Nvni Group Ltd 20-F for FY2025
Nvni Group Ltd (NVNIF)
About this 20-F
Nvni Group Ltd filed this 20-F on April 30, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 196.74M BRL
- up 1.8% from 193.28M BRL a year earlier
- Net income
- 112.92M BRL
- up 31.0% from net income of 86.17M BRL a year earlier
- Diluted EPS
- -11.34 BRL
- compared with -25.83 BRL a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report:
Commission File Number:
(Exact name of Registrant as specified in its charter)
| Not applicable | ||
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
(Address of principal executive offices)
Telephone: (
Email:
At the address of the Company set forth above
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
(Nasdaq Capital Market) | ||||
(Nasdaq Capital Market) |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the shell company report: As of December 31, 2025, the issuer
had
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If this report is an annual
or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. Yes ☐
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | 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 13(a)
of the Exchange 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.
Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ U.S. GAAP
☒
☐ Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report,
indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
TABLE OF CONTENTS
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ii
PART I
INTRODUCTION
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained in this annual report on Form 20-F (this “Annual Report”) include or may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), 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 annual report are based on current expectations and beliefs concerning future developments and their potential effects on Nvni Group Limited (“Nuvini”). There can be no assurance that future developments affecting the Company 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.
The risk factors and cautionary language referred to or incorporated by reference in this Annual Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements. The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Please see “Item 3. Key Information—D. Risk Factors” of this Annual Report, those discussed and identified in public filings we made with the Securities and Exchange Commission (the “SEC”) and the following important factors relating to the Company’s ability to:
| ● | maintain the listing of the Ordinary Shares and Warrants on The Nasdaq Capital Market; |
| ● | raise financing on commercially reasonable terms in the future; |
| ● | anticipate trends in the software-as-a-service (“SaaS”) market in Latin America; |
| ● | implement expansion plans and opportunities; |
| ● | retain and hire necessary employees; |
| ● | attract, train and retain effective officers, key employees or directors; |
| ● | 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 the impact of, and response to, new accounting standards; |
| ● | anticipate the significance and timing of contractual obligations; |
| ● | maintain key strategic relationships with partners and customers; |
| ● | successfully defend litigation; |
| ● | upgrade, maintain and secure information technology systems; |
| ● | acquire, maintain and protect intellectual property; |
| ● | anticipate rapid technological changes; |
| ● | meet future liquidity requirements; |
| ● | effectively respond to general economic and business conditions; and |
| ● | obtain additional capital. |
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While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. Except as otherwise required by applicable law, the Company 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 Annual Report, except as required by applicable law. For a further discussion of these and other factors that could cause the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section “Item 3. Key Information —D. Risk Factors” of this Annual Report. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company.
Frequently Used Terms
Throughout this Annual Report, unless otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” “the Company” and “our company” refer to Nvni Group Limited and its subsidiaries and consolidated affiliated entities, which prior to the Business Combination was the business of Nuvini Holdings Limited and its subsidiaries and consolidated affiliated entities. References to “Nuvini” mean Nvni Group Limited and its consolidated subsidiaries and consolidated affiliated entities, and references to “the Registrant” mean Nvni Group Limited. Unless the context requires otherwise, all references to “our financial statements” mean the financial statements of the Registrant included herein.
The term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil. “Central Bank” refers to the Brazilian Central Bank (Banco Central do Brasil). References in this Annual Report to “real,” “reais” or “R$” refer to the Brazilian real, the official currency of Brazil and references to “U.S. dollar,” “U.S. dollars” or “US$” refer to U.S. dollars, the official currency of the United States.
Unless otherwise stated in this document or the context otherwise requires:
“B2B” means business-to-business.
“B2C” means business-to-client.
“Business Combination” means the transactions contemplated by the Business Combination Agreement.
“Business Combination Agreement” means the Business Combination Agreement, dated February 26, 2023, and as amended from time to time, by and among Mercato, Nuvini, Nuvini Holding and Merger Sub.
“CDI” means the average of interbank overnight rates in Brazil.
“Closing” means the closing of the transactions contemplated by the Business Combination Agreement.
“Closing Date” means September 29, 2023, the date on which the Closing occurs.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks.
“CRM” means client relationship management.
“Debentures” means the non-convertible debentures issued by Nuvini S.A. in a single series on May 14, 2021.
“Debenture Agreement” means the agreements entered into with Debenture Holders on May 14, 2021.
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“Debenture First Issue” means the 61,000 Debentures issued by Nuvini S.A. to Debenture Holders.
“Debenture Holders” means the holders of Debentures issued by Nuvini S.A. on May 14, 2021.
“EBITDA” means earnings before interest, taxes, depreciation and amortization.
“Equity Incentive Plan” means the Nuvini 2023 Incentive Award Plan.
“ERP” means the enterprise resource planning software system which assists organizations automate and manage core business processes, such as accounting, procurement, project management, risk management and compliance, and supply chain operations.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Exchange Ratio” means the quotient obtained by dividing (a) the Per Share Company Value by (b) $10.00.
“Exposure Premium” means the additional contingent payment Nuvini S.A. agreed to provide Debenture Holders to mitigate the Debenture Holders’ risk related to the value of the Debentures.
“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended.
“GAAP” means United States’ generally accepted accounting principles.
“GDPR” means the General Data Protection Regulation.
“IFRS” means the IFRS Accounting Standards, as issued by the IASB.
“Latin America” means Mexico and the countries within South America, Central America and the Caribbean islands.
“Lock-up Agreement” means the Lock-up Agreement, dated September 29, 2023, by and between Nuvini and each of the stockholders of the Company to be listed on Exhibit A thereto, incorporated by reference in this Annual Report to Exhibit 4.3 to Nuvini’s Shell Company Report on Form 20-F (File No. 001-41823), filed with the SEC on September 29, 2023.
“Mercato” means Mercato Partners Acquisition Corporation, a Delaware corporation, which, after the Business Combination, became a wholly owned indirect subsidiary of Nuvini.
“Merger Sub” means Nuvini Merger Sub, Inc., a Delaware corporation that will be a direct wholly-owned subsidiary of Intermediate 2 on and prior to the Closing Date.
“Nasdaq” means the Nasdaq Stock Market LLC.
“Nuvini” means Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands.
“Nuvini Acquired Companies” means the subsidiaries that Nuvini acquires and operates, namely, Effecti Tecnologia Web Ltda., Leadlovers Tecnologia Ltda., Ipê Tecnologia Digital Ltda., Dataminer Dados, Onclick Sistemas de Informação Ltda. and Simplest Software Ltda.
“Nuvini Articles” means the Second Amended and Restated Memorandum and Articles of Association of Nuvini (as amended from time to time).
“Nuvini Board” means the board of directors of Nuvini.
“Nvni” means Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands.
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“Nuvini Holdings Limited” means Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct wholly owned subsidiary of Nuvini.
“Nuvini Group” means Nuvini, Nuvini S.A., the Nuvini Acquired Companies and any other subsidiaries of Nuvini S.A.
“Nuvini Option” means, as of any determination time, each option to purchase Nuvini Ordinary Shares that is outstanding and unexercised, whether granted under the Stock Option Plan of Nuvini S.A. or otherwise.
“Nuvini Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of NVNI.
“Nuvini S.A.” means Nuvini S.A., a corporation (sociedade por ações) duly incorporated and organized under the laws of Brazil.
“Nuvini Shareholder” means a holder of Nuvini Ordinary Shares.
“Nuvini Warrants” means the 23,050,000 warrants issued by us, consisting of 11,000,000 public warrants and 11,550,000 private warrants to purchase one Nuvini Ordinary Shares at a price of $11.50, subject to adjustment.
“PCAOB” means the U.S. Public Company Accounting Oversight Board.
“Registration Rights Agreement” means the Registration Rights Agreement, dated September 29, 2023, by and among Nuvini, Mercato Partners Acquisition Group, LLC, certain parties set forth on Exhibit A thereto and certain former shareholders of Nuvini Holdings Limited set forth on Exhibit B thereto.
“SaaS” means Software as a Service.
“Sarbanes-Oxley Act” means the U.S. Sarbanes-Oxley Act of 2002.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of February 26, 2023, by and among the Sponsor, the persons listed on Schedule I thereto, Mercato, Nuvini and Nuvini Holdings.
“Stock Option Plan” means Nuvini S.A.’s stock option plan, as of November 27, 2020, as amended (Plano de Outorga de Opção de Subscrição de Ações da Nuvini).
“Voting and Support Agreement” means the Shareholder Voting and Support Agreement dated as of February 26, 2023, by and among Heru Investment Holdings Ltd, Mercato, Nuvini Holdings and Nuvini.
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Financial Information
Nuvini was incorporated on November 16, 2022, as a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies for the purpose of effecting the Business Combination. Prior to the Business Combination, Nuvini had limited or no assets, operations or activities. On September 29, 2023, we completed the Business Combination, and Nuvini became the holding entity of Nuvini Holdings and Nuvini S.A.
The historical operations of Nuvini are deemed to be those of Nuvini S.A. Thus, the financial statements included in this Annual Report reflect the consolidated results of Nuvini as of December 31, 2025. The audited consolidated financial statements as of December 31, 2025, and 2024 and for the three years in the year ended December 31, 2025, 2024 and 2023, included in this Annual Report have been prepared in accordance with IFRS Accounting Standards as issued by IASB, which we refer to as our financial statements.
Certain amounts and percentages included in this Annual Report have been rounded for ease of presentation. Percentage figures included in this Annual Report have not been calculated in all cases on the basis of the rounded figures but on the basis of the original amounts prior to rounding. For this reason, certain percentage amounts in this Annual Report may vary from those obtained by performing the same calculations using the figures in our audited consolidated financial statements. The tables included in this Annual Report may not total due to rounding.
References to “U.S. dollars” and “US$” are to currency of the United States of America and references to “R$” are to the currency of Brazil, also known as the Brazilian “Real.” All financial information presented in this Annual Report is in U.S. dollars unless otherwise expressly stated.
Special Note Regarding Non-GAAP Financial Measures
This Annual Report includes certain references to prospective and historical financial measures for Nuvini that were not prepared in accordance with IFRS Accounting Standards, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Free Cash Flow. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Nuvini’s consolidated financial results prepared in accordance with IFRS Accounting Standards. For additional information, see the section entitled “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-IFRS Financial Measures.”
Market Data
Market, ranking and industry data used throughout this Annual Report, including statements regarding market size and technology/data adoption rates, is based on the good faith estimates of our management, which in turn are based upon our management’s review of independent industry surveys and publications and other third-party research and publicly available information, as indicated. Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this Annual Report. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Item 3. Key Information—D. Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
Emerging Growth Company Status
Nuvini is an “emerging growth company” as defined in the JOBS Act. Nuvini will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the effective date of the registration statement Registration Statement on Form F-4 (File No. 333-272688), which is September 7, 2023, (b) in which Nuvini has total annual gross revenue of at least US$1.235 billion or (c) in which Nuvini is deemed to be a large accelerated filer, which means the market value of Nuvini Ordinary Shares held by non-affiliates exceeds US$700 million as of the last business day of Nuvini’s prior second fiscal quarter, and (ii) the date on which Nuvini issued more than US$1.0 billion in non-convertible debt during the prior three-year period. Nuvini intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that Nuvini’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
[Reserved]
Capitalization and Indebtedness
Not applicable.
Reasons for the Offer and Use of Proceeds
Not applicable.
Risk Factors
The following risk factors apply to the business and operations of the Nuvini Group. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of the Nuvini Group. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report, including the sections titled “Cautionary Note Regarding Forward-Looking Statements,” and “Item 5. Operating and Financial Review and Prospects,” and our audited consolidated financial statements and accompanying notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, or which are not identified because they are generally common to businesses, may also become important factors that adversely affect our business. If any of these risks actually occurs, alone or in combination with other events or circumstances, our business, financial condition, results of operations, future prospects and reputation could be materially and adversely affected.
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.
We have incurred net losses in every period since inception and expect to continue to incur net losses for the near- and medium-term as we invest in acquisitions, expansion and public-company infrastructure. Specifically, we reported net losses of R$106.9 million, R$78.2 million, and R$247.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, with a working capital deficit of R$348.5 million as of December 31, 2025, and approximately R$348.3 million as of December 31, 2024. It’s important to note that the 2023 results were significantly impacted by non-cash charges related to the SPAC merger, which accounted for a substantial portion of the reported losses. Additionally, while all of Nuvini’s acquired companies are profitable, acquisition-related costs affect the consolidated financial statements, reflecting the investments required to fuel future growth.
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Despite these figures, Nuvini remains committed to building long-term value and scaling its operations. The company is focused on unlocking the full potential of its acquired companies through organic growth, operational improvements, and further acquisitions of SaaS companies or related assets. While profitability may take time to achieve, Nuvini is confident in its strategy to expand and strengthen its portfolio. The pursuit of additional capital resources will be vital to support this growth, and management is actively exploring financing options, including loans, equity sales, and strategic investments, to ensure the company’s continued success.
Nuvini’s management remains positive about the company’s future and is committed to addressing its financial obligations. Although the audit report for the year ended December 31, 2025, includes an explanatory paragraph regarding Nuvini’s ability to continue as a going concern, the company is taking proactive steps to strengthen its financial position. Nuvini’s audited consolidated financial statements as of and for the year ended December 31, 2025, do not include any adjustments that may result from the outcome of this uncertainty. For further discussion on Nuvini’s assessment of going concern, see “Note 2—Basis of presentation” of Nuvini’s consolidated financial statements included “Item 18 – Financial Statements.”
The Nuvini Group’s growth strategy depends in large part on continued acquisitions of SaaS businesses. Nuvini may not be able to identify suitable acquisition candidates or complete acquisitions successfully.
The Nuvini Group’s future growth is dependent in large part on Nuvini’s ability to acquire new businesses. Nuvini has been continuously seeking additional acquisition opportunities to expand into new markets in Latin America and enhance Nuvini’s position in Brazil where the Nuvini Group’s substantial operations are. There are no assurances, however, that Nuvini will be able to successfully identify suitable candidates, negotiate appropriate terms, obtain financing on acceptable terms, complete proposed acquisitions or expand into new markets. Once acquired, operations of acquired businesses may not achieve anticipated levels of revenues, profitability or cash flows.
Nuvini’s ability to successfully expand its business through acquisitions depends on several factors, including its ability to successfully integrate acquired businesses. Nuvini provides limited back-office support to the Nuvini Acquired Companies and does not integrate the Nuvini Acquired Companies’ actual proprietary SaaS business operations that are being conducted by the Nuvini Acquired Companies within their respective entities as subsidiaries to Nuvini. Each Nuvini Acquired Company’s engineering, human resources and operations teams will continue to operate independently and report to Nuvini Acquired Company’s own set of management. Although Nuvini’s management will endeavor to evaluate the risks inherent in any particular transaction, there are no assurances that it will properly ascertain all such risks. Moreover, prior acquisitions have resulted, and future acquisitions could result, in the incurrence of substantial additional indebtedness and other expenses. Future acquisitions may also result in potentially dilutive issuances of equity securities.
Any failure to effectively manage Nuvini’s growth through acquisitions may disrupt the Nuvini Group’s operations and adversely affect its operating results.
Since Nuvini’s inception, Nuvini has completed seven acquisitions and plans to continue acquiring other SaaS businesses in the future. Growth and expansion resulting from future acquisitions significantly require Nuvini’s management resources. Any future acquisitions involve a number of special risks, including the following:
| ● | failure to maximize the potential financial and strategic benefits of the transaction; |
| ● | impairment of assets related to resulting goodwill; |
| ● | reductions in future operating results from amortization of intangible assets; |
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| ● | problems integrating and divesting the operations, technologies, personnel, services or products over geographically disparate locations; |
| ● | unanticipated costs, taxes, litigation and other contingent liabilities; |
| ● | significant diversion of management’s attention from our core business and diversion of key employees’ time and resources; and |
| ● | licensing, indemnity or other conflicts between existing businesses and acquired businesses. |
Future acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company may not be adequately reflected, if at all, in the historical financial statements of such company and the risk that such historical financial statements may be based on assumptions that are incorrect or inconsistent with Nuvini’s assumptions or accounting policies. Nuvini may not be able to manage such expansion effectively and its failure to do so could lead to a disruption in Nuvini’s business, a loss of clients and revenues, and increased expenses.
Nuvini has experienced rapid growth and expects to invest in its growth for the foreseeable future. If Nuvini fails to manage its growth effectively, its business, operating results and financial condition would be adversely affected.
Nuvini has experienced rapid growth in recent periods. For example, Nuvini’s net operating revenue for the year ended December 31, 2025, has grown 2%, from R$193.3 million in 2024 to R$196.7 million in 2025. The expected continued growth and expansion of Nuvini and the Nuvini Acquired Companies’ businesses may place a significant strain on management, business operations, financial condition, infrastructure and corporate culture.
With continued growth, Nuvini’s information technology systems and internal control over financial reporting and procedures may not be adequate to support the Nuvini Acquired Companies’ operations and may be subject to data security incidents that may interrupt business operations and allow third parties to obtain unauthorized access to business information or misappropriate funds. Nuvini may also face risks to the extent such third parties infiltrate the information technology infrastructure of its contractors.
To manage growth in operations and personnel, the Nuvini Group have to continuously improve its operational, financial and management controls and reporting systems and procedures. Failure to effectively manage its growth could result in difficulty or delays in the Nuvini Acquired Companies’ ability to attract new clients, decline in quality or client satisfaction, increases in costs, introduction of new products and services, enhancements of existing products and services, loss of clients; information security vulnerabilities or other operational difficulties, any of which could adversely affect Nuvini’s business performance and operating results. Nuvini’s strategy is based on a combination of growth and M&A, and any inability to scale the Nuvini Acquired Companies while also acquiring new companies may impact Nuvini’s growth trajectory and results of operations.
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.
Nuvini has funded its operations since inception primarily through equity financings, loans and borrowings from financial institutions and the Nuvini Group’s operations. Nuvini is uncertain when or if the Nuvini Acquired Companies’ operations will generate sufficient cash to fully fund their ongoing operations or the growth of the Nuvini Group’s business. Nuvini intends to continue to make investments to support the Nuvini Group’s business, which may require Nuvini to engage in equity or debt financings to secure additional funds. Additional financing may not be available on terms favorable to Nuvini, if at all. If adequate funds are not available on acceptable terms, Nuvini may be unable to invest in future growth opportunities, which could harm the Nuvini Group’s businesses, operating results and financial conditions. If Nuvini incurs new debt, the creditors would have rights senior to holders of common stock to make claims on Nuvini’s assets, and the terms of any debt could restrict the Nuvini Group’s operations, including Nuvini’s ability to pay dividends on Nuvini Ordinary Shares. Furthermore, if Nuvini issues additional equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of Nuvini Ordinary Shares. Because the decision to issue securities in the future will depend on numerous considerations, including factors beyond Nuvini’s control, Nuvini cannot predict or estimate the amount, timing or nature of any future issuances of debt or equity securities. As a result, Nuvini Shareholders bear the risk of future issuances of debt or equity securities reducing the value of Nuvini Ordinary Shares and diluting their interests. For more information on Nuvini’s indebtedness see “Item 5. Operating and Financial Review and Prospects.
8
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.
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. In general, the Nuvini Group may be unable to expand its operations or otherwise capitalize on business opportunities and defend against and prosecute litigation necessary to conduct the Nuvini Group’s businesses as desired, which could materially affect the Nuvini Group’s businesses, financial condition and results of operations. In particular, (i) 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; and (ii) on April 3, 2026, NVNI entered into a share purchase agreement to acquire 51% of the total and voting share capital of a newly established holding company (“Beyondsoft”) that will hold the Beyondsoft IT consulting and services business (the “Beyonsoft Acquisition”). When these acquisitions are completed, NVNI will incur in significant indebtedness relating to the deferred purchase price payable to the sellers. We currently do not have sufficient cash on hand to fund this obligation and will need to obtain financing through debt, equity or other capital-raising transactions. There can be no assurance that we will be able to obtain such financing on a timely basis, on acceptable terms, or at all. Our ability to secure financing will depend on a number of factors, many of which are outside of our control, including general economic and market conditions, conditions in the capital markets, interest rates, investor demand for our securities, our financial performance and prospects, and developments affecting our industry. Adverse changes in any of these factors could materially impair our ability to raise the required funds or increase the cost of such financing. If we are unable to obtain sufficient financing when needed, we may be required to delay, modify or terminate the acquisition, which could result in the loss of strategic opportunities and potential growth benefits. Alternatively, if financing is available only on unfavorable terms, including at higher interest rates, with restrictive covenants, or through the issuance of equity securities at dilutive prices, our financial condition, results of operations and the value of our securities could be materially and adversely affected.
If the Nuvini Group is ultimately unable to continue as a going concern, it may have to seek the protection of bankruptcy laws or liquidate its assets and may receive less than the value at which those assets are carried on its financial statements, and it is likely that Nuvini’s securityholders will lose all or a part of their investment.
Nuvini’s market opportunity estimates and market growth forecasts included in this Annual Report may prove to be inaccurate. Even if the market in which the Nuvini Group competes achieves the forecasted growth, the Nuvini Group’s businesses could fail to grow at similar rates, if at all.
This Annual Report contains market and industry data, estimates and statistics obtained from third-party sources. While Nuvini believes such information to be reliable in general, Nuvini has not independently verified the accuracy or completeness of any such third-party information. Such information may not have been prepared on a comparable basis or may not be consistent with other sources. Similarly, this Annual Report contains information based on or derived from internal company surveys, studies and research that have not been independently verified by third-party sources. Industry data, projections and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments.
In addition, the market for SaaS in Latin America is relatively new and will experience changes over time. Growth forecasts, including for the Nuvini Acquired Companies’ SaaS businesses, are uncertain and based on assumptions and estimates that may be inaccurate. The Nuvini Acquired Companies’ addressable market depends on a number of factors, including changes in the competitive landscape, technology, data security or privacy concerns, client budgetary constraints, business practices, regulatory environment and economic conditions. Moreover, geographic markets and the industries the Nuvini Acquired Companies operate in are not rigidly defined or subject to standard definitions.
Accordingly, Nuvini’s use of the terms referring to its geographic markets and industries may be subject to interpretation, and the resulting industry data, projections and estimates may not be reliable. Nuvini’s estimates and forecasts relating to the size and expected growth of its market may prove to be inaccurate and Nuvini’s ability to produce accurate estimates and forecasts may in the future be impacted by the economic uncertainty associated with the COVID-19 pandemic and the wars in Ukraine and the Middle East, as well as with other macroeconomic factors to which the Nuvini Group is subject (see “—Risks Related to the Nuvini Group’s Substantial Operations in Brazil” below). Even if the market where Nuvini competes meets the size estimates and growth rate forecasts, its business could fail to grow. For these reasons, you should not place undue reliance on such information.
9
Some of the industries in which the Nuvini Group operates are cyclical, and, accordingly, the Nuvini Group’s businesses are subject to changes in the economy.
Some of the business areas in which the Nuvini Group operates are subject to specific industry and general economic cycles including but not limited to, the SaaS markets. Accordingly, a downturn in these or other markets where the Nuvini Group participates could materially and adversely affect Nuvini. If demand changes and the Nuvini Group fails to respond accordingly, Nuvini’s results of operations could be materially and adversely affected. The business cycles of the Nuvini Group’s different operations may occur contemporaneously. Consequently, the effect of an economic downturn may have a magnified negative effect on material portions of the Nuvini Group’s businesses.
The Nuvini Acquired Companies’ clients may choose not to renew existing engagements or enter into new engagements with the Nuvini Acquired Companies on terms acceptable to the Nuvini Group, or at all.
The Nuvini Acquired Companies’ contracts with their clients to provide SaaS solutions typically have a monthly term and will renew automatically. Based on the historical performance of the Nuvini Group, its clients have been consistently renewing their respective subscriptions on a monthly basis. The Nuvini Acquired Companies have been operating for more than 10 years on average and have a record of consistent monthly renewals even during the COVID-19 pandemic, which was a major disruption for most businesses. As of December 31, 2025, 2024, and 2023, 96.4%, 97.1% and 96.7%, respectively, of clients renewed their subscriptions to Nuvini Group services or products every month. However, these contracts may, in a majority of cases, be terminated without cause by the Nuvini Acquired Companies’ clients, so long as the clients provide 30 to 120 days prior notice. The Nuvini Acquired Companies’ clients may terminate or reduce their use of the Nuvini Acquired Companies’ SaaS solutions for several reasons, including (i) if they are not satisfied with the solution or service level, (ii) the value proposition for the Nuvini Acquired Companies’ SaaS solutions, or (iii) if the Nuvini Acquired Companies are unable to meet clients’ needs and expectations. If price increases make the Nuvini Acquired Companies’ SaaS solutions unaffordable, the possibility of client termination or reduction may be more likely. These price increases can be due to the Nuvini Acquired Companies’ businesses, inflation adjustments or supplier cost increases. Even if the Nuvini Acquired Companies successfully deliver on contracted data solutions and services and maintain close relationships with the Nuvini Acquired Companies’ clients, a number of factors outside of Nuvini’s control could cause the loss of or reduction in business or revenue from the Nuvini Acquired Companies’ existing clients. These factors include, among other things:
| ● | the business or financial condition of that client or the economy generally; |
| ● | a change in strategic priorities by the Nuvini Acquired Companies’ clients, resulting in a reduced level of spending on technology solutions and services; |
| ● | a demand for price reductions by the Nuvini Acquired Companies’ clients; and |
| ● | mergers, acquisitions or significant corporate restructurings involving one of the Nuvini Acquired Companies’ clients. |
The ability of clients to terminate their engagements with the Nuvini Acquired Companies at any time makes Nuvini S.A.’s future revenue flow uncertain. The Nuvini Acquired Companies may not be able to replace any client that chooses to terminate or chooses not to renew its contract, which could materially and adversely affect Nuvini’s revenue. Furthermore, terminations in engagements may make it difficult to plan Nuvini’s project resource requirements.
If a significant number of clients cease using or reduce their usage of the Nuvini Acquired Companies’ SaaS solutions, the Nuvini Acquired Companies may be required to spend significantly more on sales and marketing than it currently plans to spend in order to maintain or increase revenue from clients. Such additional sales and marketing expenditures could adversely affect Nuvini’s business, results of operations and financial condition.
10
The Nuvini Acquired Companies may not be able to renew or maintain their data hosting agreements with their suppliers.
Amazon Web Services (“AWS”) and Google Cloud Platform (“GCP”) are the Nuvini Acquired Companies’ primary suppliers for data hosting and may terminate their hosting agreements with the Nuvini Acquired Companies at any time without cause and without a prior notice (in the case of AWS, subject to a prior notice of 30 days’ prior notice where Nuvini fails to use the services). Any such termination would be disruptive to the Nuvini Acquired Companies’ businesses, and it may not be possible to secure alternative data hosting suppliers on similar terms or with the same quality of solutions and services as those being provided by the Nuvini Acquired Companies’ current suppliers. Accordingly, if the Nuvini Acquired Companies lose their current arrangements with their main suppliers, the Nuvini Acquired Companies’ third-party software clients may engage another SaaS solutions company to fulfill their needs, and, in any such case, terminate their relationships with the Nuvini Acquired Companies. In this case, Nuvini may experience a material adverse effect on its cash position, revenue and, by extension, its results of operations and financial position.
The Nuvini Acquired Companies and their suppliers could suffer disruptions, outages, defects and other performance and quality problems with the Nuvini Acquired Companies’ solutions or with the public cloud and internet infrastructure on which their solutions rely. If the availability of the Nuvini Acquired Companies’ proprietary SaaS solutions does not meet the Nuvini Acquired Companies’ service-level commitments to their clients, Nuvini’s current and future revenue may be negatively impacted.
The Nuvini Acquired Companies’ businesses depend on the SaaS solutions that they offer to be available without disruption.
The Nuvini Acquired Companies and their suppliers have experienced, and may in the future experience, disruptions, outages, defects and other performance and quality issues with these data solutions. The Nuvini Acquired Companies have also experienced, and may in the future experience, disruptions, outages, defects and other performance and quality issues with the public cloud and internet infrastructure on which the Nuvini Acquired Companies’ proprietary data platform relies. These issues may arise from several factors, including introductions of new functionality, vulnerabilities and defects in proprietary and open-source software, human error or misconduct, natural disasters (such as tornadoes, earthquakes or fires), capacity constraints, design limitations, denial-of-service attacks or other security-related incidents. Moreover, the Nuvini Acquired Companies typically commit to maintaining a minimum service-level of availability for the Nuvini Acquired Companies’ clients that use their proprietary SaaS solutions. If the Nuvini Acquired Companies are unable to meet these commitments, the Nuvini Acquired Companies may be obligated to provide clients with additional capacity, which could significantly affect Nuvini’s revenue.
A material portion of the Nuvini Acquired Companies’ businesses is provided through software hosting services, which are sometimes hosted from and use computing infrastructure provided by third parties, including AWS and GCP. These hosting services depend on the uninterrupted operation of data centers and the ability to protect computer equipment and information stored in these data centers against damage that may be caused by natural disaster, fire, power loss, telecommunications or Internet failure, acts of terrorism, unauthorized intrusion, computer viruses and other similar damaging events.
If any of the Nuvini Acquired Companies’ data centers become inoperable for an extended period, such Nuvini Acquired Company might be unable to fulfill its contractual commitments. Although the Nuvini Acquired Companies take what they believe to be reasonable precautions against such occurrences, the Nuvini Group can give no assurance that damaging events such as these will not result in a prolonged interruption of the Nuvini Acquired Companies’ services, which could result in client dissatisfaction, loss of revenue to Nuvini and damage to the Nuvini Group’s businesses.
Furthermore, third-party hosting service providers have no obligation to renew their agreements with any of the Nuvini Acquired Companies on commercially reasonable terms or at all. If the Nuvini Acquired Companies are unable to renew these agreements on commercially reasonable terms, the Nuvini Acquired Companies may be required to transition to new providers and incur significant costs and possible service interruption in doing so. In addition, such service providers could decide to close their facilities or change or suspend their service offerings without adequate notice to the Nuvini Group. Moreover, any financial difficulties, such as bankruptcy, faced by such service providers may have negative effects on the Nuvini Group’s businesses, the nature and extent of which are difficult to predict. Because the Nuvini Acquired Companies cannot easily switch third-party hosting service providers, any disruption with respect to the current service providers would impact their operations and their business could be adversely impacted. Problems faced by the Nuvini Acquired Companies’ hosting service providers could adversely affect the experience of their clients. For example, AWS has experienced significant service outages in the past and may do so again in the future.
11
If the Nuvini Group loses key members of its management teams or is unable to attract and retain the executives and employees it needs to support its operations and growth (especially skilled software engineers and developers, founders of acquired companies), the Nuvini Group’s business and future growth prospects may be harmed.
The Nuvini Group’s success depends in part on the continued services of Nuvini’s co-founder and Chief Executive Officer Pierre Schurmann, as well as the Nuvini Group’s other executive officers and key employees in the areas of research and development (particularly, skilled software engineers and developers), sales and marketing.
