Nvni Group Ltd 6-K, filed Feb 4, 2025
Nvni Group Ltd (NVNIF)
About this 6-K
Nvni Group Ltd filed this 6-K on February 4, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2025
Commission
File Number:
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Unaudited interim consolidated statements for the six-month period ended June 30, 2024 | |
| 99.2 | Press release dated January 31, 2025 – NVNI Reports Second Quarter 2024 Earnings Results | |
| 99.3 | Earnings Presentation | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NVNI GROUP LIMITED | ||
| Date: February 3, 2025 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Nvni Group Limited
Unaudited Interim Financial Statements as of June 30, 2024
F-1
Nvni Group Limited
Condensed Consolidated Statements of Financial Position
As of June 30, 2024, and December 31, 2023
(In thousands of Brazilian reais, unless otherwise stated)
6/30/2024 | 12/31/2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Trade accounts receivable, net | ||||||||
| Short-term advances | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable to suppliers | ||||||||
| Salaries and labor charges | ||||||||
| Loans and financing | ||||||||
| Loans from investors | ||||||||
| Debentures | ||||||||
| Exposure premium liability | ||||||||
| Lease liability | ||||||||
| Income taxes payable | ||||||||
| Taxes, fees and contributions payable | ||||||||
| Deferred revenue | ||||||||
| Deferred and contingent consideration on acquisitions | ||||||||
| Related parties | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Loans and financing | ||||||||
| Loans from investors | ||||||||
| Taxes and contributions payable | ||||||||
| Deferred and contingent consideration on acquisitions | ||||||||
| Lease liability | ||||||||
| Provisions for risks | ||||||||
| Deferred taxes | ||||||||
| Derivative warrant liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Share capital | ||||||||
| Capital reserves | ||||||||
| Accumulated losses | ( | ) | ( | ) | ||||
| Other Comprehensive Income | ( | ) | ||||||
| Total shareholders’ deficit, Equity attributable to owners | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and shareholders’ deficit | ||||||||
The above consolidated statements of financial position should be read in conjunction with the accompanying notes.
F-2
Nvni Group Limited
Unaudited Condensed Consolidated Statements
of Loss and Comprehensive
Loss for the six-months ended June 30, 2024, and 2023
(In thousands of Brazilian reais, unless otherwise stated)
| Six-Months Ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Net operating revenue | ||||||||
| Cost of services provided | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other operating income (expenses), net | ||||||||
| Operating income | ||||||||
| Financial income and expenses, net | ( | ) | ( | ) | ||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss attributed to: | ||||||||
| Owners of the Company | ( | ) | ( | ) | ||||
| Non-controlling interests | ||||||||
| Loss per share | ||||||||
| Basic and diluted loss per share (R$) | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive loss – foreign currency translation adjustment | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
The above condensed consolidated statements of loss should be read in conjunction with the accompanying notes.
F-3
Nvni Group Limited
Unaudited Condensed Consolidated Statements
of
Shareholders’ Equity for the six-months ended June 30, 2024, and 2023
(In thousands of Brazilian reais, unless otherwise stated)
Equity attributable to Equity Holder of the Parent
| Share Capital | Capital Reserves | Accumulated Losses | Attributable to owners of the parent | Non-controlling interests | Total Equity | |||||||||||||||||||
| Balances as of December 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||
| Subscription rights | ( | ) | ||||||||||||||||||||||
| Provision for share-based payment | ||||||||||||||||||||||||
| Initial recognition of non-controlling interest | ( | ) | ||||||||||||||||||||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||
| Net income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of June 30, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share Capital | Capital Reserves | Accumulated Losses | OCI | Attributable to owners of the parent | Non-controlling interests | Total Equity | ||||||||||||||||||||||
| Balances as of December 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||||||
| Provision for share-based payment | ||||||||||||||||||||||||||||
| Other comprehensive income | ( | ) | - | |||||||||||||||||||||||||
| Net income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
The above condensed consolidated statements of changes in equity should be read in conjunction with the accompanying notes.
