latest time by which, forms of election and other relevant documents must be lodged in order to be effective; |
| (v) | the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned); and |
| (vi) | the exclusion from any offer of any holders of Ordinary Shares where the Directors consider that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them. |
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| (c) | The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which a valid election has been made (“the elected Ordinary Shares”). Instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined under this Article. For such purpose, the Directors may capitalise out of any amount for the time being standing to the credit of any reserve or fund of the Company (including any share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis. |
| (d) | The additional Ordinary Shares when allotted shall rank equally in all respects with the fully paid Ordinary Shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other entitlement which has been declared, paid or made by reference to such record date. |
| (e) | The Directors may: |
| (i) | do all acts and things which it considers necessary or expedient to give effect to any such capitalisation, and may authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for such capitalisation and incidental matters and any agreement so made shall be binding on all concerned; |
| (ii) | establish and vary a procedure for election mandates in respect of future rights of election and determine that every duly effected election in respect of any Ordinary Shares shall be binding on every successor in title to the holder of such Shares; and |
| (iii) | terminate, suspend or amend any offer of the right to elect to receive Ordinary Shares in lieu of any cash dividend at any time and generally implement any scheme in relation to any such offer on such terms and conditions as the Directors may from time to time determine and take such other action as the Directors may deem necessary or desirable from time to time in respect of any such scheme. |
| 34.11 | Reserves |
The Directors may set aside out of the profits of the Company and carry to reserve such sums as it thinks fit. Such sums standing to reserve may be applied, at the Directors’ discretion, for any purpose to which the profits of the Company may properly be applied and, pending such application, may either be employed in the business of the Company or be invested in such investments as the Directors thinks fit. The Directors may divide the reserve into such special funds as it thinks fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as it thinks fit. The Directors may also carry forward any profits without placing them to reserve.
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| 34.12 | Capitalisation of profits and reserves |
The Directors may, with the authority of an Ordinary Resolution:
| (a) | subject to this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not available for distribution) or any sum standing to the credit of any reserve or fund of the Company (including any share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution; |
| (b) | appropriate the sum resolved to be capitalised to the holders of Ordinary Shares in proportion to the nominal amounts of the Shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the Shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, unpaid on any Shares held by them respectively, or in paying up in full unissued Shares or debentures of the Company of a nominal amount equal to that sum, and allot the Shares or debentures credited as fully paid to those holders of Ordinary Shares or as the Directors may direct, in those proportions, or partly in one way and partly in the other, but so that the share premium account, the capital redemption reserve and any profits or reserves which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Members credited as fully paid; |
| (c) | resolve that any Shares so allotted to any Member in respect of a holding by him of any partly paid Shares shall, so long as such Shares remain partly paid, rank for dividend only to the extent that such partly paid Shares rank for dividend; |
| (d) | make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of fractions to the Company rather than to the holders concerned) or by payment in cash or otherwise as the Directors may determine in the case of Shares or debentures becoming distributable in fractions; |
| (e) | authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for either: |
| (i) | the allotment to them respectively, credited as fully paid, of any further Shares or debentures to which they are entitled upon such capitalisation; or |
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| (ii) | the payment up by the Company on behalf of such Members by the application thereto of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing Shares, |
and so that any such agreement shall be binding on all such Members; and
| (f) | generally do all acts and things required to give effect to such resolution. |
| 35. | SHARE PREMIUM ACCOUNT |
| 35.1 | Directors to maintain share premium account |
The Directors shall establish a share premium account in accordance with the Companies Act. They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Companies Act.
| 35.2 | Debits to share premium account |
| (a) | The following amounts shall be debited to any share premium account: |
| (i) | on the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and |
| (ii) | any other amount paid out of a share premium account as permitted by the Companies Act. |
| (b) | Notwithstanding paragraph (a) above, on the redemption or purchase of a Share, the Directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Companies Act, out of capital. |
| 36. | DISTRIBUTION PAYMENT RESTRICTIONS |
Notwithstanding any other provision of these Articles, the Company shall not be obliged to make any payment to a Member in respect of a dividend, repurchase, redemption or other distribution if the Directors suspect that such payment may result in the breach or violation of any applicable laws or regulations (including, without limitation, any anti-money laundering laws or regulations) or such refusal is required by the laws and regulations governing the Company or its service providers.
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| 37. | BOOKS OF ACCOUNT |
| 37.1 | Books of account to be kept |
The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Company and to explain its transactions.
| 37.2 | Inspection by Members |
The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them will be open to the inspection of Members (not being Directors). No Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies Act by order of the court or authorised by the Directors or by Ordinary Resolution.
| 37.3 | Accounts required by law |
The Directors shall cause to be prepared and to be laid before the Company at each annual general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
| 37.4 | Retention of records |
All books of account maintained by the Company shall be retained for a period of at least five years, or such longer period required by any applicable law or regulation from time to time.
| 38. | AUDITOR |
| 38.1 | Appointment of Auditor |
The Directors or, if authorised to do so, the Audit Committee, may appoint an Auditor who shall hold office until removed from office by a resolution of the Directors, and may fix the Auditor’s remuneration.
| 38.2 | Rights of Auditor |
The Auditor shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.
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| 38.3 | Reporting requirements of Auditor |
Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next general meeting following their appointment, and at any other time during their term of office, upon request of the Directors or any general meeting of the Company.
| 39. | NOTICES |
| 39.1 | Forms of notices |
| (a) | Any notice to be given to or by any person pursuant to these Articles (other than a notice calling a meeting of the Directors) shall be in writing or shall be given using electronic communications to an address for the time being notified for that purpose to the person giving the notice, except that a notice to a holder of any uncertificated Shares or given in respect of any such Shares may be given electronically through the Relevant System (if permitted by, and subject to, the facilities and requirements of the Relevant System and subject to compliance with any relevant requirements of the Exchange Rules and/or the Exchange) or by placing it on the Company’s Website. |
| (b) | (ln this Article “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications). |
| 39.2 | Service on Members |
| (a) | Where a notice is sent by: |
| (i) | courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays in the Cayman Islands and in the city of São Paulo, Brazil) following the day on which the notice was delivered to the courier; |
| (ii) | post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands and in the city of São Paulo, Brazil) following the day on which the notice was posted; |
| (iii) | telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted; |
| (iv) | email or other electronic communication; service of the notice shall be deemed to be effected by transmitting the email to the email address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the email to be acknowledged by the recipient; and |
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| (v) | placing it on the Company’s Website; service of the notice shall be deemed to have been effected one hour after the notice or document was placed on the Company’s Website. |
| (b) | ln the case of joint holders of a Share, all notices and documents shall be given to the person whose name stands first in the Register of Members in respect of that Share. Notice so given shall be sufficient notice to all the joint holders. |
| (c) | Notice of every general meeting shall be given to: |
| (i) | all Members by any of the means set out in Article 39.2, including the placement on the Company’s Website for the giving of notices to them, except that in case of joint holders, the notice shall be sufficient if given to the joint holder first named in the Register of Members; and |
| (ii) | each Director. |
| (d) | Notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. |
| (e) | Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves because they are a legal personal representative or a trustee in bankruptcy of a Member where the Member but for their death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings. |
| (f) | lf on three consecutive occasions notices or other documents have been sent through the post to any Member at his registered address or his address for the service of notices but have been returned undelivered, such Member shall not be entitled to receive notices or other documents from the Company until he shall have communicated with the Company and supplied in writing a new registered address for the service of notices. |
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| (g) | lf on three consecutive occasions notices or other documents have been sent using electronic communications to an address for the time being notified to the Company by the Member and the Company becomes aware that there has been a failure of transmission, the Company shall revert to giving notices and other documents to the Member by post or by any other means authorised in writing by the Member concerned. Such Member shall not be entitled to receive notices or other documents from the Company using electronic communications until he shall have communicated with the Company and supplied in writing a new address to which notices or other documents may be sent using electronic communications. |
| 39.3 | Evidence of giving notice |
| (a) | An affidavit of the mailing or other means of giving any notice of any general meeting, executed by the Secretary, Assistant Secretary or any transfer agent of the Company giving the notice, shall be prima facie evidence of the giving of such notice. |
| (b) | Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. |
| (c) | Any notice or document delivered or sent to any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. |
| 39.4 | Notice binding on transferees |
A person who becomes entitled to a Share by transfer, transmission or otherwise shall be bound by any notice in respect of that Share which, before his name is entered in the Register of Members, has been given to the person from whom he derives his title.
| 39.5 | Notice to persons entitled by transmission |
A notice or other document may be given by the Company to a person entitled by transmission to a Share in consequence of the death or bankruptcy of a Member or otherwise by sending or delivering it in any manner authorised by these Articles for the giving of notice to a Member, addressed to that person by name, or by the title of representative of the deceased or trustee of the bankrupt or by any similar or equivalent description, to the address to which notices have been requested to be sent for that purpose by the person claiming to be so entitled. Until such an address has been supplied, a notice or other document may be given in any manner in which it might have been given if the event giving rise to the transmission had not occurred. The giving of notice in accordance with this Article shall be sufficient notice to all other persons interested in the Share.
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| 40. | WINDING UP |
| 40.1 | Method of winding up |
| (a) | If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. |
| (b) | If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall, subject to these Articles, be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company. |
| (c) | This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions. |
| (d) | The Class FF Shares shall carry no right to receive a distribution on a winding up of the Company or otherwise. |
| 40.2 | Distribution of assets in a winding up |
Subject to any rights or restrictions for the time being attached to any Class of Shares, on a winding up of the Company the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, distribute among the Members the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose:
| (a) | decide how the assets are to be distributed as between the Members or different Classes of Members; |
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| (b) | value the assets to be distributed in such manner as the liquidator thinks fit; and |
| (c) | vest the whole or any part of any assets in such trustees and on such trusts for the benefit of the Members entitled to the distribution of those assets as the liquidator sees fit, but so that no Member shall be obliged to accept any assets in respect of which there is any liability. |
| 41. | INDEMNITY AND INSURANCE |
| 41.1 | Indemnity and limitation of liability of Directors and officers |
| (a) | To the maximum extent permitted by law, every current and former Director and officer of the Company (excluding an Auditor) (each an “Indemnified Person”), shall be entitled to be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses (each a “Liability”), which such Indemnified Person may incur in that capacity unless such Liability arose as a result of the actual fraud or wilful default of such person. |
| (b) | No Indemnified Person shall be liable to the Company for any loss or damage resulting (directly or indirectly) from such Indemnified Person carrying out his or her duties unless that liability arises through the actual fraud or wilful default of such Indemnified Person. |
| (c) | For the purpose of these Articles, no Indemnified Person shall be deemed to have committed “actual fraud” or “wilful default” until a court of competent jurisdiction has made a final, non-appealable finding to that effect. |
| 41.2 | Advance of legal fees |
The Company shall advance to each Indemnified Person reasonable legal fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any such advance of expenses, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it is determined that the Indemnified Person was not entitled to indemnification under these Articles.
| 41.3 | Indemnification to form part of contract |
The indemnification and exculpation provisions of these Articles are deemed to form part of the employment contract or terms of appointment entered into by each Indemnified Person with the Company and accordingly are enforceable by such persons against the Company.
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| 41.4 | Insurance |
The Directors may purchase and maintain insurance for or for the benefit of any Indemnified Person including (without prejudice to the generality of the foregoing) insurance against any Liability incurred by such persons in respect of any act or omission in the actual or purported execution or discharge of their duties or the exercise or purported exercise of their powers or otherwise in relation to or in connection with their duties, powers or offices in relation to the Company.
| 42. | REQUIRED DISCLOSURE |
If required to do so under the laws of any jurisdiction to which the Company (or any of its service providers) is subject, or in compliance with Exchange Rules of any Exchange, or to ensure the compliance by any person with any anti-money laundering legislation in any relevant jurisdiction, any Director, officer or service provider (acting on behalf of the Company) shall be entitled to release or disclose any information in its possession regarding the affairs of the Company or a Member, including, without limitation, any information contained in the Register of Members or subscription documentation of the Company relating to any Member.
| 43. | FINANCIAL YEAR |
Unless the Directors resolve otherwise, the financial year of the Company shall end on 31 December in each year and, following the year of incorporation, shall begin on 1 January in each year.
| 44. | TRANSFER BY WAY OF CONTINUATION |
The Company shall, with the approval of a Special Resolution, have the power to register by way of continuation to a jurisdiction outside of the Cayman Islands in accordance with the Companies Act.
| 45. | MERGERS AND CONSOLIDATIONS |
The Company shall, with the approval of a Special Resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Companies Act), upon such terms as the Directors may determine.
| 46. | AMENDMENT OF MEMORANDUM AND ARTICLES |
| 46.1 | Power to change name or amend Memorandum |
Subject to the Companies Act, the Company may, by Special Resolution:
| (a) | change its name; or |
| (b) | change the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum. |
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| 46.2 | Power to amend these Articles |
Subject to the Companies Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part.
| 47. | TAX TRANSPARENCY REPORTING |
| 47.1 | Each Member shall provide the Company on a timely basis with any documents, tax certifications, financial and other information (collectively “Tax Reporting Information”) as the Company may request in connection with the Company’s compliance with any legal and tax information reporting and exchange obligations applicable to it under the laws of the Cayman Islands or any other applicable jurisdiction (collectively, “Tax Reporting Obligations”), including, without limitation, any Tax Reporting Obligations under any Cayman Islands laws, regulations or guidance notes that give effect to: (i) the United States’ Foreign Account Tax Compliance Act; (ii) the Organisation for Economic Co-operation and Development’s Common Reporting Standard; and (iii) any additional inter-governmental agreement or treaty entered into by, or otherwise binding upon the Cayman Islands that provides for the exchange of tax information with another jurisdiction. |
| 47.2 | The Company shall have the power to release, report or otherwise disclose to the Department for International Tax Cooperation in the Cayman Islands (or any other authority as may be required under the Tax Reporting Obligations) any Tax Reporting Information provided by a Member to the Company and any other information held by the Company in respect of the Member’s investment in the Company, in connection with the Tax Reporting Obligations, including, without limitation, in relation to the identity, address, tax identification number, tax status and interest in the Company of the Member (and any of its direct or indirect owners or affiliates). |
| 47.3 | If a Member fails to provide the Company with any requested Tax Reporting Information on a timely basis and such failure results, or may result, in the Company’s inability to comply with its Tax Reporting Obligations or if the Company is otherwise unable to comply with its Tax Reporting Obligations as a result of the direct or indirect action (or inaction) of a Member, the Company may: |
| (a) | compulsorily repurchase some or all of such Member’s Shares without notice at a price per Share equal to the fair value of such Shares (as determined by the Directors) and may deduct or withhold from such redemption proceeds any penalty, debt, withholding or back up tax, costs, expenses, obligations, liabilities or other adverse consequences (collectively, “Tax Reporting Liabilities”) imposed on the Company, its Members and/or any of their respective directors, officers, employees, agents, managers, shareholders and/or partners as a result of such failure, action or inaction by such Member; and/or |
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| (b) | re-designate, immediately and without consent, such Member’s Shares as belonging to a separate class and create a separate internal account in respect of such Shares so that any Tax Reporting Liabilities may be allocated solely to that class and debited from such class. |
| 48. | BUSINESS OPPORTUNITIES |
| 48.1 | To the fullest extent permitted by Applicable Law, no individual serving as a Director or an officer (“Management”) shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself or themselves, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company. |
| 48.2 | Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge. |
| 48.3 | To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past. |
| 49. | EXCLUSIVE JURISDICTION AND FORUM |
| 49.1 | Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles or otherwise related in any way to each Member’s shareholding in the Company, including but not limited to: |
| (a) | any derivative action or proceeding brought on behalf of the Company; |
| 67 | | |
| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
| (b) | any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director, Officer or other employee of the Company to the Company or the Members; |
| (c) | any action asserting a claim arising pursuant to any provision of the Companies Act, the Memorandum or the Articles; or |
| (d) | any action asserting a claim against the Company governed by the “Internal Affairs Doctrine” (as such concept is recognised under the laws of the United States of America). |
| 49.2 | Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. |
| 49.3 | Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. |
| 49.4 | This Article 49 shall not apply to any action or suits brought to enforce any liability or duty created by the |
U.S. Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.
| ||
| 68 | ||
| Filed: 24-Mar-2025 10:38 EST | ||
| www.verify.gov.ky File#: 395485 | Auth Code: G79514652875 |
Exhibit 5.1
 |
 |
| Your ref: | |
| Our ref: | 1081075/0002/4633990v4 |
26 January, 2026
Nvni Group Limited
PO Box 10008
Willow House, Cricket Square
KY1-1001
Grand Cayman, Cayman Islands
Dear Sir or Madam
Nvni Group Limited (the “Company”)
| 1. | BACKGROUND |
We have acted as Cayman Islands legal counsel to the Company in connection with the listing of securities of the Company pursuant to the Company’s registration statement on Form F-3, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) (including its exhibits, the “Registration Statement”) related to the registration for re-sale of up to 17,715,374 Ordinary Shares, par value US$0.0001 per Ordinary Share of the Company, issuable by the Company upon exercise of certain warrants convertible into Ordinary Shares, par value US$0.0001 per Ordinary Share of the Company (the “Securities”).
This opinion letter (this “Opinion”) is given in accordance with the terms of the Legal Matters section of the Registration Statement.
Capitalised terms used in this Opinion shall have the meanings ascribed to them in this Opinion and/or the Schedules to this Opinion.
“Carey Olsen” in the Cayman Islands is the business name of Carey Olsen Cayman Limited, a body corporate recognised under the Legal Practitioners (Incorporated Practice) Regulations (as revised). The use of the title “Partner” is merely to denote seniority. Services are provided on the basis of our current terms of business, which can be viewed at: http://www.careyolsen.com/terms-business. CO Services Cayman Limited is regulated by the Cayman Islands Monetary Authority as the holder of a corporate services licence (No. 624643) under the Companies Management Act (as revised).
| 2. | SCOPE OF OPINION |
This Opinion is given only on the laws of the Cayman Islands in force at the date of this Opinion and is based solely on matters of fact known to us at the date of this Opinion. We have not investigated the laws or regulations of any jurisdiction other than the Cayman Islands (collectively, “Foreign Laws”). We express no opinion as to matters of fact or, unless expressly stated otherwise, the veracity of any representations or warranties given in or in connection with any of the documents set out in Schedule 1.
| 3. | DOCUMENTS REVIEWED AND ENQUIRIES MADE |
In giving this Opinion we have reviewed originals, copies, drafts, conformed copies, certified copies or notarised copies of the documents set out in Schedule 1.
| 4. | ASSUMPTIONS AND QUALIFICATIONS |
This Opinion is given on the basis that the assumptions set out in Schedule 2 (which we have not independently investigated or verified) are true, complete and accurate in all respects. In addition, this Opinion is subject to the qualifications set out in Schedule 3.
| 5. | OPINIONS |
We are of the opinion that:
| 5.1 | Due incorporation, existence and status |
The Company has been duly incorporated as an exempted company with limited liability under the Companies Act (as revised) of the Cayman Islands (the “Companies Act”), is validly existing and was, at the date of the Certificate of Good Standing, in good standing with the Registrar.
| 5.2 | Issuance of Securities |
Subject to the number of Securities never exceeding the authorised share capital of the Company available for issuance, the Securities issued or to be issued by the Company, as contemplated by the Registration Statement and the applicable documents, were or will be duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement or the applicable documents governing the issuance of the Securities, such Securities will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders) of the Company.
| 5.3 | Taxation |
There is currently no form of income, inheritance, gift, withholding, corporate or capital gains tax applicable to the Company in the Cayman Islands.
Page | 2
| 6. | RELIANCE |
Except as specifically referred to in this Opinion we have not examined, and give no opinion on, any contracts, instruments or other documents. We do not give any opinion on the commercial merits of any transaction contemplated or entered into under or pursuant to the Registration Statement.
This Opinion (and any obligations arising out of or in connection with it) is given on the basis that it shall be governed by and construed in accordance with the laws of the Cayman Islands. By relying on the opinions set out in this Opinion the addressee(s) hereby irrevocably agree(s) that the courts of the Cayman Islands are to have exclusive jurisdiction to settle any disputes which may arise in connection with this Opinion. We assume no responsibility to advise any person entitled to rely on this Opinion, or to undertake any investigations, as to any change in Cayman Islands law (or its application) or factual matters arising after the date of this Opinion, which might affect the opinions set out herein.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.
Notwithstanding the foregoing however, this Opinion is addressed to, and is solely for the benefit of, the addressee(s) and may not be relied upon by any other person without our prior written consent.
Yours faithfully
Carey Olsen
Page | 3
SCHEDULE 1
DOCUMENTS REVIEWED
PART A
DOCUMENTS REVIEWED
| 1. | The certificate of incorporation of the Company dated 16 November 2022 and the Second Amended and Restated Memorandum and Articles of Association of Nvni Group Limited, dated 20 March 2025, as amended on 18 September 2025 (collectively, the “Articles”). |
| 2. | A certificate of good standing relating to the Company issued by the Registrar of Companies of the Cayman Islands (the “Registrar”) dated 23 January 2026 (the “Certificate of Good Standing”). |
| 3. | The register of members of the Company certified as a true copy thereof on 23 January 2026 (the “Register of Members”). |
| 4. | The unanimous written resolutions of the directors of the Company (the “Directors”) passed on 12 December 2025 and 22 January 2026 (the “Resolutions”). |
| 5. | The form of Registration Statement provided to us on 23 January 2026 by Sichenzia Ross Ference Carmel LLP. |
| 6. | the securities purchase agreement between the Company and Amiens Technology Investments LLC (“Amiens”) dated as of 11 December 2025; |
| 7. | the securities exchange agreement between the Company and Amiens dated as of 11 December 2025; |
| 8. | the registration rights agreement between the Company and Amiens dated as of 11 December 2025; |
| 9. | the senior secured exchange note issued by the Company naming Amiens or its registered assigns as Holder (as defined therein) bearing an original issue date of 12 August 2025; and |
| 10. | the senior secured note issued by the Company naming Amiens or its registered assigns as Holder (as defined therein) bearing an original issue date of 11 December 2025. |
PART B
SCOPE
The above are the only documents we have examined for the purposes of this Opinion.
Page | 4
SCHEDULE 2
ASSUMPTIONS
| 1. | No invitation, whether directly or indirectly, has been made to the public in the Cayman Islands to subscribe for the Securities. |
| 2. | The conformity to the original documents of all copy documents supplied to us (whether in hard or soft copy format). |
| 3. | The authenticity, accuracy and completeness of all documents supplied to us, whether as originals or copies. |
| 4. | The genuineness of all signatures, stamps, initials, seals, dates and markings on documents submitted to us. |
| 5. | Where we have been provided with a document in executed form or with only the signature page of an executed document, that such executed document does not differ from the latest draft version of the document provided to us and, where a document has been reviewed by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen. |
| 6. | There is no document or other information or matter that has not been provided or disclosed to us, which could affect the accuracy of this Opinion. |
| 7. | No Foreign Law qualifies or affects this Opinion. |
| 8. | There is no contractual or other obligation, prohibition or restriction (other than arising by operation of the laws of the Cayman Islands or as set out in the Articles) which may limit the Company’s ability to issue the Securities. |
| 9. | The Articles are, were and will be the memorandum and articles of association of the Company in effect at the time of the issuance of the Securities and the number of Securities at the time of issuance shall not exceed the then-authorised share capital of the Company available for issuance. |
| 10. | The Resolutions remain in full force and effect and have not been amended, modified, supplemented, revoked, rescinded or terminated in any way. |
| 11. | The power and authority of the Company and the Directors have not been restricted in any way other than as set out in the Articles. |
| 12. | The Directors at the date hereof are, and at the date of the Resolutions were as set out in the register of directors and officers of the Company provided to us by the registered office of the Company. |
| 13. | There is nothing in the corporate records or minute book of the Company (which we have not inspected) which would affect this Opinion. |
Page | 5
SCHEDULE 3
QUALIFICATIONS
| 1. | In order to maintain the Company in good standing with the Registrar, annual fees must be paid and annual filings must be made with the Registrar within the prescribed periods. |
| 2. | Any issue of Securities or alteration to the status of the members of the Company will be void if made: |
| 2.1 | without the consent of the court and after the date of the commencement of a winding up of the Company by the court; or |
| 2.2 | without the consent of the liquidator and after the commencement of a voluntary winding up of the Company. |
| 3. | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 5.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Securities, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
| 4. | In this Opinion, the phrase “non-assessable” means, with respect to the issuance of Securities, that a shareholder shall not, in respect of the relevant Securities and in the absence of a contractual arrangement or an obligation pursuant to the memorandum and articles of association to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
Page | 6
Exhibit 5.2
January 26, 2026
Nvni Group Limited
P.O. Box 10008, Pavilion East, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Re: Nvni Group Limited- Registration Statement on Form F-3
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form F-3 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), filed by Nvni Group Limited, an exempt company incorporated under the laws of Cayman Islands (the “Company”), with the Securities and Exchange Commission (the “Commission”), in connection with the resale of up to an aggregate of 17,715,374 ordinary shares of the Company, US$0.00001 par value per share (“Ordinary Shares”), by the selling stockholder named in the Registration Statement. The Ordinary Shares consist of (i) ordinary shares issuable upon conversion of a senior secured convertible note issued pursuant to a Securities Exchange Agreement entered into on December 11, 2025, with an aggregate principal amount of US$5,662,000 (the “Exchange Note”), and (ii) ordinary shares issuable upon conversion of a senior secured convertible note issued pursuant to a Securities Purchase Agreement entered into on December 11, 2025, with an aggregate principal amount of US$2,865,000 (the “SPA Note” and, together with the Exchange Note, the “Notes”).