From time to time, there may be changes in the Nuvini Group’s executive, management and technical teams or other key employees resulting from the hiring or departure of these personnel. The Nuvini Group’s executives, officers and other key employees are employed on an at-will basis, which means that these personnel could terminate their employment with the Nuvini Group at any time. The loss of one or more of the Nuvini Group’s executives, officers, or the failure by its executive team to effectively work with its employees and lead the Nuvini Group, including as a result of remote working conditions, could harm the Nuvini Group’s business.
In addition, to execute the Nuvini Group’s growth plan, it must attract and retain highly qualified professionals. There is a high demand for qualified professionals in the market, especially for engineers experienced in designing and developing SaaS solutions, experienced sales professionals and expert client support personnel. The Nuvini Acquired Companies are also dependent on the continued service of their existing software engineers because of the sophistication of the Nuvini Acquired Companies’ proprietary SaaS solutions.
The Nuvini Group also believes its culture has been a key contributor to its success to date and that the critical nature of the Nuvini Acquired Companies’ SaaS solutions promotes a sense of greater purpose and fulfillment among Nuvini Group’s employees. As the Nuvini Group’s workforce becomes more distributed around the world, the Nuvini Group may not be able to maintain important aspects of its culture. Any failure to preserve the Nuvini Group’s culture could negatively affect its ability to retain and recruit personnel. If the Nuvini Group fails to attract new personnel or fails to retain and motivate the Nuvini Group’s current personnel, its business and future growth prospects would be harmed.
Risks Related to the SaaS Market
Demand for the Nuvini Acquired Companies’ SaaS solutions may fluctuate, which may make it difficult for the Nuvini Group to manage its businesses efficiently and may reduce its profitability and market share in the future.
The Nuvini Group depends upon the capital spending budgets of the Nuvini Acquired Companies’ clients. World and regional economic conditions have, in the past, adversely affected the Nuvini Acquired Companies’ licensing and support revenue. If economic or other conditions reduce the Nuvini Acquired Companies’ clients’ capital spending levels, the Nuvini Group’s businesses, results of operations and financial condition may be adversely affected. In addition, the purchase and implementation of the Nuvini Acquired Companies’ SaaS solutions can constitute a major portion of the Nuvini Acquired Companies’ clients’ overall technology budget, and the amount clients are willing to invest in acquiring and implementing such SaaS solutions has tended to vary in response to economic, financial or other business conditions.
12
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.
The Nuvini Acquired Companies license certain technologies used in their products from third parties, generally on a non-exclusive basis. The termination of any of these licenses, or the failure of the licensors to adequately maintain or update their products, could delay the Nuvini Acquired Companies’ ability to deliver their products while the Nuvini Acquired Companies seek to implement alternative technology offered by other sources and require significant unplanned investments on their part. In addition, alternative technology may not be available on commercially reasonable terms. In the future, it may be necessary or desirable to obtain other third-party technology licenses relating to one or more of the Nuvini Acquired Companies’ products or relating to current or future technologies to enhance the Nuvini Acquired Companies’ product offerings. There is a risk that the Nuvini Acquired Companies will not be able to obtain licensing rights to the needed technology on commercially reasonable terms, if at all.
Some of the markets for the Nuvini Acquired Companies’ SaaS solutions are characterized by frequent technological advances, and the Nuvini Acquired Companies must continually improve their software products to remain competitive.
Frequent technological change and new product introductions and enhancements characterize the software industry in general. The Nuvini Acquired Companies’ current and potential clients increasingly require greater levels of functionality and more sophisticated product offerings. In addition, the life cycles of many of the Nuvini Acquired Companies’ software products are difficult to estimate. While the Nuvini Acquired Companies believe some of their software products may be nearing the end of their product life cycles, the Nuvini Acquired Companies cannot estimate the decline in demand from the Nuvini Acquired Companies’ clients of maintenance related to these software products. Accordingly, Nuvini believes that its future success depends upon the Nuvini Acquired Companies’ ability to enhance current software products, to develop and to introduce new products offering enhanced performance and functionality at competitive prices in a timely manner, and on the Nuvini Acquired Companies’ ability to enable their software products to work in conjunction with other products from other suppliers that their clients may utilize. The Nuvini Acquired Companies’ failure to develop and to introduce or to enhance products in a timely manner could have a material adverse effect on the Nuvini Acquired Companies’ businesses, results of operations and financial condition.
The Nuvini Acquired Companies may be unable to respond on a timely basis to the changing needs of the Nuvini Acquired Companies’ client bases and the new applications the Nuvini Acquired Companies design for their clients may prove to be ineffective. Nuvini Acquired Companies’ ability to compete successfully will depend in large measure on the Nuvini Acquired Companies’ ability to be among the first to market with effective new products or services, to maintain a technically competent research and development staff, and to adapt to technological changes and advances in the industry. The Nuvini Acquired Companies’ software products must remain compatible with evolving computer hardware and software platforms and operating environments. Nuvini cannot assure you that the Nuvini Acquired Companies will be successful in these efforts. In addition, competitive or technological developments and new regulatory requirements may require the Nuvini Acquired Companies to make substantial, unanticipated investments in new products and technologies, and the Nuvini Acquired Companies may not have sufficient resources to make these investments. If the Nuvini Acquired Companies were required to expend substantial resources to respond to specific technological or product changes, their operating results would be adversely affected.
13
The Nuvini Acquired Companies’ software products may contain errors or defects that could result in lost revenue, delayed or limited market acceptance or product liability claims with substantial litigation costs.
As a result of their complexity, software products may contain undetected errors or failures when introduced to the market. Despite testing performed by the Nuvini Acquired Companies and testing and use by current and potential clients, defects and errors may be found in new software products after commencement of commercial shipments or the offering of a network service using these software products. In these circumstances, the Nuvini Acquired Companies may be unable to successfully correct the errors in a timely manner or at all. The occurrence of errors and failures in the Nuvini Acquired Companies’ software products could result in negative publicity and a loss of, or delay in, market acceptance of those software products. Such publicity could reduce revenue from new licenses and lead to increased client attrition. Alleviating these errors and failures could require significant expenditure of capital and other resources by the Nuvini Acquired Companies. The consequences of these errors and failures could have a material adverse effect on Nuvini’s businesses, results of operations and financial condition.
Because many of the Nuvini Acquired Companies’ clients use their software products for critical business applications, any errors, defects or other performance issues could result in financial or other damage to the Nuvini Acquired Companies’ clients. The Nuvini Acquired Companies’ clients or other third parties could claim damages from the Nuvini Acquired Companies in the event of actual or alleged failures of their software solutions. The Nuvini Acquired Companies in the past have been, and may in the future continue to be, subject to these kinds of claims. Although the Nuvini Acquired Companies’ license agreements with clients typically contain provisions designed to limit the Nuvini Acquired Companies’ exposure to potential claims, as well as any liabilities arising from these claims, these provisions may not effectively protect against such claims, liability and associated costs.
Accordingly, any such claim could have a material adverse effect on the Nuvini Acquired Companies’ businesses, results of operations and financial condition. In addition, defending against this kind of claim, regardless of its merits, or otherwise satisfying affected clients, could entail substantial expense and require the devotion of significant time and attention by key management personnel.
The Nuvini Acquired Companies face competition from other software solutions providers, which may reduce their market share or limit the prices they can charge for their software solutions.
Given that each of the Nuvini Acquired Companies serve specific vertical markets, the Nuvini Acquired Companies face competition from vertical market competitors, specifically from small, emerging software companies. As a result, in certain market segments, competition can be intense, and significant pricing pressure may exist. To maintain and improve the Nuvini Acquired Companies’ competitive position, they must continue to develop and to introduce, in a timely and cost-effective manner, new software solutions. In addition, the Nuvini Acquired Companies expect that a substantial portion of their revenues will continue to be derived from SaaS licensing to the Nuvini Acquired Companies’ clients. Although the Nuvini Acquired Companies have experienced relatively stable and predictable attrition relating to these arrangements, increased competition could reduce the need for the Nuvini Acquired Companies’ maintenance services, as clients could decide to stop using the Nuvini Acquired Companies’ SaaS solutions or maintenance services and, instead, avail of the software applications or services of competitors.
Nuvini anticipates additional competition as other established and emerging companies enter the software market and introduce new products and technologies. For example, companies that historically have not competed in one of the Nuvini Acquired Companies’ market segments could introduce new applications based on newer product architectures that could provide for a functionality similar to or better than what the Nuvini Acquired Companies’ software products provide. In addition, existing and potential competitors may enter into strategic acquisitions or arrangements among themselves or with third parties to enhance their products in better addressing the needs of the Nuvini Acquired Companies’ prospective clients.
Accordingly, it is possible that new competitors or alliances among existing and/or new competitors may emerge. This competition could result in price reductions, fewer client orders, reduced gross margins and loss of market share for the Nuvini Acquired Companies’ software products.
14
Some of the Nuvini Acquired Companies’ existing and potential competitors have greater financial, technical, marketing and other resources, better name recognition and larger client base compared to what the Nuvini Acquired Companies have. Some Nuvini Acquired Companies’ competitors offer products that are based on more advanced product architectures and services with performance advantages. The Nuvini Acquired Companies’ competitors may be able to respond more quickly to new or emerging technologies and changes in client requirements or may devote greater resources to the development, promotion and sale of their products. Many competitive factors affect the market for the Nuvini Acquired Companies’ products and the Nuvini Acquired Companies’ ability to generate new license revenues. These competitive factors include vendor and product reputation; industry specific expertise; cost of ownership; ease and speed of implementation; client support; product architecture, quality, price and performance; product performance attributes, such as flexibility, scalability, compatibility, functionality and ease of use; and vendor financial stability.
If the Nuvini Acquired Companies, their suppliers or third-party service providers experience an actual or perceived security breach or unauthorized parties otherwise obtain access to their clients’ data or their data, their data solutions and services may be perceived as not being secure, the Nuvini Group’s reputation may be harmed, demand for the Nuvini Acquired Companies’ data solutions and services may be reduced and Nuvini may incur significant liabilities.
The Nuvini Group is heavily dependent upon information technology systems, infrastructure and data to operate its businesses and solutions. The Nuvini Acquired Companies’ proprietary data platform offers, processes, stores and transmits the Nuvini Acquired Companies’ clients’ and partners’ proprietary, confidential and sensitive data, such as personal, health and financial information. The Nuvini Acquired Companies also rely on third-party information technology systems in connection with the Nuvini Acquired Companies’ operations. For example, some of the Nuvini Acquired Companies’ proprietary data platforms are built to be available on the infrastructure of third-party public cloud providers, such as AWS and GCP. The Nuvini Acquired Companies also use third-party service providers and sub-processors to help them deliver services to Nuvini Acquired Companies’ clients and their end-users. These vendors may store or process proprietary, confidential and sensitive data such as personal information, protected health information or other information of the Nuvini Acquired Companies’ employees, their partners, their clients or their clients’ end-users. The Nuvini Acquired Companies collect such information from individuals located both in Brazil and abroad and may store or process such information outside the country in which it was collected. While the Nuvini Acquired Companies, their suppliers, their third-party service providers and their sub-processors have implemented or are contractually obligated to implement security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in the unauthorized disclosure, access, acquisition, modification, misuse, destruction or loss of the Nuvini Acquired Companies, their clients’ data. Any security breach of the Nuvini Acquired Companies’ proprietary data platform, their operational systems, physical facilities or the systems of their third-party service providers or sub-processors or the perception that one has occurred, could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention and other liabilities and damage to the Nuvini Group’s business. Even though the Nuvini Acquired Companies may not control the security measures of their suppliers, third-party service providers or sub-processors, the Nuvini Acquired Companies may be responsible for any breach of such measures.
15
Cyber-attacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware viruses and social engineering (including phishing) are prevalent in the Nuvini Acquired Companies’ industry and their clients’ industries and have generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. In addition to such attacks, the Nuvini Acquired Companies and their third-party vendors may experience unavailable systems, unauthorized accidental or unlawful access, acquisition or disclosure of information due to employee error, theft or misuse, sophisticated nation-state and nation-state supported actors and advanced persistent threat intrusions. The techniques used to sabotage or to obtain unauthorized access to the Nuvini Acquired Companies’ proprietary data platform, systems, networks or physical facilities in which data is stored or through which data is transmitted change frequently, and the Nuvini Acquired Companies may be unable to implement adequate preventative measures or stop security breaches prior to or while they are occurring. The recovery systems, security protocols, network protection mechanisms and other security measures that the Nuvini Acquired Companies have integrated into their proprietary data platform, systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, may not be adequate to prevent or detect service interruption, system failure or data loss. The Nuvini Acquired Companies may in the future become, the target of cyber-attacks by third parties seeking unauthorized access to them or their clients’ or their partners’ data or to disrupt the Nuvini Acquired Companies’ operations or ability to provide their services. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks or physical facilities utilized by the Nuvini Acquired Companies’ suppliers or third-party processors. The Nuvini Acquired Companies may not be able to anticipate all types of security threats, and the Nuvini Acquired Companies may not be able to implement preventive measures effective against all such security threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups, such as external service providers and hostile foreign governments or agencies. In addition, the Nuvini Acquired Companies’ or their third-party vendors’ systems may be vulnerable to breakdown or other interruptions from system malfunctions, natural disasters, terrorism, war and telecommunication and electrical failures.
The Nuvini Acquired Companies have contractual and other legal obligations to notify relevant stakeholders of security breaches. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. In addition, Nuvini’s agreements with certain clients and partners may require the Nuvini Acquired Companies to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause the Nuvini Acquired Companies’ clients or partners to lose confidence in the effectiveness of the Nuvini Acquired Companies’ security measures, divert management’s attention, lead to governmental investigations and require the Nuvini Acquired Companies to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach. Any security breach or effort to mitigate security vulnerabilities could result in unexpected interruptions, delays, cessation of service and other harm to the Nuvini Acquired Companies’ businesses and their competitive positions.
A security breach of the Nuvini Acquired Companies or their third-party vendor’s systems may cause the Nuvini Acquired Companies to breach client contracts. The Nuvini Acquired Companies’ agreements with certain clients may require the Nuvini Acquired Companies to use industry-standard or reasonable measures to safeguard proprietary, personal or confidential information. A security breach of the Nuvini Acquired Companies or their third- party vendor’s systems could lead to claims by the Nuvini Acquired Companies’ clients, their end-users or other relevant stakeholders that the Nuvini Acquired Companies have failed to comply with such contractual or other legal obligations. As a result, the Nuvini Acquired Companies could be subject to legal action (including the imposition of fines or penalties) and the Nuvini Acquired Companies’ clients could end their relationships with the Nuvini Acquired Companies. There can be no assurance that any limitations of liability in the Nuvini Acquired Companies’ contracts would be enforceable or adequate or would otherwise protect the Nuvini Acquired Companies from liabilities or damages.
Litigation resulting from security breaches may adversely affect Nuvini’s business. Unauthorized access to Nuvini’s proprietary data platform, systems, networks or physical facilities could result in litigation with the Nuvini Acquired Companies’ clients, their clients’ end-users or other relevant stakeholders. These proceedings could force the Nuvini Group to spend money in defense or settlement, divert management’s time and attention, increase Nuvini Acquired Companies’ costs of doing business, or adversely affect the Nuvini Acquired Companies’ reputation. The Nuvini Acquired Companies could be required to fundamentally change their business activities and practices or modify the Nuvini Acquired Companies’ proprietary data platform capabilities in response to such litigation, which could be costly and have an adverse effect on the Nuvini Acquired Companies’ businesses. If a security breach were to occur and the confidentiality, integrity or availability of the Nuvini Acquired Companies’ data or the data of the Nuvini Acquired Companies’ partners, their clients or their clients’ end-users was disrupted, the Nuvini Acquired Companies could incur significant liability, or their proprietary data platform, systems or networks may be perceived as less desirable, which could negatively affect Nuvini’s business and damage its reputation.
16
If the Nuvini Acquired Companies fail to detect or remediate a security breach in a timely manner, or a breach otherwise affects a large amount of data of one or more clients or partners, or if the Nuvini Acquired Companies suffer a cyber-attack that impacts the Nuvini Acquired Companies’ ability to operate their proprietary data platform, they may suffer material damage to its reputation, business, financial condition and results of operations. Further, the policy coverage of the Nuvini Groups’ current or any future cybersecurity insurance may be insufficient. Accordingly, the successful assertion of one or more large claims against the Nuvini Group could have an adverse effect on its businesses. The Nuvini Acquired Companies’ risks are likely to increase as Nuvini continues to expand Nuvini Acquired Companies’ proprietary data platforms and geographic footprint, grow the Nuvini Acquired Companies’ client and partner base and process, store and transmit increasingly large amounts of data.
In addition, the Nuvini Group’s workforce is generally working remotely, which could increase the Nuvini Group’s cyber security risk, create data accessibility concerns and make the Nuvini Group more susceptible to security breaches or business disruptions. Moreover, the Nuvini Acquired Companies’ clients and the third-party suppliers on which the Nuvini Acquired Companies rely may be vulnerable to a heightened risk of cyber-attacks as a result of the military conflict between Russia and Ukraine, the impact of sanctions against Russia and the potential for retaliatory acts from Russia, given that nation-state actors may engage in cyber-attacks for geopolitical reasons and in conjunction with military conflicts and defense activities. For example, there have been publicized threats to increase cyber-attack activity against the critical infrastructure of any nation or organization that retaliates against Russia for its invasion of Ukraine. While the Nuvini Group maintains and continues to improve its security measures and reinforce the Nuvini Group’s internal control, the Nuvini Group may be unable to adequately anticipate security threats or to implement adequate preventative measures, in part, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target. Other than reinforcement of the Nuvini Group’s cybersecurity policies in anticipation of being a public company, the Nuvini Group has not taken any other specific actions to mitigate the increased risk of cyber-attacks resulting from the ongoing conflict between Russia and Ukraine and do not immediately intend to implement any such actions given the Nuvini Group’s current assessment of risk and the current geographic scope of Nuvini Group’s operations. Any of the foregoing could have a material adverse effect on the Nuvini’s business, financial condition, results of operations or prospects.
Risks Related to the Nuvini Group’s Technology, Intellectual Property and Infrastructure
The Nuvini Group relies on information and technology for many of its business operations which could fail and cause disruption to its business operations.
The Nuvini Group’s business operations largely depend on information technology networks and systems to securely transmit, process and store electronic information and to communicate internally among the Nuvini Group’s various units and with clients and vendors. A shutdown of, or inability to access, one or more of the Nuvini Group’s facilities arising from a power outage or a failure of one or more of the Nuvini Group’s information technology, telecommunications or other systems could significantly impair the Nuvini Group’s ability to perform critical functions on a timely basis. The Nuvini Group relies on third party cloud platforms, such as AWB and GCP to host enterprise and client systems, and any disruptions of these services could impact the Nuvini Group’s business operations and the Nuvini Acquired Companies’ ability to service clients. Cyber-attacks, configuration or human error and/or other external hazards could result in the misappropriation of assets or sensitive information, corruption of data or operational disruption.
Global cybersecurity threats and attacks to networks, systems and endpoints can range from uncoordinated individual attempts to gain unauthorized access to IT systems to sophisticated and targeted measures known as advanced persistent threats, directed at the Nuvini Group, its businesses, its clients and/or its third-party service providers, including, but not limited to, cloud providers and providers of network management services. These may include such things as unauthorized access, phishing attacks, account takeovers, denial of service, introduction of malware or ransomware and other disruptive problems caused by threat actors. Moreover, as more of the Nuvini Group’s employees work remotely, its employees are increasingly targeted by phishing attacks and endpoints may be more susceptible to threat exposures.
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The Nuvini Acquired Companies’ clients are increasingly requiring cybersecurity protections and mandating cybersecurity standards in its products and services, and the Nuvini Group may incur additional costs to comply with such demands. The Nuvini Group has experienced, and expects to continue to experience, these types of threats and incidents. The Nuvini Group seeks to deploy measures to deter, prevent, detect, respond to and mitigate these threats, including identity and access controls, data protection, vulnerability assessments, product software designs which Nuvini believes are less susceptible to cyber-attacks, continuous monitoring of the Nuvini Group’s networks, endpoints and systems and maintenance of backup and recovery capabilities. Despite these efforts, the Nuvini Group can make no assurance that the Nuvini Group will be able to detect, prevent, timely and adequately detect, prevent and address or mitigate the negative effects of cyberattacks or other security compromises, and such cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (the Nuvini Group’s own or that of third parties) and the disruption of business operations. The potential consequences of a material cybersecurity incident include financial loss, reputational damage, damage to the Nuvini Group’s IT systems, litigation with third parties, theft of intellectual property, fines, decrease in the value of the Nuvini Group’s investment in research and development, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect the Nuvini Group’s competitiveness and results of operations. Any imposition of liability, particularly liability that is not covered by insurance or is in excess of insurance coverage, could materially harm the Nuvini Group’s operating results and financial condition.
If the Nuvini Group is unable to adapt to rapidly changing technologies, methodologies and evolving industry standards, the Nuvini Acquired Companies may lose clients and the Nuvini Group’s business could be materially adversely affected.
Rapidly changing technologies, methodologies and evolving industry standards are inherent in the market for the Nuvini Group’s data solutions and services. The Nuvini Group’s ability to anticipate developments in the Nuvini Group’s industries, enhance the Nuvini Group’s existing data solutions and services, develop and introduce new data solutions, services or tools, provide enhancements and new features for the Nuvini Group’s data solutions and tools, and keep pace with changes and developments are critical to meeting changing client needs. Developing solutions for the Nuvini Acquired Companies’ clients are extremely complex and could become increasingly complex and expensive in the future due to the introduction of new platforms, operating systems, technologies and methodologies. The Nuvini Group’s ability to keep pace with, anticipate or respond to changes and developments is subject to a number of risks, including that the Nuvini Group:
| ● | may not be able to develop new, or update existing, services, applications, tools and software quickly or inexpensively enough to meet the Nuvini Acquired Companies’ clients’ needs; |
| ● | may find it difficult or costly in making existing software and tools to work effectively and securely over the internet or with new or changed operating systems; |
| ● | may find it challenging to develop new, or update existing, software, services and tools to keep pace with evolving industry standards, methodologies and regulatory developments in the industries where the Nuvini Acquired Companies’ clients operate at a pace and cost that is acceptable to the Nuvini Acquired Companies’ clients; and |
| ● | may find it difficult to maintain high quality levels of performance with new technologies and methodologies. |
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The Nuvini Group may not be successful in anticipating or responding to these developments in a timely manner, or if the Nuvini Group responds, the data solutions, services, tools, technologies or methodologies the Nuvini Group develops or implements may not be successful in the market. The Nuvini Group’s failure to enhance its existing data solutions and services and to develop and introduce new data solutions and services to promptly address the needs of the Nuvini Acquired Companies’ clients could have a material adverse effect on the Nuvini Group’s businesses.
Material portions of the Nuvini Group’s businesses require the Internet infrastructure to be reliable.
The Nuvini Group’s future success continues to depend in part on the use of the Internet as a means to access public information and perform transactions electronically, including, for example, electronic filing of court documents. This requires ongoing maintenance of the Internet infrastructure, especially to prevent interruptions in service, as well as additional development of that infrastructure. It also requires a reliable network backbone with the necessary speed, data capacity, security and timely development of complementary products for providing reliable Internet access and services. If this infrastructure fails to be sufficiently developed or be adequately maintained, Nuvini’s business would be harmed because clients may not be able to access the Nuvini Group’s services.
The Nuvini Group must timely respond to technological changes to be competitive.
The market for the Nuvini Acquired Companies’ products is characterized by technological change, evolving industry standards in software technology, changes in client requirements and frequent new product introductions and enhancements. The introduction of products embodying new technologies and the emergence of new industry standards can render existing products obsolete and unmarketable. As a result, the Nuvini Group’s future success will depend, in part, upon the Nuvini Group’s ability to enhance existing products and develop and introduce new products that keep pace with technological developments, satisfy increasingly sophisticated client requirements, and achieve market acceptance. The Nuvini Group cannot assure you that it will successfully identify new product opportunities and develop and bring new products to market in a timely and cost-effective manner. The products, capabilities or technologies developed by others could also render the Nuvini Acquired Companies’ products or technologies obsolete or noncompetitive. The Nuvini Group’s businesses may be adversely affected if the Nuvini Group is unable to develop or acquire new software products or develop enhancements to existing products on a timely and cost-effective basis, or if such new products or enhancements do not achieve market acceptance.
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.
Some of the Nuvini Group’s service offerings include software or other intellectual property licensed from third parties. It may be necessary in the future to renew the Nuvini Group’s license agreements relating to various aspects of the Nuvini Group’s service offerings or to seek new licenses for existing or new service offerings. Necessary licenses may not be available on acceptable terms that allow the Nuvini Acquired Companies’ data solutions offerings to remain competitive, or at all. In addition, a third party may assert that the Nuvini Group or the Nuvini Acquired Companies’ clients are in breach of the terms of a license, which could, among other things, give such third party the right to terminate a license with a Nuvini Acquired Company or seek damages from the Nuvini Group, or both. Termination by the licensor would cause the Nuvini Group to lose valuable rights and could prevent them from selling its products and services. The Nuvini Group’s inability to obtain certain licenses or other rights, or to obtain such licenses or rights on favorable terms, could result in delays in data solution releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into the Nuvini Group’s proprietary data platform, which may have a material adverse effect on the Nuvini Group’s business, results of operations and financial condition. In addition, the Nuvini Group and the applicable Nuvini Acquired Company may be subject to liability if third-party software that Nuvini Group’s license is found to infringe, misappropriate or otherwise violate intellectual property rights of others. Third parties may also allege that the Nuvini Group and/or the Nuvini Acquired Company is infringing, violating or otherwise misappropriating their intellectual property rights and that additional licenses are required for Nuvini Group’s use of its software or intellectual property, and the Nuvini Group may be unable to obtain such licenses on commercially reasonable terms or at all. The inclusion in the Nuvini Group’s service offerings of software or other intellectual property licensed from third parties on a non-exclusive basis could also limit Nuvini Group’s ability to differentiate Nuvini Group’s service offerings from those of the Nuvini Acquired Companies’ competitors. To the extent that Nuvini Group’s data solutions depend upon the successful operation of third-party software, any undetected errors or defects in or failures of, such third-party software could also impair the functionality of data solutions, delay new feature introductions, result in a failure of the Nuvini Group’s data solutions, and injure Nuvini Group’s reputations. Many third-party software providers attempt to impose limitations on their liability for such errors, defects or failures and if enforceable, the Nuvini Group may have additional liability to the Nuvini Acquired Companies’ clients that could harm the Nuvini Group’s reputation and increase the Nuvini Group’s operating costs.
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In addition, some of the Nuvini Group’s data solutions (including the Nuvini Acquired Companies’ proprietary data platforms) incorporate open-source software, and the Nuvini Group expect to continue to incorporate open-source software in the Nuvini Acquired Companies’ data solutions in the future. Open-source software is generally freely accessible, usable and modifiable. Few of the licenses applicable to open-source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on the Nuvini Group’s ability to commercialize Nuvini Group’s data solutions. Moreover, although the Nuvini Group has implemented policies to regulate the use and incorporation of open-source software into its data solutions, Nuvini cannot be certain that the Nuvini Group has not incorporated open-source software in their data solutions in a manner that is inconsistent with such policies. If the Nuvini Group fails to comply with open source licenses, they may be subject to certain requirements, including requirements that they offer their data solutions that incorporate the open source software for no cost, that discontinue their data solutions that incorporate the open source software, that they make available source code for modifications or derivative works the Nuvini Group creates, and that the Nuvini Group licenses such modifications or derivative works under the terms of applicable open source licenses. If an author or other third party that distributes such open source software were to allege that the Nuvini Group has not complied with the conditions of one or more of these licenses, the Nuvini Group, and as a result, Nuvini, could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from generating revenue from clients using data solutions that contained the open source software and required to comply with onerous conditions or restrictions on these data solutions. In any of these events, the Nuvini Acquired Companies and their clients could be required to seek licenses from third parties in order to continue offering their data solutions and to re-engineer their data solutions or discontinue offering their data solutions to clients in the event the Nuvini Group cannot re-engineer them on a timely basis. Any of the foregoing could require the Nuvini Group to devote additional research and development resources to re-engineer the Nuvini Group’s data solutions, could result in client dissatisfaction and may adversely affect the Nuvini Group’s businesses, results of operations and financial condition. Additionally, the use of certain open source software can lead to greater risks that the use of third-party commercial software, as open source licensors generally make their open source software available “as-is” and do not provide updates, warranties, support, indemnities or other contractual protections regarding infringement or other intellectual property-related claims or quality of the code.
If the Nuvini Group is unable to protect its proprietary technologies, the Nuvini Group’s competitive position could be adversely affected.
The Nuvini Group has relied, and expects to continue to rely, on a combination of copyright, trademark and trade-secret laws, confidentiality procedures, and contractual provisions to establish, maintain and protect the Nuvini Group’s proprietary rights. The Nuvini Group typically enters into agreements with its respective employees, consultants, the Nuvini Acquired Companies’ clients, partners and vendors in an effort to control ownership of the Nuvini Group’s intellectual property and access to and distribution of the Nuvini Group’s software, documentation and other proprietary information. Despite these precautions, there may be authors of some of the intellectual property that form parts of Nuvini Group’s software products who have not assigned their intellectual property rights to the Nuvini Group and who have not waived their moral rights with respect thereto. The steps that Nuvini Group takes may not prevent misappropriation of the Nuvini Group’s intellectual property, and the agreements the Nuvini Group enters into may not be enforceable. Despite the Nuvini Group’s efforts to protect its proprietary rights in its intellectual property and that of other businesses the Nuvini Group may have acquired, unauthorized parties may copy or otherwise obtain and use the Nuvini Group’s proprietary technology or obtain information the Nuvini Group regards as proprietary. Policing unauthorized use of the Nuvini Group’s technology, if required, may be difficult, time- consuming and costly. the Nuvini Group’s means of protecting its technology may be inadequate.
Third parties may apply for and obtain patent protection for products and services that are similar to the Nuvini Group’s software solutions.
Despite the Nuvini Group’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of the Nuvini Group’s products or services or to obtain and to use information that the Nuvini Group regards as proprietary. Third parties may also independently develop similar or superior technology without violating the Nuvini Group’s proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent, as do the laws of Canada and the United States.
Trademark protection is an important factor in establishing product recognition. The Nuvini Group’s inability to protect its trademarks from infringement could result in injury to any goodwill which may be developed in its trademarks. Moreover, the Nuvini Group may be unable to use one or more of its trademarks because of successful third-party claims.
Claims of infringement are becoming increasingly common as the software industry develops and legal protections, including patents, are applied to software products. Although Nuvini believes that the Nuvini Group’s software products and technology do not infringe proprietary rights of others, litigation may be necessary to protect the Nuvini Group’s proprietary technology and third parties may assert infringement claims against the Nuvini Group with respect to their proprietary rights.
Any claims or litigation can be time consuming and expensive regardless of their merit. Infringement claims against the Nuvini Group could cause product release delays, require the Nuvini Group to redesign products or to enter into royalty or license agreements that may not be available on terms acceptable to the Nuvini Group, or at all.