F-4
Nvni Group Limited
Unaudited Condensed Consolidated Statements of
Cash Flows
for the six-months ended June 30, 2024, and 2023
(In thousands of Brazilian reais, unless otherwise stated)
| Six-Months Ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Cash flow from operating activities | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Adjustments for: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based payment expense | ||||||||
| Adjustment in provision for risks | ( | ) | ||||||
| Interest on loans, financing and debentures | ||||||||
| Interest on lease liabilities | ||||||||
| Allowance for expected credit loss | ||||||||
| (Gain) Loss on disposal of assets | ( | ) | ||||||
| Deferred and contingent consideration adjustment | ||||||||
| Employee bonus provision | ||||||||
| Fair value of derivative warrant liabilities | ( | ) | ||||||
| Fair value of subscription rights | ||||||||
| Decrease (increase) in operating assets: | ||||||||
| Trade accounts receivable | ) | |||||||
| Other assets | ( | ) | ( | ) | ||||
| Increase (decrease) in operating liabilities: | ||||||||
| Accounts payable to suppliers | ||||||||
| Salaries and labor charges | ||||||||
| Taxes and fees | ||||||||
| Deferred revenue | ( | ) | ||||||
| Other liabilities | ( | ) | ( | ) | ||||
| Income taxes paid | ( | ) | ( | ) | ||||
| Net cash from operating activities | ||||||||
| Investment activities | ||||||||
| Cash payments to acquire property and equipment | ( | ) | ( | ) | ||||
| Cash payments to acquire intangibles | ( | ) | ( | ) | ||||
| Net cash used in investment activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Payment of principal loans and financing | ( | ) | ( | ) | ||||
| Interest paid | ( | ) | ( | ) | ||||
| Payment of principal portion of lease liabilities | ( | ) | ( | ) | ||||
| Proceeds from debentures, loans, and financing | ||||||||
| Additions and contractual changes to the lease | ||||||||
| Capital increase | ||||||||
| Proceeds on issuance of subscription rights | ||||||||
| Distributions paid to non-controlling interest | ( | ) | ( | ) | ||||
| Payment of principal on related party loans | ( | ) | ||||||
| Payment of deferred and contingent consideration on acquisitions | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||
| Cash and cash equivalents at the end of the year | ||||||||
The above condensed consolidated statements of cash flows should be read in conjunction with the accompanying notes.
F-5
NVNI GROUP LIMITED
EXPLANATORY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024
(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 transferred all issued
and outstanding ordinary shares of Nuvini, with a par value of $
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, 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.
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.
F-6
Consolidated subsidiaries
| Subsidiaries | Place of Business/Country of Incorporation | Equity Ownership Held by the Company 12/31/2023 | Equity Ownership Held by the Company 6/30/2024 | |||||||
| Effecti Tecnologia Web LTDA. (“Effecti”) | % | % | ||||||||
| Leadlovers Tecnologia LTDA. (“Leadlovers”) | % | % | ||||||||
| Ipe Tecnologia LTDA. (“Ipe”) | % | % | ||||||||
| Dataminer Dados, Informacoes E DocumentosLTDA (“Datahub”) | % | % | ||||||||
| Onclick Sistemas de Informacao LTDA. (“Onclick”) | % | % | ||||||||
| Simplest Software LTDA (“Mercos”) | % | % | ||||||||
| Smart NX | % | % | ||||||||
| Nuvini S.A | % | % | ||||||||
| Nuvini LLC | % | % | ||||||||
Effecti
Effecti sells access to the “My Effecti” platform, a tool used by companies that wish to participate in bids. Within the platform, bidders can find, register, dispute and monitor the notices issued by the Brazilian federal, state and municipal government through electronic trading sessions.
Leadlovers
Nuvini acquired
Ipe
Nuvini acquired
Datahub
Nuvini acquired
Onclick
Nuvini acquired
| ● | A management ERP for retail, e-commerce, industry, distribution and services. |
| ● | Business management in technology offering IT solutions and business processes tailored to its customers. |
| ● | Complete integration solution to support various technologies involved in e-commerce operations. |
F-7
Mercos
Nuvini acquired
Smart NX
Nuvini acquired
Nuvini S.A.
Nuvini S.A. is a corporation duly incorporated under the laws of Brazil, with its head office at Rua Jesuíno Arruda, No. 769, Suite 20B, Itaim Bibi, São Paulo, Brazil. 04.532-082. Nuvini S.A. acquires and operates software companies within SaaS markets in Brazil. Nuvini S.A. is the leading private serial software business acquirer in Brazil and intends to use funding and capital markets access to continue expanding its acquisition strategy in Brazil and Latin America.
Nuvini LLC
Nuvini LLC was incorporated in the United States of America to explore opportunities for strategic partnerships abroad.
Note 2. Basis of presentation of the unaudited interim condensed consolidated financial information
The unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2024, have been prepared in accordance with IAS 34 — Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in an annual consolidated financial statement. Accordingly, this report is to be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2023. Additionally, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.
The accompanying unaudited condensed consolidated financial statements are presented in Brazilian Reais (“R$”) in conformity with IFRS Accounting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements comply with IFRS as issued by the International Accounting Standards Board.
F-8
Going concern
The accompanying interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
For the six-months ended
June 30, 2024, and 2023, the Company incurred a net loss of R$
To date, Nuvini has met its operations funding requirements primarily through the issuance of equity capital, loans and borrowings from financial institutions and related parties (including its CEO), private placements of debentures, deferred and/or contingent payment on acquisitions, and the issuance of subscription rights to investors, as well as from revenue generated from the Group’s operations. Nuvini S.A. holds debt in the Brazilian reais.