We are acting as U.S. securities counsel for the Company in connection with the Registration Statement. We have examined (i) the Registration Statement; (ii) the Notes, and (iii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary for purposes of rendering the opinion hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.
Based upon, subject to, and limited by the foregoing, we are of the opinion that as of the date hereof, the Notes constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency or other similar laws affecting creditors’ rights and to general equitable principles.
We are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of Cayman Islands.
We hereby consent to the filing of this opinion as Exhibits 5.2 and 23.3 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement and in any Registration Statement pursuant to Rule 462(b) under the Securities Act. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter.
We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
| Very truly yours, | |
 |
|
| Sichenzia Ross Ference Carmel LLP |
1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Exhibit 21.1
Subsidiaries of Nvni
Group Limited
| Legal Name | Jurisdiction of Incorporation | |
| Nuvini S.A. | Brazil | |
| Nuvini LLC | United States | |
| Effecti Tecnologia WEB LTDA. | Brazil | |
| Leadlovers Tecnologia LTDA. | Brazil | |
| Ipe Tecnologia LTDA. | Brazil | |
| Dataminer Dados, Informacoes E Documentos LTDA. | Brazil | |
| OnClick Sistemas de Informacao LTDA. | Brazil | |
| Simplest Software LTDA. | Brazil |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated April 30, 2025, with respect to the consolidated financial statements of Nvni Group Ltd. included in this Registration Statement F-3 for the year ended December 31, 2024. We consent of the aforementioned report in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”
/s/ Grant Thornton Auditores Independentes Ltda.
São Paulo
January 26, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form F-3 of our report dated August 9, 2023, relating to the consolidated financial statements of Nuvini S.A. (predecessor of Nvni Group Limited). We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ DELOITTE TOUCHE TOHMATSU
DELOITTE TOUCHE TOHMATSU
Auditores Independentes Ltda.
São Paulo, Brazil
January 26, 2026
Exhibit 99.1
MK Soluções Tecnologia S.A.
Audited Annual Consolidated Statements of Financial Position
for the years ended December 31, 2024, and 2023
(In Brazilian reais, unless otherwise stated)
| 12.31.2024 | 12.31.2023 | |||||||
| Current Assets | ||||||||
| Cash and cash equivalents | 7,197,216 | 13,805,518 | ||||||
| Trade accounts receivable, net | 195,574 | 461,623 | ||||||
| Taxes Recoverable | 2,275 | 2,519 | ||||||
| Other current assets | 81,882 | 79,068 | ||||||
| Total current assets | 7,476,947 | 14,348,728 | ||||||
| Non-current assets | ||||||||
| Investments | 21,316 | 18,369 | ||||||
| Property and equipment, net | 863,512 | 1,052,992 | ||||||
| Intangible assets, net | 7,508,296 | 4,694,032 | ||||||
| Total non-current assets | 8,393,124 | 5,765,393 | ||||||
| Total assets | 15,870,071 | 20,114,121 | ||||||
| Current liabilities | ||||||||
| Accounts payable to suppliers | 296,938 | 210,662 | ||||||
| Taxes Payable | 1,250,451 | 1,375,497 | ||||||
| Social Security Contributions Payable | 240,389 | 235,305 | ||||||
| Payroll and Labor Obligations | 1,278,691 | 1,720,035 | ||||||
| Other Liabilities | 51,031 | 65,761 | ||||||
| Total current liabilities | 3,117,500 | 3,607,261 | ||||||
| Non-current liabilities | ||||||||
| Contingency provision | 1,150,322 | - | ||||||
| Tax obligations | - | - | ||||||
| Total non-current liabilities | 1,150,322 | - | ||||||
| Shareholder´s equity | ||||||||
| Share capital | 200,000 | 200,000 | ||||||
| Treasury shares | 11,402,249 | 16,306,860 | ||||||
| Total shareholders | 11,602,249 | 16,506,860 | ||||||
| Total liabilities | 4,267,822 | 3,607,261 | ||||||
| Total liabilities and shareholders | 15,870,071 | 20,114,121 | ||||||
1
MK Soluções Tecnologia S.A.
Audited Annual Condensed Consolidated Statements of Income
for the years ended December 31, 2024, and 2023
(In Brazilian reais, unless otherwise stated)
| 12.31.2024 | 12.31.2023 | |||||||
| Net operating revenue | 31,678,971 | 32,963,675 | ||||||
| Cost of services provided | -3,274,673 | -3,761,783 | ||||||
| Gross profit (loss) | 28,404,298 | 29,201,892 | ||||||
| General and administrative expenses | -9,279,098 | -8,763,515 | ||||||
| Sales and marketing expenses | -590,698 | -787,972 | ||||||
| Other operating income (expenses), net | 26,721 | 13,924 | ||||||
| Operating profit (loss) | 18,561,222 | 19,664,329 | ||||||
| Financial income | 1,542,758 | 1,280,072 | ||||||
| Financial expenses | -51,848 | -50,446 | ||||||
| Financial income and expenses, net | 1,490,910 | 1,229,626 | ||||||
| Profit (Loss) before income tax | 20,052,132 | 20,893,955 | ||||||
| Income tax, net | -4,158,204 | -4,212,516 | ||||||
| Net Income | 15,893,929 | 16,681,439 | ||||||
2
MK Soluções Tecnologia S.A.
Audited Annual Condensed Consolidated Statements of Shareholders’ Equity
for the years ended December 31, 2024, and 2023
(In Brazilian reais, unless otherwise stated)
| Share Capital | Reserve | Retained earnings (accumulated losses) | Total Equity | |||||||||||||
| Balances as of December 31, 2022 | 200,000 | 7,161,684 | - | 7,361,684 | ||||||||||||
| Profit (Loss) for the period | 16,681,439 | 16,681,439 | ||||||||||||||
| Dividends distribution | -7,536,264 | -7,536,264 | ||||||||||||||
| Balances as of December 31, 2023 | 200,000 | 16,306,860 | - | 16,506,860 | ||||||||||||
| Balances as of January 01, 2024 | 200,000 | 16,306,860 | - | 16,506,860 | ||||||||||||
| Profit (Loss) for the period | 15,893,929 | 15,893,929 | ||||||||||||||
| Dividends distribution | -20,798,539 | -20,798,539 | ||||||||||||||
| Balances as of December 31, 2024 | 200,000 | 11,402,249 | - | 11,602,249 | ||||||||||||
3
MK Soluções Tecnologia S.A.
Audited Annual Condensed Consolidated Statements
of Cash Flow
Loss for the years ended December 31 2024, and 2023
(In Brazilian reais, unless otherwise stated)
| 12.31.2024 | 12.31.2023 | |||||||
| Cash flows from operating activities | ||||||||
| Profit before income tax | 20,052,132 | 20,893,955 | ||||||
| Adjustments for: | ||||||||
| Depreciation and Amortization | 855,993 | 716,451 | ||||||
| Gain (loss) on disposal/sale of property, plant and equipment | -20,444 | - | ||||||
| Contingency provision | 1,150,322 | - | ||||||
| Changes in operating assets and liabilities | ||||||||
| Trade Receivables | 266,049 | -130,354 | ||||||
| Other Advances | -2,814 | -3,595 | ||||||
| Recoverable Taxes | 245 | -2,055 | ||||||
| Other Assets | -2,947 | - | ||||||
| Trade Payables | -86,276 | -106,385 | ||||||
| Taxes Payable | 125,046 | -108,630 | ||||||
| Social Security Contributions Payable | 5,084 | 18,036 | ||||||
| Payroll and Labor Obligations | 441,345 | -424,807 | ||||||
| Other accounts payable | -14,731 | -12,962 | ||||||
| Contingency provision | - | - | ||||||
| Corporate income tax (IRPJ) and social contribution on net profit (CSLL) | -5,953,982 | -2,942,925 | ||||||
| Net cash provided by (used in) operating activities | 16,815,022 | 17,896,729 | ||||||
| Cash flows from financing activities | ||||||||
| Dividends paid | -20,798,539 | -7,536,264 | ||||||
| Net cash provided by (used in) financing activities | -20,798,539 | -7,536,264 | ||||||
| Cash flows from investing activities | ||||||||
| Acquisition of property, plant and equipment | 189,479 | -103,277 | ||||||
| Intangible Assets | -2,814,263 | -3,131,968 | ||||||
| Net cash provided by (used in) investing activities | -2,624,784 | -3,235,245 | ||||||
| Net increase (decrease) in cash and cash equivalents | -6,608,301 | 7,125,221 | ||||||
| Cash and cash equivalents at January 1 | 13,805,518 | 6,680,296 | ||||||
| Cash and cash equivalents at June 30 | 7,197,216 | 13,805,518 | ||||||
| Net increase (decrease) in cash and cash equivalents | -6,608,301 | 7,125,222 | ||||||
4
Exhibit 99.2
MK Soluções Tecnologia S.A.
Unaudited Interim Condensed Consolidated Statements of Financial Position
As of June 30, 2025, and December 31, 2024
(In Brazilian reais, unless otherwise stated)
| Consolidated | ||||||||
| 06.30.2025 | 12.31.2024 | |||||||
| Current Assets | ||||||||
| Cash and cash equivalents | 10,357,608 | 7,197,216 | ||||||
| Trade accounts receivable, net | 189,899 | 195,574 | ||||||
| Taxes Recoverable | 2,275 | 2,275 | ||||||
| Other current assets | 75,835 | 81,882 | ||||||
| Total current assets | 10,625,616 | 7,476,947 | ||||||
| Non-current assets | ||||||||
| Investments | 21,316 | 21,316 | ||||||
| Property and equipment, net | 824,388 | 863,512 | ||||||
| Intangible assets, net | 9,059,587 | 7,508,296 | ||||||
| Total non-current assets | 9,905,291 | 8,393,124 | ||||||
| Total assets | 20,530,907 | 15,870,071 | ||||||
| Current liabilities | ||||||||
| Accounts payable to suppliers | 211,139 | 296,938 | ||||||
| Taxes Payable | 1,304,103 | 1,250,451 | ||||||
| Social Security Contributions Payable | 248,492 | 240,389 | ||||||
| Payroll and Labor Obligations | 1,795,156 | 1,278,691 | ||||||
| Other Liabilities | 63,162 | 51,031 | ||||||
| Total current liabilities | 3,622,053 | 3,117,500 | ||||||
| Non-current liabilities | ||||||||
| Contingency provision | 870,757 | 1,150,322 | ||||||
| Tax obligations | 194,256 | - | ||||||
| Total non-current liabilities | 1,065,013 | 1,150,322 | ||||||
| Shareholder´s equity | ||||||||
| Share capital | 200,000 | 200,000 | ||||||
| Treasury shares | 15,643,842 | 11,402,249 | ||||||
| Total shareholders | 15,843,842 | 11,602,249 | ||||||
| Total liabilities | 4,687,065 | 4,267,822 | ||||||
| Total liabilities and shareholders | 20,530,907 | 15,870,071 | ||||||
1
MK Soluções Tecnologia S.A.
Unaudited Interim Condensed Consolidated Statements of Income
for the six-months ended June 30, 2025, and 2024
(In Brazilian reais, unless otherwise stated)
| Consolidated | ||||||||
| 06.30.2025 | 06.30.2024 | |||||||
| Net operating revenue | 15,723,836 | 16,013,307 | ||||||
| Cost of services provided | -2,154,924 | -1,472,667 | ||||||
| Gross profit (loss) | 13,568,913 | 14,540,640 | ||||||
| General and administrative expenses | -4,869,052 | -4,289,867 | ||||||
| Sales and marketing expenses | -531,031 | -354,362 | ||||||
| Other operating income (expenses), net | - | 20,536 | ||||||
| Operating profit (loss) | 8,168,830 | 9,916,947 | ||||||
| Financial income | 654,173 | 914,701 | ||||||
| Financial expenses | -22,397 | -20,868 | ||||||
| Financial income and expenses, net | 631,776 | 893,833 | ||||||
| Profit (Loss) before income tax | 8,800,606 | 10,810,780 | ||||||
| Income tax, net | -2,026,482 | -2,147,699 | ||||||
| Net Income | 6,774,124 | 8,663,081 | ||||||
2
MK Soluções Tecnologia S.A.
Unaudited Interim Condensed Consolidated Statements
of Shareholders’ Equity
for the six-months ended June 30, 2025, and 2024
(In Brazilian reais, unless otherwise stated)
| Share Capital | Reserve | Retained earnings (accumulated losses) | Total Equity | |||||||||||||
| Balances as of January 01, 2024 | 200,000 | 16,306,860 | - | 16,506,860 | ||||||||||||
| Profit (Loss) for the period | 8,663,081 | |||||||||||||||
| Dividends distribution | -3,010,960 | |||||||||||||||
| Balances as of June 30, 2024 | 200,000 | 16,306,860 | 5,652,121 | 22,158,980 | ||||||||||||
| Balances as of January 01, 2025 | 200,000 | 11,402,249 | - | 11,602,249 | ||||||||||||
| Profit (Loss) for the period | 6,774,124 | |||||||||||||||
| Dividends distribution | -2,532,531 | |||||||||||||||
| Balances as of June 30, 2025 | 200,000 | 11,402,249 | 4,241,593 | 15,843,842 | ||||||||||||
3
MK Soluções Tecnologia S.A.
Unaudited Interim Condensed Consolidated Statements
of Cash Flow
Loss for the six-months ended June 30, 2025, and 2024
(In Brazilian reais, unless otherwise stated)
| Consolidated | ||||||||
| 06.30.2025 | 06.30.2024 | |||||||
| Cash flows from operating activities | ||||||||
| Profit before income tax | 8,800,606 | 10,810,780 | ||||||
| Adjustments for: | ||||||||
| Depreciation and Amortization | 417,051 | 436,493 | ||||||
| Gain (loss) on disposal/sale of property, plant and equipment | - | 11,454 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Trade Receivables | 5,675 | -14,518 | ||||||
| Other Advances | 6,047 | 31,542 | ||||||
| Recoverable Taxes | - | 245 | ||||||
| Other Assets | - | -2,947 | ||||||
| Trade Payables | -85,799 | -68,407 | ||||||
| Taxes Payable | -96 | 133,926 | ||||||
| Social Security Contributions Payable | 8,103 | 140,155 | ||||||
| Payroll and Labor Obligations | 516,465 | 383,789 | ||||||
| Other accounts payable | 12,341 | -33,680 | ||||||
| Contingency provision | -31,561 | - | ||||||
| Corporate income tax (IRPJ) and social contribution on net profit (CSLL) | -2,026,482 | -2,147,699 | ||||||
| Net cash provided by (used in) operating activities | 7,622,349 | 9,681,132 | ||||||
| Cash flows from financing activities | ||||||||
| Dividends paid | -2,532,740 | -3,010,960 | ||||||
| Net cash provided by (used in) financing activities | -2,532,740 | -3,010,960 | ||||||
| Cash flows from investing activities | ||||||||
| Acquisition of property, plant and equipment | -82,033 | -66,923 | ||||||
| Intangible Assets | -1,847,184 | -1,886,848 | ||||||
| Net cash provided by (used in) investing activities | -1,929,217 | -1,953,772 | ||||||
| Net increase (decrease) in cash and cash equivalents | 3,160,392 | 4,716,400 | ||||||
| Cash and cash equivalents at January 1 | 7,197,216 | 13,805,518 | ||||||
| Cash and cash equivalents at June 30 | 10,357,608 | 18,521,918 | ||||||
| Net increase (decrease) in cash and cash equivalents | 3,160,392 | 4,716,400 | ||||||
4
Exhibit 99.5
Report Of Independent Registered Public Accounting Firm
Shareholders and the board of directors
Nvni Group Limited
Opinion on the financial statements
We have audited the accompanying consolidated balance sheet of Nvni Group Limited and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for each of the two years ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years then ended, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
We also have audited the adjustments to the 2022 and the 2021 consolidated financial statements to retrospectively reflect the shares and basic and diluted net loss per share attributable to equity holders of Nvni Group Ltd., for the reorganization transaction, as described in Note 1, Note 17 and 18. The adjustments have been applied using the Exchange Ratio established in the reorganization transaction. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2022 or the 2021 consolidated financial statements of the Nvni Group Ltd. other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance in 2022 and 2021 consolidated financial statements taken as a whole.
Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred a net loss of R$78.2 million, it had a working capital deficiency of R$348.3 million, and shareholders’ equity deficiency of R$120.5 million. These conditions, along with other matters set forth in Note 2, raises substantial doubt regarding the Company’s ability to continue operating as a going concern. Management’s plans and actions in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that may arise from such uncertainty.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
1
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Grant Thornton Auditores Independentes Ltda.
We have served as the Company’s auditor since 2024
São Paulo, Brazil
April 30, 2025
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Nuvini S.A. (predecessor of Nvni Group Limited)
Opinion on the Financial Statements
We have audited, before the effects of the retrospective adjustments to basic and diluted loss per share discussed in Note 18 to the consolidated financial statements and to disclosures of the share capital discussed in Note 17 to the consolidated financial statements, the accompanying consolidated statements of loss and comprehensive loss, changes in equity, and cash flows of Nuvini S.A. and subsidiaries (predecessor of Nvni Group Limited) (the “Company”) for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2022, in conformity with International Financial Reporting Standards - IFRS, as issued by the International Accounting Standards Board - IASB.
We were not engaged to audit, review, or apply any procedures to the retrospective adjustments to basic and diluted loss per share discussed in Note 18 to the financial statements and to disclosures of the share capital discussed in Note 17 to the financial statements, and, accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditors.
Going Concern
The Company’s financial statements as of and for the year ended December 31, 2022 (the “2022 financial statements”) were prepared assuming that the Company will continue as a going concern. As of the date of the issuance of the 2022 financial statements, the Company had suffered recurring losses from operations and had a working capital deficiency of R$311,821 thousand at December 31, 2022 that raised substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters were also described in the 2022 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for opinion
These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on the Company´s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) - PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission - SEC and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by Management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
August 9, 2023
/S/ DELOITTE TOUCHE TOHMATSU
Auditores Independentes Ltda.
Sao Paulo, Brazil
We began serving as the Company’s auditor in 2020. In 2023, we became the predecessor auditor.
3
Nvni Group Limited Consolidated Statement of Financial Position
As of December 31, 2024, and 2023
(In thousands of Brazilian reais, unless otherwise stated)
| Notes | 12/31/2024 | 12/31/2023 | ||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 7 | 18,035 | 11,398 | |||||||
| Trade accounts receivable, net | 8 | 14,974 | 14,263 | |||||||
| Short-term advances | 31,678 | 28,970 | ||||||||
| Other current assets | 3,644 | 7,537 | ||||||||
| Total current assets | 68,331 | 62,168 | ||||||||
| Non-current assets | ||||||||||
| Property and equipment, net | 10 | 4,479 | 3,990 | |||||||
| Right-of-use assets, net | 10 | 1,791 | 1,435 | |||||||
| Intangible assets, net | 11 | 133,617 | 137,061 | |||||||
| Goodwill | 11 | 185,758 | 204,099 | |||||||
| Other non-current assets | 11,417 | 11,108 | ||||||||
| Total non-current assets | 337,062 | 357,693 | ||||||||
| Total assets | 405,393 | 419,861 | ||||||||
| LIABILITIES | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable to suppliers | 13 | 61,284 | 47,133 | |||||||
| Salaries and labor charges | 12 | 18,210 | 16,674 | |||||||
| Loans and financing | 13 | 2,512 | 4,960 | |||||||
| Debentures | 15 | 40,740 | 51,197 | |||||||
| Exposure premium liability | 15 | 2,940 | 1,835 | |||||||
| Lease liability | 10 | 773 | 742 | |||||||
| Income taxes payable | 1,789 | 1,913 | ||||||||
| Taxes, fees and contributions payable | 5,577 | 5,352 | ||||||||
| Deferred revenue | 20 | 3,739 | 3,145 | |||||||
| Deferred and contingent consideration on acquisitions | 5 and 6 | 277,183 | 227,077 | |||||||
| Related parties | 9 | 1,078 | 9,867 | |||||||
| Other current liabilities | 775 | 852 | ||||||||
| Total current liabilities | 416,600 | 370,747 | ||||||||
| Non-current liabilities | ||||||||||
| Loans and financing | 13 | 375 | 329 | |||||||
| Loans from investors | 14 | 22,033 | 13,901 | |||||||
| Taxes and contributions payable | 1,955 | 2,886 | ||||||||
| Deferred and contingent consideration on acquisitions | 5 and 6 | - | 5,000 | |||||||
| Lease liability | 10 | 1,118 | 777 | |||||||
| Provisions for risks | 16 | 26,632 | 30,820 | |||||||
| Deferred taxes | 23 | 40,639 | 44,566 | |||||||
| Derivative warrant liabilities | 17 | 7,663 | 4,464 | |||||||
| Total non-current liabilities | 100,415 | 102,743 | ||||||||
| Total liabilities | 517,015 | 473,490 | ||||||||
| SHAREHOLDERS’ DEFICIT | 17 | |||||||||
| Share capital | 283,408 | 260,685 | ||||||||
| Capital reserves | 128,845 | 127,932 | ||||||||
| Accumulated losses | (529,780 | ) | (446,575 | ) | ||||||
| Other comprehensive loss | (2,968 | ) | - | |||||||
| Total shareholders’ deficit, Equity attributable to owners | (120,495 | ) | (57,958 | ) | ||||||
| Non-controlling interest | 17 | 8,873 | 4,329 | |||||||
| Total shareholders’ deficit | (111,622 | ) | (53,629 | ) | ||||||
| Total liabilities and shareholders’ deficit | 405,393 | 419,861 | ||||||||
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
4
Nvni Group Limited Consolidated Statement of
Loss and Comprehensive
Loss for the years ended December 31, 2024, 2023 and 2022
(In thousands of Brazilian reais, unless otherwise stated)
| Notes | 12/31/2024 | 12/31/2023 | 12/31/2022 | |||||||||||
| Net operating revenue | 20 | 193,282 | 168,985 | 124,545 | ||||||||||
| Cost of services provided | 21 | (70,754 | ) | (66,138 | ) | (52,813 | ) | |||||||
| Gross profit | 122,528 | 102,847 | 71,732 | |||||||||||
| Sales and marketing expenses | 21 | (28,084 | ) | (28,827 | ) | (27,370 | ) | |||||||
| General and administrative expenses | 21 | (57,732 | ) | (93,156 | ) | (53,347 | ) | |||||||
| Impairment of goodwill | 11 | (18,341 | ) | (11,373 | ) | (86,897 | ) | |||||||
| Other operating (expenses) income, net | 21 | (1,893 | ) | 17,597 | 182 | |||||||||
| Listing expense | 21 | - | (176,282 | ) | - | |||||||||
| Operating profit (loss) | 16,478 | (189,194 | ) | (95,700 | ) | |||||||||
| Financial income and expenses, net | 22 | (85,184 | ) | (55,110 | ) | (16,730 | ) | |||||||
| Loss before income tax | (68,706 | ) | (244,304 | ) | (112,430 | ) | ||||||||
| Income tax, net | 23 | (9,503 | ) | (3,558 | ) | (1,776 | ) | |||||||
| Net loss | (78,209 | ) | (247,862 | ) | (114,206 | ) | ||||||||
| Net loss attributed to: | ||||||||||||||
| Owners of the Company | (86,173 | ) | (254,711 | ) | (114,408 | ) | ||||||||
| Non-controlling interests | 17 | 7,964 | 6,849 | 202 | ||||||||||
| Loss per share | ||||||||||||||
| Basic and diluted loss per share (R$) | 18 | (2.58 | ) | (10.73 | ) | (6.48 | ) | |||||||
| Other comprehensive loss: | ||||||||||||||
| Foreign currency translation adjustment | (2,968 | ) | - | - | ||||||||||
| Total other comprehensive loss | (2,968 | ) | - | - | ||||||||||
| Comprehensive loss | (81,177 | ) | (247,862 | ) | (114,206 | ) | ||||||||
The above consolidated statement of loss should be read in conjunction with the accompanying notes.