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Disclosure of personally identifiable information and/or other sensitive client data could result in liability and harm the Nuvini Group’s reputation
The Nuvini Group stores and processes increasingly large amounts of personally identifiable information and other confidential information of their clients. The continued occurrence of high-profile data breaches provides evidence of an external environment increasingly hostile to information security. Despite the Nuvini Acquired Companies’ efforts to improve security controls, it is possible their security controls over personal data, training of employees on data security and other practices followed by the Nuvini Group may not prevent the improper disclosure of sensitive client data that the Nuvini Group stores and manages. Disclosure of personally identifiable information and/or other sensitive client data could result in regulatory sanctions and harm the Nuvini Group’s reputation.
In addition, the Nuvini Group’s systems may be violated, through unauthorized access, misappropriation, loss or modification of client information or the disruption of the Nuvini Group’s business operations. Nuvini may be unable to prevent acts of misconduct by members of the Nuvini Group’s management, employees or third parties that, in each case, may or may not derive a financial benefit from such misconduct.
Since the strategies used to obtain unauthorized access and sabotage systems constantly change and may not be known until they are used against the Nuvini Group or its third party service providers, the Nuvini Group may be unable to anticipate or adopt appropriate measures to protect against such attacks. If such security breaches are not prevented, the Nuvini Group could be subject to penalties under the Brazilian Data Protection Law (Lei Geral de Proteção de Dados, Brazilian Law No. 13,709/18), or LGPD, the Brazilian Internet Code (Brazilian Law No. 12,965/14); and the Brazilian Consumer Protection Code (Código de Defesa do Consumidor), or the Consumer Protection Code, including but not limited to warnings, the obligation to disclose the incident, deletion of personal data and fines of up to 2% of the Nuvini Group’s revenue or the revenue of the Nuvini Group in Brazil during the most recently concluded fiscal year, excluding taxes, up to an aggregate amount of R$50.0 million per infraction. The occurrence of any incident could damage the Nuvini Group’s reputation, resulting in substantial revenue loss due to lost sales and client dissatisfaction.
Nuvini Group’s intellectual property rights may not protect its businesses or provide the Nuvini Group with a competitive advantage.
To be successful, the Nuvini Group must protect the Nuvini Acquired Companies’ technologies and brands in Brazil and other jurisdictions through trademarks, trade secrets, patents, copyrights, intellectual property assignments, contractual restrictions and other intellectual property rights and confidentiality procedures.
The Nuvini Group has taken measures to protect its trade secrets and proprietary information/assets, but these measures may not be effective. Despite the Nuvini Group’s efforts to implement these protections, they may not protect the Nuvini Group’s businesses or provide it with a competitive advantage for a variety of reasons, including:
| ● | failure by the Nuvini Group to obtain, maintain and defend patents and other intellectual property rights for important innovations or maintain appropriate confidentiality and other protective measures to establish and maintain the Nuvini Group’s trade secrets; |
| ● | uncertainty in, and evolution of, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights; |
| ● | potential invalidation or narrowing of the Nuvini Group’s intellectual property rights through administrative processes or litigation; |
| ● | any inability by the Nuvini Group to detect infringement, misappropriation or other violations of the Nuvini Group’s intellectual property rights by third parties; and |
| ● | other practical, resource or business limitations on Nuvini Group’s ability to enforce its rights. |
Moreover, the laws of certain jurisdictions, including where the Nuvini Group has not applied for patent trademark protection nor other intellectual property registration, may not be as protective of intellectual property and proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property and proprietary rights may be inadequate. Therefore, in certain jurisdictions, the Nuvini Group may be unable to protect its proprietary technology adequately against unauthorized third party copying, infringement or use, which could adversely affect the Nuvini Group’s competitive position. Filing, prosecuting, maintaining and defending the Nuvini Group’s intellectual property in all or many countries throughout the world may be prohibitively expensive, and the Nuvini Group may choose to forgo such activities in some applicable jurisdictions. The lack of adequate legal protections of intellectual property or failure of legal remedies or related actions in jurisdictions outside of the United States or failure to obtain sufficient intellectual property protection could impede the Nuvini Group’s ability to market the Nuvini Group’s products, negatively affect the Nuvini Acquired Companies’ competitive position and could have a material adverse effect on the Nuvini Group’s businesses, financial condition, results of operations and prospects. As a result, the Nuvini Group may encounter significant problems in protecting and defending the Nuvini Group’s intellectual property or proprietary rights abroad.
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The Nuvini Group enters into confidentiality and invention assignment agreements with its employees and consultants. These agreements generally require that all confidential information or intellectual property developed by the individual or made known to the individual by the Nuvini Group during the course of the individual’s relationship with the Nuvini Group be kept confidential and not disclosed to third parties. The Nuvini Group cannot assure you that these agreements will be effective in controlling access to, use of, and distribution of the Nuvini Group’s proprietary information or in effectively securing exclusive ownership of intellectual property developed by the Nuvini Group’s employees and consultants, and that all intellectual property developed by individuals during the course of employment be assigned to the Nuvini Group. For example, the Nuvini Group may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that the Nuvini Group regards as its own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and the Nuvini Group may be forced to bring claims against third parties, or defend claims that they may bring against the Nuvini Group, to determine the ownership of what the Nuvini Group regards as its intellectual property. Further, these agreements may not prevent the Nuvini Group’s competitors from independently developing technologies that are substantially equivalent or superior to data solutions and services.
Additionally, the Nuvini Group may also be exposed to material risks of theft or unauthorized reverse engineering of the Nuvini Acquired Companies’ proprietary information and other intellectual property, including technical data, data sets or other sensitive information. The Nuvini Group’s efforts to enforce the Nuvini Group’s intellectual property rights may be inadequate to obtain a significant commercial advantage from the intellectual property that the Nuvini Group develops, which could have a material adverse effect on the Nuvini Group’s business, financial condition and results of operations. Moreover, if the Nuvini Group is unable to prevent the disclosure of the Nuvini Group’s trade secrets to third parties, or if the Nuvini Acquired Companies’ competitors independently develop any of the Nuvini Group’s trade secrets, the Nuvini Group may not be able to establish or maintain a competitive advantage in the Nuvini Group’s market, which could seriously harm its businesses.
Litigation may be necessary to enforce the Nuvini Group’s intellectual property or proprietary rights, protect the Nuvini Group’s trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any enforcement of the Nuvini Group’s intellectual property may provoke third parties to assert counterclaims against the Nuvini Acquired Companies, which could result in the loss of the Nuvini Group’s intellectual property rights. If the Nuvini Group is unable to prevent third parties from infringing, misappropriating or otherwise violating the Nuvini Group’s intellectual property or are required to incur substantial expenses defending the Nuvini Group’s intellectual property rights, the Nuvini Group’s business, financial condition and results of operations may be materially adversely affected.
Furthermore, the Nuvini Group’s success depends, in part, on the Nuvini Group’s ability to develop the Nuvini Group’s businesses without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of others. Claims by third parties that the Nuvini Group infringes, misappropriates or otherwise violates its intellectual property rights could harm the Nuvini Group’s business. The Nuvini Group’s competitors and other third parties may hold or obtain intellectual property rights that could prevent, limit or interfere with the Nuvini Group’s ability to make, use, develop, sell or market its data solutions and services. From time to time, the Nuvini Group may be subject to claims of infringement, misappropriation or other violation of patents or other intellectual property rights and related litigation. If the Nuvini Group is found to infringe, misappropriate or otherwise violate any third-party intellectual property, the Nuvini Group may be required to obtain a license to such third-party intellectual property, make ongoing royalty or license payments, cease offering the Nuvini Group’s products or using certain technologies, require the Nuvini Group to redesign affected products, enter into costly settlement or license agreements or pay substantial damage awards or face a temporary or permanent injunction prohibiting the Nuvini Group from marketing or selling certain of its products or comply with other unfavorable terms. Furthermore, the Nuvini Group could be found liable for treble damages and attorneys’ fees if the Nuvini Group is found to have willfully infringed a patent or other intellectual property right. If the Nuvini Group is required to obtain a license from any third party, such license may not be available at all or on commercially reasonable terms.
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Any litigation, whether or not resolved in the Nuvini Group’s favor and regardless of merit, could result in significant expense to the Nuvini Group, be time consuming and divert the efforts of the Nuvini Group’s technical and management personnel. Additionally, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of the Nuvini Group’s confidential information could be compromised by disclosure during any intellectual property-related litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Nuvini Ordinary Shares. Any of the foregoing could cause potential clients to refrain from purchasing the Nuvini Group’s data solutions or services or otherwise cause the Nuvini Group reputational harm and result in substantial costs, negative publicity and diversion of resources and management attention, any of which could have a material adverse effect on Nuvini Group’s businesses, financial condition, results of operations and prospects.
If the Nuvini Group is unable to protect the confidentiality of the Nuvini Group’s trade secrets and know-how, its business and competitive position would be harmed
The Nuvini Group relies on trade secrets and proprietary know-how protection for Nuvini Group’s confidential and proprietary information, including the Nuvini Group’s software code, and the Nuvini Group has taken security measures to protect this information, including by entering into confidentiality agreements with parties who have access to them, such as the Nuvini Group’s employees, collaborators, contract manufacturers, consultants, advisors and other third parties. These measures, however, may not provide adequate protection for the Nuvini Group’s trade secrets, know-how or other confidential information. The Nuvini Group cannot guarantee that the Nuvini Group has entered into such agreements with each party that may have or have had access to the Nuvini Group’s trade secrets or proprietary technology and processes. Moreover, there can be no assurance that any confidentiality agreements that the Nuvini Group has with its employees, consultants or other third parties will provide meaningful protection for the Nuvini Group’s trade secrets, know-how and confidential information or will provide adequate remedies in the event of unauthorized use or disclosure of such information. Despite these efforts, any of these parties may breach the agreements and disclose the Nuvini Group’s proprietary information, including the Nuvini Group’s trade secrets, and the Nuvini Group may not be able to obtain adequate remedies for such breaches. Monitoring unauthorized uses and disclosures is difficult. Accordingly, there also can be no assurance that the Nuvini Group’s trade secrets or know-how will not otherwise become known or be independently developed by competitors or other third parties, which could have a material adverse effect on the Nuvini Group’s business, financial condition, results of operations and prospects.
Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by the Nuvini Group. If any of the Nuvini Group’s confidential or proprietary information, such as the Nuvini Group’s trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, the Nuvini Group’s competitive position could be materially and adversely harmed.
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.
The registered or unregistered trademarks that Nuvini Group owns or uses may be challenged, infringed, circumvented, declared generic or descriptive, lapsed or determined to be infringing on or dilutive of other marks. During trademark registration proceedings, the Nuvini Group may receive rejections of the Nuvini Group’s applications by the U.S. Patent and Trademark Office (“USPTO”), or in other foreign jurisdictions. Although the Nuvini Group is given an opportunity to respond to such rejections, the Nuvini Group may be unable to overcome them. In addition, in the USPTO and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against the Nuvini Group’s trademarks, which may not survive such proceedings. Furthermore, owning and maintaining a trademark registration may not provide an adequate defense against a subsequent infringement claim asserted by the owner of a senior trademark. The Nuvini Group may not be able to protect the Nuvini Group’s rights in these trademarks, which the Nuvini Acquired Companies need in order to build name recognition with potential clients. In addition, third parties may file for registration of trademarks similar or identical to the Nuvini Group’s trademarks, thereby impeding the Nuvini Group’s ability to build brand identity and possibly leading to market confusion and loss of goodwill. If they succeed in registering or developing common-law rights in such trademarks, and if the Nuvini Group is not successful in challenging such third-party rights, the Nuvini Group may not be able to use these trademarks to develop brand recognition of the Nuvini Group’s technologies, products or services. In addition, there could be potential trademark infringement or unfair competition claims brought by owners of other registered trademarks or trademarks that incorporate variations of the Nuvini Group’s registered or unregistered trademarks. Over the long term, if the Nuvini Group is unable to establish name recognition based on the Nuvini Group’s trademarks, the lack of name recognition could have a material adverse effect on the Nuvini Group’s business, financial condition, results of operations and prospects.
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Risks Related to the Nuvini Group’s Substantial Operations in Brazil
The Nuvini Group is mainly concentrated in one geographic area, which increases the impact to the Nuvini Group’s exposure to various risks in that location.
Operating in a concentrated area increases the potential impact that many of the risks in that location may have upon the Nuvini Group’s businesses. For example, the Nuvini Group has greater exposure to regulatory actions impacting Brazil, natural disasters in that geographical area, competition for equipment, services, personnel and materials available in that area and access to infrastructure and market, which could have a material adverse effect on its financial condition and results of operations.
Brazil has experienced, and may continue to experience, adverse economic or political conditions that may impact the Nuvini Group’s business, financial condition and results of operations.
The Nuvini Group’s business is dependent to a large extent upon the economic conditions prevalent in Brazil. Brazil has historically experienced uneven periods of economic growth, recessions, periods of high inflation and economic instability. Recently, the economic growth rates in Brazil have slowed down and the country has entered into mild recessions. Economic and political developments in Brazil, including future economic changes or crises (such as inflation, currency devaluation or recession), government deadlock, political instability, terrorism, civil strife, changes in laws and regulations, restrictions on the repatriation of dividends or profits, expropriation or nationalization of property, restrictions on currency convertibility, volatility of the foreign exchange market and exchange controls could impact the Nuvini Acquired Companies’ operations and/or the market value of Nuvini Ordinary Shares and have a material adverse effect on the Nuvini Group’s business, financial condition and results of operations.
The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as Brazil’s political and economic conditions, could harm the Nuvini Group and the prices of Nuvini Ordinary Shares and Nuvini Warrants.
The Brazilian federal government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to bank accounts, currency devaluations, capital controls and import and export restrictions. The Nuvini Group has no control over and cannot predict what measures or policies the Brazilian government may take in the future. The Nuvini Group’s businesses and the market prices of Nuvini Ordinary Shares and Nuvini Warrants may be harmed by changes in Brazilian government policies, as well as general economic factors, including, without limitation:
| ● | growth or downturn of the economy; |
| ● | interest rates and monetary policies; |
| ● | exchange rates and currency fluctuations; |
| ● | inflation; |
| ● | liquidity of the capital and lending markets; |
| ● | import and export controls; |
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| ● | exchange controls and restrictions on remittances abroad and payments of dividends; |
| ● | modifications to laws and regulations according to political, social and economic interests; |
| ● | fiscal policy and changes in tax laws and related interpretations by tax authorities; |
| ● | economic, political and social instability, including general strikes and mass demonstrations; |
| ● | labor and social security regulations; |
| ● | energy and water shortages and rationing; |
| ● | commodity prices; |
| ● | public health, including as a result of epidemics and pandemics, such as the COVID-19 pandemic; |
| ● | changes in demographics; and |
| ● | other political, diplomatic, social and economic developments in or affecting Brazil. |
Uncertainty over whether the Brazilian federal government will implement reforms or changes in policy or regulations affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Brazil, which may have an adverse effect on the Nuvini Acquired Companies’ activities and consequently the Nuvini Group’s results of operations, and may also adversely affect the trading prices of Nuvini Ordinary Shares and Nuvini Warrants.
Further, Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. The recent economic instability in Brazil has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment. See “—The ongoing economic uncertainty and political instability in Brazil, including as a result of ongoing corruption investigations, may harm the Nuvini Group and the prices of Nuvini Ordinary Shares and Nuvini Warrants.”
The current political and economic environment in Brazil has affected, and is continuing to affect, the confidence of investors and the general public, which has historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil, and may adversely affect Nuvini Ordinary Shares.
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 Nuvini Ordinary Shares and Nuvini Warrants.
The recent economic instability in Brazil has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment. The negative macroeconomic environment in Brazil in recent years was in part due to economic and political uncertainties resulting from a global decrease in commodities prices as well as due to corruption investigations of Brazilian state-owned and private sector companies, politicians and business executives, which, in turn, led to the ouster and arrest of several prominent politicians. Launched by the Brazilian Federal Prosecutor’s Office at the end of 2014, the so-called Lava Jato investigation investigated members of the Brazilian government and other members of the legislative branch, as well as senior officers and directors of large state-owned companies and other companies in connection with allegations of political corruption. The resulting fallout from the Lava Jato operation contributed to the impeachment of Brazil’s former president, Dilma Rousseff, in August 2016, the arrest and conviction of current Brazilian President Luiz Inácio Lula da Silva, in April 2018, and the destabilization of the Brazilian economy. In November 2019, President Luiz Inácio Lula da Silva was released from prison after a Brazilian Supreme Court ruling that allows defendants to remain free while their appeals are pending. In March 2021, a Brazilian Supreme Court ruling issued by Justice Edson Fachin annulled the decisions that had convicted former President Luiz Inácio Lula da Silva. As a result of this ruling, President Luiz Inácio Lula da Silva recovered his political rights and was elected and inaugurated as president on January 1, 2023, for a four-year term. Lula’s first days in office were impacted by the largest protests against democratic institutions in the history of Brazil. Certain groups formed by extreme supporters of the defeated candidate (former president Jair Messias Bolsonaro) performed acts of civil unrest and stormed into Brazil’s Supreme Court, Congress and Presidency buildings, conducting acts of violence and destruction.
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The president of Brazil has the power to determine policies and issue governmental acts related to the Brazilian economy that affect the operations and financial performance of companies, including Nuvini. It is expected that the new Brazilian federal government may propose the general terms of fiscal reform to stimulate the economy and reduce the forecasted budget deficit for 2024 and following years, but it is uncertain whether the Brazilian government will be able to gather the required support in the Brazilian Congress to pass additional specific reforms. We cannot predict which policies the Brazilian federal government may adopt or change or the effect that any such policies might have on our business and on the Brazilian economy. In addition, the Brazilian government is incurring significant levels of debt to finance public spending, which is expected to continue to increase the Brazilian budget deficit. Any such new policies or changes to current policies may have a material adverse impact on our business, results of operations, financial condition and prospects. Any of the above factors may create additional political uncertainty, which could harm the Brazilian economy and, consequently, our business, and could adversely affect our financial condition, results of operations and the trading price of the Nuvini Ordinary Shares. Inflation and government measures to curb inflation may adversely affect the economies and capital management.
In addition, a failure by the Brazilian government to implement necessary reforms may result in diminished confidence in the Brazilian government’s budgetary condition and fiscal stance, which could result in downgrades of Brazil’s sovereign foreign credit rating by credit rating agencies, negatively impact Brazil’s economy, lead to further depreciation of the Brazilian real and an increase in inflation and interest rates, adversely affecting the Nuvini Group’s business, financial condition and results of operations.
Any of the above factors may create additional political uncertainty, which could harm the Brazilian economy and, consequently, Nuvini Group’s business and the value of its investments in Brazil, and could adversely affect the Nuvini Group’s financial condition, results of operations and the price of Nuvini Ordinary Shares.
Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm the Brazilian economy and the prices of Nuvini Ordinary Shares and Nuvini Warrants.
The market for securities offered by companies such as the Nuvini Group is influenced by economic and market conditions in Brazil and emerging markets, as well as the United States, Europe and other countries. To the extent the conditions of the global markets or economy deteriorate, the Nuvini Group’s business may be adversely affected. The weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased unemployment, reduced income and asset values in many areas, reduction of China’s growth rate, currency volatility and limited availability of credit and access to capital. Developments or economic conditions in other emerging countries have at times significantly affected the availability of credit to companies with significant operations in Brazil and resulted in considerable outflows of funds from Brazil, decreasing the amount of foreign investments in Brazil, impacting overall growth expectations for the Brazilian economy.
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Crises and political instability in other emerging market countries, the United States, Europe or other countries, including increased international trade tensions and protectionist policies, could decrease investor demand for securities offered by companies with significant operations in Brazil, such as Nuvini Ordinary Shares. These developments, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may harm the Nuvini Group’s business and the price of Nuvini Ordinary Shares.
Inflation and certain government measures to curb inflation may adversely affect the Brazilian economy and capital markets, and as a result, harm the Nuvini Group’s business and the prices of Nuvini Ordinary Shares and Nuvini Warrants.
In the past, high rates of inflation have adversely affected the economy and capital markets of Brazil and the ability of the Brazilian government to create conditions that stimulate or maintain economic growth. Moreover, governmental measures to curb inflation and speculation about possible governmental measures have contributed to the negative economic impact of inflation and have created general economic uncertainty and heightened volatility in the capital markets. As part of these measures, governments have at times maintained a restrictive monetary policy and high interest rates that has limited the availability of credit and economic growth.
Inflation as measured by the Broad National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo, or “IPCA”), which is published by the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística, or “IBGE”), was 4.3%, 4.8%, and 4.6% as of December 31, 2025, 2024, and 2023, respectively. Inflation measured by the General Market Prices Index (Índice Geral de Preços-Mercado, or “IGP-M”) was 1.1%, 6.5%, and (3.2)% as of December 31, 2025, 2024, and 2023, respectively. Brazil may experience high levels of inflation in the future and inflationary pressures may lead to the Brazilian government intervening in the economy and introducing policies that could harm the Nuvini Group’s business and the trading price of Nuvini Ordinary Shares. In the past, the Brazilian government’s interventions included the maintenance of a restrictive monetary policy with high interest rates that restricted credit availability and reduced economic growth, causing volatility in interest rates. For example, after reaching a historical low of 2.0% in August 2020, the COPOM began increasing interest rates in March 2021 and, as a result, the SELIC rate reached 9.25% in December 2021 and 13.75% in December 2022. On August 2023, the Brazilian Central Bank started cutting the SELIC rate as a result of a slowdown in inflation, and the SELIC rate was set to 10.50% as of May 2024. Nevertheless, renewed inflationary pressures—driven in part by fiscal concerns stemming from persistent budget deficits and increased government spending—prompted the Brazilian Central Bank to reverse course and resume hiking rates in September 2024, with the SELIC rate reaching 12.25% by December 2024. As of the date of this annual report, the SELIC rate stands at 14.75% per annum, reflecting the challenges of controlling inflation amid a strong economy, historically low unemployment levels, and fiscal imbalances requiring tighter monetary policy to maintain economic stability.
Although inflation rates in Brazil have been relatively low in the recent past, the Nuvini Group cannot assure you that this trend will continue. The measures taken by the Brazilian government to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and retarding economic growth. Inflation, measures to combat inflation and public speculation about possible additional actions have also contributed materially to economic uncertainty in Brazil and to heightened volatility in its securities markets. Periods of higher inflation may slow the growth rate of the Brazilian economy and lead to reduced demand for the Nuvini Acquired Companies’ data solutions and services. Inflation is also likely to increase some of Nuvini’s costs and expenses, which the Nuvini Group may not be able to fully pass on to clients and could adversely affect the Nuvini Group’s operating margins and operating income. In addition, inflation affects Nuvini’s financial liquidity and financial capital resources primarily by exposing Nuvini to the variations in Nuvini’s floating-rate loans. As of December 31, 2025, approximately 97.5% of Nuvini’s loans and borrowings were subject to floating interest rates, particularly the CDI floating rate. Rising interest rates may also impact the costs of Nuvini’s fundraising and indebtedness, increasing Nuvini’s financial expenses. Such an increase could adversely affect Nuvini’s ability to pay Nuvini’s obligations to the extent it reduces cash on hand. Mismatches between rates contracted in assets versus liabilities and/or high volatility in interest rates may result in financial losses for Nuvini.
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Exchange rate instability may have adverse effects on the Brazilian economy, the Nuvini Group’s businesses and the trading prices of Nuvini Ordinary Shares and Nuvini Warrants.
The Brazilian real has been historically volatile and has been devalued frequently, and the Brazilian government has in the past implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system.
There has been persistently high volatility in the foreign exchange market for the Brazilian real in recent years. As of December 31, 2023, 2024 and 2025, the real/U.S. dollar exchange rate reported by the Central Bank was R$4.841, R$6.192 and R$5.515, in each case, per US$1.00. There can be no assurance that the real will not appreciate or further depreciate against the U.S. dollar or other currencies in the future.
A devaluation of the real relative to the U.S. dollar could create inflationary pressures and cause governments to, among other measures, increase interest rates. Any depreciation of the real may generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of the Nuvini Group’s results of operations. Restrictive macroeconomic policies could reduce the stability of the Brazilian economy and harm the Nuvini Group’s results of operations and profitability. In addition, domestic and international reactions to restrictive economic policies could have a negative impact on the Brazilian economy.
These policies and any reactions to them may harm the Nuvini Group by curtailing access to foreign financial markets and prompting further government intervention. A devaluation of the real relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth. On the other hand, an appreciation of the real relative to the U.S. dollar and other foreign currencies may deteriorate foreign exchange current accounts. Depending on the circumstances, either devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could restrict the growth of the Brazilian economy and affect the Nuvini Group’s business, results of operations and profitability.
For additional information on the impact of fluctuations in currency exchange rates on the Nuvini Group’s business, see “—In the event of an expansion of Nuvini’s business to Latin America, the Nuvini Group may be exposed to fluctuations in currency exchange rates, which could negatively affect its results of operations and its ability to invest and hold its cash.”
In line with the Nuvini Group’s future international expansion plans, the changes in the political and economic environments in Brazil and Latin America countries could adversely affect the Nuvini Group.
In conducting the Nuvini Group’s businesses in emerging markets, the Nuvini Group is subject to political, economic, legal, operational and other risks that are inherent to operating in these countries.
The Nuvini Group may encounter the following difficulties, among others, related to the foreign markets in which it currently operates or will operate in the future:
| ● | unforeseen regulatory changes; |
| ● | inability to attract personnel and generate business outside of Brazil; |
| ● | changes in tax law; |
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| ● | changes in trade and investment policies and regulations; |
| ● | difficulties in registering and protecting trademarks and software; |
| ● | nationalization, expropriation, price controls and other restrictive governmental actions; |
| ● | adoption of governmental measures that protect, subsidize or otherwise favor competitors native to such foreign markets; and |
| ● | cultural and linguistic barriers. |
If one or more of these risks materialize, and the Nuvini Group is not able to overcome these difficulties, its business, results of operations and financial condition may be adversely affected.
Infrastructure and workforce deficiency in Brazil may impact economic growth and have a material adverse effect on the Nuvini Group.
The Nuvini Group’s performance is impacted by the overall health and growth of international economies, specifically in Brazil. In Brazil, gross domestic product (“GDP”) growth has fluctuated over the past few years, with growth of 2.9 % in 2023 and growth of 3.4% in 2024. In 2025, Brazil’s GDP growth was 2.3%. Growth is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, general strikes, the lack of a qualified labor force (particularly in information technology sectors) and the lack of private and public investments in these areas, which limit productivity and efficiency. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on the Nuvini Group.
Any further downgrading of Brazil’s credit rating could reduce the trading prices of Nuvini Ordinary Shares and Nuvini Warrants.
Given the current significance of the Nuvini Group’s Brazilian operations to Nuvini’s results of operations as a whole, Nuvini may be harmed by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies regularly evaluate Brazil and its sovereign credit ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors.
The rating agencies began to review Brazil’s sovereign credit rating in September 2015. Subsequently, the three major rating agencies downgraded Brazil’s investment-grade status:
| ● | Standard & Poor’s initially downgraded Brazil’s credit rating from BBB-negative to BB-positive and subsequently downgraded it again from BB-positive to BB, maintaining its negative outlook, citing a worse credit situation since the first downgrade. On December 19, 2023, Standard & Poor’s improved Brazil’s credit rating from BB-negative to BB stable. The transfer and convertibility assessment was raised from BBB-negative to BB-positive. In June 2025, the S&P affirmed the rating and stable outlook. |
| ● | In December 2015, Moody’s placed Brazil’s Baa3’s issue and bond ratings under review for downgrade and subsequently downgraded the issue and bond ratings to below investment grade, at Ba2 with a negative outlook, citing the prospect of a further deterioration in Brazil’s debt indicators, taking into account the low growth environment and the challenging political scenario. On May 25, 2021, Moody’s maintained Brazil’s credit rating at Ba2-stable, which was reaffirmed on April 22, 2022. On October 1, 2024, Moody’s upgraded the Government of Brazil’s long-term issuer and senior unsecured bond ratings to Ba1 from Ba2, the senior unsecured shelf rating to (P)Ba1 from (P)Ba2; and maintained the positive outlook. In May 2025, Moody’s changed Brazil’s outlook to positive and affirmed their Ba1 rating. |
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| ● | Fitch downgraded Brazil’s sovereign credit rating to BB-positive with a negative outlook, citing the rapid expansion of the country’s budget deficit and the worse-than-expected recession. In February 2018, Fitch downgraded Brazil’s sovereign credit rating again to BB-negative, citing, among other reasons, fiscal deficits, the increasing burden of public debt and an inability to implement reforms that would structurally improve Brazil’s public finances. On May 27, 2021, Fitch reaffirmed Brazil’s credit rating at BB-negative. On December 20, 2022, Fitch improved Brazil’s sovereign credit rating to BB stable. In June 2024 and 2025, Fitch has affirmed the IDR rating at BB-stable. |
Brazil’s sovereign credit rating is currently rated below investment grade by the three main credit rating agencies. Consequently, the prices of securities offered by companies with significant operations in Brazil have been negatively affected. A prolongation or worsening of the current Brazilian recession and continued political uncertainty, among other factors, could lead to further ratings downgrades. Any further downgrade of Brazil’s sovereign credit ratings could heighten investors’ perception of risk and, as a result, cause the trading prices of Nuvini Ordinary Shares and Nuvini Warrants to decline.
Additionally, a downgrade of the sovereign credit rating of Brazil may affect Nuvini’s own credit rating, hindering its ability to secure loans at competitive rates compared to its competitors, which may impact Nuvini’s ability to grow its business and, consequently, affect the prices of Nuvini Ordinary Shares and Nuvini Warrants.
In the event of an expansion of Nuvini’s business to Latin America, the Nuvini Group may be exposed to fluctuations in currency exchange rates, which could negatively affect its results of operations and its ability to invest and hold its cash.
Nuvini Group’s functional currency is the Brazilian real. If the Nuvini Group expands its business to Latin American countries, part of its future revenues and costs would be denominated in other currencies, including U.S. dollars, hence the Nuvini Group’s exposure to the effects of fluctuations in currency exchange rates may grow significantly. Various events and circumstances, including political and macroeconomic events beyond the Nuvini Group’s control or impossible or difficult to foresee, could have a significant impact on the foreign exchange environment, as evidenced by the dramatic volatility of the Brazilian real against the U.S. dollar in recent years (for additional information, see “Item 5. Operating and Financial Review and Prospects.
In addition, the Nuvini Group may have U.S. dollar-denominated and/or Euro-denominated loans in the future. To mitigate the Nuvini Group’s exchange rate exposure in relation to these possible loans, the Nuvini Group may enter into derivative financial transactions with financial institutions to hedge against the fluctuation of the Euro/real and U.S. dollar/real exchange rates and link the Nuvini Group’s principal and interest to a fixed rate or the Brazilian interbank deposit certificate (Certificado de Depósito Interbancário). The use of hedging instruments may introduce additional risks if the Nuvini Group is unable to structure effective hedges with such instruments.
Risks Related to Legal Matters and Regulations
We are currently not in compliance with certain Nasdaq corporate governance requirements and may be subject to adverse consequences if we fail to regain compliance within the applicable cure period.