As of June 30, 2024 the Company had current debt obligations outstanding
of R$
On June 30, 2024, the Company
had cash and cash equivalents, including short-term investments, of R$
The Company’s future profitability and liquidity is particularly dependent upon the organic growth and operating performance of the Nuvini Acquired Companies and the expansion of its businesses through additional acquisitions of SaaS companies or SaaS-related assets. The Company cannot be certain when or if its operations will generate sufficient cash to fully fund its ongoing operations or the growth of its business. The Company’s business will likely require significant additional amounts of capital and expand operations to generate sufficient cash flow to meet its obligations on a timely basis.
The Company has determined that these factors raise substantial doubt about its ability to continue as a going concern.
Note 3. Summary of significant accounting policies
The interim condensed consolidated financial statements have been prepared in accordance with the accounting policies adopted in the Group’s most recent annual financial statements for the year ended December 31, 2023.
Use of estimates and judgments
The Company monitors its critical accounting estimates and judgments. For the interim period ended June 30, 2024, there were no changes in estimates and assumptions that present significant risks of assets and liabilities for the interim period, in relation to those detailed in Note 3. of the Company’s annual consolidated financial statements for the year ended December 31, 2023.
Note 4. Adoption of new and revised accounting standards
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual combined financial statements for the year ended December 31, 2023. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
F-9
Note 5. Deferred and Contingent Consideration on Acquisitions
| June 30, 2024 | December 31, 2023 | |||||||
| Current deferred and contingent consideration: | ||||||||
| Effecti | ||||||||
| Leadlovers | ||||||||
| Ipe | ||||||||
| Datahub | ||||||||
| Onclick | ||||||||
| Total current deferred and contingent consideration | ||||||||
| Non-current deferred and contingent consideration: | ||||||||
| Smart NX | ||||||||
| Total non-current deferred and contingent consideration | ||||||||
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.
| Balance at January 1, 2023 | ||||
| Initial recognition of deferred and contingent consideration relating to acquisitions | ||||
| Payments | ( | ) | ||
| Deferred and contingent consideration converted to equity | ( | ) | ||
| Contingent consideration adjustment | ||||
| Interest | ||||
| Balance at December 31, 2023 | ||||
| Payments | ( | ) | ||
| Interest | ||||
| Balance at June 30, 2024 |
F-10
Note 6. Financial instruments
The classification of financial
instruments is presented in the following table.
| Classification | Level | June 30, 2024 | December 31, 2023 | |||||||||
| Financial liabilities: | ||||||||||||
| Derivative warrants (note 15) | Level 1 | |||||||||||
| Contingent consideration on acquisitions (note 5) | Level 3 | |||||||||||
| Exposure premium - debentures (note 13) | Level 3 | |||||||||||
| Deferred consideration on acquisitions (note 5) | ||||||||||||
| Loans and financing (note 11) | ||||||||||||
| Debentures (note 13) | ||||||||||||
| Related parties (note 9) | ||||||||||||
Gains and losses on financial instruments that are measured at FVTPL are recognized as financial income or expense in the statement of profit or loss for the period. The carrying amount of the Group’s financial assets approximates fair value as of June 30, 2024, and December 31, 2023.
As of June 30, 2024, the contingent consideration on acquisitions was transferred from level 3 in the fair value hierarchy to amortized cost. The contingent consideration is no longer subject to adjustment of the earn-out and is based on actual billing rather than projected billing.
| Balance at January 1, 2023 | ||||
| Additions | ||||
| Transfer to equity (converted in shares) | ( | ) | ||
| Write off in the P&L | ( | ) | ||
| Balance at December 31, 2023 | ||||
| Write off in the P&L | ( | ) | ||
| Transfer based on change in classification | ( | ) | ||
| Balance at June 30, 2024 |
F-11
Financial risk management
Liquidity risk
Liquidity risk is the risk
in which the Group will encounter difficulties in complying with the obligations associated with its financial liabilities that are settled
with cash payments or other financial assets. The approach of the Group in liquidity management is to ensure, as much as possible, that
it always has sufficient liquidity to meet its obligations, under normal conditions, without causing unacceptable losses or with the risk
of harming the Group’s reputation. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity
date analysis will be significantly earlier, nor expect the actual cash flow amounts will be significantly different, although actual
payments may vary depending on market conditions and the Group’s future performance. The table below analyzes the Group’s
financial liabilities by maturity ranges corresponding to the remaining period between the balance sheet date and the contractual maturity
date.