5
Nvni Group Limited Consolidated Statement of
Changes in
Equity for the years ended December 31, 2024, 2023 and 2022
(In thousands of Brazilian reais, unless otherwise stated)
Equity attributable to Equity Holder of the Parent
| Notes | Share Capital | Capital Reserves | Accumulated Losses | Attributable to owners of the parent | Non-controlling interests | Total Equity | ||||||||||||||||||||
| Balances as of December 31, 2021 | 38,904 | 3,738 | (79,442 | ) | (36,800 | ) | - | (36,800 | ) | |||||||||||||||||
| Exercise of subscription rights | 1,500 | (1,500 | ) | - | - | - | ||||||||||||||||||||
| Initial recognition of non-controlling interest | 17 | 42,510 | - | 42,510 | 4,207 | 46,717 | ||||||||||||||||||||
| Distributions to non-controlling interest | 17 | - | - | (556 | ) | (556 | ) | |||||||||||||||||||
| Provision for share-based payment | 19 | - | 9,884 | - | 9,884 | - | 9,884 | |||||||||||||||||||
| Net loss representing total comprehensive loss for the year | - | - | (114,408 | ) | (114,408 | ) | 202 | (114,206 | ) | |||||||||||||||||
| Balance as of December 31, 2022 | 40,404 | 54,632 | (193,850 | ) | (98,814 | ) | 3,853 | (94,961 | ) | |||||||||||||||||
| Notes | Share Capital | Capital Reserves | Accumulated Losses | Attributable to owners of the parent | Non-controlling interests | Total Equity | ||||||||||||||||||||
| Balances as of December 31, 2022 | 40,404 | 54,632 | (193,850 | ) | (98,814 | ) | 3,853 | (94,961 | ) | |||||||||||||||||
| Capital increase | 186,371 | - | - | 186,371 | - | 186,371 | ||||||||||||||||||||
| Subscription rights | 33,910 | 1,500 | - | 35,410 | - | 35,410 | ||||||||||||||||||||
| Provision for share-based payment | 19 | - | 6,255 | - | 6,255 | - | 6,255 | |||||||||||||||||||
| Debt instruments converted to equity | - | 65,747 | - | 65,747 | - | 65,747 | ||||||||||||||||||||
| Initial recognition of non-controlling interest | - | (202 | ) | - | (202 | ) | 706 | 504 | ||||||||||||||||||
| Distributions to non-controlling interest | - | - | 1,986 | 1,986 | (7,079 | ) | (5,093 | ) | ||||||||||||||||||
| Net loss representing total comprehensive loss for the year | - | - | (254,711 | ) | (254,711 | ) | 6,849 | (247,862 | ) | |||||||||||||||||
| Balance as of December 31, 2023 | 260,685 | 127,932 | (446,575 | ) | (57,958 | ) | 4,329 | (53,629 | ) | |||||||||||||||||
| Notes | Share Capital | Capital Reserves | Accumulated Losses | OCI | Attributable to owners of the parent | Non-controlling interests | Total Equity | |||||||||||||||||||||||
| Balances as of December 31, 2023 | 260,685 | 127,932 | (446,575 | ) | - | (57,958 | ) | 4,329 | (53,629 | ) | ||||||||||||||||||||
| Capital increase | 22,723 | - | - | - | 22,723 | - | 22,723 | |||||||||||||||||||||||
| Provision for share-based payment | 19 | - | 913 | - | - | 913 | - | 913 | ||||||||||||||||||||||
| Distributions to non-controlling interest | - | - | - | - | - | (3,420 | ) | (3,420 | ) | |||||||||||||||||||||
| Other comprehensive income | - | - | 2,968 | (2,968 | ) | - | - | - | ||||||||||||||||||||||
| Net loss representing total comprehensive loss for the year | - | - | (86,173 | ) | - | (86,173 | ) | 7,964 | (78,209 | ) | ||||||||||||||||||||
| Balance as of December 31, 2024 | 283,408 | 128,845 | (529,780 | ) | (2,968 | ) | (120,495 | ) | 8,873 | (111,622 | ) | |||||||||||||||||||
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
6
Nvni Group Limited Consolidated Statement of
Cash Flows for
the years ended December 31, 2024, 2023 and 2022
(In thousands of Brazilian reais, unless otherwise stated)
| Notes | 2024 | 2023 | 2022 | |||||||||||
| Cash flow from operating activities | ||||||||||||||
| Loss before income tax | (68,706 | ) | (244,304 | ) | (112,430 | ) | ||||||||
| Adjustments for: | ||||||||||||||
| Depreciation and amortization | 10 and 11 | 19,850 | 18,715 | 17,234 | ||||||||||
| Share-based payment expense | 19 | 913 | 6,255 | 9,884 | ||||||||||
| Adjustment in provision for risks | (4,188 | ) | (1,395 | ) | (1,953 | ) | ||||||||
| Interest on loans, financing and debentures | 13, 15 and 22 | 13,689 | 15,117 | 14,704 | ||||||||||
| Interest on lease liabilities | 10 | 227 | 316 | 175 | ||||||||||
| Amendment to lease liability | - | (217 | ) | - | ||||||||||
| Allowance for expected credit loss | 8 | 47 | 440 | 20 | ||||||||||
| Write-offs accounts receivable | - | 953 | - | |||||||||||
| Impairment of goodwill | 11 | 18,341 | 11,373 | 86,897 | ||||||||||
| Loss on disposal of assets | 10 | 55 | 1,589 | 116 | ||||||||||
| Deferred and contingent consideration adjustment | 5 and 6 | 53,091 | 40,535 | 16,294 | ||||||||||
| Employee bonus provision | 660 | 2,001 | 2,470 | |||||||||||
| Taxes on provisions | - | - | 399 | |||||||||||
| Fair value of derivative warrant liabilities | 17 | 3,199 | (14,507 | ) | - | |||||||||
| Listing Expense | 21 | - | 176,282 | - | ||||||||||
| Fair value of subscription rights | - | (2,941 | ) | (14,495 | ) | |||||||||
| Decrease (increase) in operating assets: | ||||||||||||||
| Trade accounts receivable | 8 | (757 | ) | (2,519 | ) | 153 | ||||||||
| Other assets | 876 | (32,230 | ) | (2,532 | ) | |||||||||
| Increase (decrease) in operating liabilities: | ||||||||||||||
| Accounts payable to suppliers | 14,151 | 38,956 | 2,023 | |||||||||||
| Salaries and labor charges | 12 | 876 | (1,118 | ) | 3,653 | |||||||||
| Taxes and fees | (1,360 | ) | 2,534 | 1,366 | ||||||||||
| Deferred revenue | 593 | (675 | ) | (548 | ) | |||||||||
| Other liabilities | 23 | (77 | ) | (2,727 | ) | (2,596 | ) | |||||||
| Income taxes paid | (12,899 | ) | (9,624 | ) | (6,638 | ) | ||||||||
| Net cash from operating activities | 38,581 | 2,809 | 14,196 | |||||||||||
| Investment activities | ||||||||||||||
| Cash payments to acquire property and equipment | 10 | (1,829 | ) | (3,570 | ) | (1,330 | ) | |||||||
| Cash payments to acquire intangibles | 11 | (14,231 | ) | (8,648 | ) | (2,992 | ) | |||||||
| Net cash used in investment activities | (16,060 | ) | (12,218 | ) | (4,322 | ) | ||||||||
| Financing activities | ||||||||||||||
| Payment of principal loans and financing | 13 and 15 | (17,937 | ) | (9,451 | ) | (10,101 | ) | |||||||
| Interest paid | 13 and 15 | (8,332 | ) | (14,784 | ) | (12,602 | ) | |||||||
| Payment of principal portion of lease liabilities | 10 | (1,102 | ) | (1,053 | ) | (1,064 | ) | |||||||
| Proceeds from debentures, loans, and financing | 13, 14 and 15 | 9,058 | 18,617 | 8,750 | ||||||||||
| Capital increase | 17 | 13,832 | 29,060 | - | ||||||||||
| Proceeds on issuance of subscription rights | 17 | - | - | 3,750 | ||||||||||
| Distributions paid to non-controlling interest | (3,420 | ) | (5,093 | ) | (556 | ) | ||||||||
| Proceeds from investors and related party loans | - | - | 8,961 | |||||||||||
| Payment of deferred and contingent consideration on acquisitions | 5 and 6 | (7,985 | ) | (4,504 | ) | (9,898 | ) | |||||||
| Net cash (used in) from financing activities | (15,884 | ) | 12,792 | (12,760 | ) | |||||||||
| Net increase (decrease) in cash and cash equivalents | 6,637 | 3,383 | (2,886 | ) | ||||||||||
| Cash and cash equivalents at the beginning of the year | 7 | 11,398 | 8,015 | 10,901 | ||||||||||
| Cash and cash equivalents at the end of the year | 7 | 18,035 | 11,398 | 8,015 | ||||||||||
| Net increase (decrease) in cash and cash equivalents | 6,637 | 3,383 | (2,886 | ) | ||||||||||
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
7
EXPLANATORY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, and 2022.
(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 November 16, 2022. The registered office of the Company is CO Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands. The Company’s principal executive office is located at Rua Jesuíno Arruda, nº769, sala 20B, Itaim Bibi, in São Paulo, Brazil.
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.
Reorganization transaction
On February 26, 2023, Nvni Group Limited, Nuvini Holdings Limited (an exempted company with limited liability in the Cayman Islands), Nuvini Merger Sub, Inc. (a Delaware corporation), and Mercato Partners Acquisition Corporation (a Delaware corporation, referred to as “Mercato”) entered into a Business Combination Agreement (“SPAC Merger”). According to this agreement, Nuvini Shareholders transfered all issued and outstanding ordinary shares of Nuvini, with a par value of $0.00001 per share, to Nvni Group Limited in exchange for newly issued ordinary shares of Nvni Group Limited, also with a par value of $0.00001 per share. Additionally, Nuvini Merger Sub, Inc. merged with Mercato, resulting in Mercato becoming a wholly-owned, indirect subsidiary of Nvni Group Limited.
Prior to the closing date of the transaction between the Company and Mercato, Nvni Group Ltd. was a holding company with no active trade or business. Nuvini S.A. maintained all relevant assets and liabilities and incurred all income and expenses. Therefore, the comparable consolidated financial information presented herein represents the consolidated financial statements of Nuvini S.A.
On September 29, 2023 (the “Closing Date”), Nuvini completed its business combination with Mercato. As a result, Nuvini’s Ordinary Shares and Warrants commenced trading on Nasdaq under the symbols “NVNI” and “NVNIW,” respectively, as of market open on October 2, 2023.
In accordance with IFRS 3 Business Combinations, Mercato did not meet the definition of a “business”, and therefore the Business Combination was considered a capital transaction and was accounted for as a share-based payment transaction under IFRS 2 Share-Based Payments, whereby Nuvini issued shares for Mercato’s net assets. Under this method of accounting, the acquisition of Mercato was stated at historical cost, with no goodwill or other intangible assets recorded.
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The difference between the fair value of the equity instruments issued to acquire Mercato and the fair value of the identifiable net assets acquired represented a stock exchange listing expense.
Accordingly, the financial statements of Nuvini S.A. became the historical financial statements of Nuvini and the assets, liabilities and results of operations of Mercato was consolidated with Nuvini from the Closing Date.
Consolidated subsidiaries
The following table lists the Company’s subsidiaries. The subsidiaries have share capital consisting solely of ordinary shares that are held directly by the Company, and the proportion of ownership interests held equals the voting rights held by the Company. The country of incorporation or registration is also their principal place of business:
| Subsidiaries | Place of Business/Country of Incorporation | Equity Ownership Held by the Company 12/31/2024 | Equity Ownership Held by the Company 12/31/2023 | |||||||
| Effecti Tecnologia Web LTDA. (“Effecti”) | Brazil | 100 | % | 100 | % | |||||
| Leadlovers Tecnologia LTDA. (“Leadlovers”) | Brazil | 100 | % | 100 | % | |||||
| Ipe Tecnologia LTDA. (“Ipe”) | Brazil | 100 | % | 100 | % | |||||
| Dataminer Dados, Informacoes E Documentos LTDA (“Datahub”) | Brazil | 100 | % | 100 | % | |||||
| Onclick Sistemas de Informacao LTDA. (“Onclick”) | Brazil | 100 | % | 100 | % | |||||
| Simplest Software LTDA (“Mercos”) | Brazil | 57.91 | % | 57.91 | % | |||||
| Smart NX | Brazil | 55 | % | 55 | % | |||||
| Nuvini S.A | Brazil | 100 | % | 100 | % | |||||
| Nuvini LLC | United States of America | 100 | % | 100 | % | |||||
Effecti
On October 30, 2020, Nuvini acquired 100% of the equity interest of 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
On February 5, 2021, Nuvini acquired 100% of the equity interest of Leadlovers, a company based in Curitiba, Paraná that delivers an all-in-one digital marketing platform. Leadlovers offers a 100% online platform to optimize companies’ digital marketing strategy and assist entrepreneurs in enhancing online sales, allowing them to streamline and automate repetitive marketing processes.
Ipe
On February 19, 2021, Nuvini acquired 100% of the equity interest in Ipe, a company based in Uberlândia, Minais Gerais, which serves as the largest enterprise resource planning (“ERP”) service provider for eyeglass shops. Ipe offers store owners an ERP system subscription that aims to help manage stores, meet tax obligations and optimize sales.
Datahub
On February 24, 2021, Nuvini acquired 100% of the equity interest in Datahub, a company based in Tupã, São Paulo that offers an innovative data intelligence platform, uniting cutting-edge technology and new data sources. Datahub utilizes sophisticated and efficient data analytics, machine learning, and customer knowledge to drive efficiencies in marketing, sales, risk, and compliance actions, while prioritizing responsible data management to protect its customers’ business.
Onclick
On April 22, 2021, Nuvini acquired 100% of the equity interest in Onclick, a company based in Marília, State of São Paulo. Onclick comprises three subsidiaries; Onclick Sistemas de Informacao LTDA, APIE.COMM Tecnologia LTDA (“Apie.comm”), and Commit Consulting LTDA. (“Commit”). Onclick controls 100% of the subsidiaries and they offer the following services to the market:
| ● | 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. |
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Mercos
On June 30, 2021, Nuvini acquired 100% of the equity interest in Mercos, a software company that organizes and automates the activities of independent sales representatives and sales orders from manufacturers and distributors. Mercos is focused on providing e-commerce and sales solutions for B2B entities. In November 2022, the Company amended the Mercos agreement reselling 42.09% of the Mercos shares to the previous seller.
Smart NX
On January 25, 2023, and amended on June 8, 2023, and August 1, 2023, Nuvini acquired 55% of the equity interest in Smart NX, a company in Matias Barbosa, Minas Gerais, Brazil. Smart NX operates under two subsidiaries Smart NX and Smart NX LTDA. Smart NX is the directly owned subsidiary. Smart NX is a limited liability company duly organized under the laws of Brazil and based in Matias Barbosa, Minas Gerais, Brazil. Smart NX builds digital client experience journeys that connect B2C companies with their clients via sales billing and client service. Smart NX delivers a full digital journey for its clients for higher client service efficiency, increases in sales and collections, cost reductions through digitalized operation and higher client satisfaction.
Nuvini S.A.
Nuvini S.A. is a corporation duly incorporated and organized on October 21, 2020, 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 on November 9, 2020 in the United States of America to explore opportunities for strategic partnerships abroad. Nuvini LLC has no relevant operations for the years ended December 31, 2024, 2023, and 2022.
Note 2. Basis of presentation
The consolidated financial statements of the Group have been prepared in accordance with IFRS Accounting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee. The financial statements comply with IFRS Accounting Standards as issued by the International Accounting Standards Board.
The consolidated financial statements consist of the consolidated statement of financial position, the consolidated statement of loss and comprehensive loss, the consolidated statement of changes in equity and the consolidated statement of cash flows and have been prepared under a historical cost basis, except for the valuation of certain assets and liabilities such as those arising from business combinations and according to the accounting practices described in Note 3. The consolidated statement of cash flows has been prepared using the indirect method. Intercompany transactions and balances between the Group’s companies are eliminated upon consolidation.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of loss and comprehensive loss, consolidated statement of changes in equity and consolidated statement of financial position, respectively.
The issuance of these consolidated financial statements was originally authorized by the Board of Directors on April 30, 2025.
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Going concern
The accompanying 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.
Nuvini is a holding company that conducts its business through its acquired operating subsidiaries and derives all of its revenues from the Nuvini Acquired Companies’ proprietary SaaS businesses, which consist of revenue from fees paid by the Nuvini Acquired Companies’ customers for using the Nuvini Acquired Companies’ proprietary software.
The Company is an early-stage company and since inception has incurred operating losses.
For the years ended December 31, 2024, 2023 and 2022, the Company incurred a net loss of R$78.2 million, R$247.9 million and R$114.2 million, respectively, and on December 31, 2024 and 2023, the Company had a working capital deficit of R$348.3 million and R$308.6 million, respectively and shareholders’ deficit of R$111.6 million and R$53.6 million, respectively. Management believes it will continue to incur operating and net losses at least for the medium term.
To date, Nuvini has met its operations funding requirements primarily through the issuance of equity capital, loans and borrowings from financial institutions and related parties (including its CEO), private placements of debentures, deferred and/or contingent payment on acquisitions, and the issuance of subscription rights to investors, as well as from revenue generated from the Group’s operations. Nuvini S.A. holds debt in the Brazilian reais currency (R$) and financial instruments are not typically used for hedging purposes.
As discussed in notes 13 and 15, the Company had current debt obligations outstanding of R$44.3 million and R$66.0 million on December 31, 2024 and 2023, respectively, which included the entire balance of amounts owed under the debentures issued in 2021 and due in 2026, as the Company was not in compliance with financial covenants associated with the debentures at December 31, 2024 or 2023 and the balances due on loans that mature in 2024 and short-term obligations under related party loans (see note 9 for further details).
The Company issued equity in shares in exchange for the partial acquisition of Smart NX in 2023.
On December 31, 2024 and 2023, the Company had cash and cash equivalents, including short-term investments, of R$18.0 million and R$11.4 million, respectively.
As explained above, net loss has consistently and significantly decreased year-over-year, with 2023 seeing an increase in net loss due to onetime IPO Listing Expenses, demonstrating the Company’s improved operating performance.
In addition to the above factors, the Company’s debt obligations have also improved. As discussed in note 26-Subsequent Events, in January 2025, the Company has raised US$14.875 million gross before expenses and taxes, which combined with the visible operational improvement highlighted above, we believe this leaves the Company in a more comfortable cash position relative to its obligations. With the capital raise, the Company has already guaranteed its obligations for the next 12 months as it has entered into an extension agreement for the deferred and contingent obligations.
It is very important to emphasize that today the Company is already generating enough cash to fulfill its operating obligations and the organic growth of its portfolio companies with an operating profit, but it is still not generating enough cash to pay the debt obligations of the acquisitions made.
Therefore, it is still necessary to raise funds through equity, as was done in January 2025, to balance the Company’s capital structure and to seek better lines of credit with lower interest rates to improve costs and cash generation.
The Company’s business model is based on raising capital through equity and debt until our various portfolio companies generate enough cash for the Company to fulfill the obligations assumed in past acquisitions and still have free cash flow to make new acquisitions and not be solely dependent on raising capital.
The Company now has a larger institutional invest base which makes it more accessible to seek and find the funding necessary to continue the Company’s expansion.
The Company has determined that these factors raise significant doubt about its ability to continue as a going concern.
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As further discussed at note 15, the debenture holders have subsequently granted the Company’s request to waive the 2024 covenant violations.
Additionally, as further discussed at notes 5 and 6, the Company has and continues to take additional steps to preserve liquidity and manage cash flows by amending the terms of amounts payable or contingently payable under the purchase and sale agreements with sellers for all of its acquisitions. These amendments have included extension and/or further deferral of payment installments, as well as modification of the terms to contemplate a portion of the amounts due to be payable in shares of Nvni Group Limited, as applicable (see also note 5). Nuvini S.A. cannot extend or revise the terms of the deferred and contingent consideration, Nuvini S.A. would raise debt to satisfy any deferred and contingent consideration obligations.
As discussed in note 26, the Company entered into a Private Placement transaction with certain institutional investors for aggregate gross proceeds of US$12.0 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement.
While the Company continues to seek other alternative capital and financing sources and implement steps to preserve liquidity and manage cash flows, there can be no assurance that these or additional capital and financing resources, continued waivers of covenant violations under the debentures agreement, or further extensions or modifications of payment terms of seller acquisition financing will be available to the Company on commercially acceptable terms, or at all. If the Company raises funds to pay any of its obligations by issuing additional equity securities, dilution to stockholders may result. The terms of debt securities or borrowings could impose significant additional restrictions on operations.
If the Company is unable to obtain adequate capital resources to fund the debt incurred from past acquisitions, the terms will have to be renegotiated and there will be a delay in the acquisition plan, postponing the acquisition of new companies but not causing losses or delays for the companies already in the portfolio, as they are financially and operationally self-sufficient, and the holding company uses the new capital raised to cover debenture and deferred and contingent obligations, which could have a material impact on its operations and limit its ability to fully execute its business acquisition strategy, which may directly and negatively affect its business, operating and financial results.
Note 3. Summary of significant accounting policies
Basis of consolidation
As of December 31, 2024, 2023, and 2022, the consolidated financial statements include information from the subsidiaries Effecti, Leadlovers, Ipe, Datahub, Mercos, Onclick, Nuvini LLC, Nuvini S.A. and Smart NX. Smart NX was acquired in 2023 and therefore was not included in the consolidated financial statements as of December 31, 2022. The consolidated financial statements incorporate the financial positions and the operational results of subsidiaries that the Group controls. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. Intercompany transactions, balances and unrealized gains on transactions between the Company and its subsidiaries are eliminated, if applicable.
Functional currency and presentation currency
The items included in the Group’s financial statements are measured using the currency of the main economic environment in which the Group operates (its “functional currency”). The financial statements are presented in thousands of Brazilian Reais (R$), which is the functional currency of the Group.
Business combinations
Business acquisitions are accounted for using the acquisition method. The Group determines that it has acquired a business, rather than a group of assets, when the acquired set of assets and activities include an input and a substantive process that together significantly contribute to the ability to create outputs. Acquisition-related costs are expensed when incurred.
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The consideration transferred in a business combination is measured at fair value. On the acquisition date, identifiable assets acquired and liabilities assumed are recognized at fair value on the acquisition date, unless otherwise stated.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.
When consideration transferred by the Group in a business combination includes an obligation of the Group to provide additional payments to the sellers based on future performance of the business sold or services to the Group (a contingent consideration, as described in note 5), the Group evaluates whether the contingent consideration should be accounted for as compensation for post-combination services or contingent consideration and included in consideration transferred in accordance with IFRS 3—Business Combinations (“IFRS 3”). If the Group determines the arrangement is contingent consideration, the arrangement is further evaluated to see if the payments should be accounted for as an additional cash consideration or equity interests to the former owners (seller) if certain future events occur. The current arrangements resulting from the acquisitions detailed in note 5 have been accounted for as contingent consideration, are measured at fair value at the acquisition date and included in the consideration transferred.
Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retroactively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date), related to facts and circumstances that existed at the acquisition date.
Deferred and contingent considerations are remeasured at fair value at subsequent reporting dates and changes in fair value are recognized in profit or loss. Deferred consideration that are based on fixed contractual amounts are at amortized cost.
If the initial accounting for a business combination is incomplete at the end of the period in which the combination occurred, the Group records provisional amounts based on estimated or projected values for items for which accounting is incomplete. These provisional amounts are adjusted during the measurement period or additional assets and liabilities are recognized to reflect new information obtained relating to facts and circumstances existing at the acquisition date, which, if known, would have affected the amounts recognized on that date.
Financial instruments
Financial assets and financial liabilities are recognized in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
Financial assets are presented as current assets, except those with maturity of more than 12 months after the balance sheet date. The classification of the Group’s financial assets and liabilities is detailed in note 6.
Financial assets
All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.
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Classification of financial assets
Financial assets that meet the following conditions are measured subsequently at amortized cost:
| ● | The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows. |
| ● | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (“FVTOCI”):
| ● | The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets. |
| ● | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
By default, all other financial assets are measured subsequently at fair value through profit or loss (“FVTPL”).
Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset:
| ● | The Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met. |
| ● | The Group may irrevocably designate an investment that meets the amortized cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch. |
Amortized cost and effective interest method
The effective interest method is a method of calculating the amortized cost of a financial instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the financial instrument, or, where appropriate, a shorter period, to the gross carrying amount of the financial instrument on initial recognition.
Interest income is recognized using the effective interest rate for financial assets measured subsequently at amortized cost and at FVTOCI. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired. For financial assets that have subsequently become credit-impaired, interest income is recognized by applying the effective interest rate to the amortized cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit- impaired, interest income is recognized by applying the effective interest rate to the gross carrying amount of the financial asset.
Financial assets at FVTPL
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss includes any dividend or interest earned on the financial asset and is included in financial income and expense on the income statement.
Impairment of financial assets
The Group recognizes a provision for expected credit losses (“ECL”) on trade receivables and contract assets measured under IFRS 9. To measure the expected credit losses, trade receivables and contract assets have been grouped as they have substantially the same risk characteristics and are related to the same types of contracts; therefore, the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The Group applies the ’simplified’ approach to measure the ECL, since the Group’s trade receivables do not include a significant financing component and are not considered to be complex. The Group therefore recognizes the lifetime expected credit losses over the life of the trade accounts receivable and other assets. The Group evaluates whether ECL would be required to be recorded for other assets periodically and on an individual basis.
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The nature of the Group’s SaaS business model mitigates the risk of credit losses, as customers usually pay in advance or have payment terms from 30-60 days. The Group estimates expected credit losses by taking into consideration historical credit losses experienced by aging and maturity categories based on contract or invoice payment due dates and financial factors specific to the customers, as well as general economic conditions.