As disclosed under “Item 16A. Audit Committee,” we currently do not have the minimum number of audit committee members required under Nasdaq Listing Rule 5605(c)(2). Although we are relying on the cure period provided under Nasdaq Listing Rule 5605(c)(4) to regain compliance, there can be no assurance that we will be able to appoint a qualified independent director within the required timeframe. If we fail to regain compliance within the applicable cure period, Nasdaq may take enforcement action, which could include the issuance of a delisting determination. Any such action could materially and adversely affect the trading of our securities, our reputation, and our ability to access the capital markets.
Internet regulation in Brazil is recent and still limited and several legal issues related to the Internet are uncertain.
In 2014, Brazil enacted the Brazilian Civil Rights Framework for the Internet (so called Marco Civil da Internet), which is a law setting forth principles, guarantees, rights and duties for the use of the Internet in Brazil, including provisions about internet service provider liability, internet user privacy and internet neutrality. In May 2016, further regulations were passed in connection with the referred law. The administrative penalties imposed by the Brazilian Civil Rights Framework for the Internet include notification, fines (up to 10% of the revenues of the relevant entity’s economic group in Brazil in the preceding fiscal year) and suspension or prohibition from engaging in data processing activities. The Brazilian Civil Rights Framework for the Internet also determines joint and several liability between foreign parent companies and the local Brazilian subsidiary for the payment of fines that may be imposed for breach of its provisions. Administrative penalties may be applied cumulatively. Daily fines may be imposed in judicial proceedings, as a way to compel compliance with a Brazilian court order. If for any reason a company fails to comply with the court order, the fine can reach significant amounts. The Nuvini Group may be subject to liability under these laws and regulations should it fails to adequately comply with the Brazilian Civil Rights Framework for the Internet.
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The Nuvini Group’s clients may be subject to new and evolving privacy and data protection-related laws and regulations that impose obligations in connection with the collection, storage, use, processing, disclosure, protection, transmission, retention and disposal of personal, sensitive, regulated or confidential data.
The privacy and security of personal, sensitive, regulated or confidential data is a major focus in the Nuvini Acquired Companies’ industry and the Nuvini Acquired Companies and their clients that use the Nuvini Acquired Companies’ data solutions and services are subject to federal, state, local and foreign privacy and data protection-related laws and regulations that impose obligations in connection with the collection, storage, use, processing, disclosure, protection, transmission, retention and disposal of personal, sensitive, regulated or confidential data.
Laws and regulations governing data privacy, data protection and information security are constantly evolving and there has been an increasing focus on privacy and data protection issues with the potential to affect the Nuvini Group’s business. The nature of the Nuvini Acquired Companies’ businesses exposes the Nuvini Group to risks related to possible shortcomings in data protection and information security laws and regulations. Any perceived or actual unauthorized disclosure of personally identifiable information, whether through breach of the Nuvini Acquired Companies’ network by an unauthorized party, employee theft, misuse or error or otherwise, including the data protection of the Nuvini Acquired Companies’ clients, the end-consumers of the Nuvini Acquired Companies’ clients and employees or third parties, could harm the Nuvini Acquired Companies’ reputations, impair the Nuvini Acquired Companies’ ability to attract and retain their clients, or subject the Nuvini Group to claims or litigation arising from damages suffered by individuals.
Law No. 13,709/2018 (Lei Geral de Proteção de Dados Pessoais, or “LGPD”), came into force on September 18, 2020 to regulate the processing of personal data in Brazil. The LGPD applies to individuals or legal entities, either private or governmental entities, that process or collect personal data in Brazil and which processing activities aim at offering or supplying goods or services to data subjects located in Brazil. The LGPD establishes detailed rules for, but not limited to, the collection, use, processing and storage of personal data and affect all economic sectors, including the relationship between clients and suppliers of goods and services, employees and employers and other relationships in which personal data is collected and processed, whether in a digital or physical environment.
Since the entry into force of the LGPD, all processing agents/legal entities are required to adapt their data processing activities to comply with this new set of rules. The Nuvini Group has implemented changes to its policies and procedures designed to ensure compliance with the relevant requirements under the LGPD. Even so, as it is a recent law, the National Data Protection Authority (Autoridade Nacional de Proteção de Dados, or the “ANPD”) as regulatory agency may raise other relevant issues or provide new guidance that will require further action from Nuvini to remain fully compliant.
The penalties for violations of the LGPD include: (i) warnings imposing a deadline for the adoption of corrective measures; (ii) a fine of up to 2% of the Nuvini Group’s revenues, subject to the limit of R$50.0 million per violation; (iii) daily fines; (iv) mandatory disclosure of the violation after it has been investigated and confirmed; (v) the restriction of access to the personal data to which the violation relates up to a six-month period, that can be extended for the same period, until the processing activities are compliant with the regulation, and in case of repeated violation, temporary block and/or deletion of the related personal data and partial or complete prohibition of processing activities; and (vi) temporary or permanent prohibition against conducting activities related to data processing. Any additional privacy laws or regulations enacted or approved in Brazil or in other jurisdictions in which The Nuvini Group operates could seriously harm its business, financial condition or results of operations. Under the LGPD, security breaches that may result in significant risk or damage to personal data must be reported to the ANPD, the data protection regulatory body, within two (2) business days as from the date the affected controller became aware of the incident. The notice to the ANPD must include: (i) a description of the nature of the personal data affected by the breach; (ii) the affected data subjects; (iii) the technical and security measures adopted; (iv) the risks related to the breach; (v) the reasons for any delays in reporting the breach, if applicable; and (vi) the measures adopted to revert or mitigate the effects of the damage caused by the breach.
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Moreover, the ANPD could establish other obligations related to data protection that are not described above. In addition to the administrative sanctions, due to the noncompliance with the obligations established by the LGPD, the Nuvini Group can be held liable for individual or collective material damages and non-material damages caused to data subjects, including when caused by third parties that serve as processors of personal data on the Nuvini Acquired Companies’ behalf.
In addition to the civil liability, the imposition of the administrative sanctions of the LGPD does not prevent the imposition of administrative sanctions set forth by other laws that address issues related to data privacy and protection, such as Law No. 8,078/1990, or the Brazilian Code of Consumer Defense, and Law No. 12,965/2014, or the Brazilian Civil Rights Framework for the Internet. These administrative sanctions can be applied by other public authorities, such as the Attorney General’s Office and consumer protection agencies. The Nuvini Group can also be held liable civilly for violation of these laws.
Similarly, many foreign countries and governmental bodies, including in countries in which the Nuvini Group currently operate, have laws and regulations concerning the collection, storage, use, processing, disclosure, protection, transmission, retention and disposal of personal, sensitive, regulated or confidential data. For example, the European Union’s (“EU”) General Data Protection Regulation (EU) 2016/679 (“GDPR”), went into effect in May 2018, and has and will continue to result in significantly greater compliance burdens and costs for companies with clients and operations in the EEA by imposing stringent administrative requirements for controllers and processors of personal data of EEA data subjects, including, for example, data breach notification requirements, limitations on retention of information and rights for data subjects over their personal data. The GDPR also provides that EU member states may make their own further laws and regulations limiting the processing of personal data. Ensuring compliance with the GDPR is an ongoing commitment that involves substantial costs, and despite Nuvini’s efforts, data protection authorities or others(including individual data subjects) may assert that the Nuvini Group’s business practices fail to comply with the GDPR’s requirements. If the Nuvini Group’s operations are found to violate GDPR requirements, the Nuvini Group may incur substantial fines and other penalties, including bans on processing and transferring personal data, have to change the Nuvini Group’s business practices, and face reputational harm, any of which could have an adverse effect on the Nuvini Group’s businesses. In particular, serious breaches of the GDPR can result in administrative fines ranging from €10 million to €20 million or 2.0% or 4.0% of total worldwide annual revenue, whichever is higher.
Such penalties are in addition to any civil litigation claims by data controllers, clients and data subjects, which includes the possibility of data subject-led class action claims and injunctions.
In addition, recent legal developments in Europe have created compliance uncertainty regarding transfers of personal data from the EEA to the United States. In July 2020, the Court of Justice of the European Union, or CJEU, invalidated the EU-U.S. Privacy Shield Framework, a mechanism for the transfer of personal data from the EEA to the United States, and made clear that reliance on standard contractual clauses for the transfer of personal data outside of the EEA alone may not be sufficient in all circumstances, in which organizations may be required to take supplementary measures. Authorities in Switzerland have also issued guidance calling the Swiss-U.S. Privacy Shield Framework inadequate and raising similar questions about the standard contractual clauses. At present, there are few, if any, viable alternatives to the standard contractual clauses. If the Nuvini Group is unable to implement sufficient safeguards to ensure that the Nuvini Group’s transfers of personal data from the EEA are lawful, the Nuvini Group may face increased exposure to regulatory actions, substantial fines and injunctions against processing personal data from the EEA. Loss of the Nuvini Group’s ability to lawfully transfer personal data out of the EEA to these or any other jurisdictions may cause reluctance or refusal by current or prospective European clients to use the Nuvini Acquired Companies’ data solutions or services, and the Nuvini Group may be required to increase its data processing capabilities in the EEA at significant expense. Additionally, other countries outside of the EEA have passed or are considering passing laws requiring local data residency, which could increase the cost and complexity of delivering the Nuvini Acquired Companies’ services.
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Further, the UK’s withdrawal from the EU and ongoing developments in the UK have created uncertainty regarding data protection regulation in the UK. As of January 1, 2021, the Nuvini Group is required to comply with the GDPR as well as the UK General Data Protection Regulation (“UK GDPR”), the implementation of which exposes the Nuvini Group to two parallel data protection regimes in Europe, whereby additional and separate fines under the UK GDPR range from £8.7 million to £17.5 million or 2.0% to 4.0% of total worldwide annual revenue, whichever is higher. However, going forward, there may be increasing scope for divergence in application, interpretation and enforcement of data protection laws as between the UK and the EEA, and the relationship between the UK and the EEA in relation to certain aspects of data protection law remains uncertain. In addition, while the UK data protection regime currently permits data transfers from the UK to the EEA and other third countries covered by a European Commission adequacy decision, and currently includes a framework to permit the continued use of standard contractual clauses and binding corporate rules for personal data transfers from the UK to third countries, this is subject to change in the future, and any such changes could have implications for the Nuvini Group’s transfer of personal data from the UK to the EEA and other third countries.
In the United States, California enacted the California Consumer Privacy Act (“CCPA”), which took effect in January 2020 and limits how the Nuvini Group may collect, use and process personal data of California residents. The CCPA establishes a privacy framework for covered companies such as the Nuvini Group’s by, among other things, creating an expanded definition of personal information, establishing data privacy rights for California residents and creating a potentially severe statutory damages framework and private rights of action for certain data breaches. Further, in November 2020, California voters approved the California Privacy Rights Act (the “CPRA”), which will amend and expand the CCPA. Effective beginning January 1, 2023, the CPRA imposes additional obligations on companies covered by the legislation and will significantly modify the CCPA, including by expanding California residents’ rights with respect to their personal data, and by establishing a regulatory agency dedicated to implementing and enforcing the CCPA and CPRA. The effects of the CCPA and CPRA are potentially far-reaching, and may require the Nuvini Group to modify their data processing practices and policies and incur substantial compliance-related costs and expenses, and it remains unclear how various provisions will be interpreted and enforced. Certain other state laws in the United States, including the recently enacted Virginia Consumer Data Protection Act, impose similar privacy obligations and all 50 states have laws including obligations to provide notification of certain security breaches to affected individuals, state officials and others. The Nuvini Group also may be bound by contractual obligations relating to its collection, use and disclosure of personal, financial and other data.
While the Nuvini Group strives to comply with all applicable privacy, data protection and information security laws and regulations, as well as the Nuvini Group’s contractual obligations, posted privacy policies and applicable industry standards, such laws, regulations, obligations and standards continue to evolve and are becoming increasingly complex, and sometimes conflict among the various jurisdictions and countries in which the Nuvini Group operates, which makes compliance challenging and expensive. For example, the Nuvini Group continues to see jurisdictions imposing data localization laws, which require personal information or certain subcategories of personal information to be stored in the jurisdiction of origin. These regulations may inhibit the Nuvini Group’s ability to expand into those markets or prohibit the Nuvini Acquired Companies from continuing to offer services in those markets without significant additional costs. In addition, any failure or perceived failure by the Nuvini Group, or any third parties with whom the Nuvini Group does business, to comply with laws, regulations, policies, industry standards or contractual or other legal obligations relating to privacy, data protection or information security may result in governmental investigations, inquiries, enforcement actions and prosecutions, private litigation, fines and penalties, adverse publicity or potential loss of business.
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The Nuvini Group expects that there will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning privacy, data protection and information security in Brazil and other jurisdictions and it cannot yet determine the impact such future laws, rules, regulations and standards may have on the Nuvini Group’s business. Moreover, existing Brazilian and foreign privacy and data protection-related laws and regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new laws and regulations regarding privacy and data protection-related matters. Additionally, the Nuvini Acquired Companies’ clients may be subject to differing privacy laws, rules and legislation, which may mean that they require the Nuvini Group to be bound by varying contractual requirements application to certain other jurisdictions. Because global laws, regulations and industry standards concerning privacy and data security have continued to develop and evolve rapidly, compliance with such new laws or to changes to existing laws may impact the Nuvini Group’s business and practices, require the Nuvini Group to expend significant resources to adapt to these changes or to stop offering the Nuvini Acquired Companies’ data solutions or services in certain countries. These developments could adversely affect the Nuvini Group’s business, results of operations and financial condition.
Changes in tax laws or differing interpretations of tax laws may adversely affect the Nuvini Group’s results of operations.
The Nuvini Group conducts business mainly in Brazil and files tax returns in multiple jurisdictions as a result of the Nuvini Group’s international operations. The Nuvini Group’s consolidated effective income tax rate could be materially adversely affected by several factors, including: changing tax laws, regulations and tax treaties or the interpretation thereof; tax policy initiatives, tax reforms; the practices and understanding of tax authorities in jurisdictions in which the Nuvini Group operates; the resolution of issues arising from tax audits or examinations and any related interest or penalties. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or paid (in the specific context of withholding tax).
Furthermore, Brazilian governmental authorities at the federal, state and local levels are considering changes in tax laws in order to cover budgetary shortfalls resulting from the recent economic downturn in Brazil, and also to simplify the overall domestic tax system. If these proposals are enacted they may harm the Nuvini Group’s profitability by increasing the Nuvini Group’s tax liabilities and costs with tax compliance, or otherwise affecting the Nuvini Group’s financial condition, results of operations and cash flows.
Tax rules in Brazil, particularly at the local level, can change sometimes at short notice given the dynamics allowed by the tax legislation system based on a combination of voting, sanction and veto powers from the many legislators. Recently, the Brazilian Supreme Court (“STF”) ruled that final favorable decisions held by taxpayers may be rendered void if the higher judicial court subsequently issues a conflicting ruling. This scenario may occur if the tax under analysis is collected on an “ongoing basis”, such as the Corporate Income Taxes that are due yearly. Taxes due under a “one-off” transaction, such as Tax on Inter-Vivos Property Transfers, are not subject to STF’s ruling.
If STF issues a ruling that voids a decision that was favorable to the Nuvini Group, taxes may be levied on the Nuvini Group retroactively, including interest and penalties.
Additionally, the Brazilian tax system is quite complex and requires substantial compliance costs, time and effort from companies operating in Brazil.
Despite the fact that the Nuvini Group applies all the proper efforts to manage the Nuvini Group’s tax obligations, the Nuvini Group may not always be timely aware of all such changes that affect the Nuvini Group’s business and the Nuvini Group may therefore fail to pay the applicable taxes or otherwise comply with tax regulations, which may result in additional tax assessments and penalties for the Nuvini Group.
A recent example involves the uncertainty as to the applicable taxes on the licensing and assignment of software rights in Brazil. Certain Brazilian state laws, including laws and decrees enacted by the State of São Paulo, required the payment of taxes on sales (Imposto Sobre Operações Relativas à Circulação de Mercadorias e Serviços de Transporte Interestadual de Intermunicipal e de Comunicações, or “ICMS”) in connection with these transactions, while municipalities also demanded the payment of taxes levied on the provision of services (Imposto sobre Serviço, or “ISS”). In February 2021, the Brazilian Supreme Court, so-called “STF”, decided that only ISS taxes are due on the licensing and assignment of software rights and that the legislation enacted by the State of São Paulo is unconstitutional. Despite the Nuvini Group’s consistent allegation of double taxation and existing case law in the Nuvini Group’s favor, the Nuvini Group may be party to tax claims filed by Brazilian municipalities due to the Nuvini Group’s non-collection of ISS prior to the Brazilian Supreme Court judgment.
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At the municipal level, the Brazilian government enacted Supplementary Law No. 157/16, which imposed changes regarding the collection of ISS applied to the rendering of part of the Nuvini Acquired Companies’ services. These changes created new obligations, as ISS will now be due in the municipality in which the acquirer of the Nuvini Acquired Companies’ services is located rather than in the municipality in which the service provider’s facilities are located. This obligation took force in January 2018 but has been delayed by Direct Unconstitutionality Action No. 5835 (“ADI”), filed by taxpayers. The ADI challenges the constitutionality of Supplementary Law No. 157/16 before the Brazilian Supreme Court, arguing that the new legislation would adversely affect companies’ activities due to the increase of costs and bureaucracy related to the ISS payment to several municipalities and the compliance with tax reporting obligations connected therewith. As a result, the Brazilian Supreme Court granted an injunction to suspend the enforcement of Supplementary Law No. 157/16. In June 2020, the ADI was included in the judgment agenda of the Brazilian Supreme Court but, as of the date of this annual report, a final decision on this matter is currently pending.
Another example is the benefit provided by Brazilian Law No. 11,196/05 (“Lei do Bem”), which currently grants tax benefits to companies that invest in research and development by reducing annual corporate income tax expenses, provided that some requirements are met. The Nuvini Group currently does not meet all the legal minimum requirements under Lei do Bem to take advantage of such tax benefit, but the Nuvini Group expects to able to rely on this benefit in the future. If the taxes applicable to the Nuvini Group’s business increase or any tax benefits are revoked and the Nuvini Group cannot alter its cost structure to pass the Nuvini Group’s tax increases on to the Nuvini Acquired Companies’ clients, Nuvini Group’s financial condition, results of operations and cash flows could be adversely affected.
Moreover, the Nuvini Group is subject to tax laws and regulations that may be interpreted differently by tax authorities and Nuvini. The application of indirect taxes, such as sales and use tax, value-added tax (“VAT”), provincial taxes, goods and services tax, business tax and gross receipt tax, to businesses such as the Nuvini Group’s is complex and continues to evolve. The Nuvini Group is required to use significant judgment in order to evaluate applicable tax obligations. In many cases, the ultimate tax determination is uncertain because it is not clear how existing statutes apply to the Nuvini Group’s business. One or more states or municipalities, the federal government or other countries may seek to challenge the taxation or procedures applied to the Nuvini Group’s transactions, which could impose the charge of taxes or additional reporting, record-keeping or indirect tax collection obligations on businesses like the Nuvini Group’s. New taxes could also require the Nuvini Group to incur substantial costs to capture data and collect and remit taxes. If such obligations were imposed, the additional costs associated with tax collection, remittance and audit requirements could have a material adverse effect on the Nuvini Group’s business and financial results.
The Brazilian federal government also recently announced and presented to Congress (i) the Bill of Law No. 3,887/2020, focused on several changes on the taxes currently levied on revenues; and (ii) the Bill of Law No. 2,337/2021, the so called “second phase” of the envisaged Brazilian Tax Reform Plan, focused on income taxation, which includes several topics such as the taxation of dividends (by the WHT at a 15% rate), adjustments in corporate taxation basis and rates of Brazilian entities, changes in the taxation of income and gains in connection with investments in the Brazilian capital markets, such as financial assets and investment funds, among others. While such legislation has not been enacted, and it is not possible to determine at this time, what changes to tax laws and regulations will come into effect (if any), any such change may have an adverse effect on Nuvini’s results and operations.
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The Nuvini Group’s businesses, financial condition and results of operations may be adversely affected by the various conflicting and/or onerous legal and regulatory requirements imposed on the Nuvini Group where it operates. In addition, the Nuvini Group may be subject to various legal proceedings which could adversely affect the Nuvini Group’s businesses, financial condition or results of operations.
Since the Nuvini Group plans to expand operations and the Nuvini Acquired Companies plan to provide services to clients in several jurisdictions, the Nuvini Group is and will be subject to numerous, and sometimes conflicting, legal requirements on matters as diverse as import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, government affairs, anti-bribery, whistle blowing, internal and disclosure control obligations, data protection and privacy and labor relations and work visa policies. The Nuvini Group’s failure to comply with these regulations in the conduct of the Nuvini Group’s business could result in fines, penalties, criminal sanctions against the Nuvini Group or its officers, disgorgement of profits, prohibitions on doing business and adverse impact on the Nuvini Group’s reputation. The Nuvini Group’s failure to comply with these regulations in connection with the performance of the Nuvini Group’s obligations to its clients could also result in liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on the Nuvini Acquired Companies’ ability to process information and allegations by their clients that the Nuvini Acquired Companies have not performed their contractual obligations. Due to the varying degree of development of the legal systems of the countries in which the Nuvini Acquired Companies operate, local laws might be insufficient to defend the Nuvini Group or the Nuvini Acquired Companies and preserve their rights.
In particular, the Nuvini Group is also subject to risks relating to compliance with a variety of Brazilian national and local laws including multiple tax regimes, labor laws, employee health safety and wages and benefits laws. For example, Law 8,213 of 1991 provides that companies with more than 100 employees are required to fill 2% to 5% of their job positions with disabled employees; and/or employees who have passed through a medical rehabilitation, which Nuvini Group currently complies with.
In addition, the Nuvini Group is and may, from time to time, become subject to legal proceedings and claims, such as claims brought by the Nuvini Group’s clients in connection with commercial disputes, employment claims made by the Nuvini Group’s current or former employees, intellectual property claims, tax claims or securities class actions or other claims related to any volatility in the trading price of Nuvini Ordinary Shares. The Nuvini Group may also, from time to time, be subject to litigation resulting from claims against it by third parties, including claims of breach of non-compete and confidentiality provisions of the Nuvini Group’s employees’ former employment agreements with such third parties. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm the Nuvini Group’s business, financial condition and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to the Nuvini Group (including premium increases or the imposition of large deductible or co-insurance requirements). A claim brought against the Nuvini Group that is uninsured or underinsured could result in unanticipated costs, potentially harming the Nuvini Group’s business, financial position and results of operations. If the Nuvini Group is unsuccessful in the Nuvini Group’s defense in these legal proceedings, the Nuvini Group may be forced to pay damages or fines, enter into consent decrees or change the Nuvini Group’s business practices, any of which could adversely affect Nuvini Group’s business, financial condition or results of operations.
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As the Nuvini Group expands into new industries and regions, the Nuvini Group will likely need to comply with new requirements to compete effectively. The uncertainty and changes in the requirements of multiple jurisdictions may increase the cost of compliance, delay or reduce demand for the Nuvini Acquired Companies’ data solutions and services, restrict the Nuvini Acquired Companies’ ability to offer data solutions and services in certain locations, impact the Nuvini Acquired Companies’ clients’ ability to deploy the Nuvini Acquired Companies’ data solutions or services in certain jurisdictions, or subject the Nuvini Group to sanctions by regulators, including national data protection regulators, all of which could harm the Nuvini Group’s business, financial condition and results of operations. Additionally, although the Nuvini Group endeavors to have the Nuvini Acquired Companies’ data solutions and services comply with applicable laws and regulations, these and other obligations may be modified, they may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements, contractual commitments or the Nuvini Group’s internal practices. The Nuvini Acquired Companies’ failure to comply with applicable regulatory requirements could have a material adverse effect on the Nuvini Group’s business, financial condition, results of operations and prospects.
The Nuvini Group may face restrictions and penalties under the Brazilian Consumer Protection Code in the future.
Brazil has a series of strict consumer protection statutes, collectively known as the Consumer Protection Code (Código de Defesa do Consumidor), that are intended to safeguard consumer interests and that apply to all companies in Brazil that supply products or services to Brazilian consumers (either individuals or legal entities). These consumer protection provisions include protection against misleading and deceptive advertising, protection against coercive or unfair business practices and protection in the formation and interpretation of contracts, usually in the form of civil liabilities and administrative penalties for violations. These penalties are often levied by the Brazilian Consumer Protection Agencies (Fundação de Proteção e Defesa do Consumidor, or “PROCONs”), which oversee consumer issues on a district-by-district basis. Companies that operate across Brazil may face penalties from multiple PROCONs, as well as the National Secretariat for Consumers (Secretaria Nacional do Consumidor, or “SENACON”). Companies may settle claims made by consumers via PROCONs by paying compensation for violations directly to consumers and through a mechanism that allows them to adjust their conduct, called a conduct adjustment agreement (Termo de Ajustamento de Conduta, or “TAC”). Brazilian Public Prosecutor Offices may also commence investigations related to consumer rights violations and this TAC mechanism is also available for them. Companies that violate TACs face potential automatic fines. Brazilian Public Prosecutor Offices may also file public civil actions against companies in violation of consumer rights, seeking strict observation to the consumer protection law provisions and compensation for the damages consumers may have suffered. To the extent consumers file such claims against the Nuvini Group, the Nuvini Group may face reduced revenue due to refunds and fines for non-compliance that could negatively impact the Nuvini Group’s results of operations.
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.
The Nuvini Group operates in jurisdictions that have a high risk of corruption. The Nuvini Group must comply with anti-corruption and anti-bribery laws and regulations imposed by governments with jurisdiction over its operations, which may include the Brazilian Federal Law No. 12,846/2013 (the “Brazilian Anti-Corruption Law”), the Brazilian Federal Law No. 9,613/1998, as amended (the “Brazilian Anti-Money Laundering Law”), the Brazilian Federal Law No. 8,429/1992, as amended (the “Brazilian Administrative Improbity Law”) and the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), among others. Where they apply, the Brazilian Anti-Corruption Law and the FCPA prohibit the Nuvini Group and its directors, officers, employees, intermediaries, agents and other third parties acting on its behalf from corruptly authorizing, promising, offering or providing, directly or indirectly, undue advantages, improper or prohibited payments or anything else of value, to government officials and other persons related to government officials to obtain or retain business or gain some other business or any undue advantage, and impose liability against companies who engage in bribery of government officials, either directly or through intermediaries.
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The Nuvini Group must also conduct its business in compliance with applicable economic and trade sanctions and export control laws and regulations, such as those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant authorities. Such laws and regulations prohibit or restrict certain operations, investment decisions, and sales activities, including dealings with certain countries or territories, and with certain governments and designated persons. The Nuvini Group’s operations expose us to the risk of violating, or being accused of violating, these laws and regulations. In addition, our employees, representatives, or other third parties acting on our behalf may engage in conduct for which the Nuvini Group might be held responsible.
While the Nuvini Group has policies and procedures to address compliance with such laws, there is a risk that the Nuvini Group’s directors, officers, employees, intermediaries, agents and other third parties acting on its behalf will take actions, or be accused of taking action, in violation of the Nuvini Group’s policies and applicable law, for which the Nuvini Group may be ultimately held responsible. In recent years, authorities across various jurisdictions, including Brazil and the United States, have increasingly focused on enforcing anti-corruption laws and economic sanctions and trade compliance laws. As the Nuvini Group expands internationally, the Nuvini Group’s risks under these laws may increase.
Detecting, investigating and resolving actual or alleged violations of anti-corruption laws, anti-bribery, anti-money laundering or economic sanctions and trade compliance laws can require a significant diversion of time, resources and attention from senior management. In addition, non- compliance with anti-corruption, anti-bribery, anti-money laundering laws or economic sanctions and trade compliance laws could subject the Nuvini Group to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, forfeiture of significant assets, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas are served or investigations are launched, or governmental or other sanctions are imposed, or if the Nuvini Group does not prevail in any possible civil or criminal proceeding, the Nuvini Group’s businesses, financial condition and results of operations could be harmed.
Moreover, regulators may increase enforcement of these obligations, which may require the Nuvini Group to adjust Nuvini Group’s compliance and anti-money laundering programs, including the procedures the Nuvini Acquired Companies use to verify the identity of Nuvini Acquired Companies’ clients and to monitor Nuvini Acquired Companies’ transactions and transactions made through Nuvini Acquired Companies’ proprietary data platforms. Regulators regularly reexamine the transaction volume thresholds at which the Nuvini Acquired Companies must obtain and keep applicable records, verify identities of clients and report any change in such thresholds to the applicable regulatory authorities, which could result in increased costs in order to comply with these legal and regulatory requirements. Costs associated with fines or enforcement actions, changes in compliance requirements or limitations on Nuvini Group’s ability to grow could harm Nuvini Group’s businesses, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned data solutions and services improvements, make it more difficult for new clients to join Nuvini Group’s network and reduce the attractiveness of Nuvini Group’s data solutions and services.
The Nuvini Group may be held liable for the labor, tax, social security and other obligations of third parties.
The Nuvini Group outsources certain ancillary activities that support its businesses, including recruiters to attract talent and maintenance personnel. The Nuvini Group does not provide benefits to these outsourced workers. According to Brazilian legislation, if the Nuvini Group’s outsourced service providers fail to comply with their obligations under labor, social security, tax and/or environmental laws, the Nuvini Group may be held jointly and severally or secondarily liable for any non-compliance, resulting in fines or other penalties, which may adversely affect the Nuvini Group. In addition, if it is judicially determined that these outsourced workers effectively served in the capacity of employees despite being considered outsourced workers by the Nuvini Acquired Companies, the Nuvini Group can be liable for payment of unpaid benefits and social security. The Nuvini Group may also be liable for bodily injury or death at the Nuvini Group’s offices and Nuvini’s data laboratory of the employees of third parties who provide services to the Nuvini Group, which may adversely affect the Nuvini Group’s reputation as well as the Nuvini Group’s business. Moreover, any environmental damage and/or damage to third parties caused by service providers when undergoing work engaged by the Nuvini Group may expose the Nuvini Group to joint and several liability or secondary for redress and/or damages for harm caused.
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Risk Related to Financial, Tax and Accounting
Fixed-price contracts may affect the Nuvini Group’s profits.
Some of the Nuvini Acquired Companies’ contracts are structured on a fixed-price basis, which can lead to various risks, including:
| ● | The failure to accurately estimate the resources and time required for an engagement; |
| ● | The failure to effectively manage the Nuvini Acquired Companies’ clients’ expectations regarding the scope of services delivered for a fixed fee; and |
| ● | The failure to timely and satisfactorily complete fixed-price engagements within budget. |
If the Nuvini Acquired Companies do not adequately assess and manage these and other risks, the Nuvini Group may be subject to cost overruns and penalties, which may harm the Nuvini Group’s financial performance.
Increases in investment in research and development could decrease overall margins.
An important element of the Nuvini Group’s corporate strategy is to continue to dedicate a significant amount of resources to research and development and related product and service opportunities both through internal investments and the acquisition of intellectual property from companies that Nuvini S.A. has acquired. The Nuvini Group believes that it must continue to dedicate a significant amount of resources to research and development efforts to maintain the Nuvini Group’s competitive position, and research and development expenses could adversely affect its operating margins.
Our indebtedness and other financial commitments restrict our flexibility and, if we fail to comply with covenants or to make required payments, could result in acceleration or default.