| June 30, 2024 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Other liabilities | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures(i) | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Lease liabilities | ||||||||||||
| Related parties | ||||||||||||
| Total | ||||||||||||
| December 31, 2023 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Other liabilities | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures(i) | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Lease liabilities | ||||||||||||
| Related parties | ||||||||||||
| Total | ||||||||||||
| (i) |
| Less than 1 year | 1 to 3 years | 3 to 5 years | Total Liabilities | June 30, 2024 | ||||||||||||||||
| Debentures | ||||||||||||||||||||
F-12
Note 7. Cash and cash equivalents
| June 30, 2024 | December 31, 2023 | |||||||
| Cash and cash equivalents | ||||||||
| Short-term investments | ||||||||
| Total | ||||||||
Short-term investments
in the Group consist of liquid investments earning interest based on
Note 8. Trade accounts receivable
| June 30, 2024 | December 31, 2023 | |||||||
| Trade accounts receivable | ||||||||
| Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Trade accounts receivable, net | ||||||||
The balance of trade accounts receivable includes contract assets
totaling R$
| Balance as of January 1, 2023 | ( | ) | ||
| Allowance recorded during the year | ( | ) | ||
| As of June 30, 2023 | ( | ) | ||
| As of January 1, 2024 | ( | ) | ||
| Allowance recorded during the year | ( | ) | ||
| As of June 30, 2024 | ( | ) |
F-13
| June 30, 2024 | December 31, 2023 | |||||||
| Aging list: | ||||||||
| Current | ||||||||
| Due up to 30 days | ||||||||
| Due from 30 to 60 days | ||||||||
| Due from 60 to 90 days | ||||||||
| Overdue over 90 days | ||||||||
| Total | ||||||||
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
| June 30, 2024 | December 31, 2023 | |||||||
| Related party loan—Pierre Schurmann(i) | ||||||||
| Related party loan—Aury Ronan Francisco(ii) | ||||||||
| Total loans from related parties | ||||||||
| (i) |
| (ii) |
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.
| June 30, 2024 | December 31, 2023 | |||||||
| Short-term compensation (including salary) | ||||||||
| Short-term employee benefits | ||||||||
| Termination benefits | ||||||||
| Share-based compensation | ||||||||
| Total | ||||||||
F-14
Note 10. Salaries and labor charges
| June 30, 2024 | December 31, 2023 | |||||||
| Wages payable | ||||||||
| Accrued labor benefits | ||||||||
| Labor taxes | ||||||||
| Total salaries and labor charges | ||||||||
Note 11. Loans and financing
| Interest Rate | Maturity | June 30, 2024 | December 31, 2023 | |||||||||
| Loans: | ||||||||||||
| Santander Bank | ||||||||||||
| Bradesco Bank | ||||||||||||
| Bradesco Bank | ||||||||||||
| BNDES | ||||||||||||
| Total | ||||||||||||
| Current | ||||||||||||
| Non-current | ||||||||||||
Per the terms of the bank loan agreements, the institution may consider the loan to be due early in the case of certain events such as corporate reorganization or change of control. As of the date of these financial statements, there have been no calls for early maturity of the loans.
| June 30, 2024 | December 31, 2023 | |||||||
| 2025 | ||||||||
| 2026 | ||||||||
| Non-current liabilities | ||||||||
| Balance as of January 1, 2023 | ||||
| Additions | ||||
| Interest accrual | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| Balance as of December 31, 2023 | ||||
| Additions | ||||
| Interest accrual | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| Balance as of June 30, 2024 |
F-15
Accounts payable to suppliers
| June 30, 2024 | December 31, 2023 | |||||||
| Suppliers- National and foreign | ||||||||
| Suppliers - IPO transaction expenses(i) | ||||||||
| Trade accounts payable | ||||||||
| (i) |
Note 12. Loans from investors
| As of January 1, 2023 | ||||
| Additions | ||||
| Amortization | ( | ) | ||
| Interest accrual | ||||
| As of December 31, 2023 | ||||
| Additions | ||||
| Interest accrual | ||||
| As of June 30, 2024 |
Note 13. Debentures
On May 14, 2021, the Group
issued
F-16
| As of January 1, 2023 | ||||
| Interest incurred | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of December 31, 2023 | ||||
| Interest incurred | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of June 30, 2024 |
Collateral and guarantees
As of June 30, 2024, and December 31, 2023, all the shares representing the share capital of the subsidiaries Effecti, Leadlovers, Onclick and Datahub, have been pledged as collateral.
Covenants
The debentures have covenants
normally applicable to these types of operations related to the meeting of economic-financial indices on an annual basis, including (i)
gross debt indicator / pro forma EBITDA ratio less than or equal to 3.0x; (ii) pro forma EBITDA margin in relation to net revenue greater
than or equal to
As of June 30, 2024, the Group was not in compliance with these covenants.
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.
Exposure premium
As of June 30, 2024, and
December 31, 2023, the fair value of the Exposure Premium was R$
F-17
Note 14. Provision for risks
Provisions for risks are recognized when: (i) the Group has a present or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the value can be reliably estimated. The provisions for risks are estimated, considering management’s judgements, based in part on the advice and counsel of the Company’s legal advisors, as to the probability of loss and expected future amounts to settle the obligations.