Write-off policy
The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, for example, when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over 3 months past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures and applicable legislation where appropriate. Any provisions and recoveries made are recognized in general and administrative expenses in profit or loss.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.
Financial liabilities and equity
Classification as financial liability or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the terms and substance of the contractual arrangements.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs. A repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.
Financial liabilities
Financial liabilities are subsequently measured (i) at amortized cost using the effective interest rate method or (ii) at FVTPL.
| ● | Financial liabilities at FVTPL: Financial liabilities are classified at FVTPL when the financial liability is (i) a contingent consideration of a buyer in a business combination that is classified as a liability, (ii) held for trading, or (iii) designated at FVTPL. As of December 31, 2024, 2023, and 2022, the Group had financial liabilities designated at FVTPL recorded in the financial statements related to the contingent consideration related to the acquisition of equity interests in the subsidiaries, as detailed in notes 5 and 6. |
| ● | Financial liabilities at amortized cost: Financial liabilities other than (i) contingent consideration of a buyer in a business combination that is classified as a liability or, (ii) assigned to FVTPL are subsequently measured at the amortized cost using the effective interest rate method. |
Derecognition of financial liabilities
The Group derecognizes financial liabilities only when its obligations are extinguished and canceled. The difference between the carrying amount of the financial liability and the consideration paid and payable is recognized in profit or loss.
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Derivatives
Derivatives are recognized initially at fair value at the date the derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognized in profit or loss immediately. A derivative with a positive fair value is recognized as a financial asset, whereas, a derivative with a negative fair value is recognized as a financial liability. A derivative is presented as a non-current asset or non-current liability if the remaining maturity of the instrument is more than 12 months and is not due to be realized or settled within 12 months.
Fair value measurement
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The Group measures financial instruments at fair value on each balance sheet closing date. Fair value is the price that would be received by the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date.
The fair value measurement is based on the assumption that the transaction to sell the asset or transfer the liability will occur (i) in the principal market for the asset or liability, or, in the absence of a main market, (ii) in the market most advantageous to the asset or liability.
Measuring the fair value of a non-financial asset takes into account the ability of the market participant to generate economic benefits using the asset at its best possible use or by selling it to another market participant who would use the asset at its best use.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy described below, based on the lowest level information that is significant to the measurement of the fair value as a whole.
| ● | Level 1—Quoted (unadjusted) market prices in active markets for identical assets or liabilities. |
| ● | Level 2—Evaluation techniques for which the lowest and most significant level information for measuring fair value is directly or indirectly observable. |
| ● | Level 3—Evaluation techniques for which the lowest and most significant level information for fair value measurement is not available. |
If all significant inputs required to measure the fair value of an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. The fair value of the contingent consideration classified as level 3 is calculated based on the judgment of the Group and the probability of meeting the goals of the acquisition made during the year. The fair value is based on a business plan agreed to by Management and the seller of the acquired company, that includes projected revenue balances individual to each subsidiary and therefore is not deemed observable market data.
For assets and liabilities recognized in the financial statements at fair value on a recurring basis, the Group determines whether there have been transfers between hierarchy levels, reassessing categorization (based on the lower and most significant level information for the fair value measurement as a whole) at the end of each reporting period.
Goodwill
Goodwill is initially recognized and measured as described above in business combinations. Goodwill is not amortized, but is tested for impairment at least annually, or when circumstances indicate an impairment loss. For the purposes of the impairment test, goodwill is allocated to each of the Group’s cash generating units (“CGUs”). To determine the CGU, assets are grouped at the lowest levels for which there are independent cash flows. For purposes of this test, goodwill is allocated to the CGUs or groups of CGUs that will benefit from the synergies of the combination. The CGUs identified were Effecti, Ipe, Leadlovers, Datahub, Onclick, Mercos, and Smart NX.
An impairment loss exists when the book value of the CGU exceeds its recoverable amount, which is the higher of the fair value less selling expenses and the value in use. If the recoverable amount of the CGU is less than the carrying amount, the impairment loss is first allocated to reduce the carrying amount of the goodwill allocated to the unit and, subsequently, to the other assets of the unit, proportionally to the carrying amount of each of the assets. Goodwill impairment losses are recognized in the period they are incurred. Impairment losses recognized for goodwill cannot be reversed in a subsequent period. On disposal of the CGU, the attributable value of goodwill is included in the calculation of profit or loss on disposal.
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Intangible assets, net
Recognition and measurement
Intangible assets acquired separately are measured at cost upon initial recognition. The cost of intangible assets acquired in a business combination corresponds to the fair value on the acquisition date. After initial recognition, intangible assets are stated at cost, less accumulated amortization and accumulated impairment losses. Internally generated intangible assets, excluding capitalized development costs, are not capitalized, and the expense is reflected in the statement of income in the year in which it is incurred. The useful life of an intangible asset is assessed as finite or indefinite.
Intangible assets with finite lives are amortized on a straight-line basis over their economic useful lives and assessed for impairment whenever there is an indication of loss of economic value of the asset. The amortization period and method for an intangible asset with a finite life are reviewed, at least, at the end of each year. Changes in the estimated useful life or in the expected consumption of the future economic benefits of these assets are accounted for through changes in the amortization period or method, as the case may be, and are treated as changes in accounting estimates. Amortization of intangible assets with finite useful lives is recognized in the income statement within the general and administrative expenses category with the exception of the amortization of technology software and customer relationships intangible assets included in cost of sales expense category.
Intangible assets with indefinite useful lives, such as goodwill, are not amortized, but are tested at least annually or when circumstances indicate loss due to devaluation of the asset in relation to losses due to reduction to its recoverable value, individually or at the level of the CGU. The indefinite life assessment is reviewed annually to determine whether this assessment remains justifiable. Otherwise, the change in useful life from indefinite to finite is made prospectively.
As of December 31, 2024 and 2023, the following asset types have finite useful lives and the average useful lives applied by the Group remain unchanged as shown below:
| Category: | Useful life (years) | |
| Technology software | 5-10 | |
| Brands | 22-25 | |
| Customer relationships | 3-17 | |
| Non-competition agreements | 5-6 |
An intangible asset is derecognized at the time of its sale (that is, the date on which the beneficiary obtains control of the related asset) or when no future economic benefits are expected from its use or sale. Any gain or loss resulting from the derecognition of the asset is recognized in the statement of profit or loss for the year.
Subsequent expenses
Subsequent expenses are capitalized only when they increase the future economic benefits incorporated into the specific asset to which they relate. All other expenses, including expenses with generated goodwill, trademarks and patents, are recognized in net profit or loss as incurred.
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Property and equipment, net
Recognition and measurement
Assets are measured at the historical cost of acquisition or construction, less accumulated depreciation and any accumulated losses due to impairment. When significant parts of an asset item have different useful lives, they are recorded as separate items of the asset. Any gains or losses on the disposal of an asset are recognized in net profit or loss.
Subsequent costs
Subsequent costs are capitalized only when it is likely that the future economic benefits associated with cost will be earned by the Group.
Depreciation
Depreciation is recognized using the straight-line method based on the estimated useful life of the assets and the assets’ residual values.
As of December 31, 2024 and 2023, the average useful lives applied by the Group are the following:
| Category: | Useful life (years) | |||
| Machinery and equipment | 3 | |||
| Furniture | 10 | |||
| Computer and peripherals | 5 | |||
| Facilities | 10 | |||
| Vehicles | 10 | |||
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date and adjusted where appropriate.
Leases
The Group assesses whether a contract is, or contains, a lease, at inception of the contract. The Group recognizes a right-of-use asset (which includes real estate and office buildings) and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. Lease payments include fixed payments (including substantially fixed payments) minus any rental incentives to be received, variable lease payments that are based on an index or a rate and expected amounts to be paid under residual value guarantees.
The right-of-use assets comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
| ● | The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is re-measured by discounting the revised lease payments using a revised discount rate. |
| ● | The lease payments change due to changes in an index or rate, in which case the lease liability is re-measured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). |
| ● | If a lease contract is modified and the lease modification is not accounted for as a separate lease, the lease liability is re-measured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. |
18
Research and development
Research expenses are recognized when incurred, and development expenses linked to technological innovations of software are capitalized when all of the following aspects are met:
| ● | Technical feasibility can be demonstrated to complete the asset so that it is made available for use or sale. |
| ● | The Group has the ability to complete the intangible asset and intends to use or sell it. |
| ● | The way in which intangible assets will generate future economic benefits can be demonstrated |
| ● | Technical, financial and other adequate resources to complete the development and use or sale of intangible assets are available. |
| ● | The Group has the ability to reliably measure the expenses attributable to intangible assets during its development. |
Capitalized expenses, when the criteria described above are met, include labor costs that are directly attributable to the preparation of the asset. Development activities involve a plan or project aimed at producing new products for sale or enhancing a platform for use.
All development costs, including intangible assets under development, have been internally generated by the Group, such as enhancing software features. The Group’s activity supported continuous development of the business processes focused on sales, marketing and customer service within the subsidiaries Onclick, Leadlovers and Mercos. Development costs are capitalized at cost and amortized over the useful life of the asset. Any capitalized development costs are evaluated for impairment at least annually.
Cash and cash equivalents
Cash and cash equivalents include cash, cash deposits, and temporary short-term investments. Cash and cash equivalents together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are considered immediately convertible into a known amount of cash and are subject to a negligible risk of change in value. Cash and cash equivalents are recorded at cost plus income earned up to the balance sheet date, which does not exceed its market value or realizable value.
Trade accounts receivable, net
Trade receivables are amounts due from customers for services performed in the ordinary course of business. Trade receivables are recognized initially at the transaction price unless they contain significant financing components when they are recognized at fair value plus, when applicable, a monetary variation for foreign currency adjustment incurred during the reporting period. The Group’s receivables come from the provision of services provided based on the customer’s terms of acceptance after the performance obligations have been met. They are generally due for settlement within 30 to 60 days and are therefore all classified as current assets. The Group estimates expected credit losses as described in note 3.
Accounts payable to suppliers
Accounts payable are stated at known amounts, plus, when applicable, a monetary variation for foreign currency adjustment incurred during the reporting period.
Other assets and liabilities
Other assets and liabilities are shown as known or calculable amounts, plus, where applicable, the corresponding income (charges) earned (incurred) up to the balance sheet date. The non-current assets and liabilities are classified in non-current assets and liabilities, respectively, and represent realizable rights and obligations payable after twelve months.
Revenue recognition
Revenue is measured in accordance with IFRS 15—Revenue from Contracts with Customers (“IFRS 15”), which establishes five-step model for measuring and recognizing revenue from contracts with customers. The Group has adopted the practical expedient to apply IFRS 15 to a portfolio of contracts. The Group’s reported revenue is mainly attributable to software subscription and licensing revenues, including licensing fees, revenue from maintenance and product support services, customization and consulting services.
19
The Group applies certain judgment in assessing the terms of revenue from contracts with customers. Revenues are recognized when there is a contract with the customer, the performance obligations are identified, the transaction price is reliably measurable and allocated, and when the control of the goods or services are transferred to the customer. For all contracts, the Group obtains formal evidence of customer acceptance of the service. Revenue stemming from software licensing is recognized after the software is made available to the customer, its value can be reliably measured (as per the terms of the agreement) and it is likely that future economic benefits will be generated in favor of the Group. The Group evaluates each contract individually, its critical terms and business relationship with its customer and any associated third party. Revenue from customization and consulting services are recognized as services are provided, according to the terms of the service contracts. Cases in which the service was provided, but not yet invoiced, are recorded as services to be invoiced under accounts receivable as contract assets. Cases in which services have not been provided but payment has been received, are recorded as a contract liability, herein referred to as “deferred revenue”, for services to be delivered in the future.
Revenue is presented net of taxes, discounts, refunds and cancellations, when applicable. For specific subsidiaries of the Group (i.e. Leadlovers), standard contract terms state that customers have a right of refund within 30 days. At the point of sale, a refund liability and a corresponding adjustment to revenue is recognized for those products expected to be returned. Early pay discounts are not granted to customers, however a promotional discount to promote Holiday sales was granted in December 2024, 2023 and 2022, the total discounts given were immaterial and are recorded as a reduction to total revenue.
All transaction prices are fixed and do not include variable pricing, apart from the transaction price for Effecti customers which includes a variable component where customers are offered a temporary discount if the customer has a valid expectation of a price concession. The discount granted to customers is immaterial as of December 31, 2024, 2023 and 2022. Revenue is not recognized if there is significant uncertainty in its realization.
The Group separate revenues into (i) SaaS platform subscription services and (ii) data analytics, (iii) set-up and other services as follows:
SaaS platform subscription services
Revenue comprises (i) software subscription (subscription services), in which customers have access to software on multiple devices simultaneously in its latest version; (ii) maintenance, including technical support and technological evolution; and (iii) services, including cloud computing and customer service.
The services listed are all part of the multi-vertical SaaS solution umbrella. Customers can benefit from each product or service on its own, or in conjunction with another readily available resource, and the promise to deliver each product or service is distinct and explicitly stated within the context of each contract. The individual functionalities of the platforms being offered to customers are grouped as a singular performance obligation if the functionalities are seen as part of the integrated service and are highly interrelated. The customer uses the Group’s online platform to purchase the services which are presented in a series of bundles. Customers can purchase access to the software platform via a software subscription or could purchase a bundle consisting of the software platform and maintenance or additional services. The bundles are all listed clearly for the customer with transparent pricing and services and are considered as one performance obligation since it represents a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.
This revenue service is recognized on a monthly basis over the contract period as the performance obligation is satisfied and as services are provided, from the date on which the services and software are made available to the customer and all other revenue recognition criteria are met. A time-based output method to measure progress and recognize revenue on a straight-line basis over the contract term. Contract periods are typically 12 months in length.
If in future contracts, performance obligations identified are not delivered concurrently or have the same pattern of transfer, the Group will establish the stand-alone selling price for each performance obligation and allocate the transaction price accordingly.
20
Data analytics, set-up and other services
Revenues from additional services that customers can add to the platform, recognized in accordance with IFRS 15, usually for the provision of services to customers linked to a specific service contract:
| (i) | A licensing fee (which is on an invoice-basis and not subscription-based model) is recognized at a point in time when all risks and benefits inherent in the license are transferred to the buyer through the availability of the software and the value can be measured reliably, as well as it is probable that the economic benefits will be generated in favor of the Group. |
| (ii) | Revenues from implementation and customization services represent a performance obligation distinct from other services and are billed separately and recognized over time as costs incurred in relation to the total expected costs, realized according to the execution schedule and when there is a valid expectation of receipt of the customer. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price. The performance obligations, such as implementation services and customization services, have observable inputs that are used to determine the standalone selling price of those distinct performance obligations. Invoiced revenues that do not meet the recognition criteria do not make up the balances of the respective revenue accounts and receivables. |
| (iii) | Revenue from consulting and training services is recognized at the time the services are provided and consideration is received. |
Taxation
Current income tax
Current income tax is the amount of corporate income taxes expected to be payable or recoverable by the Group’s entities, based on the profit for the period as adjusted for items that are not taxable or not deductible, and is calculated using tax rates and laws that were enacted or substantively enacted at the balance sheet date in the jurisdictions in which the Group entities operate.
In Brazil, income tax is generally computed on taxable income at the rate of 15%, plus an additional 10% for profits that exceed R$240 in the 12-month period, plus an additional social contribution taxed at the rate of 9%.
In 2022, subsidiary Apie.comm qualified for the presumed profit method. Under the presumed profit method, the income tax is determined by applying the same rates stated above to a determined presumed profit margin which ranges from 8% to 32% applied to gross revenues, depending on the taxpayer’s activity. Use of the presumed profit method is generally limited to entities with gross revenues of less than R$78 million in the prior taxable year. In 2023, Smart NX Ltda qualified as a small business with non-significant annual revenue and was qualified for the Simples Nacional tax. Under this regime, the company was subject to a tax rate of 11.5% applied to its monthly revenue. All other Company subsidiaries record taxable income under the Lucro Real (“Actual profits”) taxation regime. Use of the Lucro Real method is required for Companies with gross revenue exceeding R$78 million in the prior taxable year but is electable. This method is electable by Companies who do not meet the gross revenue target. As of December 31, 2024, there were no changes to taxable income methods.
Deferred income tax
Deferred income tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts on the balance sheet. Deferred tax is calculated using tax rates and laws that have been enacted or substantively enacted at the balance sheet date, and which are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
Deferred tax liabilities are generally recognized for all taxable temporary differences, but not recognized for taxable temporary differences arising on investments in subsidiaries where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future. Deferred tax liabilities are not recognized on temporary differences that arise from goodwill, which is not deductible for tax purposes.
Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized and are reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred income tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax-planning strategies. As of December 31, 2024 and 2023, the Group has not recognized deferred tax assets related to tax loss carry forwards.
Deferred tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination. Deferred tax is not discounted.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
21
Uncertain tax positions
Brazilian tax legislation, regulations and interpretations are inherently complex and jurisprudence continuously evolves. The Group recognizes the income tax benefit of an uncertain tax position when it is more likely than not that the ultimate determination of the tax treatment of the position will result in that benefit being realized. However, this does not mean that tax authorities cannot challenge these positions. Interest charges on current tax liabilities that have not been funded are accrued, which includes interest and penalties, as applicable, arising from uncertain tax positions. These charges are recorded as a component of income tax expense.
Employee benefits
Short-term employee benefits
Short-term employee benefit obligations are recognized as personnel expenses as the corresponding service is provided within general and administrative expenses on the income statement. A liability is recognized for the expected payment amount if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be reliably estimated.
Share-based compensation plan
The executives, advisors and employees of the Group receive share-based payments, where the beneficiaries provide services in exchange for equity securities. The cost of transactions settled with equity instruments is measured based on the fair value of the equity instruments at the date they were granted, using an appropriate valuation model, the details of which are provided in note 6.
The cost is recognized in employee benefit expenses in conjunction with the corresponding increase in equity (in capital reserves), over the period in which the service is provided and, when applicable, performance conditions are fulfilled (“vesting period”). The cumulative expense recognized for transactions that will be settled with equity securities on each reporting date up to the vesting date reflects the extent to which the vesting period may have expired and the Group’s best estimate of the number of grants that, ultimately, will be acquired. The expense or credit in general and administrative expenses in the income statement for the period represents the movement in the accumulated expense recognized at the beginning and end of that period.
No expense is recognized for grants that complete their vesting period because performance and/or service conditions have not been met. When grants include a market condition or non-vesting condition, transactions are treated as vesting regardless of whether the market condition or non-vesting condition is met, provided that all other performance conditions and/or services are met.
Net loss per share
Basic net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential ordinary shares, including outstanding share options, subscription rights and potential conversions related to the debentures, to the extent dilutive. Basic and diluted net loss per share was the same for the periods ended December 31, 2024, 2023, and 2022 as the inclusion of all potential common shares outstanding would have been anti-dilutive.
Related parties
Related party transactions are the transfer of resources, services or obligations between the Group and a related party, regardless of whether a price is charged in return. Related party transactions that are carried out between the Group are eliminated for consolidation purposes.
As of December 31, 2024 and 2023, the Group maintained transactions with related parties. Information on related parties is described in note 9.
22
Use of estimates and judgments
In the preparation of financial statements, it is necessary that Management make use of estimates and adopt assumptions for the accounting of certain assets, liabilities and other transactions. Management bases its judgments and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which forms the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions and may materially affect the financial results or the financial position reported in future periods.
The following are significant estimates, assumptions and judgements made by Management in the years ended December 31, 2024, 2023 and 2022.
Fair value of financial liabilities
Nuvini Warrants (see note 17) are recorded as financial liabilities on the consolidated statement of financial position and are measured on each reporting date. In assessing the fair value of the warrants, the fair value was calculated based on the listed market price of such warrants (level 1).
Liabilities for contingent consideration for acquisitions (see note 6) are measured at estimated fair value, level 3, which requires significant judgment by Management regarding unobservable market data and assumptions as to the amounts and probability of the acquired subsidiaries meeting future financial and operating targets is based on business plans agreed to by Management and the Sellers.
The Exposure Premium (see note 15), as well as the subscription rights (see note 17), are derivative liabilities measured at estimated fair value (level 3), which requires significant judgment by Management regarding assumptions as to the probability and timing of a liquidity event occurring, as well as the estimated fair value of the Company in the future. These estimates incorporate assumptions about future operating performance of the Company, general economic conditions, future interest rates and market volatility, among others. In estimating the fair value, the Group uses market-observable data to the extent it is available.
The Group engages valuation specialists to assist in establishing the appropriate valuation techniques and inputs for its valuation model.
The estimated fair values are particularly sensitive to changes in one or more unobservable inputs which are considered reasonably possible within the next financial year.
Impairment of tangible and intangible assets, including goodwill
Management tests tangible and intangible assets, including goodwill, for impairment at least annually, or more frequently if events or changes in circumstances indicate that the tangible or intangible asset might be impaired and there are indicators that show a deterioration of the fair value. When such evidence is identified and the net book value of the tangible or intangible asset exceeds its recoverable value, a provision is made for impairment, adjusting the carrying value to the recoverable value.
The Group analyzed evidence of loss to recoverable value of assets, considering internal and external factors as provided for by IAS 36—Impairment of Assets, and identified the existence of factors that resulted in recording impairment losses on certain CGUs, as described in note 11.
Provision for risks
Risk provisions are identified and recorded based on the risk assessment made by Management. This risk assessment is based on information available on the date of preparation of the financial statements. Periodically, the Group revisits its evaluation as a result of the progress of the processes and obtaining new information. In 2024, the Group recorded provisions for risk related to employee labor tax and certain labor and civil lawsuits in which likelihood of loss was determined as probable by Management. For further information on risk provisions recorded during the years ended December 31, 2024, 2023 and 2022, see note 16.
Provision for expected losses from accounts receivable
When deemed necessary by Management, the provision for expected losses of accounts receivable is recorded, considering the concept of expected losses in accordance with IFRS 9—Financial Instruments (“IFRS 9”). Management takes into consideration historical credit loss experience by aging categories (i.e. maturity buckets based on contract or invoice payment due date) and financial factors specific to the debtors and general economic conditions when calculating expected losses. Management uses the assumption that default occurs when the contract payments with customers are past due over 90 days.
23
Acquisition price allocation—business combination and accounting treatment of commitments made for acquisition of equity interest
During the acquisition price allocation process in a business combination, Management uses assumptions (including growth rate, projections, discount rate, useful life, among others), which involve a significant level of estimates and judgments in order to determine the fair value of the net assets acquired, liabilities assumed and determination of goodwill and other intangible assets. See further details regarding business combinations in note 5.
Share-based compensation
The Group estimates the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. Management must determine the appropriate assumptions to use to estimate the fair value of the equity instruments, including the expected option life, expected volatility, and risk-free interest rate. See further details regarding share-based compensation in note 19.
Listing Expenses
Listing expenses consist of a one-time non-cash expense recorded in 2023, representing the cost incurred in connection with achieving a listing on the Nasdaq and calculated in accordance with IFRS 2 as the difference between the fair value of the equity instruments issued to acquire Mercato and the fair value of the identifiable net assets acquired.
Note 4. Adoption of new and revised accounting standards
New standards, changes and interpretations in force current period
The Group’s Management has evaluated the impacts of the following revisions of standards and understands that its adoption has not caused a material impact and/or is not relevant to its financial statements.
On the date of authorization of these financial statements, the Group has not adopted the following new and revised standards under IFRS Accounting Standards.
| Standard | Amendment | |
| IAS 1 | Classification of liabilities as current and non-current | |
| IFRS 16 | Lease liabilities in a sale and leaseback transaction | |
| IAS 7 | Reverse factoring | |
| IFRS 7 | Reverse factoring |
New standards, changes and interpretations not yet in force and/or adopted
On the date of authorization of these financial statements, the Group has not adopted the following already issued and not yet in force and/or applicable standards under IFRS Accounting Standards.
| Standard | Amendment | |
| IAS 21 | Lack of convertibility between currencies | |
| IFRS 7 | Classification and measurement of financial instruments | |
| IFRS 9 | Classification and measurement of financial instruments | |
| IAS 28 | Application of the equity method for the measurement of investments in subsidiaries | |
| IFRS 18 | New presentation and disclosure requirements in financial statements | |
| IFRS 19 | Reduced disclosures for subsidiaries without public accountability |
Management does not expect the adoption of the following standards to have a material impact on the Group’s financial statements in future periods.
Note 5. Deferred and Contingent Considerations on Acquisitions
On January 25, 2023, Nuvini S.A. entered into a business combination agreement with Smart NX, which was unanimously approved by Nuvini S.A.’s Board of Directors. The transaction consists of a payment in shares of Nuvini S.A. for 55% of Smart NX with a call option to purchase the remaining 45% of the total capital stock of Smart NX to be paid in three installments on January 25, 2024, January 25, 2025, and January 25, 2026, for a variable consideration based on multiples of future Smart NX EBITDA. The acquisition was not deemed significant and was classified as a non-cash transaction.
As discussed in note 1, the Company completed several acquisitions in prior years, which resulted in deferred and contingent consideration arrangements.