As of December 31, 2025, our outstanding loans and financing include, among others, (i) debentures issued in May 2021 with a remaining principal of R$8.0 million accruing interest at CDI plus 10.6% per annum; (ii) investor loans; (iii) related-party loans and convertible notes with entities controlled by our Chief Executive Officer; (iv) the convertible promissory notes originally entered into in November 2024 at a conversion price of US$11.00 per ordinary share, which were restructured in December 2025 pursuant to a Securities Exchange Agreement into a Senior Secured Convertible Note with an aggregate principal of US$5,662,000, convertible into ordinary shares; and (v) a Senior Secured Note in the aggregate principal of US$2,865,000 entered into in December 2025, maturing April 15, 2027, secured by collateral pursuant to security documents. Our debenture agreement contains financial covenants, including: (i) a Gross Debt / Pro Forma EBITDA ratio not to exceed 3.0x (as calculated from December 31, 2023 onwards); (ii) a Pro Forma EBITDA Margin in relation to Net Revenue equal to or greater than 20%; and (iii) a Debt Service Coverage Index (DSCI) greater than or equal to 4.0x. We have not complied with these covenants in prior periods and have been required to seek, and have obtained, waivers from debenture holders. Continued non-compliance could result in acceleration of principal, increased interest rates, enforcement of collateral, and cross-default to other obligations. Our payment obligations under the SPA are not reflected in our historical balance sheet but, upon Closing, will add materially to our obligations. Servicing our combined indebtedness and deferred purchase price commitments will consume cash flow that would otherwise be available for growth, acquisitions, remediation of material weaknesses, or return of capital.
We have identified material weaknesses in our internal control over financial reporting and in our information technology general controls as of December 31, 2025, and we may not be able to remediate these weaknesses in a timely manner.
In connection with the audit of our consolidated financial statements for the years ended December 31, 2025 and December 31, 2024, material weaknesses in our internal control over financial reporting (ICFR) and our information technology general controls (ITGC) were identified at the consolidated level. Our management concluded that our ICFR was not effective as of December 31, 2025. A material weakness is a deficiency, or combination of deficiencies, 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. Remediation will require, among other things, the appointment of a permanent Chief Financial Officer with public-company and SEC-reporting experience, hiring of additional qualified accounting personnel, formalizing accounting policies, implementing general IT controls and access reviews at each acquired company, establishing entity-level monitoring, and engaging external advisors. The absence of a permanent CFO as of the date of this Annual Report materially impairs the pace and effectiveness of our remediation efforts. The Beyondsoft Acquisition will expand the control perimeter to include the Target Group, with its own ICFR and ITGC environment, for which our current remediation plan does not yet fully account. Failure to remediate on a timely basis could result in restatements, loss of investor confidence, increased audit fees, Nasdaq compliance issues, and adverse effects on the trading price of our ordinary shares.
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Nuvini expects to continue to incur costs on the foregoing remediation efforts. However, Nuvini cannot assure you that it would have sufficient funds to defray the costs of the remediation efforts or that Nuvini’s efforts will be effective or prevent any future material weakness in Nuvini’s internal control over financial reporting. The Company appointed Roberto Otero as Chief Financial Officer, effective November 3, 2025. Mr. Otero resigned as Nuvini’s CFO on February 10, 2026 and the Company is actively looking for Mr. Otero’s replacement.
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.
Because Nuvini recognizes revenue from the Nuvini Group’s proprietary SaaS businesses over the monthly term of each contract, downturns or upturns in new sales and renewals will not be immediately reflected in Nuvini’s results of operations.
Since Nuvini’s establishment, all of its revenues have derived from the Nuvini Group’s proprietary SaaS businesses. The Nuvini Acquired Companies’ client contracts typically have a monthly term and Nuvini recognizes revenue from the Nuvini Group’s proprietary SaaS businesses ratably over the term of each contract. As a result, part of the revenue Nuvini reports in each quarter is derived from the recognition of deferred revenue relating to contracts entered into during previous quarters. Consequently, a future decline in new or renewed contracts, or a reduction in expansion rates, in any single quarter could have only a small impact on Nuvini’s revenue results during that quarter or subsequent period. Such a decline or deceleration, however, will negatively affect Nuvini’s revenue or revenue growth rates in future quarters and, in the aggregate, may cause a material adverse effect on the Nuvini Group’s businesses, financial condition and results of operations.
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 Nuvini Ordinary Shares and Nuvini Warrants could decline.
The Nuvini Group’s results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of the Nuvini Group’s control. As a result, the Nuvini Group’s past results may not be indicative of the Nuvini Group’s future performance. In addition to the other risks described herein, factors that may affect the Nuvini Group’s results of operations include the following:
| ● | fluctuations in demand for or pricing of the Nuvini Acquired Companies’ solutions; |
| ● | the Nuvini Acquired Companies’ ability to attract new clients; |
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| ● | the Nuvini Acquired Companies’ ability to retain existing clients; |
| ● | client expansion rates; |
| ● | seasonality; |
| ● | investments in new features and functionality; |
| ● | fluctuations in client consumption resulting from Nuvini’s introduction of new features or capabilities to the Nuvini Acquired Companies’ systems that may impact client consumption; |
| ● | the timing of the Nuvini Acquired Companies’ clients’ purchases; |
| ● | the speed with which clients are able to migrate data onto the Nuvini Acquired Companies’ proprietary data platforms after purchasing capacity; |
| ● | fluctuations or delays in purchasing decisions in anticipation of new solutions or enhancements by Nuvini or its competitors; |
| ● | changes in clients’ budgets, the timing of their budget cycles and purchasing decisions; |
| ● | the Nuvini Group’s ability to control costs, including its operating expenses; |
| ● | the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses; |
| ● | the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments and other non-cash charges; |
| ● | the amount and timing of costs associated with recruiting, training and integrating new employees and retaining and motivating existing employees; |
| ● | the effects and timing of acquisitions; |
| ● | general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which the Nuvini Acquired Companies’ clients and partners participate; |
| ● | fluctuations in currency exchange rates and changes in the proportion of the Nuvini Group’s revenue and expenses denominated in foreign currencies; |
| ● | health epidemics or pandemics, such as the COVID-19 pandemic; |
| ● | the failure of financial institutions, such as the inadequate liquidity position and insolvency of Silicon Valley Bank, or SVB, and the subsequent appointment of the Federal Deposit Insurance Corporation as receiver; |
| ● | the impact or timing of the Nuvini Group’s adoption of new accounting pronouncements; |
| ● | changes in regulatory or legal environments that may cause the Nuvini Group to incur, among other things, expenses associated with compliance; |
| ● | the overall tax rate for the Nuvini Group’s business, which may be affected by the mix of income the Nuvini Group earns in Brazil and in jurisdictions with different tax rates, the effects of stock-based compensation and the effects of changes in the Nuvini Group’s business; |
| ● | the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period; |
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| ● | fluctuations in the market values of the Nuvini Group’s portfolio and in interest rates; |
| ● | changes in the competitive dynamics of the Nuvini Acquired Companies’ markets, including consolidation among competitors or clients; and |
| ● | significant security breaches of, technical difficulties with or interruptions to, the delivery and use of the Nuvini Group’s solutions. |
Any of these and other factors, or the cumulative effect of some of these factors, may cause the Nuvini Group’s results of operations to vary significantly. If the Nuvini Group’s quarterly results of operations fall below the expectations of investors and securities analysts who follow the Nuvini Group’s ordinary shares, the price of the Nuvini Ordinary Shares could decline substantially, and the Nuvini Group could face costly lawsuits, including securities class actions.
Nuvini’s payment obligations under Nuvini’s indebtedness may limit the funds available to the Nuvini Group and may restrict the Nuvini Group’s flexibility in operating its businesses.
Nuvini has increasing fixed financial costs in connection with its indebtedness and has incurred an increasing amount of debt in recent years to support Nuvini’s acquisitions. As of December 31, 2024, Nuvini had an aggregate principal amount of R$24.9 million of total outstanding loans, financing and loans from investors and R$18.0 million in cash and cash equivalents. As of December 31, 2025, Nuvini had an aggregate principal amount of R$53.5 million of total outstanding loans, financing and loans from investors and R$13.5 million in cash and cash equivalents.
Overall, a large portion of the indebtedness is comprised of deferred and contingent consideration due as a result of Nuvini’s acquisitions, of which the value of certain contingent consideration payments is driven by the future performance of the respective acquired company. As of December 31, 2024 and 2025, the total deferred and contingent consideration on acquisitions outstanding was R$277.2 million and R$277.3 million, respectively.
As of December 31, 2024, the total loans and financing includes (i) Debentures issued on May 14, 2021 in the amount of R$40.7 million, accruing interest at a rate per year equal to CDI plus 10.6%, (ii) loans and financing totaling R$2.9 million accruing interest at a weighted average rate of 11%, (iii) loans from investors totaling R$22.0 million of principal balance with interest at a rate per year equal to CDI plus 10.0% with a 15% premium on the principal loan amount, payable in Nuvini Ordinary Shares upon Closing, (iv) loan agreements with Pierre Schurmann with a remaining balance of R$1.1 million with interest calculated as CDI plus 10% per year, and (v) a loan agreement with Aury Ronan Francisco with a remaining balance of R$977 thousand of principal balance including interest calculated as CDI plus 3% per year. Refer “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” for additional details on these related party transactions.
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As of December 31, 2025, the total loans and financing includes (i) Debentures issued on May 14, 2021 in the amount of R$8.0 million, accruing interest at a rate per year equal to CDI plus 10.6%, (ii) loans and financing totaling R$0.8 million accruing interest at a weighted average rate of 11% and (iii) loans from investors totaling R$52.7 million of principal balance with interest at a rate per year equal to CDI plus 10.0% with a 15% premium on the principal loan amount, payable in Nuvini Ordinary Shares upon Closing.
On February 13, 2023, Nuvini entered into a loan agreement with Pierre Schurmann, with a principal amount of R$3.3 million, carrying an interest rate equal to 100% of CDI plus 10% per annum. The purpose of the loan agreement was to provide Nuvini with working capital to fund its operations. In 2023, the Company entered into eight additional loan agreements with seven separate third party investors in the amount totaling R$7.4 million. The loans 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. For the year ended December 31, 2024, the Company entered into three loan agreements totaling R$4.8 million. The loans 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. In 2025, the Company entered into two loan agreements totaling R$4.8 million, which are subject to Selic interest plus 13.48%. No payments have been issued on loans from investors as of December 31, 2025. No payments have been issued on the loans from investors as of December 31, 2025 and 2024.
Nuvini also entered into a separate agreement that provides for the payment of additional amounts to Debenture Holders outstanding in the event of certain liquidity events, as defined, or the early redemption of the debentures by Nuvini in whole or in part prior to maturity the “Exposure Premium.” The Exposure Premium due to Debenture Holders under a qualifying liquidity event, determined pursuant to the terms of the Debenture Agreement, is calculated as 5% of the total equity value of all the shares of Nuvini on the date of the liquidity event, applied pro-rata based on the total Debentures initially acquired by the Debenture Holders in proportion to every 250,000 Debentures authorized for issuance. As only 58,000 of 250,000 Debentures were issued to the Debenture Holders, the total exposure is 1.16% of total equity value of all the shares of Nuvini on the date of liquidity event, limited to the applicable percentage cap of the value of the Debentures outstanding. This agreement represents a free-standing derivative accounted for as a financial liability based on its fair value. As of December 31, 2024, and 2025, the fair value of the Exposure Premium was R$2.9 million and R$2.9 million, respectively.
Nuvini may be required to use a portion of its cash flows from operations to pay interest and principal on Nuvini’s indebtedness. Such payments will reduce the funds available to the Nuvini Group for working capital, capital expenditures and other corporate purposes and limit Nuvini’s ability to obtain additional financing (or to obtain such financing on acceptable terms) for working capital, capital expenditures, expansion plans and other investments, which may in turn limit the Nuvini Group’s ability to implement its business strategy, heighten its vulnerability to downturns in the Nuvini Group’s businesses, its industry or in the general economy, limit the Nuvini Group’s flexibility in planning for, or reacting to, changes in its businesses and the industry and prevent the Nuvini Group from taking advantage of business opportunities as they arise. A high level of leverage may also have significant negative effects on the Nuvini Group’s future operations by increasing the possibility of an event of default under the financial and operating covenants contained in Nuvini S.A.’s debt instruments.
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In addition, Nuvini is exposed to interest rate risk related to some of Nuvini’s indebtedness. For additional information, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Loans and Financing.”
If the Nuvini Group is unable to generate sufficient cash flow from operations to service Nuvini’s debt, Nuvini may be required to refinance all or a portion of Nuvini’s existing debt or obtain additional financing. The Nuvini Group cannot assure you that any such refinancing would be possible or that any additional financing could be obtained. Nuvini’s inability to obtain such refinancing or financing may have a material adverse effect on the Nuvini Group’s businesses, financial condition, ratings and results of operations.
Nuvini’s existing loan agreements contain restrictive covenants, exposure premiums and events of default that impose significant operating and financial restrictions on Nuvini, and Nuvini is currently not in compliance with certain financial covenants included in Nuvini’s loan agreements.
Under the terms of the Debenture Agreement, Nuvini is subject to restrictive and affirmative covenants including restrictions on Nuvini’s change of control, the change of Nuvini’s ownership structure and corporate reorganization, limitations on certain consolidations, mergers and sales of assets, restrictions on the payment of dividends and financial covenants. Some of these financial covenants comprise (i) Gross Debt/EBITDA Pro Forma indicator, less than or equal to (a) 4.0x (four times), being the calculation based on the year ending December 31, 2021; (b) 3.5x (three times) to be verified based on the annual and consolidated financial statements of the consolidated financial statements of Nuvini, as calculated on the year ended December 31, 2022; and (c) 3.0x (three times) to be verified based on the annual and consolidated financial statements of Nuvini, with the first determination based on the year ending December 31, 2023 onwards; (ii) Pro Forma EBITDA Margin in relation to Net Operating Revenue equal to or greater than 20% (twenty percent); and (iii) Debt Service Coverage Ratio (“DSCI”) greater than or equal to 4.0x (four times) until the expiration date, given that the DSCI is the sum of “cash and cash equivalents” and “cash flow from operational activities.” Further, due to the Debenture Holder’s risk related to Nuvini’s Debentures, in addition to the fixed payments described above, Nuvini is also required to pay an Exposure Premium to the Debenture Holder, in proportion to the amount of Debentures initially acquired during the Debenture First Issue, upon the occurrence of a liquidity event or early redemption of the Debentures. Liquidity events are defined as the sale, exchange or alteration of the capital structure of Nuvini such as reorganization or the public sale of shares equivalent to at least 10% of the total capital stock of Nuvini.
On December 31, 2022, Nuvini did not demonstrate the ability to meet any of the three covenants established and kept the balance of Debentures in current liabilities, however, Nuvini requested from the Debenture Holders a waiver valid for the next 12 months, which was granted and formalized in a Debenture Holders general meeting (“DHGM”) dated March 30, 2022, prior to the issuance Nuvini’s consolidated financial statements for the year ended December 31, 2021. At the same DHGM, the Debenture Holders agreed to change the covenant of Gross Debt / Pro Forma EBITDA Pro Forma to 7.2x, the covenant of EBITDA Margin Pro Forma in relation to net operating revenue to equal or higher than 7.1% and maintain the ICSD covenant at 4.0x for the year of 2022. On December 31, 2022, Nuvini did not meet the Debt Service Coverage Index for the 2022 year and requested an additional waiver for the 2022 year that was approved and granted at a DHGM dated February 9, 2023. 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.
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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.
As of December 31, 2025, the Company was in compliance with the debt service coverage index covenant, as the calculated index was 5.1x which is more than the 4.0x targeted threshold.
If Nuvini fails to comply with the covenants under any of Nuvini’s indebtedness in the future or otherwise receive waivers, Nuvini may be in default under the documents governing such indebtedness, which may entitle the lenders thereunder to accelerate their debt obligations. A default under any of Nuvini’s indebtedness could result in cross-defaults under Nuvini’s other indebtedness, which in turn could result in the acceleration of Nuvini’s other indebtedness that would have an adverse effect on Nuvini’s cash flows and liquidity. For a description of certain terms of Nuvini’s material financings, including Nuvini’s financial covenants, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Loans and Financing.”
In the future, in order to avoid defaulting on Nuvini’s indebtedness, Nuvini may be required to take actions such as reducing or delaying capital expenditures, reducing or eliminating dividends or share repurchases, selling assets, restructuring or refinancing all or part of Nuvini’s existing debt or seeking additional equity capital, any of which may not be available on terms that are favorable to the Nuvini Group or to Nuvini’s shareholders, if at all. Complying with the covenants in Nuvini’s many financing agreements may cause it to take actions that make it more difficult to execute the Nuvini Group’s business strategy successfully and the Nuvini Group may face competition from companies not subject to such restrictions. As a result of acquisitions, Nuvini S.A. records the fair value of earn outs, which are categorized as level 3 financial liabilities. For more information, see “—Nuvini’s payment obligations under Nuvini’s indebtedness may limit the funds available to the Nuvini Group and may restrict the Nuvini Group’s flexibility in operating its businesses.”
We have not complied, and may not in the future, be able to comply with the financial covenants contained in our Debenture Agreement, which have resulted, and may result, in events of default and may in the future result in additional events of default.
Under the terms of Nuvini’s Debenture Agreement, it is required to comply with is subject to restrictive and affirmative covenants, including restrictions on Nuvini’s change of control, the change of Nuvini’s ownership structure and corporate reorganization, limitations on certain consolidations, mergers and sales of assets, restrictions on the payment of dividends and financial covenants. Our ability to meet these ratios and covenants can be affected by events beyond our control. We have not always met these ratios and covenants in the past and have had to obtain waivers and consents from Debenture Holders to adjust the ratios and covenants so that we could remain in compliance. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Loan Covenant Waiver”1 for further information.
We may not meet these ratios and covenants in the future. A failure by us to comply with the ratios or covenants contained in our Debenture Agreement, could result in an event of default, which could adversely affect our ability to respond to changes in our business and manage our operations. Upon the occurrence of an event of default under the terms of our Debenture Agreement, including the occurrence of a material adverse change, the Debenture Holders could elect to declare any amounts outstanding to be due and payable and exercise other remedies.
There are risks for which the Nuvini Group’s insurance policies may not adequately cover or for which the Nuvini Group has no insurance coverage. Insufficient insurance coverage or the materialization of such uninsured risks could adversely affect the Nuvini Group.
Nuvini Group’s insurance policies may not adequately cover all risks to which the Nuvini Group is exposed, and the Nuvini Group is subject to risks for which it is uninsured, such as breaches of the security of its systems by hackers, war, acts of God, including hurricanes and other force majeure events. In addition, the Nuvini Group cannot guarantee that it will be able to maintain its insurance policies in the future or that the Nuvini Group will be able to renew them at reasonable prices or on acceptable terms, which may adversely affect the Nuvini Group’s business. The occurrence of a significant loss that is not insured or compensable, or that is only partially insured or compensable, may require Nuvini to commit significant cash resources to cover such losses, which may have an adverse effect on the Nuvini Group’s business and results of operations.
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Agreements by Nuvini Acquired Companies agree to indemnify clients and other third parties may expose the Nuvini Group to substantial potential liability.
The Nuvini Acquired Companies’ contracts with clients, investors and other third parties may include indemnification provisions under which the Nuvini Acquired Companies agree to defend and indemnify them against claims and losses arising from alleged infringement, misappropriation or other violation of intellectual property rights, data protection violations, breaches of representations and warranties, damage to property or persons or other liabilities arising from the Nuvini Acquired Companies’ data solutions or services or such contracts. Although the Nuvini Group attempts to limit the Nuvini Group’s indemnity obligations, the Nuvini Group may not be successful in doing so, and an event triggering the Nuvini Group’s indemnity obligations could give rise to multiple claims involving multiple clients or other third parties. There is no assurance that the Nuvini Group’s applicable insurance coverage, if any, would cover, in whole or in part, any such indemnity obligations. The Nuvini Group may be liable for up to the full amount of the indemnified claims, which could result in substantial liability or material disruption to the Nuvini Group’s businesses or could negatively impact the Nuvini Acquired Companies’ relationships with clients or other third parties, reduce demand for the Nuvini Acquired Companies’ data solutions and services, and adversely affect Nuvini Group’s business, financial condition and results of operations.
Unfavorable conditions in the Nuvini Group’s industry or the global economy could limit the Nuvini Group’s ability to grow the Nuvini Group’s businesses and negatively affect Nuvini’s results of operations.
Nuvini’s results of operations may vary based on the impact of changes in the Nuvini Group’s industries or the global economy on the Nuvini Group or the Nuvini Acquired Companies’ clients and potential clients. Negative conditions in the general economy both in Brazil and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market volatility and disruptions (including, for example, SVB entering receivership), international trade relations, pandemic (such as the COVID-19 pandemic), political turmoil, natural catastrophes, warfare and terrorist attacks, could cause a decrease in business investments, including spending on data solutions, and negatively affect the growth of the Nuvini Group’s businesses. Competitors, many of whom are larger and have greater financial resources than the Nuvini Group does, may respond to challenging market conditions by lowering prices in an attempt to attract the Nuvini Group’s clients. The Nuvini Group cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.
Changes to U.S. tariff and import/export regulations may have a negative effect on our business, financial condition and results of operations.
The United States has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion, commentary and actions regarding potential significant changes to U.S. trade policies, treaties and tariffs. In 2025, the Trump administration indicated that the United States will impose retaliatory measures with respect to jurisdictions that have or are likely to put in place tax rules that are extraterritorial or disproportionately affect U.S. companies. The likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business. As of the date of this Annual Report, discussions remain ongoing in respect of certain trade restrictions and tariffs on imports from Canada, China and Mexico, as well as retaliatory tariffs enacted in response to such actions. In light of these events, there continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
Risks Related to Nuvini Ordinary Shares
Our founders hold super-voting Class FF shares representing approximately 99.5% of the total voting power of our outstanding share capital, and their interests may diverge from those of other shareholders.
In March 2025, we amended our memorandum and articles of association to create Class FF super-voting shares, each carrying 1,000 votes per share. On March 27, 2025, we issued an aggregate of 500,000 Class FF shares, with 350,000 issued to Pierre Schurmann, our Chairman and Chief Executive Officer, and 150,000 issued to Luiz Busnello, co-founder and, at the time of issuance, Chief Financial Officer of the Company. As a result, Messrs. Schurmann and Busnello together control approximately 99.5% of the total voting power of our outstanding share capital. They have the ability to determine the outcome of all matters submitted to a shareholder vote, including the election of directors, amendments to our constitutional documents, and approvals of significant transactions, regardless of the views of other shareholders. Their interests may not always align with those of other shareholders, and the existence of their voting control may deter third parties from pursuing acquisition, investment or activist engagement that could otherwise benefit shareholders generally.
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We are a “controlled company” under Nasdaq rules and rely on exemptions from certain corporate governance requirements, which may afford holders of our ordinary shares less protection.
Because Messrs. Schurmann and Busnello together control a majority of our voting power (Mr. Busnello as a co-founder, long-standing Board Member and holder of Class FF shares, having resigned as CFO in November 2025 while continuing his Board service), we are a “controlled company” under Nasdaq Marketplace Rule 5615(c). We rely, and intend to continue to rely, on exemptions that relieve us from requirements to maintain a majority-independent board, a compensation committee composed entirely of independent directors, and a nominating and corporate governance committee composed entirely of independent directors. In addition, as a foreign private issuer, we rely on additional exemptions that allow us to follow Cayman Islands practice in lieu of certain Nasdaq requirements. As a result, holders of our ordinary shares may not have the same protections afforded to shareholders of issuers subject to the full Nasdaq governance framework.
Nuvini will incur increased cost as a result of operating as a public company.
Nuvini is a public company and will incur significant legal, accounting and other expenses that the Company did not incur as a private company. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules adopted, and to be adopted, by the SEC and the Nasdaq. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage the transition into a public company. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for Nuvini to attract and retain qualified persons to serve on the Board, its board committees or as executive officers.
The members of our executive team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies in the United States. The additional demands associated with being a public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors.
In addition, the public reporting obligations associated with being a public company in the United States may subject us to litigation as a result of increased scrutiny of our financial reporting. If we are involved in litigation regarding our public reporting obligations, this could subject us to substantial costs, divert resources and management attention from our business and seriously undermine our business.
Any of these effects could harm our business, financial condition and results of operations.
Occurrence of write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Nuvini’s financial condition, results of operations and share price, which could cause you to lose some or all of your investment.
The Nuvini Group may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in us reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that charges of this nature are reported could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate covenants to which we may be subject. Accordingly, any of our shareholders could suffer a reduction in the value of their Ordinary Shares as a result of the foregoing factors and would be unlikely to have a remedy for such reduction in value.
As a foreign private issuer and an “emerging growth company” (as defined in the JOBS Act), we have different disclosure, Nasdaq corporate governance standards and other requirements than U.S. domestic registrants and non-emerging growth companies that, to some extent, are more lenient and less frequent than those of U.S. domestic registrants and non-emerging growth companies.
As a foreign private issuer and emerging growth company, we are subject to different disclosure and other requirements than domestic U.S. registrants and non-emerging growth companies. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we rely on exemptions from certain U.S. corporate governance-related rules which permit us to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.
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We follow certain Cayman Islands laws and regulations that are applicable to Cayman Islands companies. However, such laws and regulations may not contain any provisions comparable to the U.S. rules relating to the filing of reports on Form 10-Q or 8-K, the U.S. proxy rules, or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Foreign Private Issuer Exemptions” for more information.
Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information, although we are subject to Cayman Islands laws and regulations having, in some respects, a similar effect as Regulation Fair Disclosure. As a result of the above, even though we are required to file reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Cayman Islands law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for emerging growth companies. Under this act, as an emerging growth company, we are not subject to the same disclosure and financial reporting requirements as non-emerging growth companies. For example, as an emerging growth company we are permitted to, and intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Also, we do not have to comply with future audit rules promulgated by the U.S. Public Company Accounting Oversight Board, or “PCAOB,” (unless the SEC determines otherwise) and our auditors do not need to attest to our internal controls under Section 404(b) of the Sarbanes Oxley Act for up to five years or such earlier time that we are no longer an emerging growth company.
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 Nuvini Ordinary Shares.
As a foreign private issuer, Nuvini is permitted to, and Nuvini will, follow certain home country corporate governance practices instead of those otherwise required under Nasdaq’s rules for U.S. domestic issuers, provided that Nuvini discloses any significant ways in which Nuvini’s corporate governance practices differ from those followed by domestic companies under Nasdaq listing standards. Among other things, Nuvini is not required to have: (i) a majority-independent board of directors; (ii) a compensation committee consisting only of independent directors; (iii) a nominating committee consisting only of independent directors; or (iv) regularly scheduled executive sessions with only independent directors each year. As a foreign private issuer, however, we are permitted to, and we will, follow home country practice in lieu of certain requirements. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Foreign Private Issuer Exemptions.”
As a result of Nuvini’s reliance on the corporate governance exemptions available to foreign private issuers under Nasdaq rules, shareholders will not have the same protection afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
Availing of any of these exemptions, as opposed to complying with the requirements that are applicable to a U.S. domestic registrant, may provide less protection to shareholders than is accorded to investors under Nasdaq’s corporate governance rules. Therefore, any foreign private issuer exemptions Nuvini avails itself of in the future may reduce the scope of information and protection to which you are otherwise entitled as an investor.
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Nuvini may lose our foreign private issuer status which would then require Nuvini to comply with the Exchange Act’s domestic reporting regime and cause Nuvini to incur significant legal, accounting and other expenses.
In order to maintain Nuvini’s current status as a foreign private issuer, either (a) more than 50% of the voting power of all of Nuvini’s outstanding classes of voting securities (on a combined basis) must be either directly or indirectly owned of record by non-residents of the United States or (b) (1) a majority of Nuvini’s executive officers or directors must not be U.S. citizens or residents; (2) more than 50% of Nuvini’s assets cannot be located in the United States; and (3) Nuvini’s business must be administered principally outside the United States. Nuvini intends to monitor the composition of Nuvini’s shareholder base to determine whether we meet these criteria. If Nuvini loses this status, Nuvini would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. Nuvini may also be required to make changes in Nuvini’s corporate governance practices in accordance with various SEC and Nasdaq rules, and report Nuvini’s financial statements under US GAAP, which may differ materially from IFRS Accounting Standards, all of which may involve time, effort and additional costs to implement. The regulatory and compliance costs to Nuvini under U.S. securities laws if Nuvini is required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs Nuvini incurs as a foreign private issuer.
The exercise or conversion of outstanding derivative securities, including warrants, options and convertible notes, could increase the number of Nuvini Ordinary Shares eligible for future resale in the public market and result in significant dilution to our shareholders.
We have issued various derivative securities, including warrants, options and convertible notes, that are exercisable or convertible into Nuvini Ordinary Shares, including, without limitation, warrants to purchase an aggregate of 23,050,000 Nuvini Ordinary Shares, which are currently exercisable in accordance with the terms of the governing agreements at an exercise price of $11.50 per share. To the extent the market price exceeds the exercise or conversion prices of any of our outstanding derivative securities and such securities are exercised or converted, we will be required to issue additional Nuvini Ordinary Shares. This will result in dilution to existing shareholders and will increase the number of shares eligible for resale in the public market.
Sales of substantial amounts of Nuvini Ordinary Shares in the public market, or the perception that such sales may occur as a result of the exercise or conversion of derivative securities, may adversely affect the market price of Nuvini Ordinary Shares. In addition, there is no assurance that any of our derivative securities will ever become exercisable or convertible on favorable terms or at all prior to their expiration, and they may ultimately expire worthless.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under the laws of the Cayman Islands, Nuvini conducts substantially all of its operations, and a majority of Nuvini’s directors and executive officers reside, outside of the United States.
Nuvini is an exempted company limited by shares incorporated under the laws of the Cayman Islands, and Nuvini conducts a majority of its operations through our subsidiary, Nuvini, outside the United States. Substantially all of Nuvini’s assets are located outside the United States, primarily in Brazil. A majority of Nuvini’s officers and directors 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 us or against these individuals outside of the United States in the event that you believe that your rights have been infringed upon under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the jurisdictions that comprise the Latin American region could render you unable to enforce a judgment against Nuvini’s assets or the assets of Nuvini’s directors and officers.
Nuvini’s corporate affairs are governed by Nuvini’s Articles, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against Nuvini’s directors, actions by minority shareholders and the fiduciary responsibilities of Nuvini’s directors to Nuvini under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of Nuvini shareholders and the fiduciary responsibilities of Nuvini’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less exhaustive body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fulsome and judicially interpreted bodies of corporate law than the Cayman Islands.
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As a result of all of the above, Nuvini shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a corporation incorporated in a jurisdiction in the United States.
While Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a court sanctioned reorganization (by way of a scheme of arrangement). This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation (by way of a scheme of arrangement) or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, Cayman Islands statutory law provides a mechanism for a dissenting shareholder in a merger or consolidation that does not take place by way of a scheme of arrangement to apply to the Grand Court of the Cayman Islands for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.