The provision liability for
the periods ended June 30, 2024, and December 31, 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
| At January 1, 2023 | ||||
| Reversal of provision | ( | ) | ||
| Provision recorded during the period | ||||
| Additions by acquisition | ||||
| Additions by merger | ||||
| At December 31, 2023 | ||||
| Reversal of provision | ( | ) | ||
| At June 30, 2024 |
There were no changes in contingent liabilities recorded as of June 30, 2024.
Note 15. Equity and divestitures
Share capital
| Shares | ||||
| As of January 1, 2023 | ||||
| Shares issued | ||||
| As of June 30, 2023 | ||||
| Acquisition of Nvni Group Limited(*) | ||||
| As of December 31, 2023 | ||||
| As of January 1, 2024 | ||||
| Shares issued | ||||
| As of June 30, 2024 | ||||
| * |
F-18
| Shareholders | % Participation | Common Shares(i) | Subscribed and Paid- In Share Capital (R$) | |||||||||
| Former Nuvini Stockholders (Nuvini Holdings Limited) (i) | % | |||||||||||
| Public Stockholders | % | |||||||||||
| Mercato Founders | % | |||||||||||
| Maxim | % | |||||||||||
| PIPE Investors | % | |||||||||||
| Total | % | |||||||||||
| (i) |
Derivatives
| Public Warrants | Private Placement Warrants | Total | ||||||||||
| Initial Recognition at September 29, 2023 | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||
| Balance at December 31, 2023 | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||
| Balance at June 30, 2024 | ||||||||||||
Non-controlling Interest
| At January 1, 2023 | ||||
| Share of profit for the year | ||||
| Payment of dividends | ( | ) | ||
| At December 31, 2023 | ||||
| Share of profit for the year | ||||
| Payment of dividends | ( | ) | ||
| At June 30, 2024 |
| At January 1, 2023 | ||||
| Initial recognition | ||||
| Share of profit for the year | ||||
| Payment of dividends | ( | ) | ||
| At December 31, 2023 | ||||
| Share of profit for the year | ||||
| At June 30, 2024 | ||||
F-19
Note 16. Net loss per share
As the Company reported a
loss for the six-month period ended June 30, 2024, and 2023, the number of shares used to calculate diluted loss per share of common shares
attributable to common shareholders is the same as the number of shares used to calculate basic loss per share of common shares attributable
to common shareholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the
calculation.
| Six-Months Ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Net loss | ( | ) | ( | ) | ||||
| Weighted average shares outstanding—basic and diluted(i) | ||||||||
| Net loss per ordinary share—basic and diluted | ( | ) | ( | ) | ||||
| (i) |
Note 17. Net operating revenue
The Group recognizes operating revenue from its B2B SaaS platform where revenues are disaggregated as SaaS platform subscription services, and data analytics service, set-up and other services. Revenues are recorded net of applicable municipal service taxes (ISS) and federal vat (PIS and COFINS) taxes, as well as contract cancellations and returns.
| June 30, 2024 | June 30, 2023 | |||||||
| Gross operating revenue | ||||||||
| Revenue deductions: | ||||||||
| Cancellations and returns | ( | ) | ( | ) | ||||
| Taxes on services | ( | ) | ( | ) | ||||
| Total revenue deductions | ( | ) | ( | ) | ||||
| Net operating revenue | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Platform subscription service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from platform subscription service | ||||||||
| Data analytics service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from data analytics service | ||||||||
| Set-up and service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from set-up and service | ||||||||
| Other revenue | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Other revenue | ||||||||
| Total net operating revenue | ||||||||
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.
| At January 1, 2023 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| Increase from changes based on work in progress | ||||
| At December 31, 2023 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| At June 30, 2024 |
F-20
| At January 1, 2023 | ||||
| Increase in deferred revenue in the current year | ||||
| Revenue recognized during the current year | ( | ) | ||
| At December 31, 2023 | ||||
| Increase in deferred revenue in the current year | ||||
| Revenue recognized during the current year | ( | ) | ||
| At June 30, 2024 |
Note 18. Cost and expenses by nature
| June 30, 2024 | June 30, 2023 | |||||||
| Payroll | ( | ) | ( | ) | ||||
| Third-party services and others | ( | ) | ( | ) | ||||
| Business and marketing expenses | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Amortization | ( | ) | ( | ) | ||||
| Audit and consulting | ( | ) | ( | ) | ||||
| Other administrative expenses | ( | ) | ( | ) | ||||
| Provisions | ||||||||
| Total | ( | ) | ( | ) | ||||
| Cost of services provided | ( | ) | ( | ) | ||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other operating income (expenses), net | ||||||||
| Total | ( | ) | ( | ) | ||||
Note 19. Financial income and expense, net
| June 30, 2024 | June 30, 2023 | |||||||
| Financial income: | ||||||||
| Income on financial investments | ||||||||
| Interest income | ||||||||
| Discounts obtained | ||||||||
| Exchange variation (foreign exchange profit) | ||||||||
| Total | ||||||||
| Financial Expenses: | ||||||||
| Contingent consideration fair value adjustments | ( | ) | ( | ) | ||||
| Interest on loans, financing and debentures | ( | ) | ( | ) | ||||
| Other interest and expense | ( | ) | ( | ) | ||||
| Exchange variation (foreign exchange losses) | ( | ) | ( | ) | ||||
| Total | ( | ) | ( | ) | ||||
| Financial income and expense, net | ( | ) | ( | ) | ||||
F-21
Note 20. Income tax
Considering that the Company
is domiciled in Cayman and there is no income tax in that jurisdiction, the combined tax rate of
| As of June 30, | ||||||||
| 2024 | 2023 | |||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax recorded in the income for the year | ( | ) | ( | ) | ||||
| Current tax | ( | ) | ( | ) | ||||
| Deferred tax | ||||||||
| Effective tax rate | % | % | ||||||
Deferred tax liability
As of June 30, 2024, and
December 31, 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$
Note 21. 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.