The deferred consideration consists of fixed future cash payments due to sellers from the date of acquisition, according to the terms of the sale and purchase agreement.
24
The contingent consideration consists of estimated future cash payments due to sellers of each respective business combination according to the terms of each respective sale and purchase agreement for the business combinations and is recorded at fair value until the contingency has been resolved, with changes in fair value included in contingent consideration financial adjustment in the consolidated statement of loss.
The Group’s current and non-current liabilities payable under the deferred and contingent consideration arrangements as of December 31, 2024, and 2023 are detailed as follows:
| Year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Current deferred and contingent consideration: | ||||||||
| Effecti | 126,414 | 106,096 | ||||||
| Leadlovers | 56,799 | 44,021 | ||||||
| Ipe | 39,199 | 34,770 | ||||||
| Datahub | 26,938 | 23,088 | ||||||
| Onclick | 22,833 | 19,102 | ||||||
| Smart NX | 5,000 | - | ||||||
| Total current deferred and contingent consideration | 277,183 | 227,077 | ||||||
| Non-current deferred and contingent consideration: | ||||||||
| Smart NX | - | 5,000 | ||||||
| Total non-current deferred and contingent consideration | - | 5,000 | ||||||
The contingent portions of this consideration is accounted for as FVTPL and categorized as a level 3 financial liability, as described in note 6. The deferred portion (relating to fixed amounts) is accounted for as amortized cost. The following table shows a reconciliation of the beginning and ending balances of the deferred and contingent consideration including level 3 fair value measurements.
| Balance on January 1, 2022 | 291,305 | |||
| Payments | (9,898 | ) | ||
| Contingent consideration adjustment | 16,294 | |||
| Derecognition of Mercos deferred and contingent consideration (note 5 and 17) | (62,745 | ) | ||
| Balance on December 31, 2022 | 234,956 | |||
| Initial recognition of deferred and contingent consideration relating to acquisitions | 5,000 | |||
| Payments | (6,215 | ) | ||
| Deferred and contingent consideration converted to equity | (39,502 | ) | ||
| Contingent consideration adjustment | 13,212 | |||
| Interest | 24,626 | |||
| Balance on December 31, 2023 | 232,077 | |||
| Payments | (7,985 | ) | ||
| Interest | 53,091 | |||
| Balance on December 31, 2024 | 277,183 |
25
The terms of the applicable deferred and contingent consideration as of the dates of the respective acquisitions were as follows:
| ● | Effecti, Leadlovers and Ipe: the sellers will receive a cash payment in annual installments over a 3-year period from the date of acquisition, which is calculated as a multiple of 7.4 times the last 12-months revenue earned by the acquiree. The maximum payment for the contingent consideration is not capped. |
| ● | Onclick: the sellers will receive fixed cash payments over a 3-year period from the date of the acquisition, defined as 25% of the acquisition price for the first year and 12.5% of the acquisition price for each of the last two years, per the sale and purchase agreement. |
| ● | Datahub: the sellers will receive a cash payment in annual installments over a 3-year period from the date of acquisition. The value of the cash payment is calculated based on defined multiples of revenue growth and EBITDA earned by the acquiree, as defined in the sale and purchase agreement. The maximum payment for the contingent consideration is not capped. |
To preserve liquidity and manage cash flows the Company renegotiated the terms of amounts payable or contingently payable under the purchase and sale agreements with sellers for certain acquisitions.
On November 11, 2022, the Company amended the agreement with the sellers of Mercos to eliminate the contingent consideration payment in exchange for the return of 42.09% of the Mercos shares to the sellers and retaining a call option on those shares. The call option provides the Company the right to repurchase the shares at any time until December 31, 2024, for a total price based on 7.6x the revenue of Mercos for the preceding 12 months. In connection therewith, the Company paid cash, which was applied to reduce the contingent consideration which existed prior to the transaction. This amendment originated the recognition of a non-controlling interest, which is disclosed in detail in note 17.
On October 8, 2023, the Company made a payment of R$22.0 million to the founding partners of Mercos, as part of the purchase agreement for the remaining Mercos shares estimated at R$66.0 million. The partial payment would result in an increase in equity ownership of approximately 8%. However, as full payment of the estimated shares was not received, the Company has entered into negotiations with Mercos to discuss settlement options. The partial payment has been recorded as an advanced payment in assets. As of December 31, 2024, the Company has not reached a negotiated settlement or treatment of the advanced payment.
Amendments to the deferred and contingent consideration on acquisitions arrangements were completed as follows:
Leadlovers— As of December 31, 2024, the deferred and contingent consideration amounts to R$56.8 million, consisting of three installments payable in cash and Nvni Group Limited ordinary shares. The first and second installments, totaling R$37.4 million payable in cash, and the third installment amounts to $19.4 million, equally payable between cash and shares, remain unpaid as of the previously renegotiated due date of December 31, 2024. The Company did not make any installment payments during the year ended December 31, 2024, and will continue to incur interest and penalties on any unpaid amounts. As of December 31, 2024, the Company has not reached a settlement on any renegotiated terms or amendments.
Onclick— As of December 31, 2024, the deferred and contingent consideration amounts to R$22.8 million, consisting of two installments payable in cash and Nvni Group Limited ordinary shares. The first installment, totaling R$9.6 million payable in cash, and second installment, totaling R$13.2 million, remain unpaid as of the previously renegotiated due date of December 31, 2024. The Company made a partial payment of $0.2 million during the year ended December 31, 2024, however, the Company will continue to incur interest and penalties on any unpaid amounts. As of December 31, 2024, the Company has not reached a settlement on any renegotiated terms or amendments.
Effecti— As of December 31, 2024, the deferred and contingent consideration amounts to R$126.4 million. The Company made a payment applied to the first installments owed totaling R$3.9 million in 2024. In November 2024, the Company renegotiated terms to establish an additional fine of R$2.5 million for the unpaid debts due to the wait and effects of non-receipt of previously agreed upon amounts. The fine is payable in twelve equal monthly installments and will be automatically renewed in January of each year until the entire debt is fully paid. The first and second installments are payable in cash, while the third installment, adjusted for penalties and interest, will be payable in Nvni Group Limited ordinary shares.
26
Datahub— As of December 31, 2024, the deferred and contingent consideration amounts to R$26.9 million, payable in cash and Nvni Group Limited ordinary shares. The first and second installment payments owed in cash totaling R$16.8 million, remain unpaid as of December 31, 2024. The third installment, totaling R$10.1 million, will be settled in both cash payment and issuance of Nvni Group Limited ordinary shares, adjusted for penalties and interest. The Company did not make any installment payments during the year ended December 31, 2024, and will continue to incur interest and penalties on any unpaid amounts. As of December 31, 2024, the Company has not reached a settlement on any renegotiated terms or amendments.
Ipe— As of December 31, 2024, the deferred and contingent consideration totals R$39.2 million, payable in three cash installments. The remaining balance for the first and second installments is R$19.2 million, remains unpaid as of December 31, 2024. The third installment, totaling R$20.0 million to be settled in cash, remains unpaid as of December 31, 2024. The Company made a partial payment of $3.9 million during the year ended December 31, 2024, however, the Company will continue to incur interest and penalties on any unpaid amounts.. As of December 31, 2024, the Company has not reached a settlement on any renegotiated terms or amendments.
Note 6. 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 | 12/31/2024 | 12/31/2023 | |||||||||
| Financial liabilities: | ||||||||||||
| Derivative warrants (note 17) | FVTPL | Level 1 | 7,663 | 4,464 | ||||||||
| Contingent consideration on acquisitions (note 5) | FVTPL | Level 3 | - | 144,526 | ||||||||
| Exposure premium - debentures (note 15) | FVTPL | Level 3 | 2,940 | 1,835 | ||||||||
| Deferred consideration on acquisitions (note 5) | Amortized cost | 277,183 | 87,551 | |||||||||
| Loans and financing (note 13) | Amortized cost | 2,887 | 5,289 | |||||||||
| Debentures (note 15) | Amortized cost | 40,740 | 51,197 | |||||||||
| Related parties (note 9) | Amortized cost | 1,078 | 9,867 | |||||||||
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 December 31, 2024, and 2023.
As of December 31, 2024, the contingent consideration on acquisitions was transferred from Level 3 in the fair value hierarchy to amortized cost, as the contingent consideration is no longer subject to adjustment of the earn-out and is based on actual billing rather than projected billing.
Measurement and reconciliation of level 3 financial liabilities
| Balance at January 1, 2022 | 290,944 | |||
| Additions | 35,846 | |||
| Payments | (9,898 | ) | ||
| Derecognition of Mercos deferred and contingent consideration | (62,745 | ) | ||
| Transfer of contingent consideration to Amortized Cost | (97,725 | ) | ||
| Balance at December 31, 2022 | 156,422 | |||
| Additions | 29,282 | |||
| Transfer to equity (converted in shares) | (35,410 | ) | ||
| Write off in the P&L | (3,933 | ) | ||
| Balance at December 31, 2023 | 146,361 | |||
| Additions | 50,279 | |||
| Payments | (7,800 | ) | ||
| Transfer of contingent consideration to Amortized Cost | (185,900 | ) | ||
| Balance at December 31, 2024 | 2,940 |
27
When valuing its level 3 liabilities, Management’s estimation of fair value is based on the best information available in the circumstances and may incorporate Management’s own assumptions around market demand involving judgment, taking into consideration a combination of internal and external factors. For the years ended December 31, 2024 and 2023, the methods, assumptions, and significant unobservable inputs used in the fair value measurement categorized within level 3 of the fair value hierarchy were the following:
| Valuation technique | Significant unobservable input | Relationship of inputs to fair value | ||||
| Contingent consideration on acquisitions | Income approach- Revenue multiples | Weighted average cost of capital, projected future revenues | The higher the weighted average cost of capital, the lower the fair value. The higher the revenue projections, the higher the fair value. | |||
| Exposure premium | Income approach- Monte carlo | Future cash flow projections, discount rate, future interest rates, market volatility, probability of occurrence of future liquidity events | The higher the discount rate, the lower the fair value. The higher the probability of a liquidity event, the higher the fair value. | |||
| Subscription rights | Income approach- Monte carlo | Future cash flow projections, discount rate, future interest rates, market volatility, probability of occurrence of future liquidity events | The higher the discount rate, the lower the fair value. The higher the probability of a liquidity event, the higher the fair value. |
Financial risk management
The Group is exposed to various financial risks relating to its business operations. The overall focus on risk management is mitigating unpredictable financial market risks and seeks to minimize potential adverse effects on financial performance.
Risk management is overseen by the Group’s finance department, according to the policies approved by the Board of Directors. The department identifies, measures, evaluates and protects the Group against any financial risks. The Board of Directors provides financial oversight and supervision to the Group and its subsidiaries. As of December 31, 2024, the Group has elected an Audit Committee, consisting of three participants, with one participant acting as Audit Committee Chair.
Credit risk
Credit risk is the Group’s risk of financial loss if a customer or counterparty to a financial instrument fails to comply with its contractual obligations, which arise mainly from customer receivables. The Group has a very diversified client portfolio with a high concentration of recurring revenue from key customers, none of which represent more than 10% of net revenue. The Group is responsible for managing and analyzing the credit risk for each new client before standard payment and delivery terms and conditions are offered. As subscription prices on recurring sales are low in materiality and many clients currently pay via credit card representing immediate payment, the credit risk of the customer base is relatively low. Therefore, Management doesn’t perform individual credit quality checks of each customer. However, if a customer defaults on service payments past two months of service, the Group will pause the customer’s service until payment is received, limiting the volume of past due receivables. It is only when the customer pays all past due balances that the Group will reinstate services. Although the products and services in which a customer purchases are similar, they operate within different industry markets and subject to different operational conditions. As the nature of the products and services sold are SaaS platform based, geographical impacts to the region in which these customers reside do not cause for greater credit risk.
The Group adopts the assumption under IFRS 9, for credit losses on receivables that default occurs when the contract payments with customers are past due over 90 days. Longer payment terms are given to customers and default is unlikely even though the contract payments are past due within one year in the past because of the industry characteristics of the Group and positive long-term relationship with customers. Therefore, a more lagging default criterion is appropriate to determine the risk of default occurring. The Group’s credit risk exposure in relation to contract assets under IFRS 9 at December 31, 2024 and 2023, is immaterial.
28
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 debentures outstanding resulted in the acceleration of the maturity of the debentures (see note 15 for additional information). Additionally, refer to note 2 for consideration 1 to 3 relating to going concern.
| 12/31/2024 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | 61,284 | - | 61,284 | |||||||||
| Other liabilities | 775 | - | 775 | |||||||||
| Loans and financing | 2,512 | 375 | 2,887 | |||||||||
| Debentures(i) | 40,740 | - | 40,740 | |||||||||
| Deferred and contingent consideration | 277,183 | - | 277,183 | |||||||||
| Lease liabilities | 773 | 1,118 | 1,891 | |||||||||
| Related parties | 1,078 | - | 1,078 | |||||||||
| Total | 384,345 | 1,493 | 385,838 | |||||||||
| 12/31/2023 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | 47,133 | - | 47,133 | |||||||||
| Other liabilities | 852 | - | 852 | |||||||||
| Loans and financing | 4,960 | 329 | 5,289 | |||||||||
| Debentures(i) | 51,197 | - | 51,197 | |||||||||
| Deferred and contingent consideration | 227,077 | 5,000 | 232,077 | |||||||||
| Lease liabilities | 742 | 777 | 1,519 | |||||||||
| Related parties | 9,867 | - | 9,867 | |||||||||
| Total | 341,828 | 6,106 | 347,934 | |||||||||
| (i) | The Company was not in compliance with the related financial covenants under the debentures on December 31, 2024, and 2023, and the amounts owed under the debentures are classified as current. Refer to Note 15 for details relating to these covenants and waiver obtained by the Company. Contractual principal payments are due quarterly beginning in May 2023 with final maturity in May 2026, as follows: |
| Less than 1 year |
1 to 3 years | 3 to 5 years | Total Liabilities | |||||||||||||
| Debentures | - | 40,740 | - | 40,740 | ||||||||||||
29
Market risk
Interest rate risk and inflation
Interest rate risk stems from financial investments, loans and financing and debentures whose interest rates are referenced to the average of interbank overnight rates in Brazil (“CDI”), which can negatively affect financial expenses or revenues in the event of an unfavorable movement in interest rates and inflation.
Inflation affects our results of operations and financial performance primarily by affecting certain leasing arrangements that include inflation-adjustment clauses.
Sensitivity analysis
The Group performed a sensitivity analysis regarding exposure to interest rate risk as of December 31, 2024. The 10% increase or reduction in interest rates would result in an increase or actual reduction of no more than 1% on the risk of total exposure. Therefore, Management believes that any fluctuation in interest rates would not represent any significant impact on the Group’s results.
For the analysis of interest rate sensitivity of financial investments, the “probable” scenario below represents the impact on financial investments as of December 31, 2024, and 2023, considering the projected forecast of the CDI rate and reflects management’s best estimates. The CDI rate as of December 31, 2024, is 12.25% and December 31, 2023, is 13.03%. The other scenarios consider an appreciation of 25% and 50% in such market interest rates, which represents a significant change in the probable scenario for sensitivity purposes.
Estimating an increase or a decrease of (i) projected forecast, (ii) 25% or (iii) 50% in interest rate, would increase or decrease profit or loss as follows:
| Scenario I | Scenario II | Scenario III | ||||||||||
| (Probable) (ii) | +/-25% | +/-50% | ||||||||||
| Potential net effect on profit or loss | (250 | ) | (1,149 | ) | (2,047 | ) | ||||||
| Exposure | Scenario I | Scenario II | Scenario III | |||||||||||||||||
| Indicators | 12/31/2024 | Spot rates (i) | (Probable) (ii) | +/-25% | +/-50% | |||||||||||||||
| Assets | 11.87 | % | 12.76 | % | 15.95 | % | 19.13 | % | ||||||||||||
| Short-term investments—101% of CDI | 13,238 | 118 | 540 | 962 | ||||||||||||||||
| Exposure to CDI—Assets | 13,238 | 118 | 540 | 962 | ||||||||||||||||
| Liability | 11.75 | % | 12.63 | % | 15.79 | % | 18.95 | % | ||||||||||||
| Related parties—100% of CDI | (1,078 | ) | (9 | ) | (44 | ) | (78 | ) | ||||||||||||
| Debentures—100% of CDI | (40,740 | ) | (359 | ) | (1,645 | ) | (2,931 | ) | ||||||||||||
| Exposure to CDI—Liabilities | (41,818 | ) | (368 | ) | (1,688 | ) | (3,009 | ) | ||||||||||||
| Net exposure | (28,580 | ) | (250 | ) | (1,149 | ) | (2,047 | ) | ||||||||||||
| (i) | Based on spot rate, as of the date of this financial statements, as published by the Central Bank of Brazil. |
| (ii) | Based on the projected forecast, as of December 31, 2024, as published by the Central Bank of Brazil. |
Exchange rate risk
Exchange rate risk results from the possibility of losses due to fluctuations in exchange rates, which increase liabilities arising from loans and purchase commitments in foreign currency or that reduce assets arising from amounts to be received in foreign currency.
30
Some of the Group’s subsidiaries sell to foreign customers. For international operations, the Group invoices in its functional currency and maintains payment terms at or within 30 days of invoicing to ensure the exposure to exchange rate fluctuations is negligible.
As of December 31, 2024, and 2023, the Group had bank account deposits with exposure to fluctuations in foreign currency held in the United States that are immaterial.
Capital management
The Group’s objective when managing its capital is to safeguard the Group’s ability to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance. The capital structure of the Group consists of net debt and equity of the Group. The Group’s overall strategy remained consistent throughout 2024.
Debt is defined by the Group as long and short-term borrowings, including debentures, deferred and contingent consideration, and lease liabilities as disclosed in notes 5, 10, and 15. Net debt is defined as debt after deducting cash and cash equivalents. Equity includes capital, reserves, and retained earnings as disclosed in note 17. The Group is subject to certain covenants, as described in note 15.
As of December 31, 2024, the Group had a net negative working capital in the amount of R$348.3 million, mainly resulting from:
| 1) | Balance related to obligations associated with the acquisition of certain subsidiaries (the deferred and contingent consideration, as detailed in note 5), which was presented in current liabilities in the amount of R$277.2 million. The Group’s Management negotiated the postponement of the payment of part of these amounts for 2024, payable in both cash and shares. Management renegotiated the terms of the payment of the deferred and contingent consideration to be settled in a combination of cash and equity in the Group instead of solely in cash. Management has evaluated the Group’s ability to settle short-term obligations and understands that this fact does not jeopardize the Group’s operational continuity, since it maintains an excellent relationship with creditors who have interests aligned with the Group’s long-term purpose and with the payment plan proposed in the renegotiations that have been conducted to date. See note 5, for details on the deferred and contingent consideration re-negotiation arrangements. |
| 2) | Balance of debentures, which was presented in current liabilities, due to the non-achievement of certain debt covenants at the end of the reporting period, as detailed in note 15. Refer to note 2 for Management’s discussion on how these debt covenants affect the Company’s ability to remain a going concern. |
Under the terms of the agreement related to Nuvini S.A.’s Debentures First Issue, Nuvini S.A. is subject to restrictive and affirmative covenants, including restrictions on Nuvini S.A.’s change of control, the change of Nuvini S.A.’s ownership structure and corporate reorganization, limitations on certain consolidations, mergers and sales of assets, restrictions on the payment of dividends and financial 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 (a) gross debt indicator /pro forma EBITDA ratio less than or equal to 4.0x; (b) pro forma EBITDA Margin in relation to net revenue greater than or equal to 20%; and (c) debt service coverage index greater than or equal to 4.0x, as defined in the related agreement. The debt service coverage index is as the sum of the balance of cash and cash equivalents and the cash flow from operating activities for the last 12 months, divided by the sum of the balance of loans and financings and other short-term debt due within 12 months. The Group monitors the ratios on a monthly basis. As of December 31, 2024, the Group was not compliant with its debenture covenants but obtained a waiver as detailed in note 15. Other than the covenants described above, the Group is not subject to any externally imposed capital requirements.
The Group’s financial planning and analysis department reviews the capital structure of the Group on an annual basis. As part of this review, the department considers the cost of capital and the risks associated with each class of capital.
31
Note 7. Cash and cash equivalents
The components of cash and cash equivalents at December 31, 2024, and 2023 are as follows:
| 12/31/2024 | 12/31/2023 | |||||||
| Cash and cash equivalents | 4,797 | 3,059 | ||||||
| Short-term investments | 13,238 | 8,339 | ||||||
| Total | 18,035 | 11,398 | ||||||
Short-term investments in the Group consist of liquid investments earning interest based on 101% of CDI for the years ended December 31, 2024, and 2023. The short-term investments may be redeemed at any time, at the Group’s request, without substantial modification of its values.
Note 8. Trade accounts receivable
Trade accounts receivable are amounts due from customers for services performed in the ordinary course of business.
| 12/31/2024 | 12/31/2023 | |||||||
| Trade accounts receivable | 15,610 | 14,852 | ||||||
| Allowance for expected credit losses | (636 | ) | (589 | ) | ||||
| Trade accounts receivable, net | 14,974 | 14,263 | ||||||
The balance of trade accounts receivable includes contract assets totaling R$4.7 million and R$4.1 million at December 31, 2024, and 2023, respectively. For the years ended December 31, 2024, 2023 and 2022, an amount of R$0.7 million, R$1.0 million and R$0, respectively, was recorded as write-offs of accounts receivable.
The following table shows the change in allowance for expected credit losses:
| As of January 1, 2022 | (117 | ) | ||
| Allowance recorded during the year | (32 | ) | ||
| As of December 31, 2022 | (149 | ) | ||
| Allowance recorded during the year | (538 | ) | ||
| Reversal of provision | 98 | |||
| As of December 31, 2023 | (589 | ) | ||
| Allowance recorded during the year | (47 | ) | ||
| As of December 31, 2024 | (636 | ) |
The trade accounts receivables by aging category are distributed as follows:
| 12/31/2024 | 12/31/2023 | |||||||
| Aging list: | ||||||||
| Current | 13,740 | 11,975 | ||||||
| Due up to 30 days | 702 | 1,651 | ||||||
| Due from 30 to 60 days | 155 | 272 | ||||||
| Due from 60 to 90 days | 102 | 365 | ||||||
| Overdue from 90 to 180 days | 249 | 589 | ||||||
| Overdue over 180 days | 662 | - | ||||||
| Total | 15,610 | 14,852 | ||||||
32
Note 9. 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 2% may be imposed on the total value of the loans.
The loan balances outstanding for the year ended December 31, 2024, and 2023 are as follows:
| 2024 | 2023 | |||||||
| Related party loan—Pierre Schurmann(i) | - | 8,890 | ||||||
| Related party loan—Aury Ronan Francisco(ii) | - | 977 | ||||||
| Related party loan—José Mário(iii) | 1,078 | - | ||||||
| Total loans from related parties | 1,078 | 9,867 | ||||||
| (i) |
From January 27, 2022, and March 28, 2022, Nuvini S.A. entered into four additional loan agreements with Schurmann. The first and second loan agreements were entered into on January 27, 2022, in the principal amount of R$0.5 million and R$0.3 million, respectively, each carrying an interest rate of 100% of CDI plus 3% per annum. The third loan agreement was entered into on February 1, 2022, with a principal amount of R$1.2 million, carrying an interest rate equal to 100% of CDI plus 3% per annum. The fourth loan agreement was entered into on March 29, 2022, with a principal amount of R$1.2 million, carrying an interest rate equal to 100% of CDI plus 3% per annum.
On April 28, 2022, Nuvini S.A. and Schurmann entered into a first consolidated amendment applicable to all the Related Party Loan Agreements in order to (i) condition the payment of the Related Party Loan Agreements to the achievement of a gross debt indicator/pro forma EBITDA less or equal to 3.5x for three consecutive semesters by Nuvini S.A., in connection with the Exposure Premium, as per deliberated in a general meeting of the debenture holders; and (ii) equalize the interest rates of all Related Party Loan Agreements in 100% of the CDI plus 8% per annum. In December 2022, all amounts payable under these loans, amounting to R$16.8 million, were converted into subscription rights with the same terms as those described in note 17.
On December 15, 2022, Nuvini S.A. entered into a loan agreement with Schurmann, in the principal amount of R$3.2 million with an interest rate of 10% per annum and 100% of CDI, and with a maturity of 16 months. Pursuant to the terms of this agreement, Schurmann was entitled to a premium in the equivalent of 15% of the principal loan amount. This amount was settled in Nvni Group Limited shares.