Shareholders of Cayman Islands exempted companies (such as Nuvini) have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Nuvini’s directors have discretion under Nuvini’s Articles to determine whether or not, and under what conditions, Nuvini’s corporate records may be inspected by Nuvini shareholders, but are not obliged to make them available to Nuvini shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar.
Nuvini does not anticipate paying dividends in the foreseeable future.
It is expected that Nuvini will retain most, if not all, of Nuvini’s available funds and any future earnings to fund the development and growth of Nuvini’s business. As a result, it is not expected that Nuvini will pay any cash dividends in the foreseeable future.
Nuvini’s Board will have complete discretion as to whether to distribute dividends. Even if Nuvini Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by Nuvini from subsidiaries, Nuvini’s financial condition, contractual restrictions and other factors deemed relevant by the board of directors. There is no guarantee that Nuvini Ordinary Shares will appreciate in value or that the trading price of the Ordinary Shares will not decline.
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Nuvini has granted in the past, and Nuvini plans to also grant in the future, share incentives, which may result in increased share-based compensation expenses.
In connection with the consummation of Business Combination, the Nuvini Board adopted, and the Nuvini 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 114,365 Nuvini Ordinary Shares.
All outstanding Unvested Nuvini Options at the time of consummation of the Business Combination were converted into unvested options for Nuvini Ordinary Shares under the Legacy Stock Option Plan, which totaled 193,969 options exercisable for Nuvini Ordinary Shares, as determined in accordance with the Exchange Ratio. We account for compensation costs for all share options using a fair-value based method and recognize expenses in our consolidated statements of profit or loss in accordance with IFRS Accounting Standards. As a result of these grants, we incurred share-based compensation of R$0.9 million in 2024 and R$6.2 million in 2023. For more information on the share incentive plans, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Stock Option Plan.”
Nuvini believes the granting of share-based compensation is of significant importance to Nuvini’s ability to attract and retain key personnel and employees, and as such, Nuvini will also grant share-based compensation and incur share-based compensation expenses in the future. As a result, expenses associated with share-based compensation may increase, which may have an adverse effect on Nuvini and Nuvini’s business and results of operations.
Nuvini may be unable to satisfy listing requirements in the future, which could limit investors’ ability to effect transactions in Nuvini securities and subject Nuvini to additional trading restrictions.2
In order to maintain the listing of our ordinary shares on The Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with such applicable listing standards.
On January 28, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the Company’s market value of listed securities (“MVLS”) for the 30 consecutive business day period from December 12, 2025 through January 27, 2026, the Company did not maintain the minimum MVLS of US$35,000,000 required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). The Company has been afforded a period of 180 calendar days, or until July 27, 2026 (the “MVLS Compliance Period”), to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C). To regain compliance, the Company’s MVLS must meet or exceed US$35,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. If the Company does not regain compliance by the end of the MVLS Compliance Period, it will receive written notification that its securities are subject to delisting, which the Company may appeal to a hearings panel. The Company intends to monitor its MVLS between now and July 27, 2026, and will consider available options if its ordinary shares do not trade at a level likely to regain compliance. There can be no assurance that the Company will regain or maintain compliance with the MVLS requirement or other Nasdaq Capital Market continued listing requirements. The letter has no immediate effect on the listing of the Company’s Ordinary Shares, which will continue to be listed and traded on Nasdaq under the symbol “NVNI”, subject to the Company’s compliance with other continued listing requirements.
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On April 14, 2025, the Company received a notification letter from the Listing Qualifications Department of the Nasdaq notifying 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 had a compliance period of one hundred eighty (180) calendar days from the Bid Price Notice, or until October 13, 2025 (the “Minimum Bid Price Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. If at any time during the Minimum Bid Price 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 October 14, 2025, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that Nasdaq has determined to delist the Company’s securities from The Nasdaq Capital Market (the “Delisting Determination Letter”). The determination was made as a result of the Company’s failure to maintain compliance with the Minimum Bid Price Requirement, which requires listed securities to maintain a minimum bid price of $1.00 per share. To address the compliance issue, the Company completed a share consolidation (the “Consolidation”) of the issued and outstanding ordinary shares of the Company on the basis of one (1) post-consolidation ordinary share for every ten (10) pre-consolidation ordinary share. The post-consolidation ordinary shares commenced trading on The Nasdaq Capital Market at market open on October 6, 2025, under the new CUSIP number G50716128. Following the Consolidation, the Company’s ordinary shares have maintained a bid price above $1.00 per share. Subsequently, on October 20, 2025, the Company received a letter from Nasdaq notifying the Company that it has regained compliance with the Minimum Bid Price Rule and is therefore in compliance with the continued listing requirements for the Nasdaq Capital Market (the “Compliance Letter”).The Compliance Letter states that for 10 consecutive business days from October 6, 2025, through October 16, 2025, the closing bid price of the Company’s ordinary shares was at least $1.00 per share or greater. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and this matter is now closed.
On April 14, 2025, the Company also received a letter from Nasdaq indicating that per the Company’s MVLS for the 30 consecutive business day period from February 28, 2025, through April 11, 2025, the Company did not maintain the minimum MVLS of US$35,000,000 required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). The Company will be afforded a period of 180 calendar days, or until October 13, 2025 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C). In order to regain compliance with Nasdaq’s minimum MVLS requirement, the minimum MVLS of the Company’s ordinary shares must meet or exceed US$35,000,000 for a minimum of ten consecutive business days during the Compliance Period. In the event the Company does not regain compliance by the end of the Compliance Period, the Company will receive written notification that its securities are subject to delisting, which the Company may appeal to a hearings panel. On August 28, 2025, the Company received a notice (the “Compliance Notice”) from Nasdaq stating that the Company has regained compliance with the requirement to maintain a minimum Market Value of Listed Securities of $35 million as set forth under Nasdaq Listing Rule 5550(b)(2) for continued listing on The Nasdaq Capital Market. The staff at Nasdaq determined that for the last ten consecutive business days, from August 14 through August 27, 2025, the Company’s MVLS has been $35 million or greater.
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. 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.
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Nuvini may be unable to maintain the listing of Nuvini securities in the future. If Nuvini is delisted, there could be significant material adverse consequences, including:
| ● | reduced liquidity; |
| ● | a limited availability of market quotations for Nuvini securities; |
| ● | a limited amount of news and analyst coverage of Nuvini; and |
| ● | a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities. |
If Nuvini’s performance does not meet market expectations, the price of Nuvini’s securities may decline.
If Nuvini’s performance does not meet market expectations, the price of Nuvini’s securities may decline. Fluctuations in the price of Nuvini’s securities could contribute to the loss of all or part of your investment. Factors affecting the trading price of Nuvini Ordinary Shares and Nuvini Warrants may include:
| ● | changes in the market’s expectations about operating results; |
| ● | Nuvini’s operating results failing to meet market expectations in a particular period; |
| ● | changes in financial estimates and recommendations by securities analysts concerning Nuvini or Nuvini’s industry and market in general; |
| ● | operating and stock price performance of other companies that investors deem comparable to Nuvini; |
| ● | changes in laws and regulations affecting Nuvini’s business; |
| ● | commencement of, or involvement in, litigation involving Nuvini; |
| ● | changes in Nuvini’s capital structure, such as future issuances of securities or the incurrence of debt; |
| ● | the volume of Nuvini Ordinary Shares available for public sale; |
| ● | any significant change in Nuvini’s board or management; |
| ● | sales of substantial amounts of Nuvini Ordinary Shares by Nuvini’s directors, executive officers or significant shareholders or the perception that such sales could occur; and |
| ● | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism (including the recent conflict in Iran and Ukraine). |
In addition, an active trading market for our securities may never develop or, if it develops, it may not be sustained. You may be unable to sell your Nuvini Ordinary Shares and Nuvini Warrants unless a market can be established and sustained. Broad market and industry factors may depress the market price of Nuvini Ordinary Shares and Nuvini Warrants irrespective of our operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Nuvini securities, may not be predictable. A loss of investor confidence in the market for companies engaging in technology, big data and artificial intelligence or the stocks of other companies which investors perceive to be similar to Nuvini could depress Nuvini’s share price regardless of Nuvini’s business, prospects, financial conditions or results of operations. A decline in the market price of Nuvini Ordinary Shares or Nuvini Warrants also could adversely affect Nuvini’s ability to issue additional securities and Nuvini’s ability to obtain additional financing in the future.
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Nuvini may not complete the proposed acquisition of the Beyondsoft IT consulting business on the terms contemplated, or at all.
On April 3, 2026, Nuvini entered into a share purchase agreement to acquire 51% of the total and voting share capital of a newly established holding company (“Beyondsoft”) that will hold the Beyondsoft IT consulting and services business (the “Beyonsoft Acquisition”). The completion of this acquisition is subject to a number of conditions precedent, including the approval of the shareholders of Beyondsoft Corporation the completion of an internal restructuring, the assignment or entry into a new Master Services Agreement with Microsoft Corporation, and the execution of a definitive shareholders agreement. There can be no assurance that these conditions will be satisfied, and the failure to complete the acquisition could adversely affect our business prospects and the market price of our ordinary shares.
The deferred purchase price structure of the Beyondsoft Acquisition may place significant financial strain on our resources.
In connection with the Beyondsoft Acquisition, NVNI has agreed to pay an aggregate purchase price of $80.7 million, subject to adjustment as set forth in the Share Purchase Agreement, payable in two installments, with 50% due by December 31, 2026 and the remaining 50% due by December 31, 2029, plus interest at 8% per annum. This deferred obligation, combined with quarterly interest payments, may limit our financial flexibility and ability to pursue other strategic opportunities. We currently do not have sufficient cash on hand to fund this obligation and will need to obtain financing through debt, equity or other capital-raising transactions. There can be no assurance that we will be able to obtain such financing on a timely basis, on acceptable terms, or at all. Our ability to secure financing will depend on a number of factors, many of which are outside of our control, including general economic and market conditions, conditions in the capital markets, interest rates, investor demand for our securities, our financial performance and prospects, and developments affecting our industry. Adverse changes in any of these factors could materially impair our ability to raise the required funds or increase the cost of such financing. If we are unable to obtain sufficient financing when needed, we may be required to delay, modify or terminate the acquisition, which could result in the loss of strategic opportunities and potential growth benefits. In addition, failure to complete the acquisition could expose us to contractual liabilities, including termination fees or damages, and could harm our reputation with counterparties, investors and financing sources. Moreover, if we fail to pay the purchase price when due, we may forfeit our entire investment in the target business, including any amounts previously paid, committed or invested, without receiving any ownership interest or other economic benefit, which could result in a total loss of such investment. Alternatively, if financing is available only on unfavorable terms, including at higher interest rates, with restrictive covenants, or through the issuance of equity securities at dilutive prices, our financial condition, results of operations and the value of our securities could be materially and adversely affected.
In addition, the shares of Beyondsoft held by NVNI will be pledged to the seller as security for payment, which will restrict our ability to leverage these assets. A failure to make timely payments could result in the loss or these shares in favor of the seller, potentially resulting in a loss of our entire investment.
We will hold a majority stake but will not have full control over Beyondsoft.
Although we will hold 51% of the total and voting share capital of Beyondsoft and appoint three of five directors, our ability to exercise full control over its operations and strategic direction is limited by the terms of a shareholders agreement that we have agreed to enter into with the seller, that will hold the other 49% of the total and voting share capital of Beyondsoft. This agreement will grant the seller veto and consent rights over certain matters requiring supermajority approval at both the shareholders and board levels, effectively requiring the consent of the Seller. As a result, we may not be able to unilaterally implement decisions that we believe are in the best interests of Beyondsoft or our consolidated business
These restricted governance rights may restrict our ability to operate and integrate Beyondsoft in the manner we currently anticipate, including with respect to key matters such as approval of budgets and business plans, capital expenditures, financing arrangements, acquisitions and dispositions, hiring and compensation of senior management, and other significant operational or strategic decisions. The minority shareholder’s interests may not always align with ours, and the exercise of such veto rights could delay or prevent the implementation of important initiatives, including integration efforts, cost synergies and operational improvements. In addition, disagreements with the minority shareholder could result in deadlocks on critical decisions, potentially leading to operational inefficiencies, missed business opportunities, increased costs, or disputes that may require resolution through negotiation, arbitration or litigation. Any such disputes could divert management’s attention and resources and adversely affect the performance of the subsidiary and our overall business.
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As a result of these governance limitations, we may not be able to fully realize the anticipated benefits of our investment in the subsidiary, and our financial condition, results of operations and growth prospects could be materially and adversely affected.
The Beyondsoft seller will retain significant protective rights that could impact our investment.
Pursuant to a shareholders agreement that we have agreed to enter into with the seller of Beyondsoft, we anticipate that such seller shall have call option, drag-along rights, a right of first refusal, and pre-emptive rights with respect to its investment in Beyondsoft. The call option shall be triggered by events including payment default, material breach, delisting from Nasdaq, change of control of NVNI, or insolvency proceedings. If triggered, the seller may acquire our shares at a price equal to the amount of the purchase price already paid (net of dividends), or the unpaid portion for no consideration, or require immediate payment of the unpaid balance plus 15% penalty interest. These provisions significantly affect the risk profile of our investment.
Our international expansion strategy will expose us to significant operational, regulatory and execution risks
With the Beyondsoft Acquisition, we will a strategy to expand our operations internationally, including in China, the United States, the United Kingdom and Latin America, and we will continue to pursue further growth in multiple jurisdictions. Our ability to successfully execute this strategy is subject to numerous risks inherent in operating across diverse legal, regulatory, cultural and economic environments. These risks include difficulties in establishing and managing local operations, recruiting and retaining qualified personnel, adapting our products and services to local markets, and developing effective internal controls and compliance frameworks across jurisdictions. We may also face challenges in integrating international operations with our existing business, including differences in business practices, language barriers, and time zone constraints. If we are unable to effectively manage these complexities, our international expansion efforts may not achieve the anticipated benefits and could adversely affect our business, financial condition and results of operations.
We will be subject to complex and evolving regulatory regimes across multiple jurisdictions, including heightened risks in China
With the Beyondsoft Acquisition, our operations and investments will involve multiple jurisdictions, including China, the United States, the United Kingdom and various countries in Latin America, which are subject to complex and evolving legal and regulatory requirements. These include, among others, laws relating to foreign investment, data privacy and cybersecurity, anti-corruption, trade restrictions, sanctions, tax, employment and environmental matters.
In particular, our operations in China expose us to significant regulatory uncertainty, including the potential for rapid changes in laws and regulations, increased government oversight and intervention, and restrictions on foreign ownership, capital flows and data transfers. In addition, geopolitical tensions between China and other jurisdictions, including the United States and the United Kingdom, could result in additional trade restrictions, sanctions or other measures that could adversely affect our ability to operate or expand our business.
Failure to comply with applicable laws and regulations in any of these jurisdictions could result in fines, penalties, operational restrictions, reputational harm or the suspension or termination of our operations in such markets. Moreover, compliance with these regulatory regimes may increase our costs and require significant management attention.
Our international expansion will expose us to political, economic and currency risks that could adversely affect our results
With the Beyondsoft Acquisition, our expansion into China, the United States, the United Kingdom and Latin America will expose us to risks associated with political and economic instability, fluctuations in foreign currency exchange rates, and differing economic conditions across markets.
Economic or political instability in any of these regions, including changes in government policies, trade relations, taxation or regulatory enforcement priorities, could adversely impact our operations and growth prospects. In Latin America, for example, certain countries have historically experienced volatility in economic conditions, inflation and currency devaluation. Similarly, fluctuations in the value of local currencies relative to the U.S. dollar or the Brazilian real could impact our revenues, costs and profitability, particularly where revenues and expenses are denominated in different currencies.
In addition, our ability to repatriate earnings from certain jurisdictions may be subject to legal or regulatory restrictions, particularly in China, which could limit our financial flexibility. Any of these factors could materially and adversely affect our financial condition, results of operations and cash flows.
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If the Master Services Agreement with Microsoft is not assigned to the Target Group or cannot be replaced on comparable terms, the commercial rationale for the Beyondsoft Acquisition could be materially impaired.
The Target Group’s enterprise IT services business is substantially dependent on its relationship with Microsoft Corporation. Closing of the Beyondsoft Acquisition is conditioned on either the assignment to a Target Group company of the existing Master Services Agreement between Beyondsoft Corporation and Microsoft Corporation, or the entry into a new agreement on comparable terms. Microsoft is not party to the SPA and has no obligation to consent to the assignment or to enter into a replacement agreement. If this condition is not satisfied, Closing will not occur. Even if a replacement or assignment is agreed, the terms may be less favorable than the existing arrangement, or Microsoft may subsequently terminate, reduce or modify the relationship. Loss or material modification of the Microsoft relationship would reduce the Target Group’s revenue, margins and strategic value and could result in the impairment of our investment.
Customer concentration within the Target Group means that the loss of one or more large clients could materially reduce our consolidated revenue.
The Target Group’s top five clients collectively represent approximately 80% of its revenue. These clients are Fortune 100 companies generally engaged under master services or framework arrangements from which individual statements of work or work orders are issued. Certain customer contracts contain confidentiality provisions that restrict disclosure of customer identity, and accordingly we have not identified individual customers by name in this Annual Report. These relationships are not exclusive, have limited long-term volume commitments, and can generally be reduced or terminated by the client with limited notice. The loss, material reduction, non-renewal or reprice of any of these relationships could have a disproportionate effect on our consolidated revenue, margins, and cash flow, and could result in impairment charges with respect to the carrying value of the Target Group.
The enterprise IT services business we are acquiring is services-based rather than subscription-based, which carries different financial, operational and demand-cycle risks than our historical SaaS portfolio.
Until Closing, our consolidated revenue is substantially generated by recurring B2B SaaS subscriptions. Upon Closing, a majority of our consolidated revenue will derive from the Target Group’s enterprise IT services business, which is sold on a time-and-materials or fixed-price basis rather than as a recurring software subscription. Services businesses generally have shorter revenue visibility, greater sensitivity to customer capital expenditure and hiring cycles, and more exposure to wage inflation and utilization levels than SaaS businesses. In addition, fixed-price contracts require us to accurately estimate scope, cost and duration; if our estimates are wrong, contract margins can be compressed or negative. Integrating the services business alongside our SaaS portfolio will introduce reporting, segment disclosure, and performance-measurement complexity that we have not previously managed at scale.
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Our transition from a LATAM-focused B2B SaaS consolidator to a multi-continent, multi-line technology platform will increase operational, cultural, legal and integration complexity, and we may not achieve the anticipated benefits of the Beyondsoft Acquisition.
Before the Beyondsoft Acquisition, substantially all of our operations and personnel were located in Brazil. Upon Closing, the combined Nuvini Group and Beyondsoft Business will comprise approximately 1,764 employees operating across at least 15 countries and two distinct business lines (B2B SaaS products and enterprise IT services). We have limited prior experience operating outside Brazil or in services businesses. Integrating the Target Group will require us to develop or acquire new capabilities, including multi-jurisdictional legal, tax and HR compliance, consolidated foreign-currency reporting, cross-border cash management, export controls and sanctions compliance, global cybersecurity, and services-business delivery management. Cultural, language and time-zone differences may impair collaboration. Management’s attention will be significantly diverted from operating the existing SaaS portfolio. If integration is slower, costlier or less successful than anticipated, the financial and strategic benefits we expect from the transaction may not be realized, and we may incur integration costs, impairment charges or operational disruptions that could materially and adversely affect our results.
Risks Related to Our Acquisition Strategy and Integration of Acquired Businesses
Our growth strategy depends in substantial part on identifying, financing, completing and integrating acquisitions; a failure in any of these steps could materially adversely affect our business.
Since 2020, we have completed the acquisition of seven B2B SaaS companies in Brazil, have entered into a binding term sheet dated September 30, 2025 to acquire MK Solutions Tecnologia S.A., and on April 3, 2026 entered into the SPA for the Beyondsoft Acquisition. We may not be able to identify suitable additional targets, reach acceptable terms, secure necessary financing, obtain regulatory or shareholder approvals, or complete transactions on expected timelines. Competition for acquisition targets may increase purchase prices. Announced transactions may fail to close. Completed transactions may fail to deliver expected financial or strategic benefits, may require higher-than-anticipated integration investment, or may introduce unforeseen liabilities not identified in due diligence. In an acquisition-driven company, any of these failures translates directly into slower revenue and earnings growth and could impair our ability to service indebtedness or meet deferred purchase price obligations.
We have significant earnout, contingent consideration and deferred purchase price obligations that may constrain our liquidity and may be payable even if the underlying acquisitions do not achieve their forecast performance.
Several of our historical SaaS acquisitions included earnout or contingent consideration components payable upon achievement of financial targets. The Beyondsoft Acquisition carries the deferred purchase price described above, and the MK Solutions transaction, if completed, may include contingent consideration components payable upon achievement of specified financial targets, although achievement of such targets is not currently anticipated and will depend on the future performance of MK Solutions following closing. Our obligation to make these payments may fall due at times when our operating cash flow, capital markets access or financing conditions are unfavorable. Disputes regarding the measurement of earnout thresholds, working capital adjustments or indemnification claims may require arbitration or litigation. Failure to satisfy these obligations when due may expose us to enforcement actions by sellers, dilution through equity-settled alternatives, or loss of acquired assets.
Decentralized operation of acquired companies, while central to our strategy, limits our visibility and increases the risk that operational, financial or compliance issues at a subsidiary level are detected late.
We operate each acquired company on a substantially autonomous basis, preserving its local ERP, operating systems and management. This philosophy is intended to retain entrepreneurial intensity, but it constrains the standardization of internal controls, cybersecurity practices, procurement, data governance and compliance monitoring. We have identified material weaknesses in our internal control over financial reporting and in our information technology general controls at the consolidated level, described below. Our decentralized model increases the risk that control failures, fraud, compliance breaches, cybersecurity incidents or unfavorable operational trends are not detected, escalated or remediated on a timely basis. Scaling our operational oversight to a multi-country, multi-line structure following the Beyondsoft Acquisition will compound this risk.
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ITEM 4. INFORMATION ON THE COMPANY
History and Development of the Company
Nvni Group Limited (“Nuvini,” the “Company,” or together with our consolidated subsidiaries, the “Nuvini Group”) is an exempted company incorporated with limited liability in the Cayman Islands on November 16, 2022. The Company acquires, manages and operates profitable business-to-business technology companies. Through our seven existing subsidiary companies, we operate business-to-business software-as-a-service (“B2B SaaS”) products in Brazil, serving a diversified customer base of small and mid-sized enterprises across vertical markets. Upon closing of the proposed Beyondsoft Acquisition (as defined below), we will also operate an enterprise information technology consulting and services business (the “Beyondsoft Business”) with operations in the United States, the United Kingdom, Brazil, Costa Rica and China.
The Company conducts its business through Nuvini Holdings Limited, its direct wholly-owned subsidiary incorporated in the Cayman Islands (“Nuvini Holdings”), which in turn holds Nuvini S.A., a Brazilian sociedade por ações (CNPJ 35.632.719/0001-20). Nuvini S.A. was founded by Pierre Schurmann and Luiz Busnello in São Paulo, Brazil on November 21, 2019 (originally named Vehuiah Empreendimentos Participações LTDA), and incorporated as a Brazilian corporation on October 21, 2020. Nuvini S.A. is the operating holding company through which the Nuvini Group conducts substantially all of its Brazilian activities.
The Company’s Ordinary Shares and Warrants are listed on the Nasdaq Capital Market under the symbols “NVNI” and “NVNIW,” respectively. Nuvini became publicly traded on October 2, 2023, following the completion on September 29, 2023 of its business combination with Mercato Partners Acquisition Corporation, a Delaware special purpose acquisition corporation.
Acquisition Criteria for Our SaaS Portfolio
We target, acquire and operate profitable B2B SaaS companies that meet the following criteria: leadership in fragmented, specialized markets; low customer turnover and recurring revenue; positive cash generation; and relevant growth potential.
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Completed Acquisitions
As of the date of this Annual Report, Nuvini S.A. has acquired controlling interests in seven B2B SaaS companies:
| # | Company | Date | Interest | Headquarters | Description | |||||
| 1 | Effecti Tecnologia WEB LTDA. (“Effecti”) | October 30, 2020 | 100% | Rio do Sul, SC, Brazil | “My Effecti” platform allowing bidders to find, register, dispute and monitor notices issued through Brazilian federal, state and municipal electronic trading sessions. | |||||
| 2 | Leadlovers Tecnologia LTDA. (“Leadlovers”) | February 5, 2021 | 100% | Curitiba, PR, Brazil | Online platform for digital marketing strategy, automation of repetitive marketing processes and lead management. | |||||
| 3 | Ipe Tecnologia LTDA. (“Ipê Digital”) | February 19, 2021 | 100% | Uberlândia, MG, Brazil | ssOtica platform, the largest ERP for eyeglass retailers in Brazil, supporting store management, tax compliance and sales optimization. | |||||
| 4 | Dataminer Dados, Informações E Documentos LTDA. (“Datahub”) | February 24, 2021 | 100% | Tupã, SP, Brazil | Data intelligence platform applying analytics, machine learning and Know-Your-Customer methods for marketing, sales, risk and compliance. | |||||
| 5 | OnClick Sistemas de Informação LTDA., together with Commit Consulting LTDA. and APIE.COMM Tecnologia LTDA. (“OnClick”) | April 22, 2021 | 100% | Marília, SP, Brazil | ERP platform for retail, e-commerce, industry, distribution, services and healthcare; business process customization; e-commerce integration. | |||||
| 6 | Simplest Software LTDA. (“Mercos”) | June 30, 2021 (control assumed August 10, 2021) | 57.91%¹ | Joinville, SC, Brazil | B2B e-commerce and sales-force automation platform for manufacturers, distributors and independent sales representatives. | |||||
| 7 | Munddi Soluções em Tecnologia Ltda. - ME (“Munddi”) | May 15, 2025 | 100%² | São Paulo, SP, Brazil | Online platform connecting brands with consumers, suppliers and retail chains; supports small retailer customer acquisition. |
| 1 | In November 2022, Nuvini S.A. amended the original Mercos agreement to eliminate contingent consideration in exchange for the return of 42.09% of Mercos shares to the sellers, subject to a call option retained by Nuvini S.A. |
| 2 | Munddi was acquired by Leadlovers, a Nuvini subsidiary, and is managed directly by Leadlovers. |
Acquisitions Pending Closing
| 1. | Beyondsoft – On April 3, 2026, NVNI has entered into a share purchase agreement pursuant to which, subject to the terms and conditions set forth therein, NVNI has agreed to purchase 51% of the total and voting share capital of Beyondsoft. The closing of the acquisition remains subject to various closing conditions including, without limitation, consummation of the corporate restructuring of Beyondsoft, the entering into a shareholders agreement and the execution of a transition services agreement. Beyondsoft is a global IT consulting and technology services firm, with operations across 15 countries, including the United States, the United Kingdom and Latin America, and a diversified base of over 22,400 customers. The transaction represents our largest and most strategic acquisition to date, creating a combined technology platform. |
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| 2. | 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 combined entity will bring together Nuvini’s robust portfolio of seven B2B SaaS companies, serving over 22,400 customers in 15 countries, with Beyond Soft Corporation’s elite enterprise IT consulting practice, which serves 30+ major blue-chip clients. The transaction creates significant revenue synergy opportunities across multiple key growth engines: |
The foregoing acquisitions, coupled with the Nuvini Acquired Companies’ management teams having deep industry experience and Nuvini’s corporate office providing financial and strategic expertise related to capital allocation, finance and other back-office functions, allow the Nuvini Group to grow its business and operations through the Nuvini Acquired Companies. For more information of the Nuvini Acquired Companies, see “—B. Business Overview—Capabilities of the Nuvini Acquired Companies.”
Corporate Information
Nuvini’s principal executive office is P.O. Box 10008, Pavilion East, Cricket Square, Grand Cayman, Cayman Islands KY1-1001. Nuvini’s principal website address is www.nuvini.co. We do not incorporate the information contained on, or accessible through, the Registrant’s websites into this Annual Report, and you should not consider it a part of this document.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.
Capital Expenditures
Our capital expenditures consist of cash payments to acquire property and equipment and to capitalize software development costs, each reflected as investing activities in our consolidated statements of cash flows.
| Year ended December 31 | Total | Property and equipment | Acquisition of subsidiaries | Capitalized development | ||||||||||||
| 2025 | R$ | 9.0 million | R$ | 1.1 million | R$ | 1.9 million | R$ | 6.0 million | ||||||||
| 2024 | R$ | 16.0 million | R$ | 1.8 million | — | R$ | 14.2 million | |||||||||
| 2023 | R$ | 12.2 million | R$ | 3.6 million | — | R$ | 8.6 million | |||||||||
For a discussion of how our capital expenditures have been financed, see “Item 5.B — Liquidity and Capital Resources.”
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Recent Developments
The Nasdaq Deficiency Notices
On January 28, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the Company’s market value of listed securities (“MVLS”) for the 30 consecutive business day period from December 12, 2025 through January 27, 2026, the Company did not maintain the minimum MVLS of US$35,000,000 required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). The Company has been afforded a period of 180 calendar days, or until July 27, 2026 (the “MVLS Compliance Period”), to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C). To regain compliance, the Company’s MVLS must meet or exceed US$35,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. If the Company does not regain compliance by the end of the MVLS Compliance Period, it will receive written notification that its securities are subject to delisting, which the Company may appeal to a hearings panel. The Company intends to monitor its MVLS between now and July 27, 2026, and will consider available options if its ordinary shares do not trade at a level likely to regain compliance. There can be no assurance that the Company will regain or maintain compliance with the MVLS requirement or other Nasdaq Capital Market continued listing requirements. The letter has no immediate effect on the listing of the Company’s ordinary shares, which will continue to be listed and traded on Nasdaq under the symbol “NVNI”, subject to the Company’s compliance with other continued listing requirements.
Proposed Acquisition of Beyondsoft IT Consulting Business
On April 3, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Beyondsoft International (Singapore) Pte. Ltd., a company incorporated under the laws of Singapore (the “Seller”), pursuant to which, subject to the terms and conditions set forth therein, the Company has agreed to purchase 51% of the total and voting share capital of a holding company to be established pursuant to the Restructuring (as defined below) (the “Holdco”) on a fully-diluted basis (the “Sold Shares”) from the Seller for an aggregate purchase price of $80,700,000, subject to adjustment as set forth in the Share Purchase Agreement (the “Final Purchase Price”).
The Share Purchase Agreement contains certain representations, warranties, covenants and indemnification provisions of Holdco and its subsidiaries, and the Company, respectively. The Closing (as defined below) of the proposed share purchase remains subject to various closing conditions including, without limitation, consummation of the Restructuring (as defined below), the entering into a Shareholders Agreement (as defined below), and the execution of a transition services agreement.
Restructuring
Prior to Closing, the Seller will undertake a restructuring (the “Restructuring”) pursuant to which certain entities and other assets owned directly or indirectly by Beyondsoft Corporation, a publicly traded Chinese company (“Beyondsoft”), will be transferred to the Holdco, a new holding company to be established pursuant to the Restructuring Plan. The companies and assets to be transferred to Holdco in connection with the Restructuring are primarily engaged in the IT consulting and services business in the U.S.A, United Kingdom, China and Latin America (the “Business”). Upon completion of the Restructuring, the Seller will own all of the issued and fully paid-up shares in the capital of the Holdco, and the Holdco will, directly or indirectly, hold all of the issued and fully paid-up shares of each of the target companies (collectively, the “Target Group”), which will thereafter carry on the Business.