Segment revenue and non-current assets by geographical area
In presenting the geographical
information, revenue is based on the region in which the customer is located. All intellectual property is located in Brazil. Assets are
based on the geographic locations of the assets which are also centrally located in Brazil; therefore, the Group operates in
For the six-month periods
ended June 30, 2024, and 2023, the Group generated
The Company’s non-current assets are entirely located in Brazil as of June 30, 2024, and December 31, 2023.
F-22
Note 22. Supplementary items to the cash flow
| June 30, 2023 | ||||
| Business combination: | ||||
| Trade accounts receivable, net | ||||
| Other current assets | ||||
| Property and equipment, net | ||||
| Right-of-use assets | ||||
| Intangible assets | ||||
| Goodwill | ||||
| Other non-current assets | ||||
| Accounts payable to suppliers | ( | ) | ||
| Salaries and labor charges | ( | ) | ||
| Loans and financing | ( | ) | ||
| Right-of-use lease liabilities | ( | ) | ||
| Taxes and fees | ( | ) | ||
| Deferred taxes | ( | ) | ||
| Deferred and contingent consideration | ( | ) | ||
| Other liabilities | ( | ) | ||
| Provisions for risks | ( | ) | ||
| Recognition of lease right-of-use asset in exchange for lease liabilities: | ||||
| Property and equipment, net | ||||
| Lease liability | ( | ) | ||
| Conversion of subscription rights to capital shares: | ||||
| Capital reserve | ( | ) | ||
| Share capital | ( | ) | ||
Note 23. Subsequent events
The Group evaluated subsequent events and transactions that occurred after the balance sheet date up to January 30, 2025, the date the financial statements were available to be issued.
On December 27, 2024, Nvni Group Limited, 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
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$
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 Rules 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. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for the filing of its Interim Financials, or until June 30, 2025, to regain compliance.
F-23
Exhibit 99.2
Nvni Group Limited Reports Strong Growth in First Half 2024 Results
Adjusted EBITDA Up 25%, Operating Profitability Shows Significant Improvement
New York, February 3 2025 – Nvni Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer of private SaaS B2B companies in Latin America, today announced its unaudited financial results for the first half of 2024, reflecting continued revenue growth, operational efficiencies, and financial resilience.
Key Financial Highlights:
| ● | Operating Profit: R$14.2 million, a dramatic increase from R$0.3 million in the prior year period, demonstrating improved operational efficiencies and cost management. |
| ● | Adjusted EBITDA: R$26.5 million, a 25% increase from R$21.2 million in H1 2023, reflecting improved profitability and disciplined cost control. |
| ● | Net Revenue: R$92.2 million, a 12.5% increase compared to R$81.9 million in H1 2023. |
| ● | Net Cash from Operating Activities: R$16.3 million, further reinforcing the Company’s ability to generate strong cash flow from its growing operations. |
CEO Commentary:
“Nuvini’s H1 2024 results showcase our ability to drive sustainable growth and optimize operational performance,” said Pierre Schurmann, CEO of Nuvini. “We have made significant strides in improving profitability while continuing to expand our revenue base. Our disciplined acquisition strategy and operational enhancements are positioning Nuvini as a leader in the Latin American SaaS market.”
Operational and Strategic Highlights:
| ● | Revenue Growth Across Portfolio: Increased customer retention and a growing client base contributed to the double-digit revenue growth. |
| ● | Improved Cost Management: Sales and marketing expenses decreased by 11.6%, demonstrating greater efficiency in customer acquisition. |
| ● | Enhanced Cash Flow: The Company’s strong net cash from operations of R$16.3 million further solidifies its ability to fund future growth initiatives. |
| ● | Technology and Product Enhancements: Continued investments in AI-driven solutions and platform improvements, aimed at delivering enhanced value to customers. |
Looking Ahead:
Nuvini remains focused on accelerating growth through both organic expansion and strategic acquisitions. The Company’s robust acquisition pipeline, coupled with its ability to integrate and optimize acquired businesses, sets the stage for continued success in 2025.