Nuvini S.A. entered into two loan agreements with Schurmann during 2023. The first agreement entered into on February 13, 2023, in the principal amount of R$3.3 million with interest of 10 % per year and 100% of CDI, and with a maturity of 12 months. The second agreement entered into on July 3, 2023, in the principal amount of R$1.0 million interest equivalent to 23.25% per year, and term date of October 25, 2023. |
| On October 30, 2024, all amounts payable under these loans, amounting to R$10.7 million, were converted into 1,629,180 Nuvini Holding Limited shares. As of December 31, 2024, Schurmann holds 44.1% of the issued shares. |
| (ii) | This loan was received on September 3, 2021, from Aury Ronan Francisco, former CFO, in the amount of R$3.7 million. On September 29, 2021, the Group paid R$3.0 million of the principal amount, with the remaining R$0.7 million outstanding and payable within 6 months. Interest on the outstanding loan is calculated using a fixed rate of 3% per annum. Per the terms of the agreement, once the balance is paid, the Company will also include a penalty of 2% of the total value of the loan. This loan was settled and paid by the Company as of December 31, 2024. |
| (iii) | On August 14, 2024, Nuvini S.A. entered into a loan agreement with Jose Mario, the Company’s Chief Operating Officer, in the principal amount of R$1.0 million with an interest equivalent to the SELIC rate plus rate of 10% per annum, and a 5% penalty on the value of the agreement if the loan payments become overdue. The loan agreement also provides for the right of conversion into shares for the value of the loan on the conversion date plus a 20% premium, at the discretion of lender. This loan remains unpaid as of December 31, 2024. |
On May 20, 2022, and December 15, 2022, respectively, Nuvini S.A. entered into two loan agreements with Accipiens Consultoria e Participações EIRELI, an entity owned and operated by Luiz Busnello, COO, in the amount of R$1,500 and R$1,100, respectively, with no interest rate attached. The right to repayment of the R$2,600 loan balance was assigned to Schurmann on November 30, 2022, who paid Luiz Busnello in cash in exchange for the right to be repaid under the loan, pursuant to the terms of the “Instrumento Particular de Cessão de Crédito”. In December 2022, these loans were converted into subscription rights with the same terms as those described in note 17. As these loans were converted, any potential interest impact was considered immaterial.
33
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 for the years ended December 31, 2024, 2023 and 2022 is summarized as follows:
| 2024 | 2023 | 2022 | ||||||||||
| Short-term compensation (including salary) | 93 | 434 | 573 | |||||||||
| Short-term employee benefits | 48 | 72 | 76 | |||||||||
| Termination benefits | - | 62 | - | |||||||||
| Share-based compensation | 17,134 | 16,685 | 9,007 | |||||||||
| Total | 17,275 | 17,253 | 9,656 | |||||||||
The balance of short-term employee benefits consists of health, life, and dental insurance along with a meal voucher which is considered a monthly employee benefit under Brazil Compensation Law.
Termination benefits were paid to one employee in a key management position during 2023 after they were terminated from Nuvini. The termination benefits consist of salaries, overdue holidays and tax labor.
On February 28, 2022, Busnello and Walter Leandro, VP of M&A, entered into advisor agreements with Nuvini S.A. Their services include, but are not limited to, managing M&A strategy and pipeline work, providing support to identify strong acquisition opportunities, conducting due diligence on potential acquisition targets, developing detailed financial models and business cases. Both Busnello and Leandro are each entitled to receive an advisor fee of R$1.5 million consisting of 285,171 units of stock options, refer to note 19 for more information regarding share-based compensation awards. These agreements were amended in order to increase the number of stock options units to 646,552 based on an updated valuation.
On February 28, 2022, and March 25, 2022, Busnello entered into additional advisor agreements to act as COO and interim CFO. Services include, but are not limited to, managing the ongoing operations of the Company, managing the finance and accounting teams and managing the process for financial planning and budgeting. As compensation for these services, Busnello received a total of 7,453,449 units of stock options.
In agreement with the Nuvini S.A. share subscription option granting plan, in the event of a Liquidity Event, as defined in the Plan, 50% of the Options not yet exercisable on the date of occurrence of the Liquidity Event will become exercisable. The Company recognized a Liquidity Event in connection with the business combination with Mercato event on September 29, 2023, and therefore accelerated the vesting schedule. Refer to note 19 for more information regarding share-based compensation awards.
Share-based compensation awards are granted to employees which will be vested based on the terms of the individual agreements. Other than the above, there were no reportable transactions between the Group and members of the key management personnel during the years ended December 31, 2024, 2023 and 2022. For more information regarding share-based compensation awards see note 19.
34
Note 10. Property and equipment, net and right-of-use assets, net
The balances of the fixed and right-of-use assets are presented as follows:
| December 31, 2024 | ||||||||||||||||||||||||||||||||
| Machinery and Equipment | Furniture | Computers and Peripherals | Facilities | Work in Progress | Leasehold Improvements | Right-of-Use Asset | Total | |||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||
| At January 1 | 108 | 809 | 3,826 | 229 | 47 | 320 | 3,190 | 8,529 | ||||||||||||||||||||||||
| Additions | - | 100 | 1,572 | 157 | - | - | 1,247 | 3,076 | ||||||||||||||||||||||||
| Disposals | - | (11 | ) | (147 | ) | - | - | - | - | (158 | ) | |||||||||||||||||||||
| At December 31 | 108 | 898 | 5,251 | 386 | 47 | 320 | 4,437 | 11,447 | ||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||
| At January 1 | (19 | ) | (241 | ) | (895 | ) | (57 | ) | - | (137 | ) | (1,755 | ) | (3,104 | ) | |||||||||||||||||
| Depreciation expense | (11 | ) | (87 | ) | (1,027 | ) | (34 | ) | - | (125 | ) | (891 | ) | (2,175 | ) | |||||||||||||||||
| Disposals | - | 7 | 95 | - | - | - | - | 102 | ||||||||||||||||||||||||
| At December 31 | (30 | ) | (321 | ) | (1,827 | ) | (91 | ) | - | (262 | ) | (2,646 | ) | (5,177 | ) | |||||||||||||||||
| Net amount | 78 | 577 | 3,424 | 295 | 47 | 58 | 1,791 | 6,270 | ||||||||||||||||||||||||
| Depreciation period (in years) | 3 | 10 | 5 | 10 | ||||||||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||||||||||||
| Machinery and Equipment | Furniture | Computers and Peripherals | Facilities | Vehicles | Work in Progress | Leasehold Improvements | Right-of-Use Asset | Total | ||||||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||||||
| At January 1 | 108 | 556 | 2,871 | 272 | (50 | ) | 47 | 204 | 3,143 | 7,151 | ||||||||||||||||||||||||||
| Additions | - | 384 | 2,918 | 24 | - | - | 179 | 768 | 4,273 | |||||||||||||||||||||||||||
| Acquisitions | - | 12 | 225 | - | - | - | - | 108 | 345 | |||||||||||||||||||||||||||
| Disposals | - | (143 | ) | (2,188 | ) | (67 | ) | 50 | - | (63 | ) | (829 | ) | (3,240 | ) | |||||||||||||||||||||
| At December 31 | 108 | 809 | 3,826 | 229 | - | 47 | 320 | 3,190 | 8,529 | |||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||||||
| At January 1 | (8 | ) | (151 | ) | (803 | ) | (54 | ) | 50 | - | (110 | ) | (1,702 | ) | (2,778 | ) | ||||||||||||||||||||
| Depreciation expense | (11 | ) | (88 | ) | (832 | ) | (21 | ) | - | - | (98 | ) | (862 | ) | (1,912 | ) | ||||||||||||||||||||
| Acquisitions | - | (2 | ) | (63 | ) | - | - | - | - | (65 | ) | |||||||||||||||||||||||||
| Disposals | - | - | 803 | 18 | (50 | ) | - | 71 | 809 | 1,651 | ||||||||||||||||||||||||||
| At December 31 | (19 | ) | (241 | ) | (895 | ) | (57 | ) | - | - | (137 | ) | (1,755 | ) | (3,104 | ) | ||||||||||||||||||||
| Net amount | 89 | 568 | 2,931 | 172 | - | 47 | 183 | 1,435 | 5,425 | |||||||||||||||||||||||||||
| December 31, 2022 | ||||||||||||||||||||||||||||||||||||
| Machinery and Equipment | Furniture | Computers and Peripherals | Facilities | Vehicles | Work in Progress | Leasehold Improvements | Right-of-Use Asset | Total | ||||||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||||||
| At January 1 | 50 | 548 | 1,849 | 272 | (50 | ) | 62 | 127 | 3,030 | 5,888 | ||||||||||||||||||||||||||
| Additions | 58 | 12 | 1,131 | - | - | 52 | 77 | 113 | 1,443 | |||||||||||||||||||||||||||
| Disposals | - | (4 | ) | (109 | ) | - | - | (67 | ) | - | - | (180 | ) | |||||||||||||||||||||||
| At December 31 | 108 | 556 | 2,871 | 272 | (50 | ) | 47 | 204 | 3,143 | 7,151 | ||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||||||
| At January 1 | - | (58 | ) | (342 | ) | (31 | ) | 44 | - | (73 | ) | (573 | ) | (1,033 | ) | |||||||||||||||||||||
| Depreciation expense | (8 | ) | (94 | ) | (519 | ) | (23 | ) | - | - | (37 | ) | (1,129 | ) | (1,810 | ) | ||||||||||||||||||||
| Disposals | - | 1 | 58 | - | 6 | - | - | - | 65 | |||||||||||||||||||||||||||
| At December 31 | (8 | ) | (151 | ) | (803 | ) | (54 | ) | 50 | - | (110 | ) | (1,702 | ) | (2,778 | ) | ||||||||||||||||||||
| Net amount | 100 | 405 | 2,068 | 218 | - | 47 | 94 | 1,441 | 4,373 | |||||||||||||||||||||||||||
35
The Company tested its CGUs (cash-generating units) for impairment for the years ended December 31, 2024, 2023, and 2022. For further details, refer to note 11.
Right-of-use asset and lease liabilities
The Group leases commercial office space under rental agreements with terms that range between two and five years. Rental payments are generally fixed over the non-cancellable term of the lease and indexed to local inflation. The discount rate applied to lease agreements ranges from 10.5%—20% per annum for assets held, which represents the estimated incremental borrowing rate for the Company at the date of lease inception.
The Company applied judgment to determine the lease term of some contracts, considering the provisions of Brazilian Law No. 8,245 (tenant law), which grants the lessee the right to contract renewals when certain conditions are met, as well as past practices regarding the success of the Company in the renewal of their contracts. The assessment of whether the Company is reasonably certain to exercise these options has an impact on the lease term, which significantly affects the value of lease liabilities and right-of-use assets recognized.
The following tables show the changes in the right-of-use asset and lease liabilities:
| Right-of-use asset: | ||||
| Balance as of January 1, 2022 | 2,457 | |||
| Additions | 113 | |||
| Amortization | (1,129 | ) | ||
| Balance as of December 31, 2022 | 1,441 | |||
| Additions | 876 | |||
| Amortization | (862 | ) | ||
| Disposals | (20 | ) | ||
| Balance as of December 31, 2023 | 1,435 | |||
| Additions | 1,247 | |||
| Amortization | (891 | ) | ||
| Disposals | - | |||
| Balance as of December 31, 2024 | 1,791 | |||
| Lease liabilities: | ||||
| Balance as of January 1, 2022 | 2,537 | |||
| Interest accrued | 175 | |||
| Consideration paid | (1,238 | ) | ||
| Remeasurement | 113 | |||
| Balance as of December 31, 2022 | 1,587 | |||
| Interest accrued | 316 | |||
| Additions | 1,341 | |||
| Consideration paid | (1,053 | ) | ||
| Cancellations | (710 | ) | ||
| Remeasurement | 38 | |||
| Balance as of December 31, 2023 | 1,519 | |||
| Interest accrued | 227 | |||
| Additions | 1,242 | |||
| Consideration paid | (1,101 | ) | ||
| Remeasurement | 4 | |||
| Balance as of December 31, 2024 | 1,891 | |||
36
The following provides information regarding the timing of future contractual lease payments at December 31, 2024, and 2023:
| 2024 | 2023 | |||||||
| Amounts payable under leases: | ||||||||
| Up to 1 year | 959 | 912 | ||||||
| From 2 to 3 years | 1,234 | 894 | ||||||
| Less: Interest to be appropriated | (302 | ) | (287 | ) | ||||
| Present value of lease liabilities | 1,891 | 1,519 | ||||||
Note 11. Intangible assets, net
The changes in the carrying amount of goodwill and intangible assets for the years ended December 31, 2024, 2023, and 2022 were as follows:
| December 31, 2024 | ||||||||||||||||||||||||
| Technology software | Brands | Customer relationships | Non-competition agreements | Goodwill | Total | |||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| Balance as of January 1, 2024 | 60,394 | 80,256 | 35,574 | 5,957 | 204,099 | 386,280 | ||||||||||||||||||
| Additions by internal development | 14,231 | - | - | - | - | 14,231 | ||||||||||||||||||
| Impairment of goodwill | - | - | - | - | (18,341 | ) | (18,341 | ) | ||||||||||||||||
| Balance as of December 31, 2024 | 74,625 | 80,256 | 35,574 | 5,957 | 185,758 | 382,170 | ||||||||||||||||||
| Accumulated Amortization: | ||||||||||||||||||||||||
| Balance as of January 1, 2024 | (22,643 | ) | (9,141 | ) | (9,844 | ) | (3,492 | ) | - | (45,120 | ) | |||||||||||||
| Amortization for the period | (9,376 | ) | (3,294 | ) | (3,796 | ) | (1,209 | ) | - | (17,675 | ) | |||||||||||||
| Balance as of December 31, 2024 | (32,019 | ) | (12,435 | ) | (13,640 | ) | (4,701 | ) | - | (62,795 | ) | |||||||||||||
| Intangible assets, net as of December 31, 2024 | 42,606 | 67,821 | 21,934 | 1,256 | 185,758 | 319,375 | ||||||||||||||||||
| Amortization period (in years) | 5-10 | 22-25 | 3-17 | 5-6 | Indefinite | |||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||
| Technology software | Brands | Customer relationships | Non-competition agreements | Goodwill | Total | |||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| Balance as of January 1, 2023 | 49,165 | 78,321 | 33,889 | 5,957 | 199,512 | 366,844 | ||||||||||||||||||
| Additions by acquisition | 2,581 | 1,935 | 1,685 | - | 15,960 | 22,161 | ||||||||||||||||||
| Additions by internal development | 8,648 | - | - | - | - | 8,648 | ||||||||||||||||||
| Impairment of goodwill | - | - | - | - | (11,373 | ) | (11,373 | ) | ||||||||||||||||
| Balance as of December 31, 2023 | 60,394 | 80,256 | 35,574 | 5,957 | 204,099 | 386,280 | ||||||||||||||||||
| Accumulated Amortization: | ||||||||||||||||||||||||
| Balance as of January 1, 2023 | (14,203 | ) | (5,847 | ) | (6,048 | ) | (2,283 | ) | (28,381 | ) | ||||||||||||||
| Amortization for the period | (8,440 | ) | (3,294 | ) | (3,796 | ) | (1,209 | ) | - | (16,739 | ) | |||||||||||||
| Balance as of December 31, 2023 | (22,643 | ) | (9,141 | ) | (9,844 | ) | (3,492 | ) | - | (45,120 | ) | |||||||||||||
| Intangible assets, net as of December 31, 2023 | 37,751 | 71,115 | 25,730 | 2,465 | 204,099 | 341,160 | ||||||||||||||||||
| December 31, 2022 | ||||||||||||||||||||||||
| Technology software | Brands | Customer relationships | Non-competition agreements | Goodwill | Total | |||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| Balance as of January 1, 2022 | 46,173 | 78,321 | 33,889 | 5,957 | 286,409 | 450,749 | ||||||||||||||||||
| Additions by internal development | 2,992 | - | - | - | - | 2,992 | ||||||||||||||||||
| Impairment | - | - | - | - | (86,897 | ) | (86,897 | ) | ||||||||||||||||
| Balance as of December 31, 2022 | 49,165 | 78,321 | 33,889 | 5,957 | 199,512 | 366,844 | ||||||||||||||||||
| Accumulated Amortization: | ||||||||||||||||||||||||
| Balance as of January 1, 2022 | (6,435 | ) | (2,652 | ) | (2,796 | ) | (1,074 | ) | - | (12,957 | ) | |||||||||||||
| Amortization for the period | (7,768 | ) | (3,195 | ) | (3,252 | ) | (1,209 | ) | - | (15,424 | ) | |||||||||||||
| Balance as of December 31, 2022 | (14,203 | ) | (5,847 | ) | (6,048 | ) | (2,283 | ) | - | (28,381 | ) | |||||||||||||
| Intangible assets, net as of December 31, 2022 | 34,962 | 72,474 | 27,841 | 3,674 | 199,512 | 338,463 | ||||||||||||||||||
37
Amortization of intangible assets with definite useful lives is based on estimates of their useful lives. Intangible assets were recognized as a result of the business combinations detailed in note 5. The recognized values and useful lives of the identifiable intangible assets generated as a result of the business combinations were based on the purchase price accounting valuations completed by independent external specialists. Each subsidiary was evaluated separately upon their acquisition date. In the years ended December 31, 2024, 2023, and 2022, there were no changes in the expected useful lives of these assets.
Impairment testing of intangible assets with definite useful lives
Intangible assets with definite useful lives were allocated to CGUs, which were subject to annual impairment testing, and no provision for impairment was required.
Impairment testing of goodwill
Goodwill acquired as a result of a business combination is allocated to each of the CGUs for impairment testing purposes. Each subsidiary acquired represents a separate CGU. The recoverable amount of each CGU is determined based on the value-in-use approach. The recoverable amount under the value-in-use approach was greater than the fair value less selling expenses approach at the time of the impairment test. The assumptions with the most relevant impact used in the calculation of the value in use are:
| ● | Cash flow projections, with information related to sales growth, costs, expenses, fixed investments and working capital investments are based on annual projections prepared by each CGU and approved by Management. |
| ● | Discount rate: The discount rate represents the risk assessment in the current market. The calculation of the discount rate is based on specific circumstances of the CGU tested and is derived from the weighted average capital costs of the CGU tested. |
| ● | Growth in perpetuity: The estimate is based mainly on the: (i) historical performance of the CGU, (ii) expectation of organic growth by sector of operation; and (iii) expectation of inflation and economic growth based on projections released by the Central Bank of Brazil, which is the principal monetary authority of the country. |
Projection periods of five years were considered for the Group´s CGU, with a 3% growth in perpetuity, which corresponds to the projected long-term inflation rate.
Cash flows were discounted to present value through the application of the rate determined by the Weighted Average Capital Cost (“WACC”), which was calculated using the Capital Asset Pricing Model (“CAPM”) method, also considering several components of financing, debt and equity used by the Group to finance its activities. The discount rates utilized for each CGU ranged from 12.54% to 20.91%.
As a result of these evaluations, the Company verified that the estimated value in use of the subsidiary was less than its carrying value indicating that the assets have suffered an impairment. The Company recorded an impairment totaling R$86.9 million related to the goodwill recorded on Datahub R$1.8 million and Leadlovers R$85.1 million as of December 31, 2022.
The impairment related to CGU Leadlovers was material as of December 31, 2022. The Company conducted the impairment test on December 31, 2022, and considered, among other factors, the country’s economic momentum and the historical results of the CGU. The methodology used to determine the recoverable value was the greater of value in use or fair value less costs to sell. The cash flow projected for each CGU is considered a discount rate using the weighted average cost of capital (WACC), after income taxes applied to cash flow projections of 14.3% as of December 31, 2022 (the nominal rate). The carrying value for Leadlovers was valued at R$120.9 million and the recoverable amount at R$35.8 million as of December 31, 2022, indicating an impairment. As a result of this analysis, the Company recorded the impairment loss for goodwill constituted as a result of the analysis in an amount of R$81.2 million in the Group The impairment loss has been included within the impairment of the goodwill financial statement line in the consolidated statement of loss. The main impact to the 2022 financial results of Leadlovers that resulted in an impairment loss was the net present value of projected periods and the present value in perpetuity as the 2022. The Leadlover’s free cash flow as of December 31, 2022, valued at R$3.6 million. The cash flow of the reporting period indicated an increase in the net loss of the Company and a negative operating cash flow result as of 2022. Leadlovers experienced decreased sales demands during 2022 without a cut in fixed costs which impacted the net profit and therefore impacted the value in use of the Company.
As of December 31, 2023, the Company recorded impairment totaling R$11.4 million related to the goodwill recorded on Datahub. The carrying value for Datahub was valued at R$42.7 million and the recoverable amount at R$31.3 million as of December 31, 2023, indicating an impairment.
The Company evaluated each CGU for impairment as of December 31, 2024, and identified two CGUs with indicators of impairment due to their carrying values being greater than their recovery values; Datahub and Onclick. The carrying values of Datahub and OnClick as of December 31, 2024, were R$34.7 million and R$43.1 million, respectively, compared to their recoverable values as of December 31, 2024, of R$17.8 million and R$41.7 million, respectively. The Company recorded impairment totaling R$18.3 million, writing down the carrying value of Datahub by R$16.9 million and OnClick by R$1.4 million.
38
Management believes any reasonably possible change in the key assumptions on which recoverable amounts are based would not cause its CGUs’ carrying amounts to exceed its recoverable amounts. Though Management believes its judgments, assumptions and estimates are appropriate, actual results may differ from such estimates under different assumptions, macroeconomic and market conditions.
Note 12. Salaries and labor charges
The composition of salaries and labor charges as of December 31, 2024 and 2023, were as follows:
| 2024 | 2023 | |||||||
| Wages payable | 6,224 | 5,672 | ||||||
| Accrued labor benefits | 7,084 | 7,186 | ||||||
| Labor taxes | 4,902 | 3,816 | ||||||
| Total salaries and labor charges | 18,210 | 16,674 | ||||||
Note 13. Loans and financing
The outstanding balance of loans and financing at December 31, 2024 and 2023 are summarized as follows:
| Years ended December 31, | ||||||||||||
| Interest Rate | Maturity | 2024 | 2023 | |||||||||
| Loans: | ||||||||||||
| Santander Bank | 0.06% per day | 2024 | - | 4,254 | ||||||||
| Bradesco Bank | 12.15% per annum | 2024 | 178 | 343 | ||||||||
| BNDES | 12.27% per annum | 2024 | - | 692 | ||||||||
| Santander Bank | 23.14% per annum | 2025 | 2,206 | - | ||||||||
| Bradesco Bank | 20.98% per annum | 2027 | 503 | - | ||||||||
| Total | 2,887 | 5,289 | ||||||||||
| Current | 2,512 | 4,960 | ||||||||||
| Non-current | 375 | 329 | ||||||||||
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.
The amounts recorded in non-current liabilities for the years ended December 31, 2024, and 2023 have the following maturity schedule:
| Years ended December 31, | ||||
| 2024 | ||||
| 2025 | - | |||
| 2026 | 186 | |||
| 2027 | 189 | |||
| Non-current liabilities | 375 | |||
The following is a summary of loan activity for the years ended December 31, 2024, 2023, and 2022:
| Balance as of January 1, 2022 | 8,300 | |||
| Additions | 4,000 | |||
| Interest accrual | 349 | |||
| Principal payments | (10,101 | ) | ||
| Interest payments | (741 | ) | ||
| Balance as of December 31, 2022 | 1,807 | |||
| Additions | 5,462 | |||
| Interest accrual | 940 | |||
| Principal payments | (2,034 | ) | ||
| Interest payments | (886 | ) | ||
| Balance as of December 31, 2023 | 5,289 | |||
| Additions | 3,931 | |||
| Interest accrual | 386 | |||
| Principal payments | (6,624 | ) | ||
| Interest payments | (95 | ) | ||
| Balance as of December 31, 2024 | 2,887 |
39
Accounts payable to suppliers
The breakdown of Trade and other payables is as follows:
| 12/31/2024 | 12/31/2023 | |||||||
| Suppliers- National and foreign | 61,284 | 7,676 | ||||||
| Suppliers - IPO transaction expenses(i) | - | 39,457 | ||||||
| Trade accounts payable | 61,284 | 47,133 | ||||||
| (i) | Consists of concentrated expenses incurred in 2023 related to third-party advisory and support services incurred in connection with the reorganization transaction that are not expected to be ongoing. These services were provided by suppliers to the Company. The liability includes the prepaid D&O insurance totaling R$4.1 million, recognized during the year ended December 31, 2023. |
Note 14. Loans from investors
In 2022, the Company entered into four loan agreements with third party investors (“Investor Loans”) in the amount of R$4.8 million, maturing in 16 months from the date of issuance, with interest accruing at a rate of CDI plus 10% per annum. In 2023, the Company entered into eight additional loan agreements with seven separate third party investors in the amount totaling R$7.4 million, which are subject to Selic interest plus 10% per year and a 2% penalty on the value of the agreement if the loan payments become overdue. In 2024, the Company entered into three loan agreements totaling R$4.8 million, which are subject to Selic interest plus 8%-10% per year, and a 2% penalty on the value of the agreement if the loan payments become overdue. No payments have been issued on the loans from investors as of December 31, 2024. The following is a summary of investor loan activity for the years ended December 31, 2024, 2023, and 2022:
| As of January 1, 2022 | - | |||
| Transfer from loans and financing | 320 | |||
| Additions | 4,750 | |||
| Interest accrual | 179 | |||
| As of December 31, 2022 | 5,249 | |||
| Additions | 7,407 | |||
| Amortization | (320 | ) | ||
| Interest accrual | 1,564 | |||
| As of December 31, 2023 | 13,901 | |||
| Additions | 4,750 | |||
| Interest accrual | 3,382 | |||
| As of December 31, 2024 | 22,033 |
Loan premium
In connection with the Investor Loan agreements and Schurmann’s R$3.2 million loan entered into in 2022, the lenders are also entitled to a premium in the equivalent of 15% of the principal loan amount, which will be settled in Nvni Group Limited ordinary shares. The Loan Premium is calculated as the fair value of 15% of the principal loan amount based on the probability of the SPAC occurring at certain dates. As of December 31, 2022, the balance of the Loan Premium was R$0.2 million and was recorded within loans from investors in current liabilities. As of December 31, 2023, the loan premium was converted to share capital upon commencement of the Merger. As of December 31, 2024, the Company no longer has a liability related to the loan premium.