Closing
The closing of the transactions contemplated by the Share Purchase Agreement (the “Closing”) is subject to the satisfaction or waiver of the conditions set forth therein, including the completion of the Restructuring. The Sold Shares will not transfer to the Company until Closing.
Purchase Price and Payment Terms
The Final Purchase Price shall be payable in two equal installments. The first installment in an amount equal to 50% of the Final Purchase Price is due on or prior to December 31, 2026 (the “First Payment Date”), together with accrued interest as discussed below. The remaining fifty percent (50%) of the Final Purchase Price shall be paid on or prior to December 31, 2029 (the “Final Payment Date”). The Final Purchase Price shall bear interest at a simple rate of eight percent (8%) per annum. Commencing March 31, 2027, the Company shall pay accrued interest on the unpaid portion of the Final Purchase Price on a quarterly basis through the Final Payment Date. The Company shall have the right to prepay any unpaid amount at its sole discretion.
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Share Pledge
On or prior to Closing, the Company and the Seller will execute a share charge agreement (the “Share Charge Agreement”) pursuant to which the Company will pledge all of the Sold Shares to the Seller as security for the payment of the Final Purchase Price and all accrued interest thereon (the “Share Charge”). The Share Charge Agreement provides for the partial release of the Share Charge upon the Company’s payment of corresponding portions of the Final Purchase Price.
Shareholders Agreement
Prior to Closing, the Company and the Seller will negotiate and enter into a shareholders agreement (the “Shareholders Agreement”) with respect to the Holdco, pursuant to which the Seller will be entitled to appoint two of five board seats and will have approval rights in connection with certain corporate actions.
There can be no assurance that the proposed share purchase will be completed on the terms described herein or at all. The completion of the transaction is subject to a number of conditions, including, among others, the receipt of required shareholder, regulatory and other approvals and the satisfaction of other customary closing conditions.
In addition, the success of the transaction, if completed, will depend in part on the ability of the parties to realize the anticipated benefits of the transaction. There can be no assurance that the anticipated benefits will be realized in the expected timeframe or at all. The transaction may also involve risks related to the integration of the businesses, including the potential disruption of ongoing operations, diversion of management’s attention and the retention of key personnel.
Pierre Schurmann Investment Agreement
On December 4, 2025, the Company and its Founder and Chief Executive Officer Pierre Schurmann entered into a binding investment agreement to invest $6 million of personal capital in the Company through a direct private placement of equity securities, subject to closing conditions (the “Investment Agreement”). Pursuant to the Investment Agreement, Xurmann Investments Ltd, an investment vehicle wholly owned by Mr. Schurmann, will acquire 1,500,000 ordinary shares at $4.00 per share, along with five-year warrants to purchase 300,000 additional shares at an exercise price of $25.00 per share. As of December 31, 2025, this investment has not been made.
Mr. Schurmann is currently working to obtain the financing to conclude his investment. While the process has taken longer than initially anticipated, the parties continue to work diligently toward its completion. The Company will provide further updates in due course. There is no guarantee that Mr. Schurmann will be able to obtain the required financing nor that his investment will be completed.
The Convertible Notes
On August 12, 2025, the Company, entered into a securities purchase agreement (the “August 2025 Purchase Agreement”) with an institutional accredited investor (the “Purchaser”), pursuant to which the Company sold to the Purchaser an unsecured note in an aggregate principal amount of $4,200,000 for a subscription price of $3,500,000 (the “Existing Note”) due, subject to the terms therein, on the earlier of (i) November 10, 2025 and (ii) the date on which the closing of a Placement in which the Lead Investor is a participant occurs (as defined in the Existing Note). The Existing Note did not bear an interest rate and was a general unsecured obligation that ranked pari passu.
On December 11, 2025, the Company entered into a Securities Exchange Agreement (the “Securities Exchange Agreement”) with the holder (the “Holder”) of the Existing Note in the aggregate outstanding principal amount of $5,040,000. Pursuant to the Securities Exchange Agreement, the Company and the Holder agreed to exchange the Existing Note for a new Senior Secured Convertible Note, with an aggregate principal amount of $5,662,000 (the “Exchange Note”), convertible into ordinary shares, par value $0.00001 per share (the “Conversion Shares”).
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On December 11, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Purchaser, pursuant to which the Company sold to the Purchaser a senior secured note in an aggregate principal amount of $2,865,000 for a subscription price of $2,550,000 (the “Note”) due, on April 15, 2027. The Note does not bear an interest rate and is a secured obligation, secured by collateral pursuant to security documents, that ranks pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
On January 28, 2026, pursuant to Section 9(e) of the Note and the Exchange Note, the Company entered into an Omnibus Amendment (the “Amendment”) with the Required Holders (as defined in the August 2025 Purchase Agreement and the Securities Purchase Agreement). Pursuant to the Amendment, the parties agreed to amend the Note and the Exchange Note in order to (i) amend and restate the Monthly Redemption Date (as defined in the Note and the Exchange Note), to February 9, 2026, and then the first Business Day of each calendar month thereafter, and terminating upon the full redemption of the Note or Exchange Note, as applicable and (ii) include Schedule 1, Schedule 2 and Schedule 3 referred to in Section 7(a)(vii) of the Note and Section 7(a)(vii) of the Exchange Note.
On April 1, 2026, the Company entered into a Second Omnibus Amendment (the “Second Amendment”) with Amiens Technology Investments LLC, pursuant to which the parties agreed to amend certain provisions of (i) the Exchange Note and (ii) the Senior Secured Note in the aggregate original principal amount of $2,865,000 (the “December Note,” and together with the Exchange Note, the “Notes”), each previously issued by the Company to the Investor.
Pursuant to the Second Amendment, the parties agreed to: (i) defer the Monthly Redemption Date (as defined in each Note) under each Note to May 1, 2026; (ii) issue to the Investor an aggregate of 702,290 ordinary shares of the Company to be held in escrow as pre-delivery shares (the “Pre-Delivery Shares”), to be applied, on a share-for-share basis, against future ordinary share delivery obligations of the Company under the Notes; (iii) apply an additional cash payment of $100,000 to the outstanding value of the December Note; and (iv) cause the full repayment of, and release of all liens securing, certain non-convertible debentures previously issued by the Company on May 14, 2021, no later than May 15, 2026.
On November 1, 2024, Nuvini entered into a Convertible Promissory Note Purchase Agreement (the “Note Purchase Agreement”) with Heru Investment Holdings Ltd., an entity controlled by the Company’s Chief Executive Officer, and other investors (collectively, the “Investor”), for the purchase of convertible promissory notes (the “Convertible Notes”) in the principal amount of at least US$2,900,000 and up to US$5,000,000. The Convertible Notes shall mature within 12 months from the issuance date (the “Maturity Date”) and interest shall accrue at an annual rate of 5.00%, calculated on the basis of a 365-day year. Prior to the Maturity Date, the Investors shall have the option to convert the Convertible Notes into ordinary shares of the Company resulting from the division of the principal amount and accrued interest under the Convertible Notes by a conversion price of US$1.10 per ordinary share. As of December 31, 2025, the deal is considered unlikely to close.
The above description is a summary of the Note Purchase Agreement and the Convertible Notes filed as exhibits 10.1 and 10.2 to the Form 6-K filed on November 1, 2024, and incorporated herein by reference.
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Private Placements
On January 15, 2024, Nuvini entered into individual subscription agreements with specific PIPE investors. These investors committed to subscribing for and purchasing a total of 135,882 shares at a conversion price of US$17.00, in exchange for an investment of US$2,310,000.
On November 1, 2024, Nuvini completed the issuance and sale in a private placement of a total of 76,695 ordinary shares of Nuvini for gross proceeds of approximately US$580,824 or US$7.50 per share (the “Per Share Purchase Price”) in accordance with the terms and conditions of subscription agreements (the “Subscription Agreements”) entered into with each of the investors in the private placement (the “Investors”).
On November 7, 2024, and November 17, 2024, Nuvini entered into distinct subscription agreements with specific PIPE investors. These investors agreed to subscribe to and purchase 121,371 ordinary shares, at a conversion price of US$7.573, in exchange for an investment of US$919,158.
The Subscription Agreement also provides the Investor with certain registration rights to file a registration statement with the Securities and Exchange Commission covering the resale of the ordinary shares purchased under the Subscription Agreement. The ordinary shares sold in the private placement were sold pursuant to the exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The above description is a summary of the form of Subscription Agreement filed as exhibit 10.1 to the Form 6-K filed on November 5, 2024, and incorporated herein by reference.
On December 31, 2024, Nuvini entered into a private placement transaction, pursuant to a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional investors for aggregate gross proceeds of $12.0 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. Under the 2025 Purchase Agreement, the Company agreed to issue (i) 3,680,982 ordinary shares of the Company, par value US$0.00001 per share, (ii) certain Series A ordinary share purchase warrants registered in the name of each purchaser to purchase up to a number of ordinary shares equal to 50% of such purchaser’s ordinary shares (the “Series A Warrant”), subject to certain adjustments, with an alternative cashless exercise option allowing holders to receive twice the number of shares upon exercise if exercised under certain conditions, and (iii) certain Series B Ordinary share purchase warrants registered in the name of such purchaser to purchase up to a number of ordinary shares equal to the maximum eligibility number, which is the number of shares underlying the Series B Warrants determined from time to time per the Reset Price, defined as the greater of 80% of the lowest volume weighted average price during the Reset Period and US$0.652. The Series A Warrants are immediately exercisable and expire one year from the effectiveness of the registration statement with respect to the underlying ordinary shares for a purchase price equal to US$6.52 per ordinary share, subject to adjustments, pursuant to the Series A ordinary share purchase warrant. The Series B Warrants are immediately exercisable and expire five years from the effectiveness of the registration statement for a purchase price equal to US$0.0001 per ordinary share, subject to adjustments pursuant to the Series B ordinary share purchase warrant. The closing of the private placement transaction occurred on January 2, 2025.
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In addition, the Company issued placement agent warrants to the placement agent in the 2025 Offering to purchase an aggregate of 276,073 shares at an exercise price of US$3.26 per share. On January 31, 2025, the Company amended the placement agent warrants (“Amended Placement Agent Warrants”) to match their terms with the Series A Warrants. The amendments include a reset feature, adjusting the exercise price to the lower of the existing price and 80% of the lowest daily VWAP during the Reset Period, subject to a US$0.652 floor price, and an alternative cashless exercise option, allowing holders to receive twice the number of shares upon exercise if exercised under certain conditions. The Amended Placement Agent Warrants are immediately exercisable and expire five years from the issuance date.
The above description is a summary of the form of the Purchase Agreement filed as exhibit 10.1 to the Form 6-K filed on January 6, 2025, and incorporated herein by reference.
Issuance of Class FF shares
In March 2025, we amended our amended and restated memorandum and articles of association to create a new class of super voting shares designated as Class FF shares. On March 27, 2025, Nuvini issued 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.
Approval of Reverse Share Split
On October 3, 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 reduced the number of outstanding shares from 100,326,678 to approximately 10,032,710 shares. All shares and per-share data included in this filing are presented on a post-split basis.
On March 20, 2025, the shareholders of Nuvini approved by special resolution, that the Company shall 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 Board of Directors of the Company (the “Subdivision”), effective upon the Board of Directors determining the ratio and resolving to approve the Subdivision.
Business Overview
The Nuvini Group invests in established technology businesses and fosters an entrepreneurial operating environment in which each acquired business can become a leader in its market. We create value through long-term partnerships with the management teams of acquired companies and by accelerating growth through strengthened commercial execution, operational scale, shared infrastructure and disciplined capital allocation. Although our acquisition targets are generally profitable, we are an early-stage company with a history of operating losses. See “Item 3.D — Risk Factors — Risks Related to the Nuvini Group’s Business and Operations.”
Through December 31, 2025, our operations and revenue have been concentrated in Brazil, and our seven acquired businesses provide B2B SaaS products to small and mid-sized enterprise customers predominantly in Brazilian vertical markets. Upon closing of the Beyondsoft Acquisition, the geographic and operational profile of the Nuvini Group will expand materially. Post-Closing, the Nuvini Group will operate two complementary business lines: (i) B2B SaaS products offered by our existing Brazilian portfolio, and (ii) enterprise IT consulting and services offered by the Beyondsoft Business in multiple jurisdictions. Because the Beyondsoft Acquisition has not closed as of the date of this Annual Report, the description below identifies which elements are currently in place and which are conditional on Closing.
For the years ended December 31, 2025 and 2024, 100% of the Nuvini Group’s consolidated revenue was generated in Brazil.
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Business Model
The Nuvini Group’s historical business model is organized around three phases: Acquire, Manage and Build.
Acquire. We identify and acquire profitable B2B SaaS businesses that meet our acquisition criteria (leadership in fragmented verticals; recurring revenue; low churn; positive cash generation; growth potential). We conduct diligence on historical financials, KPIs, legal and tax position, with support from external advisors, and structure consideration that typically includes deferred components tied to earnout or performance. Acquisitions are approved by our Investment Committee and reviewed by our board of directors for alignment with our strategy. We maintain an M&A pipeline of prospective targets at various stages of engagement.
Manage. Following acquisition, we manage each acquired business through:
| ● | Accelerate Efficiency and Growth. We provide centralized back-office support covering talent training and sourcing, accounting standardization and audit support, shared procurement, and cross-portfolio best-practice sharing. | |
| ● | Decentralized Operating Structure. Each acquired company retains its local brand, management team and operating systems. Management is expected to leverage its market knowledge to maximize growth, profitability and return on capital within its vertical. Financial results are consolidated and reviewed at the Nuvini Group level, and our corporate function provides expertise in capital allocation, finance, tax, compensation policy and recruitment. |
Build. Once an acquired business achieves targeted financial performance, we focus on growth through:
| ● | Autonomy. Each acquired company is not required to migrate onto a single ERP; instead, we consolidate information by integrating each company’s legacy systems. This mitigates post-acquisition integration risk and enables us to attract founder-led businesses. | |
| ● | People. We deploy talent acquisition and retention strategies and structure post-earnout succession plans for founder transitions. | |
| ● | Finance. We implement accounting standardization and annual audits, and leverage shared back-office contracts. | |
| ● | Growth. We pursue tuck-in acquisitions that extend existing product lines and client portfolios. |
Evolution of the Business Model for Strategic Acquisitions. The Beyondsoft Acquisition, if completed, will not be integrated into the Nuvini SaaS portfolio operating model described above. Instead, the Beyondsoft Business will operate as a majority-owned, separately-governed subsidiary under the Shareholders Agreement, with its own management team, brand, delivery footprint, customer relationships and P&L, while benefiting from strategic coordination with the Nuvini Group in areas including cross-selling, AI capabilities and capital allocation.
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Capabilities of the Nuvini Group
Current SaaS portfolio (Brazil). Our acquired companies offer SaaS products across several vertical and horizontal domains. As of December 31, 2025, the acquired businesses with a material contribution to the Nuvini Group’s consolidated revenue are Effecti, Ipê Digital and Mercos.
| Product family | Company | Description | ||
| Government procurement | Effecti | Platform for bidders to participate in Brazilian federal, state and municipal electronic procurement | ||
| Vertical ERP (eyeglass retail) | Ipê Digital | ssOtica ERP serving optical retailers | ||
| Cross-vertical ERP / retail & distribution | OnClick | ERP, e-commerce integration and business process customization for retail, e-commerce, industry, distribution, services and healthcare | ||
| Sales-force automation / B2B e-commerce | Mercos | Platform automating independent-representative and manufacturer sales | ||
| Marketing automation / lead management | Leadlovers (with Munddi) | Digital marketing automation, lead nurturing and retail sourcing | ||
| Data intelligence / KYC | Datahub | Data analytics, machine learning and Know-Your-Customer capabilities |
Enterprise IT services capabilities (subject to Closing of the Beyondsoft Acquisition). Upon Closing, the Beyondsoft Business will add to the Nuvini Group’s capabilities the following service lines: Cloud Adoption and Transformation; Data and AI Modernization; Business Process Outsourcing; Digital Operations and Security; and Digital Engineering and Quality Assurance. These services are delivered primarily on a time-and-materials and, to a lesser extent, fixed-price basis, to enterprise customers, including Fortune 500 companies. The Beyondsoft Business maintains commercial relationships with enterprise technology partners, including Microsoft, Oracle, AWS, Salesforce, Snowflake, NVIDIA, ServiceNow, UiPath and Databricks. The Beyondsoft Business has approximately 1,464 employees across 13 countries, of which approximately 90% are project-billable personnel.
Artificial Intelligence Strategy
AI is a strategic priority of the Nuvini Group. In March 2026, we appointed Phoebe Wang, previously an Independent Director, as Chief Artificial Intelligence Officer. Ms. Wang leads our enterprise-wide AI strategy, investment and implementation across the SaaS portfolio, including the development and deployment of AI-enabled features within our existing products (including Datahub’s analytics, machine learning and KYC offerings) and, subject to Closing of the Beyondsoft Acquisition, the coordination of AI capabilities with the Beyondsoft Business’ Data and AI Modernization service line and enterprise AI consulting practice. Our internal AI function, which we refer to as the Nuvini AI Lab, is responsible for defining standards for responsible AI use, vendor and model selection, data governance and integration of AI capabilities into customer-facing products. The materiality of AI to our business, and specific risks associated with AI deployment, are discussed under “Item 3.D — Risk Factors — Risks Related to Technology, Artificial Intelligence, Intellectual Property and Cybersecurity.”
Seasonality
The Nuvini Group’s business is not significantly seasonal. Our SaaS portfolio has historically received a higher volume of new customer orders during the second half of each year, which we attribute to higher retail activity among our customers’ end markets. The Beyondsoft Business’ enterprise IT services revenue, if and when consolidated following Closing, follows a different pattern driven by customer project timing and annual contract renewal cycles.
Market Opportunity
Brazil and Latin America SaaS. The Latin American SaaS market reached approximately US$22.02 billion in 2025 and is projected to grow at a compound annual growth rate of approximately 14.20% between 2026 and 2034, according to a market study published by iMARC Group (2025 edition). We have not independently verified the accuracy or completeness of this third-party data, and investors should not place undue reliance on market estimates. Combined annual IT spend in Brazil and Latin America is estimated at approximately US$167 billion. We believe we are well-positioned to continue to consolidate the Brazilian vertical SaaS segment through tuck-in and platform acquisitions.
Global enterprise IT consulting and services. The global enterprise IT services market is large and growing, driven by enterprise investment in cloud adoption, data modernization and AI capabilities. Subject to Closing, the Beyondsoft Acquisition positions us to participate in this market through established customer relationships and delivery infrastructure. We have not independently verified the completeness or accuracy of third-party market data cited in this Annual Report and do not undertake to update such data. Market data is presented solely for reference purposes and is subject to significant uncertainty.
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Growth Strategy
Following the Beyondsoft Acquisition, if completed, the Nuvini Group’s growth strategy will rest on five pillars:
| ● | Geographic Diversification. The Beyondsoft Business brings operations across multiple jurisdictions, including the United States, the United Kingdom, Brazil, Costa Rica and China. Upon Closing, our combined footprint is expected to extend to approximately fifteen countries. Our Brazilian SaaS portfolio remains our principal geographic base until and unless we expand internationally through acquisition or direct investment. | |
| ● | Revenue-Line Diversification. The Beyondsoft Business adds enterprise IT services revenue — sold on a time-and-materials and fixed-price basis — alongside our recurring B2B SaaS subscription revenue. The combination is designed to broaden our end-market exposure, customer segmentation and revenue profile. | |
| ● | Blue-Chip Customer Access. The Beyondsoft Business’ top five customers are Fortune 100 companies that have collectively represented approximately 80% of its revenue. The Beyondsoft Business’ customer base includes additional Fortune 500 enterprises. Certain customer contracts contain confidentiality provisions that restrict disclosure of customer identity; accordingly, individual customer names are not disclosed in this Annual Report. We believe our relationship with Microsoft, if the Master Services Agreement is assigned to the Target Group or replaced as contemplated in the SPA closing conditions, will be a material element of the Beyondsoft Business’ commercial profile. See “Item 3.D — Risk Factors.” | |
| ● | AI and Technology Synergies. We intend to combine the Nuvini AI Lab’s product-focused AI capabilities with the Beyondsoft Business’ Data and AI Modernization practice to offer integrated AI capabilities across customer segments. | |
| ● | Continued Consolidation in Brazilian B2B SaaS. We maintain an active M&A pipeline. As of December 2025, we had identified approximately 2,000 potential target companies, of which approximately 90 had undergone initial analysis and approximately 20 were in active engaged dialogue. Our near-term pipeline includes the pending MK Solutions acquisition, a leading ERP provider for Brazilian internet service providers. We pursue acquisitions where management teams, cultural fit, financial metrics (recurring revenue; positive cash generation; growth potential) and pricing align with our criteria. |
Customers
The Nuvini Group’s existing SaaS customer base consists of approximately 22,648 customers as of December 31, 2025 (2024: 22,786), primarily small and mid-sized Brazilian enterprises. No single customer accounted for more than 10% of the Nuvini Group’s consolidated revenue for the year ended December 31, 2025. Customers typically contract directly with the relevant acquired company under subscription terms, in some cases bundled with complementary data analytics and support services.
Subject to Closing of the Beyondsoft Acquisition, the Beyondsoft Business’ customer base (approximately 30 enterprise customers, including Fortune 500 multinationals) will be added on a consolidated basis, substantially increasing the concentration of our consolidated revenue in a limited number of customers. See “Item 3.D — Risk Factors — Risks Related to the Proposed Beyondsoft Acquisition and Global Expansion — Customer concentration within the Target Group.”
Sales and Marketing Channels
We sell our SaaS products through direct sales and marketing teams maintained within each acquired company, comprising approximately 114 individuals across subsidiaries as of December 31, 2025. Each acquired company has dedicated sector-specific commercial capabilities. Historically, we have received a higher volume of orders during the second half of each year.
Subject to Closing of the Beyondsoft Acquisition, the Beyondsoft Business sells its enterprise IT services primarily through established customer relationships, master services agreements and framework agreements with Fortune 500 customers, supplemented by direct business development and channel partners.
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Software Engineering and Research & Development
Our SaaS product development combines enhancement of existing software with the introduction of new capabilities, supported by committed long-term maintenance of client systems. Development is primarily conducted in-house using industry-standard tools; where strategic or cost considerations favor external sourcing, we license components from third-party vendors. Capitalized development expenditures are disclosed under “— Capital Expenditures” above. Following Closing of the Beyondsoft Acquisition, our development and engineering resources will be substantially expanded through the Beyondsoft Business’ delivery workforce of approximately 1,321 project-billable personnel.
Intellectual Property
The Nuvini Group relies on a combination of copyright (including software), trademarks, domain names, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements with employees and third parties, and other contractual protections to protect our proprietary technology, software, know-how and brands. In Brazil, as of the date of this Annual Report, the Nuvini Group holds no registered patents, has no pending patent applications, holds 25 registered trademarks, has 15 pending trademark applications, and maintains 50 domain names registered with Registro.br and 183 domain names registered with foreign registries. We continually assess whether new developments merit patent protection. Subject to Closing of the Beyondsoft Acquisition, the Beyondsoft Business’ intellectual property (including service methodologies, code libraries, client deliverables as contractually agreed and trademarks) will be consolidated into our intellectual property estate.
Competition
SaaS consolidation. In our SaaS roll-up activity, we compete with other serial acquirers of vertical and horizontal software companies, including Constellation Software Inc., Vitec, Roper Technologies and Tyler Technologies. Although these competitors have completed significantly more acquisitions (reflecting longer tenures), we believe our focus on Brazil and Latin America provides a local competitive advantage that allows us to deliver targeted operational and strategic support to our acquired companies.
Enterprise IT services (subject to Closing). Upon Closing, the Beyondsoft Business will compete in the global enterprise IT consulting and services market. Principal competitors include Globant, Endava, EPAM Systems, Thoughtworks, Tata Consultancy Services, Infosys, Wipro, Accenture, IBM Consulting, Cognizant, Capgemini and regional IT services firms. Many of these competitors have greater financial and operational resources, broader geographic presence, deeper relationships with blue-chip customers and more mature delivery capability than the Beyondsoft Business.
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Regulatory Overview
Data Protection and Privacy
Brazil — LGPD. The Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”), which became fully enforceable in August 2021, regulates the processing of personal data in Brazil and applies to our SaaS operations. The LGPD imposes requirements regarding lawful bases for processing, data-subject rights, data-protection officer designation, international data transfers, security obligations and breach notification, and provides for administrative sanctions including warnings, daily fines of up to 2% of a company’s Brazilian revenue (capped at BRL 50 million per infraction), blocking or deletion of data, and suspension or prohibition of data processing. Enforcement is performed by the National Data Protection Authority (ANPD).
European Union — GDPR. To the extent we or any Nuvini Group subsidiary processes personal data of individuals in the European Union or the United Kingdom, the General Data Protection Regulation (GDPR) and the UK equivalent apply, with potential administrative penalties of up to the greater of €20 million or 4% of worldwide annual turnover, in addition to civil and reputational consequences. Subject to Closing of the Beyondsoft Acquisition, the Beyondsoft Business’ UK and other European-facing operations will materially increase our GDPR exposure.
United States. Our activities that touch personal data of U.S. individuals may be subject to state-level regimes, including the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), and analogous statutes in other states.
People’s Republic of China. Subject to Closing of the Beyondsoft Acquisition, our operations through Beyondsoft (Suzhou) Co., Ltd. will be subject to the Cybersecurity Law, the Data Security Law, and the Personal Information Protection Law (PIPL) of the People’s Republic of China, each of which imposes obligations regarding data localization, cross-border data transfers, sensitive personal information, and cybersecurity reviews. Certain transfers of data out of China may require regulatory assessment or approval. Enforcement mechanisms, penalties and the scope of regulated conduct are evolving.
Consumer Protection
Our Brazilian operations are subject to the Brazilian Consumer Protection Code (Código de Defesa do Consumidor, or “CDC”), which provides for civil liability, administrative fines and conduct adjustment obligations (Termos de Ajustamento de Conduta) for companies supplying products or services to Brazilian consumers. Enforcement is performed by state and municipal consumer protection agencies (PROCONs) and the National Secretariat for Consumers (SENACON). Violations may result in monetary penalties, mandatory refunds and reputational harm, and may be compounded by class-action consumer claims brought by the Brazilian Public Prosecutor.
Anti-corruption, Sanctions and Trade Compliance
We are subject to the Brazilian Clean Companies Act (Federal Law No. 12.846/2013), the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, and similar anti-bribery laws in other jurisdictions where we operate. Subject to Closing of the Beyondsoft Acquisition, our multi-jurisdictional footprint will expand our exposure to the full range of U.S. export controls, sanctions (administered by the U.S. Treasury Department’s Office of Foreign Assets Control and equivalent authorities) and trade-compliance laws, including obligations and restrictions specific to transactions, technology transfers and personnel movements involving China.
Cybersecurity
We maintain policies and procedures addressing the security of information technology systems across the Nuvini Group. We use commercially reasonable measures (including access controls, encryption, vulnerability monitoring, vendor risk management and incident response procedures) to safeguard customer data and operational systems. We have identified material weaknesses in our information technology general controls, as described under “Item 15 — Controls and Procedures.” Subject to Closing of the Beyondsoft Acquisition, the Beyondsoft Business’ cybersecurity environment — including its Digital Operations and Security service line — will be integrated into our consolidated cybersecurity governance. See “Item 16K — Cybersecurity” and “Item 3.D — Risk Factors — Risks Related to Technology, Artificial Intelligence, Intellectual Property and Cybersecurity.”
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C. Organizational Structure
The Company is the parent entity of the Nuvini Group. The Company’s direct wholly-owned subsidiary is Nuvini Holdings (Cayman Islands), which holds 100% of the equity interests in Nuvini S.A. (Brazil). Nuvini S.A., in turn, holds controlling interests in the seven B2B SaaS operating companies described above under “A. History and Development of the Company — Completed Acquisitions.” Subject to Closing of the Beyondsoft Acquisition, the Company will also directly hold 51% of the total and voting share capital of Holdco, a Singapore company that will indirectly hold 100% of the equity interests in the Target Group operating subsidiaries in the United States, the United Kingdom, Brazil, Costa Rica and China. Following Closing, the Nuvini Group will account for the Beyondsoft Business as a consolidated majority-owned subsidiary, with the 49% non-controlling interest held by the Seller recognized on the face of the consolidated balance sheet and consolidated statement of profit or loss.
D. Property, Plants and Equipment
The Company and its Brazilian subsidiaries occupy office premises in São Paulo, Brazil (principal executive office of Nuvini S.A.) and in the cities where each acquired company is headquartered (Rio do Sul, Curitiba, Uberlândia, Tupã, Marília, Joinville, and São Paulo). We lease our principal properties. We believe our current facilities are adequate for our existing operations. Subject to Closing of the Beyondsoft Acquisition, the Nuvini Group will additionally occupy office premises in Bellevue, Washington (principal office of the Target Group), and additional offices across the United States, the United Kingdom, Brazil, Costa Rica and China.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion in conjunction with our consolidated financial statements included elsewhere in this Annual Report. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information - D. Risk Factors.” Actual results could differ materially from those contained in any forward-looking statements.
Operating Results
Key Business Metrics
Each Nuvini Acquired Company has its own strategy to grow and retain its client base. Nuvini S.A.’s growth is based upon an M&A strategy. Since most of the Nuvini Acquired Companies have penetrated their respective markets, they are primarily focused on increasing their market share within their respective markets. Nuvini S.A.’s management uses the following key performance indicators to monitor its ability to grow and retain the client base of the Nuvini Acquired Companies: MRR/ARR, ARPU, Churn, CAC/LTV (all as defined below). Nuvini S.A. focused on financial key performance indicators and those are closely tracked within the management team.
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MRR/ARR: Nuvini S.A. uses Monthly Recurring Revenue (“MRR”) and Actual Recurring Revenue (“ARR”) as performance measures because they provide useful measures of increases in contractual revenue from its clients.
Nuvini S.A. calculates MRR at the end of each period by multiplying the number of clients who have subscription plans with Nuvini S.A. at the period end date by the average monthly subscription plan fee revenue in effect on the last day of that period, assuming they maintain their subscription plans the following month. MRR allows us to average its various pricing plans and billing periods into a single, consistent number that we can track overtime. Nuvini S.A. also analyzes the factors that make up MRR, specifically the number of paying clients using its platform and changes in its average revenue earned from subscription plan fees per paying client. In addition, Nuvini S.A. uses MRR to forecast and predict future subscription solutions revenue.
Nuvini S.A. uses ARR as a measure of its revenue trend and growth and as an indicator of its future revenue opportunity from existing recurring subscription client contracts. Nuvini S.A. calculates ARR on an account level by annualizing the contracted subscription revenue, and its total ARR as of the end of a period is the aggregate thereof. ARR is not adjusted for the impact of any known or projected future client cancellations, upgrades or downgrades, or price increases or decreases. The amount of actual revenue that Nuvini S.A. recognizes over any 12-month period is likely to differ from ARR at the beginning of that period, due to cancellations, upgrades, or downgrades and pending renewals.