“As we move forward, we remain committed to executing our strategy, delivering value to our shareholders, and strengthening our position as a key player in the SaaS consolidation market,” added Schurmann.
Investor Relations Contact:
Sofia Toledo
ir@nuvini.co
Forward-Looking Statements
Some of the statements contained in this press release include or may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies regarding the future. The forward-looking statements contained in this press release are based on current expectations and beliefs concerning future developments and their potential effects on Nuvini. There can be no assurance that future developments affecting Nuvini will be those that we have anticipated. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,” “may,” “likely,” “plan,” “probably” or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this press release include, but are not limited to, statements about the ability of Nuvini to: realize the benefits expected from this strategic partnership; achieve projections and anticipate uncertainties relating to the business, operations and financial performance of Nuvini, including (i) expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions, (ii) expectations regarding market size, future acquisitions, partnerships or other relationships with third parties, (iii) expectations on Nuvini’s proprietary technology and related intellectual property rights, and (iv) future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future; enhance future operating and financial results; comply with applicable laws and regulations; stay abreast of modified or new laws and regulations applying to its business, including privacy regulation; anticipate rapid technological changes; and effectively respond to general economic and business conditions.
While forward-looking statements reflect Nuvini’s good faith beliefs, they are not guarantees of future performance. Nuvini disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. For a further discussion of these and other factors that could cause Nuvini’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section “Risk Factors” of the Registration Statement in Form F-4 filed by Nuvini with the U.S. Securities and Exchange Commission on September 6, 2023 under number 333-272688. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Nuvini.
Exhibit 99.3
1 CONFIDENTIAL CONFIDENTIAL 1H2024 Earnings Presentation
2 CONFIDENTIAL Disclaimer Some of the statements contained in this press release include or may include “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Exchange Act of 1934 , as amended, which are intended to be covered by the safe harbors created by those laws . These forward - looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies regarding the future . The forward - looking statements contained in this press release are based on current expectations and beliefs concerning future developments and their potential effects on Nuvini . There can be no assurance that future developments affecting Nuvini will be those that we have anticipated . Where a forward - looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis . All statements other than statements of historical fact may be forward - looking statements . The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,” “may,” “likely,” “plan,” “probably” or similar words may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking . Forward - looking statements contained in this press release include, but are not limited to, statements about the ability of Nuvini to : realize the benefits expected from this strategic partnership ; achieve projections and anticipate uncertainties relating to the business, operations and financial performance of Nuvini, including (i) expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions, (ii) expectations regarding market size, future acquisitions, partnerships or other relationships with third parties, (iii) expectations on Nuvini’s proprietary technology and related intellectual property rights, and (iv) future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future ; enhance future operating and financial results ; comply with applicable laws and regulations ; stay abreast of modified or new laws and regulations applying to its business, including privacy regulation ; anticipate rapid technological changes ; and effectively respond to general economic and business conditions . While forward - looking statements reflect Nuvini’s good faith beliefs, they are not guarantees of future performance . Nuvini disclaims any obligation to publicly update or revise any forward - looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law . For a further discussion of these and other factors that could cause Nuvini’s future results, performance or transactions to differ significantly from those expressed in any forward - looking statement, please see the section “Risk Factors” of the Registration Statement in Form F - 4 filed by Nuvini with the U . S . Securities and Exchange Commission on September 6 , 2023 under number 333 - 272688 . You should not place undue reliance on any forward - looking statements, which are based only on information currently available to Nuvini . NVNI provides certain non - IFRS measures as additional information relating to its operating results as a complement to results provided in accordance with IFRS . The non - IFRS financial information presented herein should be considered together with, and not as a substitute for or superior to, the financial information presented in accordance with IFRS . There are significant limitations associated with the use of non - IFRS financial measures . Further, these measures may differ from the non - IFRS information, even where similarly titled, used by other companies and therefore should not be used to compare NVNI's performance to that of other companies .
3 CONFIDENTIAL Earnings Presentation Source: Nuvini Message from Nuvini’s CEO Pierre Schurmann Nuvini’s H 1 2024 results showcase our ability to drive sustainable growth and optimize operational performance . We have made significant strides in improving profitability while continuing to expand our revenue base . Our disciplined acquisition strategy and operational enhancements are positioning Nuvini as a leader in the Latin American SaaS market .