Note 15. Debentures
On May 14, 2021, the Group issued 61,000 non-convertible debentures, in a single series, with a nominal unit value of R$1 to a group of initial investors (the “Initial Investors”, with the issuance being referred to herein as the “First Issue”). Interest accrues at the rate of CDI + 10.6% per year and is payable quarterly in February, May, August and November of each year. Amortization of principal is quarterly, beginning in May 2023 with final maturity in May 2026.
40
The debentures were initially recognized at fair value, net of R$2.3 million of transaction costs, and are recorded at amortized cost.
The following is a summary of activity related to the debentures for the years ended December 31, 2024, 2023, and 2022:
As of January 1, 2022 | 60,484 | |||
| Interest incurred | 12,074 | |||
| Interest payments | (11,685 | ) | ||
| As of December 31, 2022 | 60,873 | |||
| Interest incurred | 11,639 | |||
| Principal payments | (7,417 | ) | ||
| Interest payments | (13,898 | ) | ||
| As of December 31, 2023 | 51,197 | |||
| Interest incurred | 8,816 | |||
| Principal payments | (11,312 | ) | ||
| Interest payments | (7,961 | ) | ||
| As of December 31, 2024 | 40,740 |
Collateral and guarantees
As of December 31, 2023, all the shares representing the share capital of the subsidiaries Effecti, Leadlovers and Onclick were pledged as collateral for the debentures. Further, in connection with the covenant waivers received in March 2022, all the shares of the subsidiary Datahub were also pledged as additional collateral.
In guarantee of faithful, punctual and full compliance of all obligations, principal or ancillary, the following guarantees were formalized: (i) fiduciary assignment of all rights and credits arising from the linked disbursement and centralized escrow accounts, which are used to deposit and disburse the funds received from the debentures, both owned by the Company; and (ii) fiduciary assignment by the Company of all shares and shares of the subsidiaries acquired, as well as any other common or preferred shares, with or without voting rights, representing the share capital of the subsidiaries acquired, which may be subscribed, acquired or in any way held by the Company. The guarantees above mentioned are only applicable to the subsidiaries Leadlovers, Ipe, Datahub, and Onclick.
As of 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 20%; and (iii) debt service coverage index greater than or equal to 4.0x, as defined in the related agreement. A failure to meet any of the covenants automatically results in early maturity of the debentures.
On March 30, 2022, the debenture holders granted the Company’s request for a waiver of the covenant violations. As part of the waiver, the covenants for 2022 were amended as follows: (i) gross debt indicator / pro forma EBITDA to 7.2x; (ii) pro forma EBITDA margin in relation to net revenue to 7.1%; and (iii) the debt service coverage index of 4.0x was maintained. The Company did not meet all of the amended 2022 covenants and, on February 9, 2023, debenture holders approved the Company’s separate request for an additional waiver for the 2022 covenant violations. On May 8, 2023, the debenture holders granted the Company’s request to extend the scheduled amortization date of the debentures to August 14, 2023. Principal payments totaling R$7.4 million were made on the debentures in 2023. The payment balances were issued on October 2, 2023, October 13, 2023, and December 28, 2023, in the amount of R$2.5 million, R$2.5 million and R$2.4 million respectively.
41
As of December 31, 2023, the Company did not meet the debt service coverage index covenant, as the calculated index was 0.6x which is less than the 4.0x targeted threshold. The Company requested a waiver for the covenant violation on December 13, 2024, 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 December 19, 2024, leaving the amortization date of the debentures unchanged.
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.
Exposure premium
In connection with the First Issue, the Company and the Initial Investors entered into a separate agreement that provides for the payment of additional amounts to the Initial Investors in the event of certain liquidity events, as defined, or the early redemption of the debentures by the Company in whole or in part prior to maturity, (the “Exposure Premium”).
Liquidity events are defined within the debenture agreement as the sale, exchange or alteration of the capital structure of the Group such as reorganization or the public sale of shares equivalent to at least 10% of the total capital stock of the Group. The Exposure Premium due to Initial Investors under a qualifying liquidity event is calculated as 5% of the total equity value of all the shares of the Group on the date of the event, applied pro-rata based on the total debentures initially acquired by the Initial Investors in proportion to every 250,000 debentures authorized for issuance in the First Issue. As only 58,000 of 250,000 debentures were issued to the Initial Investors, the total exposure is 1.16% of total equity value of all the shares of the Group on the date of liquidity event, limited to the applicable percentage cap of the value of the debentures outstanding, as described in the table below.
The Group may redeem the debentures prior to their maturity in part or in full or make an offer for the early redemption of debentures to the Initial Investors. The Exposure Premium applicable to an early redemption occurring is calculated pro-rata based on the total debentures initially acquired by the Initial Investors and will be calculated based on the total amount of the debentures outstanding on the date of early redemption.
The Exposure Premium is calculated based on its fair value. The Exposure Premium fair value considers a cap for the liquidity event or early redemption according to the following criteria:
| Liquidity Event Date or Early Redemption Date | Cap Applied to Total Debentures Outstanding (%) | |||
| From May 14, 2021 (inclusive) to May 14, 2022 (exclusive) | 35.00 | % | ||
| From May 14, 2022 (inclusive) to May 14, 2023 (exclusive) | 40.00 | % | ||
| From May 14, 2023 (inclusive) to May 14, 2024 (exclusive) | 45.00 | % | ||
| From May 14, 2024 (inclusive) to May 14, 2031 | 50.00 | % | ||
The Exposure Premium payment is not linked to the payment of debentures and is considered additional and independent compensation, due exclusively to the Initial Investor which acquired the first issuance of debentures and is therefore not due to any other investors. The Exposure Premium will only be paid once per Initial Investor at the time of the liquidity event or in case of early redemption.
As of December 31, 2024 and 2023, the fair value of the Exposure Premium was R$2.9 million and R$1.8 million, respectively, and the fair value adjustment is recorded in the provision for debentures as a current liability with the change in fair value of the derivative recorded in profit or loss.
Note 16. 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.
42
The provision liability for the years ended December 31, 2024 and 2023, 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 5%, while the Group collected and remitted at 2%.
The provision activity for the years ended December 31, 2024, 2023, and 2022, is as follows:
| At January 1, 2022 | 32,586 | |||
| Reversal of provision | (5,307 | ) | ||
| Provision recorded during the period | 3,753 | |||
| At December 31, 2022 | 31,032 | |||
| Reversal of provision | (3,292 | ) | ||
| Provision recorded during the period | 1,777 | |||
| Additions by acquisition | 1,184 | |||
| Additions by merger | 119 | |||
| At December 31, 2023 | 30,820 | |||
| Reversal of provision | (6,872 | ) | ||
| Provision recorded during the period | 2,684 | |||
| At December 31, 2024 | 26,632 |
Contingent liabilities
The Group is party to a number of claims, assessments and legal proceedings in the normal course of business. As of December 31, 2024 and 2023, the total of such contingent obligations, for which the likelihood of loss was determined as possible by management and for which no provision has been recorded, is as follows:
| 2024 | 2023 | |||||||
| Civil | 796 | 727 | ||||||
| Labour | 492 | - | ||||||
| Tax | 6,025 | 4,934 | ||||||
| Total | 7,313 | 5,661 | ||||||
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Note 17. 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, 2022 | 17,610,450 | |||
| Shares issued(i) | 208,219 | |||
| As of December 31, 2022 | 17,818,669 | |||
| As of January 1, 2023 | 17,818,669 | |||
| Shares issued(ii) | 2,313,622 | |||
| Subtotal | 20,132,291 | |||
| Acquisition of Nvni Group Limited(*) | 11,485,080 | |||
| As of December 31, 2023 | 31,617,370 | |||
| As of January 1, 2024 | 31,617,370 | |||
| Shares issued | 6,820,072 | |||
| As of December 31, 2024(**) | 38,437,442 | |||
| (i) | Shares were issued in December 2022 in connection with the exercise of subscription rights as detailed below. On December 22, 2022, the Company entered into a contribution agreement with Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands that is the parent company of Nuvini S.A, that effective upon the agreement, the Company transferred 100% of Nuvini shareholders’ equity from Nuvini shares to Nuvini Holdings Limited shares. |
| (ii) | The shares issued pertain to the premium on loans, subscription right payments, earn out payments and stock option exercised by the board made in 2023, prior to the conversion into Nvni Group Limited shares. |
| * | In connection with the SPAC merger, each of the Nuvini shareholders contributed their ordinary shares into the Company in exchange for Nvni Group Limited ordinary shares. The shares were converted into a number of Nvni Group Limited ordinary shares in accordance with the Exchange Ratio of 0.145485724. |
| ** | The Company has a total of 3,884,371 reserved shares that have been authorized but not issued as of December 31, 2024. Thus, the total outstanding shares authorized and issued is 34,553,071 as of December 31, 2024. |
The distribution of shareholders’ capital as of December 31, 2023, is as follows:
| Shareholders | % Participation | Common Shares | Subscribed and Paid- In Share Capital (R$) | |||||||||
| Former Nuvini Stockholders (Nuvini Holdings Limited) | 75.96 | % | 24,016,662 | |||||||||
| Public Stockholders | 0.30 | % | 95,708 | |||||||||
| Mercato Founders | 18.19 | % | 5,750,000 | |||||||||
| Maxim | 1.50 | % | 475,000 | |||||||||
| PIPE Investors | 4.05 | % | 1,280,000 | |||||||||
| Total | 100 | % | 31,617,370 | 260,685 | ||||||||
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The distribution of shareholders’ capital as of December 31, 2024, is as follows:
| Shareholders | % Participation | Common Shares | Subscribed and Paid- In Share Capital (R$) | |||||||||
| Former Nuvini Stockholders (Nuvini Holdings Limited) | 63.51 | % | 21,943,823 | |||||||||
| Public Stockholders | 17.28 | % | 5,972,774 | |||||||||
| Mercato Founders | 19.21 | % | 6,636,474 | |||||||||
| Total | 100.0 | % | 34,553,071 | 283,408 | ||||||||
Derivatives
Derivative warrant liability
As part of the SPAC Merger, each issued and outstanding warrant to purchase Mercato class A ordinary shares was converted into the right to purchase one Nuvini ordinary share at an exercise price of $11.50 per share (“Nuvini Warrants”), subject to the same terms and conditions existing prior to such conversion. These warrants are considered financial instruments (derivatives) and are recorded at fair value through profit or loss.
Upon the completion of the SPAC Merger, there are 23,050,000 Nuvini Warrants outstanding, of which 11,500,00 are public warrants (“Public Warrants”) listed on NASDAQ and 11,550,000 are private placement warrants held by certain former Mercato shareholders (“Private Placement Warrants”).
Public Warrants
The Public Warrants became exercisable on October 29, 2023, and will expire on the earlier of September 29, 2028, or upon redemption or liquidation, in accordance with their terms. The fair value of the Public Warrants was determined using the market trading price as of December 31, 2024, which was R$0.07 per share.
On December 27, 2024, the Company entered into a Settlement Agreement and Release (“Settlement Agreement”) and a Warrant Exchange Agreement (the “Warrant Exchange Agreement”) with Alta Partners, LLC (“Alta”) in relation to an alleged dispute regarding certain warrants held by Alta. Pursuant to the Settlement Agreement, Alta agreed to exercise 250,000 warrants on a cash basis. Pursuant to the Warrant Exchange Agreement, Alta will exchange the remaining 1,838,674 warrants of the Company, which will be retired, for 894,337 ordinary shares of the Company.
Private Placement Warrants
The Private Placement Warrants are identical to the Public Warrants in all material respects, except that the Private Placement Warrants, so long as they are held by certain former Mercato shareholders or its permitted transferees:
| (i) | will not be redeemable by the Company, |
| (ii) | may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until October 29, 2023, |
| (iii) | may be exercised by the holders on a cashless basis, and |
| (iv) | will be entitled to registration rights. |
The fair value of Private Placement Warrants was determined using the market trading price at December 31, 2024, which was R$0.07 per share. The fair value calculation methodology was determined to be the same as the Public Warrants as both financial instruments have the same material rights and characteristics (i.e., both give the right to purchase one Nuvini ordinary share for the same price with the same exercisable period).
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The Group has recognized the following warrant obligations:
| Public Warrants | Private Placement Warrants | Total | ||||||||||
| Initial Recognition at September 29, 2023 | 9,887 | 9,930 | 19,817 | |||||||||
| Change in fair value | (7,660 | ) | (7,693 | ) | (15,353 | ) | ||||||
| Balance at December 31, 2023 | 2,227 | 2,237 | 4,464 | |||||||||
| Change in fair value | 1,214 | 1,985 | 3,199 | |||||||||
| Balance at December 31, 2024 | 3,441 | 4,222 | 7,663 | |||||||||
Non-controlling Interest
The Company’s non-controlling interests include Mercos for the periods as of December 31, 2022 and beyond, and Smart NX, for the periods as of December 31, 2023 and beyond, Companies whose operations are based in Brazil.
Prior to November 16, 2022, the Company reflected a 100% ownership interest in Mercos. However, as outlined in Note 5 to the consolidated financial statements, the Company’s equity interest in Mercos was reduced from 100% to 57.91% (42.09% being non-controlling interest), re-selling 42.09% of the Company’s capital to previous owners for R$1.00, thereby extinguishing the debt associated with the deferred and contingent consideration. Per the renegotiated terms, the financial liability (or a part of a financial liability) should be removed from its statement of financial position when it is extinguished. The Mercos deferred and contingent consideration extinguished as part of the renegotiated terms when the Company’s capital in Mercos was re-sold.
The renegotiated terms also granted a call option for the Company to buy the 42.09% for a multiple of 7.6 times the accumulated revenue in the prior 12 months. As of December 31, 2024, the Company assessed that the fair value of this call option was zero.
The following tables summarize the information relating to the Company’s non-controlling interests in Mercos before and after intercompany eliminations:
| Summarized statement of financial position | 2024 | 2023 | 2022 | |||||||||
| Non-controlling interest | 42.09 | % | 42.09 | % | 42.09 | % | ||||||
| Current assets | 7,884 | 4,351 | 3,463 | |||||||||
| Non-current assets | 5,852 | 4,668 | 3,796 | |||||||||
| Current liabilities | (3,537 | ) | (3,421 | ) | (2,849 | ) | ||||||
| Non-current liabilities | (1,892 | ) | (5,598 | ) | - | |||||||
| Summarized statement of profit and loss | ||||||||||||
| Revenue | 22,312 | 18,498 | 14,774 | |||||||||
| Expenses | (16,942 | ) | (14,139 | ) | (12,045 | ) | ||||||
| Profit (loss) for the year | 5,370 | 4,359 | 2,729 | |||||||||
| Profit (loss) attributable to owners of the Company | 3,110 | 2,525 | 2,527 | |||||||||
| Profit (loss) attributable to the non-controlling interests | 2,260 | 1,835 | 202 | |||||||||
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| Summarized statement of financial position | ||||
| At January 1, 2022 | - | |||
| Non-controlling interest arising on disposal of interest on Mercos | 4,207 | |||
| Share of profit for the year | 202 | |||
| Payment of dividends | (556 | ) | ||
| At December 31, 2022 | 3,853 | |||
| Share of profit for the year | 4,359 | |||
| Payment of dividends | (5,173 | ) | ||
| At December 31, 2023 | 3,039 | |||
| Share of profit for the year | 5,370 | |||
| Payment of dividends | (1,228 | ) | ||
| At December 31, 2024 | 7,181 | |||
On January 25, 2023, as amended on February 23, 2023, June 8, 2023, and August 1, 2023, the Group entered into a business combination agreement whereas, Nuvini S.A agreed to acquire shares representing 50.2% of the total capital stock of Smart NX in an equity swap, in which the seller would receive shares of Nuvini. In addition, Nuvini S.A. has a call option to acquire the remaining shares of Smart NX representing 45% of the total capital stock of Smart NX to be paid in three installments on January 25, 2024, January 25, 2025, and January 25, 2026, for a variable consideration based on multiples of future Smart NX EBITDA in the Company’s national currency. As of December 31, 2024, the Company assessed that the fair value of this call option was zero.
The following tables summarize the information relating to the Company’s non-controlling interests in Smart NX before and after intercompany eliminations:
| Summarized statement of financial position | 2024 | 2023 | ||||||
| Non-controlling interest | 45.00 | % | 45.00 | % | ||||
| Current assets | 2,634 | 2,396 | ||||||
| Non-current assets | 3,593 | 5,131 | ||||||
| Current liabilities | (1,600 | ) | (1,680 | ) | ||||
| Non-current liabilities | (682 | ) | (5,847 | ) | ||||
| Summarized statement of profit and loss | ||||||||
| Revenue | 13,552 | 12,209 | ||||||
| Expenses | (10,958 | ) | (9,719 | ) | ||||
| Profit (loss) for the year | 2,594 | 2,490 | ||||||
| Profit (loss) attributable to owners of the Company | 1,427 | 1,370 | ||||||
| Profit (loss) attributable to the non-controlling interests | 1,167 | 1,121 | ||||||
| Summarized statement of financial position | ||||
| At January 1, 2023 | - | |||
| Initial recognition | 706 | |||
| Share of profit for the year | 2,490 | |||
| Payment of dividends | (1,906 | ) | ||
| At December 31, 2023 | 1,290 | |||
| Share of profit for the year | 2,594 | |||
| Payment of dividends | (2,192 | ) | ||
| At December 31, 2024 | 1,692 | |||
Subscription rights
In March, May, and December 2022, the Company issued subscription rights to investors for total consideration of R$2.5 million, R$1.0 million, and R$0.3 million, respectively. The subscription rights may be exercised within 30 days from the approval of the Group’s first capital increase in an amount of at least R$100.0 million that results in the issuance of shares by the Group (the “Contribution Event”) or within 30 days of the second anniversary from the subscription rights’ issuance date if no Contribution Event has occurred. The number of shares to be issued to these investors will be determined based on the fair value of Nuvini Holding’s Limited shares on the date of the Contribution Event or based on the fair value per share of the last capital increase in the event that no Contribution Event occurs, utilizing the following formula: consideration paid divided by the fair value of the Company’s share x 0.9 (in case there is a Contribution Event) or consideration paid divided by the fair value of the Company’s share of the last capital increase x 0.8 (in case no Contribution Event occurs). As the number of shares to be issued is variable, these subscription rights are recorded as liabilities based on FVTPL.
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In December 2022, all amounts payable to Pierre Schurmann under related party loans were converted into subscription rights with the same terms as described above. Please refer to Note 9 for details on these related party loans.
In December 2022, the subscription right terms were amended so that the subscriptions rights could be exercised in the event of the Group signing a Business Combination Agreement (“BCA”) between the Company and a company with a SPAC or within 30 days after the second anniversary from the subscription rights issuance date if no Contribution Event or SPAC has occurred. As of December 31, 2022, these subscription rights were recorded as an equity instrument in Capital Reserves. As of December 31, 2023, upon consummation of the Business Combination, all subscription rights were converted to equity and issued to stockholders.
Profit reserves
Legal Reserve
For periods prior to February 26, 2023, the financial statements represented the results of operations of Nuvini S.A. which was incorporated in Brazil. As such, Nuvini S.A. was subject to the following disclosures. For periods subsequent to February 6, 2023, the is a Cayman Island exempted limited liability company and therefore the following disclosures on legal reserves are not applicable.
In accordance with Brazilian corporate law, the Company is required to allocate 5% of net income for any given year for the formation of a legal reserve subject to a maximum limit of 20% of share capital (in addition, if for any given financial year, the total amount of the legal reserve plus any amounts of capital reserves exceed 30% of capital stock, the Company is not required to allocate any income for the formation of the legal reserve). The legal reserve is also subject to approval by the general shareholders’ meeting and may be transferred to capital or used to absorb losses but is not available for the payment of dividends in subsequent years. As the Group was in a net loss position as of December 31, 2023, and 2022 and does not expect to be in a profit position in the near future, a legal reserve has not been recorded as part of the capital reserves balance.
In addition to legal reserves, the Company’s Articles of Incorporation establish that additional reserves may be created upon shareholders’ approval, including investment reserves to secure the implementation, maintenance and development of Company’s activities limited to the total net profit after allocation of legal reserve.
Brazilian Corporate Law provides that all statutory allocations of net profit, including the unrealized profits reserve and the reserve for investment projects, are subject to approval by the shareholders voting at a general shareholders’ meeting and may be used for capital increases or for the payment of dividends in subsequent years.
The balance for the profit reserve accounts, except for the contingency reserve and unrealized profits reserve, may not exceed the share capital. If this happens, our shareholders must determine whether the excess will be applied to pay in the subscribed and unpaid capital, to increase and pay in the subscribed stock capital or to distribute dividends.
The profits unallocated to the accounts mentioned above must be distributed as dividends.
Capital reserves
The balance of the capital reserves as of December 31, 2024, 2023, and 2022, is composed of debt instruments converted to equity, subscription rights and provision for share-based payments in connection with the Company’s share-based compensation plans as described in note 19.
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Dividend distribution policy
For periods prior to February 26, 2023, the financial statements represented the results of operations of Nuvini S.A. which was incorporated in Brazil. As such, Nuvini S.A. was subject to the following disclosures. For periods subsequent to February 6, 2023, the is a Cayman Island exempted limited liability company and therefore the following disclosures on dividend distribution policy are not applicable.
Under the Group’s bylaws, unless otherwise proposed by the Board of Directors and approved by the voting shareholders at the annual shareholders’ meeting, the Company must generally pay shareholders a mandatory minimum dividend of 25% of adjusted net income, as defined in accordance with Brazilian Corporate Law, after the allocation of 5% of net income to the legal reserve.
However, net income may be used to increase share capital, used to set off losses and/or otherwise retained in accordance with the Brazilian Corporate Law and may not be available for the payment of dividends, including in the form of interest on shareholders’ equity.
Brazilian Corporate Law defines the “net income” as net income for the year, reduced by accumulated losses of prior years, provisions for income tax and social contribution on the net profit for such fiscal year, and amounts allocated to employees’ and management’s participation on the results in such fiscal year. Under Brazilian Corporate Law, the net income available for distribution as dividends may also be reduced or increased by the following:
| ● | amounts allocated to the legal reserve, |
| ● | amounts allocated to the statutory reserve, if any, |
| ● | amounts allocated to the contingency reserve, if required, |
| ● | amounts allocated to the unrealized profit reserve, |
| ● | amounts allocated to the retained profit reserve, |
| ● | amounts allocated to the income tax exemption reserve, |
| ● | reversals of reserves recorded in prior years, and |
| ● | reversals of the amounts allocated to the unrealized profit reserve, if any, when realized and not absorbed by losses |
As an alternative form of payment of dividends, Brazilian companies may distribute interest on capital, whose payments may be treated by a company as a deductible expense for income and social contribution taxes purposes. Payments of interest on capital may be made at the discretion of the Board of Directors, subject to shareholder approval. Payments of interest attributed to shareholders’ equity, net of withholding tax, may be distributed as part of the minimum mandatory dividends. Interest on capital is calculated in accordance with the daily pro rata variation of the Brazilian government’s long-term interest rate, as determined by the Central Bank from time to time, and cannot exceed the greater of:
| ● | 50% of net income (after the deduction of the social contribution on profits and before the provision for corporate income tax and the amounts attributable to shareholders as net interest on equity) related to the period in respect of which the payment is made; or |
| ● | 50% of the sum of retained profits and profit reserves in the beginning of the period with respect to which the payment is made. |
Under Brazilian Corporate Law, a company may suspend the mandatory distribution either in the form of dividends or payments of interest on capital if the shareholders at the general shareholders’ meeting determine, based on the company’s board of directors’ proposal, which is reviewed by the fiscal council when installed, that payment of the mandatory distribution for the preceding fiscal year would be inadvisable in light of the company’s financial condition. The management of the company must report to the Brazilian Securities Commission (“CVM”) such suspension within five days of the relevant general shareholders’ meeting. Under Brazilian Corporate Law, mandatory distributions that are suspended and not offset against losses in future years must be paid as soon as the financial condition of the company permits.
As the Group was in a net loss position as of December 31, 2024, 2023, and 2022, no dividends were declared or were paid.
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Note 18. Net loss per share
The table below shows data of net loss and shares used in calculating basic and diluted loss per share attributable to the ordinary equity holders of the Company:
| Years ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Net loss | (78,209 | ) | (247,862 | ) | (114,206 | ) | ||||||
| Weighted average shares outstanding—basic and diluted(i) | 30,271,959 | 23,090,092 | 17,623,570 | |||||||||
| Net loss per ordinary share—basic and diluted | (2.58 | ) | (10.73 | ) | (6.48 | ) | ||||||
| (i) | Share data have been revised to give effect due to the recapitalization of Nvni Group Limited as explained in Note 17. Equity and divestitures. |
Basic net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. The Group reported a net loss for the years ended December 31, 2024, 2023, and 2022, therefore, potentially dilutive instruments, are excluded in the calculation of weighted average number of ordinary shares, including those related to share options and subscription rights outstanding, as their impact is anti-dilutive. These options and variable shares, per the subscription rights agreements, could potentially dilute basic earnings per share in the future, as well as shares that will be issued in the future related to renegotiations of the deferred and contingent consideration and additional subscription rights issued.
Note 19. Share-based compensation plan
On November 27, 2020, the Company Stock Option Plan (“CSOP’’) was approved at the extraordinary general shareholders’ meeting of Keiretsu and approved on June 30, 2021, at the extraordinary general shareholders’ meeting of Nuvini as part of the merger. The Company issues equity settled share-based payments to executives of the Group and advisors. The Group measures the cost of transactions settled with shares to its employees, based on the fair value of the equity instruments on the date of their grant.
Share option plan
As of December 31, 2024, 2023, and 2022, the Company had 1,949,796, 1,949,796, and 13,401,980 options outstanding, respectively. Generally, upon completion of the first year of employment, one-third of options will vest, and the remainder will vest monthly over the next three years. If the options remain unexercised after a period of five years after the date of grant, the options expire. Upon consumption of the business combination, all unvested shares were subject to a 50% acceleration and 50% of the unvested awards granted under the historical stock option plan to employees automatically vest, with the remainder being forfeited. The total expense recognized as of December 31, 2024, 2023, and 2022, resulting from share-based option awards was R$0.9 million, R$6.3 million, and R$9.9 million, respectively, in general and administrative expenses in the statement of loss.
The fair value of each share option award was estimated at the time of grant for each option using the Black-Scholes option pricing model. The Company did not grant any options during the year ended December 31, 2024. The key assumptions used for options granted during the years ended December 31, 2023 and 2022, were as follows:
| 2023 | 2022 | |||
| Exercise price | R$2.32 | R$2.32 | ||
| Fair value of common share | R$2.70 - R$3.26 | R$2.70 - R$3.26 | ||
| Volatility | 54.9% - 58.4% | 54.9% - 58.4% | ||
| Risk-free interest rate | 10.63% - 12.52% | 10.63% - 12.52% | ||
| Dividend yield | 0% | 0% | ||
| Expected option life | 5 - 7 years | 5 - 7 years |
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Expected volatility was determined using historical and implied stock price volatility from guideline companies, adjusted for size and leverage. As a result, the fair value of the share options ranged between per option for the year ended December 31, 2023, and 2022. No options were granted during the year ended December 31, 2024.
The number and weighted average exercise price of share options were as follows:
| 2024 | 2023 | 2022 | ||||||||||||||||||||||
| Weighted Average Exercise Price (R$) | Number of Options | Weighted Average Exercise Price (R$) | Number of Options | Weighted Average Exercise Price (R$) | Number of Options | |||||||||||||||||||
| Outstanding at January 1 | 2.32 | 1,949,796 | 1.91 | 13,401,980 | 1.07 | 14,114,763 | ||||||||||||||||||
| Granted | 2.32 | - | 2.32 | - | 2.32 | 10,401,980 | ||||||||||||||||||
| Forfeited/canceled | 2.32 | (529,136 | ) | 2.32 | - | 1.22 | (11,114,763 | ) | ||||||||||||||||
| Exercised | 2.32 | (627 | ) | |||||||||||||||||||||
| Conversion of stock option subject to conversion ratio(i) | - | - | 1,949,796 | |||||||||||||||||||||
| Outstanding at December 31 | 2.32 | 1,420,034 | 2.32 | 1,949,796 | 1.91 | 13,401,980 | ||||||||||||||||||
| Exercisable at the end of the year | 2.32 | 1,365,781 | 2.32 | 1,631,370 | 0.50 | 2,250,000 | ||||||||||||||||||
As of December 31, 2023, there were 11,213,267 options exercisable of Nuvini Holdings Limited, which converted into 1,631,370 options of Nvni Group Limited. No options had been exercised or had expired and the options outstanding had a weighted average remaining contractual life of 3.56 years. During the transfer of outstanding shares from Nuvini Holdings Limited to Nvni Group Limited, a conversion ratio(i) of 0.145485724 was applied to the issuance of ordinary shares by Nvni Group Limited. This conversion ratio was derived from the Company’s valuation on the date of issuance, amounting to $240.2 million, divided by the fully diluted share count of 165,079,167, resulting in a per-share value of $1.454857238. This value was then divided by the pre-IPO share price of $10.00 to determine the final conversion ratio.
Equity Incentive Plan
Following the completion of the business combination, which occurred after the special meeting of stockholders on September 28, 2023, and the subsequent finalization of the combination, the Nuvini board of directors adopted and shareholders approved, an equity incentive plan in which eligible participants may include members of Nuvini management, Nuvini employees, certain members of the Nuvini Board and consultants of Nuvini and its subsidiaries. Beneficiaries under the equity incentive plan will be granted equity awards pursuant to the terms and conditions of the equity incentive plan and any applicable award agreement. The final eligibility of any beneficiary to participate in, and the terms and conditions of, the applicable equity awards will be determined by the Nuvini Board. Pursuant to the Business Combination Agreement, the equity incentive plan has initially reserved a total of 1,143,650 Ordinary Shares.
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Note 20. Net operating revenue
The Group recognizes operating revenue from its B2B SaaS platform where revenues are disaggregated as SaaS platform subscription services, data analytics service, and 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 years ended December 31, 2024, 2023 and 2022:
| 2024 | 2023 | 2022 | ||||||||||
| Gross operating revenue | 206,739 | 181,725 | 135,643 | |||||||||
| Revenue deductions: | ||||||||||||
| Cancellations and returns | (1,777 | ) | (1,353 | ) | (1,822 | ) | ||||||
| Taxes on services | (11,680 | ) | (11,387 | ) | (9,276 | ) | ||||||
| Total revenue deductions | (13,457 | ) | (12,740 | ) | (11,098 | ) | ||||||
| Net operating revenue | 193,282 | 168,985 | 124,545 | |||||||||
Disaggregation of net operating revenue for the years ended December 31, 2024, 2023 and 2022 is as follows:
| 2024 | 2023 | 2022 | ||||||||||
| Platform subscription service | 187,109 | 158,678 | 114,556 | |||||||||
| Cancellations, returns and taxes on services | (11,989 | ) | (10,692 | ) | (9,004 | ) | ||||||
| Revenue from platform subscription service | 175,120 | 147,986 | 105,552 | |||||||||
| Data analytics service | 10,650 | 13,422 | 15,644 | |||||||||
| Cancellations, returns and taxes on services | (1,062 | ) | (1,478 | ) | (1,760 | ) | ||||||
| Revenue from data analytics service | 9,588 | 11,944 | 13,884 | |||||||||
| Set-up and service | 7,593 | 8,661 | 4,733 | |||||||||
| Cancellations, returns and taxes on services | (326 | ) | (514 | ) | (307 | ) | ||||||
| Revenue from set-up and service | 7,267 | 8,147 | 4,426 | |||||||||
| Other revenue | 1,386 | 963 | 710 | |||||||||
| Cancellations, returns and taxes on services | (79 | ) | (55 | ) | (27 | ) | ||||||
| Other revenue | 1,307 | 908 | 683 | |||||||||
| Total net operating revenue | 193,282 | 168,985 | 124,545 | |||||||||
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 December 31, 2024, 2023, and 2022, is as follows:
| At January 1, 2022 | 3,057 | |||
| Decrease from transfers to accounts receivable | (3,057 | ) | ||
| Increase from changes based on work in progress | 2,272 | |||
| At December 31, 2022 | 2,272 | |||
| Decrease from transfers to accounts receivable | (2,272 | ) | ||
| Increase from changes based on work in progress | 4,862 | |||
| At December 31, 2023 | 4,862 | |||
| Decrease from transfers to accounts receivable | (4,798 | ) | ||
| Increase from changes based on work in progress | 4,672 | |||
| At December 31, 2024 | 4,736 |
52
The deferred revenue activity as of December 31, 2024, 2023, and 2022, is as follows:
| At January 1, 2022 | 4,368 | |||
| Increase in deferred revenue in the current year | 9,566 | |||
| Revenue recognized during the current year | (10,113 | ) | ||
| At December 31, 2022 | 3,821 | |||
| Increase in deferred revenue in the current year | 9,845 | |||
| Revenue recognized during the current year | (10,521 | ) | ||
| At December 31, 2023 | 3,145 | |||
| Increase in deferred revenue in the current year | 24,095 | |||
| Revenue recognized during the current year | (23,501 | ) | ||
| At December 31, 2024 | 3,739 |
Deferred revenue is allocated to remaining performance obligations and represents contracted revenue that has not yet been recognized, including unearned revenue and amounts that have been invoiced and will be recognized as revenue in future periods. The Company expects to recognize all revenue over the next 12 months and is classified as other current liabilities in the consolidated statement of financial position.
Note 21. Cost and expenses by nature
The operating costs and expenses by nature for the years ended December 31, 2024, 2023 and 2022 are as follows:
| 2024 | 2023 | 2022 | ||||||||||
| Payroll | (85,218 | ) | (90,182 | ) | (83,042 | ) | ||||||
| Third-party services and others | (27,547 | ) | (24,106 | ) | (22,383 | ) | ||||||
| Business and marketing expenses | (6,219 | ) | (7,484 | ) | (6,441 | ) | ||||||
| Depreciation | (1,284 | ) | (1,050 | ) | (1,810 | ) | ||||||
| Amortization | (18,566 | ) | (17,600 | ) | (15,424 | ) | ||||||
| Impairment of goodwill | (18,341 | ) | (11,373 | ) | (86,897 | ) | ||||||
| Audit and consulting | (6,426 | ) | (38,660 | ) | (4,430 | ) | ||||||
| Other administrative expenses | (17,452 | ) | (7,464 | ) | (1,771 | ) | ||||||
| Provisions | 4,249 | 1,515 | 1,953 | |||||||||
| Fair value of derivative warrant liabilities | - | 14,507 | - | |||||||||
| Listing Expense(i) | - | (176,282 | ) | - | ||||||||
| Total | (176,804 | ) | (358,179 | ) | (220,245 | ) | ||||||
| Cost of services provided | (70,754 | ) | (66,138 | ) | (52,813 | ) | ||||||
| Sales and marketing expenses | (28,084 | ) | (28,827 | ) | (27,370 | ) | ||||||
| General and administrative expenses | (57,732 | ) | (93,156 | ) | (53,339 | ) | ||||||
| Listing expense | - | (176,282 | ) | - | ||||||||
| Research and development expenses | - | - | (8 | ) | ||||||||
| Impairment of goodwill | (18,341 | ) | (11,373 | ) | (86,897 | ) | ||||||
| Other operating (expenses) income, net | (1,893 | ) | 17,597 | 182 | ||||||||
| Total | (176,804 | ) | (358,179 | ) | (220,245 | ) | ||||||
| (i) | Listing Expense |
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The SPAC merger was accounted for as a capital reorganization with Nvni Group Limited determined to be the accounting acquirer of Mercato. Mercato does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and therefore the Business Combination is expected to be considered a capital transaction and shall be accounted for as a share-based payment transaction under IFRS 2 Share-Based Payments, whereby Nvni Group Limited will issue shares for Mercato’s net assets. Under this method of accounting, the acquisition of Mercato will be stated at historical cost, with no goodwill or other intangible assets recorded. Accordingly, the Group recorded a one-time non-cash expense of R$(176.3) million. In accordance with IFRS 2, the expense represents the cost incurred in connection with achieving a listing on the Nasdaq Global Market (the “Listing Expense”). The expense is calculated as the difference between the fair value of the equity instruments issued to acquire Mercato and the fair value of the identifiable net assets acquired, as noted below:
| (in thousands of R$) | ||||
| Fair value of equity instruments issued to acquire Mercato | 275,555 | |||
| Net assets of Mercato as of June 30, 2023 | 162,862 | |||
| Less: Mercato’s transaction costs | (63,589 | ) | ||
| Adjusted net assets/(liabilities) of Mercato as of June 30, 2023 | 99,273 | |||
| IFRS 2 charge for listing services | (176,282 | ) | ||
Note 22. Financial income and expense, net
The financial income and expense, net for the years ended December 31, 2024, 2023 and 2022, is composed of the following:
| 2024 | 2023 | 2022 | ||||||||||
| Financial income: | ||||||||||||
| Income on financial investments | 460 | 328 | 209 | |||||||||
| Interest income | 1,147 | 799 | 638 | |||||||||
| Discounts obtained | 6 | 15 | 42 | |||||||||
| Mercos deferred and contingent consideration adjustment | - | - | 16,029 | |||||||||
| Subscription rights fair value adjustment | - | 3,933 | - | |||||||||
| Exchange variation (foreign exchange profit) | 86 | 2,096 | - | |||||||||
| Total | 1,699 | 7,171 | 16,918 | |||||||||
| Financial expenses: | ||||||||||||
| Contingent consideration fair value adjustments(i) | - | (40,535 | ) | (16,294 | ) | |||||||
| Interest on contingent consideration | (53,091 | ) | - | - | ||||||||
| Earnout penalty | (2,520 | ) | - | - | ||||||||
| Interest on loans, financing and debentures | (10,629 | ) | (12,985 | ) | (12,425 | ) | ||||||
| Subscription rights fair value adjustment | - | - | (1,334 | ) | ||||||||
| Other interest and expense | (8,039 | ) | (6,579 | ) | (3,388 | ) | ||||||
| Exchange variation (foreign exchange losses) | (12,604 | ) | (95 | ) | (111 | ) | ||||||
| Exposure premium expense | - | (2,087 | ) | (96 | ) | |||||||
| Total | (86,883 | ) | (62,281 | ) | (33,648 | ) | ||||||
| Financial income and expense, net | (85,184 | ) | (55,110 | ) | (16,730 | ) | ||||||
| (i) | The increase in the fair value adjustment of contingent consideration as of December 31, 2023, is due to the remeasurement of the contingent consideration, driven by higher revenue and interest recorded in 2023 compared to 2022. As of December 31, 2024, all installments were considered overdue and therefore we used amortized cost based on actual revenues, instead of FVTPL based on projected revenues. |
Note 23. Income tax
Considering that the Company is domiciled in Cayman and there is no income tax in that jurisdiction, the combined tax rate of 34% demonstrated below is the current rate applied to the Group which is the operational and main company of all operating entities of the Group in Brazil.
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Current tax
Income tax on net profit or loss was calculated in accordance with applicable Brazilian law, applying tax rates for regular and presumed income tax regime, as described in note 3 related to taxation.
The income tax recorded in income for the years ended December 31, 2024, 2023, and 2022, is as follows:
| 2024 | 2023 | 2022 | ||||||||||
| Loss before income tax | (68,706 | ) | (244,304 | ) | (112,430 | ) | ||||||
| Income tax credit at the combined rate of 34% | 23,360 | 83,063 | 38,226 | |||||||||
| Adjustments for the demonstration of the effective rate: | ||||||||||||
| Non-deductible expenses | 2,370 | 385 | (34 | ) | ||||||||
| Presumed income tax calculation effect(i) | - | - | (200 | ) | ||||||||
| Unrecognized tax loss carryforwards and temporary differences(ii) | (45,123 | ) | (97,273 | ) | (44,790 | ) | ||||||
| Deferred tax liability expenses from identifiable assets acquired of businesses | 5,072 | 5,072 | 5,635 | |||||||||
| Research and development tax benefit | 4,816 | 3,247 | - | |||||||||
| Other | 2 | 1,948 | (613 | ) | ||||||||
| Income tax recorded in the income for the year | (9,503 | ) | (3,558 | ) | (1,776 | ) | ||||||
| Current tax | (13,518 | ) | (9,751 | ) | (5,769 | ) | ||||||
| Deferred tax | 4,015 | 6,193 | 3,993 | |||||||||
| Effective tax rate | 13.83 | % | 1.46 | % | 1.58 | % | ||||||
| (i) | As described in note 3, the taxation under Brazilian Tax Law allows certain companies to calculate income taxes as a percentage of gross revenue, using the presumed income tax regime. The effect of the presumed income tax of certain subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the regular income tax rate applied to the taxable profit of the subsidiaries. |
| (ii) | The Company has not recorded a deferred tax asset on tax loss carryforwards and temporary differences as the Company does not expect to realize these tax benefits in the foreseeable future. Tax losses may be carried forward indefinitely, though the amount of the carryforward that can be utilized is limited to 30% of taxable income in each carryforward year. As of December 31, 2024, 2023, and 2022, the Group had total tax losses of R$249.7 million, R$124.7 million, and R$78.6 million, respectively. |
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Deferred tax liability
As of December 31, 2024 and 2023, 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$40.6 million and R$44.6 million, respectively.
Note 24. 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.
General information
The CODM of the Group receives and reviews consolidated financial results for the Group in making decisions concerning financial management, budgeting analysis, as well as evaluation of the business performance based on the consolidated financial results of the Group. The Company has determined that it has a single operating and reportable segment, multi-vertical SaaS solution model.
Information on products and service
The Group’s core business activity is providing a SaaS platform model focused on the software delivery method of cloud-based software applications to its customers. The Group generates revenues and profits by providing to customers SaaS platform subscription services, data analytics services, set-up and other services. A reconciliation of revenue by product and service is represented in note 20.
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 one geographical location.
For the years ended December 31, 2024, 2023, and 2022, the Group generated 100% of its revenues originating from customers located in Brazil.
The Company’s non-current assets are entirely located in Brazil as of December 31, 2024 and 2023.
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Note 25. Supplementary items to the cash flow
In the years ended December 31, 2024, 2023, and 2022, the Group recorded the following non-cash transactions:
| Note | 2024 | 2023 | 2022 | |||||||||||||
| Creation of non-controlling interest at Mercos: | ||||||||||||||||
| Deferred and contingent consideration | - | - | 46,717 | |||||||||||||
| Capital reserve | 17 | - | - | (42,510 | ) | |||||||||||
| Non-controlling interest | 17 | - | - | (4,207 | ) | |||||||||||
| Conversion of subscription rights to capital shares: | ||||||||||||||||
| Capital reserve | - | - | (1,500 | ) | ||||||||||||
| Share capital | - | - | 1,500 | |||||||||||||
| Recognition of lease right-of-use asset in exchange for lease liabilities: | ||||||||||||||||
| Right-of-use assets, net | 10 | 1,247 | 768 | - | ||||||||||||
| Lease liability | 10 | (1,247 | ) | (768 | ) | - | ||||||||||
| Business Combination – Smart NX | ||||||||||||||||
| Cash and cash equivalents | - | 998 | - | |||||||||||||
| Trade accounts receivable, net | - | 3,061 | - | |||||||||||||
| Other current assets | - | 5,545 | - | |||||||||||||
| Other non-current assets | - | 1,204 | - | |||||||||||||
| Property and equipment, net | - | 172 | - | |||||||||||||
| Right-of-use assets, net | - | 107 | - | |||||||||||||
| Intangible Assets | - | 6,201 | - | |||||||||||||
| Goodwill | - | 15,960 | - | |||||||||||||
| Accounts payable to suppliers | - | (894 | ) | - | ||||||||||||
| Salaries and labor charges | - | (776 | ) | - | ||||||||||||
| Loans and financing | - | (40 | ) | - | ||||||||||||
| Lease liability | - | (118 | ) | - | ||||||||||||
| Taxes, fees and contributions payable | - | (940 | ) | - | ||||||||||||
| Other current liabilities | - | (1,211 | ) | - | ||||||||||||
| Deferred and contingent consideration on acquisitions | - | (26,848 | ) | - | ||||||||||||
| Deferred taxes | - | (2,421 | ) | - | ||||||||||||
| Capital increase through the payment of subscription rights: | ||||||||||||||||
| Capital reserves | - | 2,000 | - | |||||||||||||
| Share capital | - | 33,910 | ||||||||||||||
| Subscription rights | - | (35,410 | ) | - | ||||||||||||
| Loans from investors | - | (300 | ) | |||||||||||||
| Loan premium | 14 | - | (200 | ) | - | |||||||||||
| Conversion of deferred and contingent consideration to capital shares: | - | - | ||||||||||||||
| Deferred and contingent consideration | 5 and 6 | - | (64,255 | ) | - | |||||||||||
| Capital reserve | 5 and 6 | - | 64,255 | - | ||||||||||||
| Conversion of loans from related parties to capital shares: | ||||||||||||||||
| Loans from related parties | 9 | (8,891 | ) | - | - | |||||||||||
| Capital reserve | 8,891 | - | - | |||||||||||||
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Note 26. Subsequent events
The Group evaluated subsequent events and transactions that occurred after the balance sheet date up to April 28, 2025, the date the financial statements were available to be issued.
On January 2, 2025, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement with certain institutional investors for aggregate gross proceeds of US$12.0 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. These investors agreed to subscribe to and purchase 3,680,982 shares, at a conversion price of US$3.26 per share.
On January 7, 2025, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Warrant Agreement with certain institutional investors for aggregate proceeds of US$2.875 million, before expenses payable by the Company in connection with the Private Placement. This investor agreed to subscribe to and purchase 1,144,337 shares, at a conversion average price of US$2.51 per share.
On January 8, 2025, the Company received a letter from Nasdaq notifying the Company that based on the filing of the 2023 Annual Report, Nasdaq has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) and the hearing has been canceled. Accordingly, the matter has been closed.
On January 9, 2025, the Company received a notice from Nasdaq indicating that the Company is not currently in compliance with Nasdaq’s Listing Rule 5250(c)(2) due to the Company’s failure to file an interim balance sheet and income statement as of and for its second quarter ended June 30, 2024 (the “Interim Financials”) on Form 6-K with the Commission. Pursuant to Nasdaq Listing Rule 5250(c)(2), the Company was required to file its Interim Financials no later than six months following the end of its second quarter ended June 30, 2024, or December 31, 2024. The Company has not yet filed the required Interim Financials. This notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s ordinary shares and warrants. Nasdaq has provided the Company with 60 calendar days, until March 10, 2025, to submit a plan to regain compliance. On February 4, 2025, Nuvini filed a Form 6-K containing an interim balance sheet and income statement as of the end of its second quarter of 2024.
In addition, Nuvini received a notification letter (the “Bid Price Notice”) dated November 1, 2024, from the Listing Qualifications Department of the Nasdaq notifying Nuvini that the minimum bid price per share of its ordinary shares was below US$1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days from the Bid Price Notice, or until April 30, 2025 (the “Compliance Period”), to regain compliance with Nasdaq’s Minimum Bid Price Requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s ordinary shares is at least US$1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
On February 28, 2025, the Board of Directors (“Board”) of Nvni Group Limited, resolved by way unanimous written resolutions of the Directors (the “Written Resolution”) to convene an extraordinary general meeting of the Company (the “EGM”) for the purposes of requesting the members of the Company to pass certain resolutions, including, amongst other matters the following:
| (i) | an ordinary resolution that the authorized share capital of the Company be amended and increased from US$5,000 divided into 500,000,000 Ordinary Shares of a par value of US$0.00001 each to US$5,005 divided into 500,000,000 Ordinary Shares of a par value of US$0.00001 each and 500,000 Class FF Shares by the creation of 500,000 Class FF Shares of a par value of US$0.00001 each, with the rights and subject to the restrictions set out in the Amended Articles; |
| (ii) | a special resolution that the existing memorandum and articles of association of the Company be amended and restated in their entirety and be replaced by the form of amended and restated memorandum and articles of association; and |
| (iii) | a special resolution that the Company effectuate a reverse share split of: (i) the authorized and issued and outstanding shares; and (ii) the authorized and unissued shares, in the capital of the Company, par value US$0.00001 per share, in a ratio of any whole number in the range of 2-to-1 up to 250-to-1 with such ratio to be determined in the discretion of the Directors (the Subdivision”), effective upon the Directors determining the ratio and resolving to approve the Subdivision. |
On March 21, 2025, the Company announced the voting results of the EGM, held on March 20, 2025, in which the Shareholders passed all of the above matters.
On March 27, 2025, the Company issued a total of 500,000 Class FF shares, par value US$0.00001 per share, with each class FF share having 1,000 votes. Pierre Schurmann, Chief Executive Office of the Company, was issued 350,000 Class FF Shares for a total subscription price of US$3.50. Luiz Busnello, Chief Financial Officer of the Company, was issued 150,000 Class FF Shares for a total subscription price of US$1.50.
On March 18, 2025, the Company entered into a term sheet for the acquisition of Munddi Soluções em Tecnologia Ltda. – ME, an online platform that connects brands with consumers, suppliers, and retail chains based in São Paulo, Brazil. The transaction is expected to close in approximately 60 days, subject to the execution of the relevant definitive transaction documents and the satisfaction of applicable conditions precedent. The acquisition is expected to result in a cash outlay of approximately R$1.4 million, or 2x gross revenue for fiscal year 2024, payable in twenty-four equal installments.
58