4 CONFIDENTIAL Market, Fundraising and Arbitrage 1 2 3 4 5 Lower Cost of Capital In the US, the cost of capital has historically been lower than in Brazil due to greater economic stability and lower interest rates (despite recent increases by the Federal Reserve) . Investment companies able to raise funds in dollars at lower interest rates can structure acquisitions with a lower cost of financing than would be the case in Brazil . Rising Interest Rates in Brazil and the Impact on SaaS Companies The rise in the cost of borrowing in Brazil has a direct impact on technology companies, including SaaS, which often rely on capital for expansion . Startups and mid - sized companies are finding it difficult to raise funds in the domestic market, which reduces their valuation and opens up acquisition opportunities at lower multiples . Currency Depreciation and Arbitrage If the real depreciates against the dollar, capital raised abroad can be converted into even higher value in Brazil, increasing purchasing power . This allows acquisitions to be made at more attractive prices, taking advantage of the exchange rate differential and reduced competition for assets due to local credit restrictions . Less Competition for Assets High interest rates make it difficult for local investors and funds to finance acquisitions . Those with access to cheaper and less restrictive capital (such as raising funds in the US) have a strategic advantage in consolidating SaaS companies at discounted prices . Opportunity to Consolidate a Fragmented Market The SaaS sector in Brazil is still fragmented, with many small and medium - sized companies . With reduced valuations due to local financing difficulties, there is a window of opportunity for strategic acquisitions aimed at consolidation and economies of scale . Borrowing cheaply in the US and investing in SaaS companies in Brazil at a time of high interest rates creates a favourable situation for financial arbitrage. The current scenario favours investors who have access to foreign capital, allowing for acquisitions at low multiples and strategic long - term growth opportunities.
5 CONFIDENTIAL First Half 2024 Disclosure
6 CONFIDENTIAL Nuvini’s First Half 2024 Summary Financial Measures • Operating Profit : R$14.2 million, a dramatic increase from R$0.3 million in the prior year period, demonstrating improved operational efficiencies and cost management. • Adjusted EBITDA: R$26.5 million, a 25% increase from R$21.2 million in H1 2023, reflecting improved profitability and disciplined cost control. • Net Revenue: R$92.2 million, a 12.5% increase compared to R$81.9 million in H1 2023. • Net Cash from Operating Activities: R$16.3 million, further reinforcing the Company’s ability to generate strong cash flow from its growing operations. • Revenue Growth Across Portfolio: Increased customer retention and a growing client base contributed to the double - digit revenue growth. • Improved Cost Management: Sales and marketing expenses decreased by 11.6%, demonstrating greater efficiency in customer acquisition. • Enhanced Cash Flow: The Company’s strong net cash from operations of R$16.3 million further solidifies its ability to fund future growth initiatives. • Technology and Product Enhancements: Continued investments in AI - driven solutions and platform improvements, aimed at delivering enhanced value to customers. Operational and Strategic
7 CONFIDENTIAL Saas Metrics Net Revenue Breakdown and Saas Metrics Δ % 1H23 1H24 (in thousands of Brazilian reais) 18% 71,382 83,916 SaaS platform subscription services - 40% 6,291 3,784 Data analytics service 1% 3,934 3,973 Set - up and service 41% 340 481 Other revenue 12% 81,947 92,154 Total net operating revenue Net Revenue Breakdown Nuvini Group Clients Total active customer base Recurrence percentage subscriptions on a recurring monthly basis ARPU Average Revenue Per User (in thousands of Brazilian reais) Churn % (at period end) LTV / CAC Client Acquisition Cost 21,718 22,055 87.1 % 91.1 % 3,8 4,2 3,5% 2,8% 3x 6x 1H24 1H23
8 CONFIDENTIAL Consolidated Statement of Profit or Loss Data (1) For convenience purposes only, amounts in reais for the six - month period ended June 30, 2024, have been translated to U.S. dolla rs using an exchange rate of R$5.5583 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2024, as reported by the Central Bank of Brazil. These translations should not be considered representations that any such amounts hav e b een, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Exchange rate instability may have adverse effects on the Brazilian economy, the Nuvini Group’s businesses and the trading prices of Nuvini Ordinary Sh are s and Nuvini Warrants.”
9 CONFIDENTIAL Reconciliation of Non - GAAP Financial Measures (1) For convenience purposes only, amounts in reais for the six - month period ended June 30, 2024, have been translated to U.S. dolla rs using an exchange rate of R$5.5583 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2024, as reported by the Central Bank of Brazil. These translations should not be considered representations that any such amounts hav e b een, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Exchange rate instability may have adverse effects on the Brazilian economy, the Nuvini Group’s businesses and the trading prices of Nuvini Ordinary Sh are s and Nuvini Warrants.”
10 CONFIDENTIAL Consolidated Statement of Financial Position Data (1) For convenience purposes only, amounts in reais for the six - month period ended June 30, 2024, have been translated to U.S. dolla rs using an exchange rate of R$5.5583 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2024, as reported by the Central Bank of Brazil. These translations should not be considered representations that any such amounts hav e b een, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Exchange rate instability may have adverse effects on the Brazilian economy, the Nuvini Group’s businesses and the trading prices of Nuvini Ordinary Sh are s and Nuvini Warrants.”
11 CONFIDENTIAL CONFIDENTIAL Investor Relations Contact Sophia Toledo ir@nuvini.co Thank you