MRR and ARR should not be viewed by investors as alternatives to actual monthly revenue, as determined in accordance with IFRS Accounting Standards. Other companies may not calculate MRR or ARR in the same manner. Accordingly, Nuvini S.A.’s MRR and ARR may not be comparable to other companies’ MRR and ARR. MRR and ARR should be considered only as supplements to total revenues as a measure of its performance. MRR and ARR should not be used as measures of its results of operations or liquidity, nor is it indicative of funds available to meet its cash needs, including its ability to make distributions to its stockholders.
| Year Ended December 31, | ||||||||||||
| (in thousands of Brazilian reais except Recurring percentage) | 2025 | 2024 | 2023 | |||||||||
| Average monthly Recurring Revenue(1)(2) | 15,559 | 14,440 | 13,285 | |||||||||
| Recurrence percentage (average year)(3)(4) | 98.6 | % | 90.8 | % | 87.7 | % | ||||||
| Actual Recurring Revenue | 186,713 | 173,283 | 159,416 | |||||||||
| (1) | Monthly Recurring Revenue is defined as the predictable revenue earned on a month-to-month basis from the clients of the Nuvini Acquired Companies. |
| (2) | The revenue composition of a SaaS model company is composed of recurring and non-recurring revenues from setup and other one-time projects. The basis of calculating Recurring Revenue is the dollar value of subscriptions that are considered automatically renewed based on their respective existing subscription agreements with the Nuvini Acquired Companies. |
| (3) | Recurrence percentage is the percentage of total recurring revenue over total net operating revenue. The Nuvini Group considers all existing subscriptions as recurring revenue, except those specifically requested by certain clients to be canceled. Nuvini S.A. believes that a high Recurrence percentage shows that the Nuvini Group’s subscriptions are relevant and valuable to its clients, even during interruptions such as the COVID-19 pandemic. Nuvini S.A. believes that a high Recurrence percentage demonstrates the strength of its business model and the relevance of the Nuvini Group to its clients. |
| (4) | Recurring Revenue is generated from the client base. This base also consists of a number of recurring clients who continue to purchase the Nuvini Group’s subscriptions on a recurring monthly basis. As of December 31, 2025, 2024, and 2023, 96.4%, 97.1%, and 96.7% of clients, respectively, renewed their subscription to Nuvini Group’s services or products on a monthly basis. |
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ARPU: Nuvini S.A. utilizes Average Revenue Per User (“ARPU”) as a measure of its consolidated performance and as a metric for forecasting future revenue by multiplying projections of clients by the projected ARPU for a given period. For purposes of calculating ARPU, a “user” is defined as a client of the Nuvini Group.
ARPU is calculated by dividing total net operating revenue by the total number of clients.
| Year Ended December 31, | ||||||||||||
| (in thousands of Brazilian reais,) | 2025 | 2024 | 2023 | |||||||||
| Net Operating Revenue | 196,738 | 193,282 | 168,985 | |||||||||
| Nuvini Group Clients | 22,648 | 22,786 | 21,708 | |||||||||
| ARPU | 8.7 | 8.5 | 7.8 | |||||||||
Churn and LTV/CAC: Nuvini S.A. defines Churn for a given period as the percentage calculated from the clients lost over the total active clients of the previous period. Churn is a key performance measure that Nuvini S.A. uses to evaluate its clients’ satisfaction and its performance in relation to the competition.
Nuvini S.A.’s marketing strategy is underpinned by disciplined, results-driven Client Lifetime Value (“LTV”) and Client Acquisition Cost (“CAC”) metrics. LTV is calculated as follows: (1/average of last 6 months churn rate)*(ARPU*Gross Margin). This provides insight to Nuvini S.A. management on the estimated lifetime value of a client over time. CAC is calculated as the sales and marketing expenses divided by the volume of new clients and provides insight on the total cost of client acquisition. Nuvini S.A. utilizes standard market premises to calculate LTV and CAC. These metrics provide Nuvini S.A. management guidance over the rate and timing of return on marketing investments. Nuvini S.A. believes enhances engagement, increases brand awareness and drives repeat purchase. Nuvini S.A.’s core brands each have a dedicated marketing team whose goal is to develop a bespoke strategy that engages existing business clients and drives awareness amongst new business clients. Additionally, Nuvini S.A.’s highly curated brand portfolio emphasizes a differentiated positioning and purpose for each of its brands in order to target a unique business client. Through a consistent focus on ensuring distinctive brand messaging, Nuvini S.A. seeks opportunities to redefine and reinvigorate its existing and acquired brands to appeal to targeted business segments.
In addition, other significant factors affecting Nuvini S.A.’s performance and results of its operations include:
| ● | Nuvini S.A.’s ability to attract new clients and its ability to retain existing clients, as well as to increase its net operating revenue from existing clients pursuant to the expansion of services provided to them; |
| ● | Nuvini S.A.’s ability to expand and deepen the quality, range and diversity of its portfolio of service offerings while maintaining excellent quality standards; |
| ● | Nuvini S.A.’s ability to maintain favorable pricing; |
| ● | Nuvini S.A.’s ability to maintain and strengthen a strong brand and corporate reputation. |
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Churn % (at period end) | (2.4 | )% | (2.9 | )% | (3.3 | )% | ||||||
| LTV / CAC | 4 | x | 6 | x | 4 | x | ||||||
Non-IFRS Financial Measures
This Annual Report presents the non-IFRS financial measures “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin”, and “Adjusted Free Cash Flow”. See “–Going Concern, Liquidity and Capital Resources–Cash Flows –Adjusted Free Cash Flow” for a reconciliation of Adjusted Free Cash Flow to net cash from (used in) operating activities. Nuvini S.A. believes that these non-IFRS financial measures help to depict a representation of performance (EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin) and liquidity (Adjusted Cash Flow) of the underlying business, enabling Nuvini S.A. to evaluate and plan more effectively in the future. In addition, Nuvini S.A. uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business. Nuvini S.A. believes that these non-IFRS financial measures help to depict a more realistic representation of the performance of the underlying business, enabling Nuvini S.A. to evaluate and plan more effectively for the future. Nuvini S.A. believes that investors should have access to the same set of tools that its management uses in analyzing operating results.
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EBITDA: EBITDA is defined as net income or loss before the impact of financial income and expenses, net, taxes, depreciation and amortization. Nuvini S.A. uses EBITDA because it provides us with an operating metric that is closely tied to the operations of the business.
Adjusted EBITDA: Adjusted EBITDA is defined as net income or loss before the impact of interest, taxes and depreciation and amortization, impairment, stock-based compensation, listing expense, IPO transaction expenses, and loss from the fair value of warrants. Adjusted EBITDA is a key measure of its financial performance and measures its efficiency and operating performance before financing costs, taxes and working capital needs. Nuvini S.A. utilizes Adjusted EBITDA because it provides Nuvini S.A. with an operating metric closely tied to the operations of the business.
Adjusted EBITDA Margin: Adjusted EBITDA Margin is defined as Adjusted EBITDA over total net operating revenues. Nuvini S.A. uses Adjusted EBITDA Margin because it provides us with an operating metric that is closely tied to the operations of the business.
Neither EBITDA, Adjusted EBITDA, nor Adjusted EBITDA Margin should be considered as a measure of financial performance under IFRS Accounting Standards, and the items excluded from EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are significant components in understanding and assessing Nuvini S.A.’s financial performance. Accordingly, these metrics have limitations as an analytical tool. They should not be considered as an alternative to net income (loss) or any other performance measures derived in accordance with IFRS Accounting Standards. Nuvini S.A. calculates EBITDA as loss for the year before the impact of income tax, net, financial income and expenses, net and depreciation and amortization. Nuvini S.A. calculates Adjusted EBITDA by further adding back impairment of goodwill, stock-based compensation, listing expenses, IPO transaction expenses, and loss from fair value of warrants. Nuvini S.A.’s calculation of Adjusted EBITDA may be different from the calculation used by other companies, including competitors in the industry, and therefore, Nuvini S.A.’s measures may not be comparable to those of other companies. The following table presents the reconciliation of net loss to EBITDA and Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023:
| For the years ended December 31, | Year-Over-Year Change | |||||||||||||||
| (in thousands of Brazilian reais) | 2025 | 2024 | R$ | % | ||||||||||||
| Loss for the year | (106,899 | ) | (78,209 | ) | (28,680 | ) | 37 | % | ||||||||
| Income tax, net | 10,490 | 9,503 | 987 | 10 | % | |||||||||||
| Financial income and expense, net | 54,690 | 85,184 | (30,494 | ) | (36 | )% | ||||||||||
| Depreciation and amortization | 19,558 | 19,850 | (292 | ) | (1 | )% | ||||||||||
| EBITDA | (22,150 | ) | 36,328 | (58,478 | ) | (161 | )% | |||||||||
| Impairment on goodwill | 14,553 | 18,341 | (3,788 | ) | (21 | )% | ||||||||||
| Stock-based compensation | 51 | 913 | (862 | ) | (94 | )% | ||||||||||
| SmartNX deconsolidation(1) | 38,772 | - | 38,772 | - | ||||||||||||
| IPO transaction expenses(2) | 6,074 | - | 6,074 | - | ||||||||||||
| Fair value of derivative warrants(3) | 2,706 | 1,850 | 856 | 46 | % | |||||||||||
| Adjusted EBITDA | 40,006 | 57,432 | (17,426 | ) | (30 | )% | ||||||||||
| Net loss Margin | (54.3 | )% | (40.5 | )% | ||||||||||||
| Adjusted EBITDA Margin | 20.3 | % | 29.7 | % | ||||||||||||
| For the years ended December 31, | Year-Over-Year Change | |||||||||||||||
| (in thousands of Brazilian reais) | 2024 | 2023 | R$ | % | ||||||||||||
| Loss for the year | (78,209 | ) | (247,862 | ) | 169,653 | 68 | % | |||||||||
| Income tax, net | 9,503 | 3,558 | 5,945 | 167 | % | |||||||||||
| Financial income and expense, net | 85,184 | 55,110 | 30,074 | 55 | % | |||||||||||
| Depreciation and amortization | 19,850 | 18,715 | 1,135 | 6 | % | |||||||||||
| EBITDA | 36,328 | (170,479 | ) | 206,807 | 121 | % | ||||||||||
| Impairment on goodwill | 18,341 | 11,373 | 6,968 | 61 | % | |||||||||||
| Stock-based compensation | 913 | 6,255 | (5,342 | ) | 85 | % | ||||||||||
| Listing expenses | - | 176,282 | 176,282 | - | ||||||||||||
| IPO transaction expenses | - | 35,379 | 35,379 | - | ||||||||||||
| Fair value of derivative warrants(3) | 1,850 | (14,507 | ) | 16,357 | 113 | % | ||||||||||
| Adjusted EBITDA | 57,432 | 44,303 | 13,129 | 30 | % | |||||||||||
| Net loss Margin | (40.5 | )% | (146.7 | )% | ||||||||||||
| Adjusted EBITDA Margin | 29.7 | % | 26.2 | % | ||||||||||||
| (1) | Relates to the derecognition of Smart NX assets and liabilities after the May 8, 2025 deconsolidation. |
| (2) | Consists of expense reimbursement requests received from the SPAC Sponsor in 2025, related to the IPO. These costs were not known or knowable in 2023 or 2024 and were subsequently determined as costs to be reimbursed by the Company. |
| (3) | Consists of gain/losses from fair value of warrants. |
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Significant Factors Affecting Our Results of Operations
Nuvini results of operations and financial performance are and will continue to be driven by the following factors:
Business Combination
On September 29, 2023 (the “Closing Date”), we consummated the previously announced Business Combination pursuant to the Business Combination Agreement, by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New Nuvini”), Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Nuvini”), Nuvini Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Mercato Partners Acquisition Corporation, a Delaware corporation (“Mercato”).
Accounting Treatment of the Business Combination
Nuvini has been determined to be the accounting acquirer of Mercato based on evaluation of the following facts and circumstances:
| ● | Nuvini Shareholders will have the largest voting interest; |
| ● | The Nuvini Board will have members, and Nuvini Shareholders will have the ability to nominate at least the majority of the members of the Nuvini Board; |
| ● | Nuvini’s senior management will be the senior management of Nuvini,; |
| ● | the business of Nuvini will comprise the ongoing operations of Nuvini; and |
| ● | Nuvini is the larger entity, in terms of substantive operations and employee base. |
Mercato did not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and therefore the Business Combination is a capital transaction and 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 is 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. This expense was be recognized immediately upon the consummation of the Business Combination.
Accordingly, the financial statements of Nuvini S.A. will become the historical financial statements of New Nuvini and the assets, liabilities and results of operations of Mercato will be consolidated with Nuvini from the Closing Date.
As a result of the completion of the Business Combination, we raised US$14.1 million (approximately R$70.8 million based on the exchange rate of R$5.034 to US$1.00, the commercial selling rate for U.S. dollars as of September 29, 2023, as reported by the Central Bank), before transaction-related expenses, to fund future organic and inorganic growth initiatives. Total direct transaction costs of Nuvini and Mercato was approximately R$99.7 million (approximately US$20.3 million based on the exchange rate of R$5.034 to US$1.00, the commercial selling rate for U.S. dollars as of September 29, 2023, as reported by the Central Bank), substantially all of which will be recorded as a reduction to additional paid-in capital as costs related to the reverse recapitalization. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit, legal, and filing fees.
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The main impacts of the Business Combination on our results of operations, balance sheet and cash flow statement are as follows:
| ● | We recorded (i) a one-time non-cash expense of R$176.3 million 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 our Ordinary Shares issued and the fair value of Mercato’s identifiable net assets received in exchange and (ii) transaction costs of R$108.8 million in 2023 related to third-party advisory, support services incurred in connection with the Business Combination; |
| ● | We recorded an increase of R$39 million to our liabilities as the total cash raised from the Business Combination did not cover the total transaction expenses incurred. In addition, we recorded an increase to our liabilities related to Warrants of R$19.8 million as of October 3, 2023, which was measured at fair value at each reporting period. As of December 31, 2023, the Warrants were remeasured totaling R$4.5 million. |
For additional information on the Business Combination, see “Item 4. Information on the Company—A. History and Development of the Company.”
Acquisitions
The ability to identify, execute and integrate strategic acquisitions is a key driver of Nuvini S.A.’s growth. Nuvini S.A.’s focus is to acquire companies that operate in distinct, highly-specialized sectors within the SaaS market and take them to the next level of development, bringing experience and industry expertise. This focus consists mainly of leveraging the growth of Nuvini Acquired Companies by improving their commercial strategies, optimizing the efficiency of their internal processes and advancing their governance structures.
Brazilian Macroeconomic Environment
As a majority of the Nuvini Group’s operations and services are performed in Brazil, they are generally affected by macroeconomic conditions, economic growth and political stability in Brazil and, to a lesser extent, in Latin America. Such factors affect the Nuvini Group more broadly through the resulting impact on the demand for technology services, financing costs and the general availability of financing. The following table sets forth certain data relating to gross domestic product (“GDP”), inflation and interest rates in Brazil and the U.S. dollar/real exchange rate as of dates and periods indicated.
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Real growth (contraction) in GDP(1) | 2.3 | % | 3.4 | % | 2.9 | % | ||||||
| Inflation (IGP-M)(2) | 1.1 | % | 6.5 | % | (3.2 | )% | ||||||
| Inflation (IPCA) | 4.3 | % | 4.8 | % | 4.6 | % | ||||||
| Long-term interest rates—TJLP (average)(3) | 6.95 | % | 6.89 | % | 7.05 | % | ||||||
| CDI interest rate (average)(4) | 15.00 | % | 12.25 | % | 11.25 | % | ||||||
| Period-end exchange rate—reais per $1.00(4) | 5.515 | 6.192 | 4.841 | |||||||||
| Average exchange rate—reais per $1.00(4) | 5.589 | 5.392 | 4.994 | |||||||||
| Appreciation (depreciation) of the real against the US$ in the period(4) | 12.8 | % | (27.9 | )% | 7.2 | % | ||||||
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Sources:
| 1. | IBGE |
| 2. | Getulio Vargas Foundation (Fundação Getulio Vargas) |
| 3. | Banco Nacional de Desenvolvimento Econômico e Social |
| 4. | Central Bank |
Gross Domestic Product
Brazil is the largest economy in Latin America as measured by GDP. Trends in Brazil’s GDP tend to impact Nuvini Group’s results of operations mainly by generally affecting the overall purchasing power of its clients. Brazil’s GDP is also impacted to a large degree by the political environment.
According to data from the Central Bank, Brazil’s GDP grew by 2.9% in 2023, with significant contributions from Agriculture, Industry and Services. Agriculture saw record outputs in production, while Industry growth was led by mining and utilities, despite declines in manufacturing and construction. All Service sectors grew, particularly financial activities compared to prior period 2022.
In 2024, the GDP grew by 3.4%, primarily due to strong household spending and investment. Brazil saw a record low unemployment rate of 6.2%, resulting in higher disposable income among households. Additionally, an easing of monetary policy and lower interest rates allowed for increased investment in the overall economy.
In 2025, the GDP grew 2.3% primarily due to strong agriculture growth, as well as growth in the industry and service sectors. Further growth was restrained by a high SELIC rate and inflation.
The negative macroeconomic environment in Brazil in recent years was in part due to economic and political uncertainties resulting from a global decrease in commodities prices, as well as corruption investigations of Brazilian state-owned and private sector companies, politicians and business executives, which, in turn, led to the ouster and arrest of several prominent politicians. Launched by the Office of the Brazilian Federal Prosecutor at the end of 2014, the so-called Lava Jato operation investigated members of the Brazilian government and other members of the legislative branch, as well as senior officers and directors of large state-owned and other companies in connection with allegations of political corruption. The resulting fallout from the Lava Jato investigation have contributed to the impeachment and arrest and conviction of former Brazilian presidents in both 2016 and 2018.
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Presidential elections were held in Brazil in 2022 and President Luiz Inacio Lula da Silva was elected with 50.90% of the votes for a mandate until the end of 2026.
The president of Brazil has the power to determine policies and issue governmental acts related to the Brazilian economy that affect the operations and financial performance of companies, including Nuvini. It is expected that the new Brazilian federal government may propose the general terms of fiscal reform to stimulate the economy and reduce the forecasted budget deficit for 2024 and following years, but it is uncertain whether the Brazilian government will be able to gather the required support in the Brazilian Congress to pass additional specific reforms. The political and economic environment in Brazil has affected, and is continuing to affect, the confidence of investors and the general public, which has historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil and may adversely affect Nuvini Group’s businesses, financial condition and operating results.
Interest Rates and Inflation
The two primary inflation indices in Brazil are the Expanded National Consumer Price Index, or Índice Nacional de Preços ao Consumidor Amplo (“IPCA”) and the General Market Price Index or Índice Geral de Preços ao Consumidor (“IGP-M”).
The IPCA is considered the official inflation index of Brazil, and it measures the monthly variation in prices of goods and services consumed by households with income between 1 and 40 times the minimum wage. The index is calculated by the Brazilian Institute of Geography and Statistics (the “IBGE”) and is used by the Central Bank to set monetary policy. From 2018 to 2020 the IPCA average per annum was 4.36%, and as of December 31, 2025, 2024, and 2023, it was 4.26%, 4.83%, and 4.62%, respectively, on an accumulated basis.
The IGP-M, on the other hand, measures the monthly inflation of the overall Brazilian economy, including both wholesale and consumer prices. It is calculated by the Getulio Vargas Foundation (FGV) and is widely used in contracts and agreements as a reference for price adjustments, such as rents tariffs and public utility fees. From 2018 to 2020 the IGP-M average per annum was 14.03%, and as of December 31, 2025, 2024, and 2023, it was (1.05)%, 6.54%, and (3.18)%, respectively, on an accumulated basis. The IGP-M is a highly volatile index and can be influenced by factors such as exchange rate fluctuations, commodity prices, and supply chain disruptions, therefore, its annual average can vary significantly from year to year.
In addition, Nuvini S.A. is exposed to interest rate risk stemming from financial investments, loans and financing and debentures whose interest rates are referenced to the average of interbank overnight rates in Brazil (the “CDI”), which can negatively affect financial expenses or revenues in the event of an unfavorable movement in interest rates and inflation.
Inflation can affect the results of operations and financial performance primarily by affecting certain leasing arrangements that include inflation- adjustment clauses.
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Growth through Acquisitions
Nuvini S.A.’s business model is focused on acquiring profitable B2B SaaS businesses and selects target companies that are leaders in discrete markets and generate a recurring, solid client base with low client turnover. Based on the historical performance of the Nuvini Group, its clients have been consistently renewing their respective subscriptions on a monthly basis. The Nuvini Acquired Companies have been operating for more than 10 years on average and have a record of consistent monthly renewals even during the COVID-19 pandemic, which was a major disruption for most businesses. As of December 31, 2025, 2024, and 2023, 96.4%, 97.1% and 96.7%, respectively, of clients renewed their subscriptions to Nuvini Group services or products every month.
Nuvini S.A. prides itself on a quick and efficient capital allocation process, combined with a diligent and repeatable M&A process.
Nuvini S.A. has made the following acquisitions:
| ● | 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 the digital marketing strategy of companies and assist entrepreneurs in growing interest sales by 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 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 client knowledge to drive efficiencies in marketing, sales, risk, and compliance actions, while prioritizing responsible data management to protect its clients’ businesses. |
| ● | OnClick—On April 22, 2021, Nuvini acquired 100% of the equity interest in OnClick, a company based in Marília, State of São Paulo. OnClick includes Onclick Sistemas de Informacao LTDA and its two subsidiaries, APIE.COMM Tecnologia LTDA, and Commit Consulting LTDA. Together, OnClick and its subsidiaries 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 solutions tailored to its clients; and |
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| ○ | Complete integration solution to support various technologies involved in e-commerce operations. |
| ● | 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. 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. |
| ● | 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. |
On January 25, 2023, as amended on February 23, 2023, June 8, 2023, and August 1, 2023, Nuvini S.A. entered into a business combination agreement by and among Smart NX and Nuvini S.A., which was unanimously approved by Nuvini S.A.’s Board of Directors. Smart NX develops technology and management solutions that help transform business and aligns with Nuvini S.A.’s current market strategy. Smart NX operates in Brazil. The transaction will consist of a payment in shares and cash 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 guidance presented in Regulation S-X 3-05 requires a pro forma significance test to be completed based on the details of the probable acquisition. The significance test performed for the Smart NX acquisition was deemed to be not significant and the need for full audited financials or inclusion within any pro forma information will not be needed. On May 8, 2025, the Company and Smart NX mutually agreed to terminate the acquisition agreement under which the Company held a controlling interest, retaining no investment in Smart NX. As a result, the Company lost control over Smart NX and deconsolidated the subsidiary effective as of that date.
For more information of the Nuvini Acquired Companies, see “Business of Nuvini and Certain Information about Nuvini – Capabilities of the Nuvini Acquired Companies.”
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Description of Principal Line Items
Revenues
Net operating revenue includes the following categories: SaaS platform subscription services, data analytics service, set-up service, and other revenue, which are each described below. The method Nuvini recognizes revenue is in accordance with IFRS 15 – Revenue from Contracts with Customers (“IFRS 15”), which establishes a five-step model for measuring and recognizing revenue from contracts with clients.
Saas Platform Subscription Service
Net operating revenue comprises (i) software subscription services, in which clients 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 client service.
The client uses each of the Nuvini Acquired Companies’ online platforms to purchase the services which are presented in a series of bundles.
Clients can purchase access to the software platform via a software subscription but can also purchase a bundle consisting of the software platform and maintenance or additional services. The bundles are all listed clearly for the client 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 client.
The 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 client 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.
Data Analytics, Set-Up And Other Services
Net operating revenue from data analytics, set-up and other services constitute revenues from additional services that clients can add to the platform, recognized in accordance with IFRS 15, usually for the provision of services to clients linked to a specific service contract. Such revenues are recognized as follows
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, and as soon as it is probable that the economic benefits will be generated in favor of Nuvini S.A.
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 valid expectation of receipt of the client. Nuvini S.A. 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 transferred to the client.
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Expenses
Cost Of Services Provided
Cost of services provided consists primarily of personnel and hosting fees in connection with delivery of services. Cost of services provided also includes on-going costs related to maintenance and client support.
Sales and Marketing
Sales and marketing consist primarily of personnel-related expenses associated with Nuvini S.A. sales and marketing operations, including fixed and variable compensation, benefits and payroll taxes. Sales and marketing expenses also include sales commissions paid to sales force and commercial representatives, traveling expenses and expenses for events, conferences and seminars.
General and Administrative
General and administrative expenses consist primarily of personnel, outsourced services, depreciation and amortization, facilities and certain other expenses.
Impairment of Goodwill
Impairment of goodwill is made up of the impairment loss related to the acquisition for which goodwill has been recognized. Nuvini S.A. performs an annual impairment test to evaluate if there has been an impairment loss, or more frequently if there are indicators that show a deterioration of the fair value of the assets acquired (a trigger event).
Listing Expenses
Our 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 our Ordinary Shares issued and the fair value of Alpha’s identifiable net assets received in exchange.
Financial Income and Expense, Net
Finance income consists of income on financial investments, interest income and discounts obtained. Financial expenses consist of deferred and contingent consideration fair value adjustments, interest on loans, financing and debentures, fair value adjustments of subscription rights, other interest and expense, exchange variation (foreign exchange losses), and exposure premium expense.
Taxation
Current Income Tax
Current income tax is the amount of corporate income taxes expected to be payable or recoverable by the Nuvini 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 Nuvini 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$0.2 million in the 12-month period, plus an additional social contribution taxed at the rate of 9%.
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As of December 31, 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, 2025, the tax methodologies remain unchanged.
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 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 Nuvini S.A. intends to settle its current tax assets and liabilities on a net basis.
Results of Operations
For further discussion regarding our results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, refer to Item 5. Operating and Financial Review and Prospects, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024.
The following table displays a summary of Nuvini’s results of operations for the years ended December 31, 2025, 2024 and 2023:
| For the year ended December 31, | ||||||||||||
| (in thousands of Brazilian reais) | 2025 | 2024 | 2023 | |||||||||
| Net operating revenue | 196,738 | 193,282 | 168,985 | |||||||||
| Cost of services provided | (68,917 | ) | (70,754 | ) | (66,138 | ) | ||||||
| Gross profit | 127,821 | 122,528 | 102,847 | |||||||||
| Sales and marketing expenses | (30,655 | ) | (28,084 | ) | (28,827 | ) | ||||||
| General and administrative expenses | (82,818 | ) | (57,732 | ) | (93,156 | ) | ||||||
| Impairment of goodwill | (14,553 | ) | (18,341 | ) | (11,373 | ) | ||||||
| Other operating (expenses) income, net | (41,504 | ) | (1,893 | ) | 17,597 | |||||||
| Listing expense | - | - | (176,282 | ) | ||||||||
| Operating (loss) profit | (41,709 | ) | 16,478 | (189,194 | ) | |||||||
| Financial income and expenses, net | (54,690 | ) | (85,184 | ) | (55,110 | ) | ||||||
| Loss before income tax | (96,399 | ) | (68,706 | ) | (244,304 | ) | ||||||
| Income tax, net | (10,490 | ) | (9,503 | ) | (3,558 | ) | ||||||
| Loss for the year | (106,889 | ) | (78,209 | ) | (247,862 | ) | ||||||
| Net loss attributed to: | ||||||||||||
| Owners of the Company | (112,922 | ) | (86,173 | ) | (254,711 | ) | ||||||
| Non-controlling interests | 6,033 | 7,964 | 6,849 | |||||||||
| Loss per share | ||||||||||||
| Basic and diluted loss per share(i) | (11.34 | ) | (25.83 | ) | (107.34 | ) | ||||||
| Other comprehensive loss: | ||||||||||||
| Foreign currency translation adjustment | (6,214 | ) | (2,968 | ) | - | |||||||
| Total other comprehensive loss | (6,214 | ) | (2,968 | ) | - | |||||||
| Comprehensive loss | (113,103 | ) | (81,177 | ) | (247,862 | ) | ||||||
| (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, to the audited consolidated financial statements. |
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Comparison of Years Ended December 31, 2025, and 2024
Net operating revenue
Total net operating revenue for the year ended December 31, 2025, was R$196.7 million, an increase of R$3.4 million, or 1.8%, compared to R$193.3 million for the year ended December 31, 2024.
The following table displays the breakdown of Nuvini’s revenues for the year ended December 31, 2025 and 2024 according to revenue type:
| Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | Year over year change | ||||||||||||||
| (in millions of Brazilian reais) | R$ | R$ | R$ | % | ||||||||||||
| Revenue from platform subscription services | 179.3 | 175.1 | 4.2 | 2 | % | |||||||||||
| Revenue from data analytics service | 12.8 | 9.6 | 3.2 | 33 | % | |||||||||||
| Revenue from set-up and service | 3.5 | 7.3 | (3.8 | ) | (52 | )% | ||||||||||
| Other revenue | 1.1 | 1.3 | (0.2 | ) | (15 | )% | ||||||||||
| Total net operating revenue | 196.7 | 193.3 | 3.4 | 2 | % | |||||||||||
SaaS platform subscription services
SaaS platform subscription services of the Nuvini Acquired Companies amounted to R$179.3 million for the year ended December 31, 2025, compared to R$175.1 million for the year ended December 31, 2024, which represents an increase of R$4.2 million, or 2%. The increase is primarily driven by the growth in SaaS platform revenue from Effecti, Ipe, and Mercos, as the Company expanded its overall client base. In addition, Onclick changed its sales and operational strategy, resulting in a decrease in setup and service revenue and an increase in SaaS platform revenue.
Data analytics service
Data analytics service of the Nuvini Acquired Companies amounted to R$12.8 million for the year ended December 31, 2025, compared to R$9.6 million for the year ended December 31, 2024, which represents a increase of R$3.2 million, or 33%. The increase is primarily due to the acquisition of new clients in 2025 and higher consumption of data by existing clients compared to 2024, which consequently resulted in increased revenue.
Set-up and service
Set-up and service of the Nuvini Acquired Companies amounted to R$3.5 million for the year ended December 31, 2025, compared to R$7.3 million for the year ended December 31, 2024, which represents a decrease of R$3.8 million, or 52%. The decrease is primarily due to the deconsolidation of Smartnx, which represented 68% of setup and service revenue in the prior year.
Other revenue
Other revenue of the Nuvini Acquired Companies amounted to R$1.1 million for the year ended December 31, 2025, compared to R$1.3 million for the year ended December 31, 2024, which represents an decrease of R$0.2 million, or 15%. The decrease is primarily due to the decreased demand for services offered by Mercos and Effecti, such as trainings, seminars, courses, and Mercos Pay.
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Costs and Expenses
The following table displays the breakdown of Nuvini’s expenses by category and the change from the year ended December 31, 2025 to the year ended December 31, 2024:
| Year Ended December 31, | Year-Over-Year Change | |||||||||||||||
| (in millions of Brazilian reais) | 2025 | 2024 | $ | % | ||||||||||||
| Cost of services provided | (68.9 | ) | (70.8 | ) | 1.9 | (3 | )% | |||||||||
| Sales and marketing expenses | (30.7 | ) | (28.1 | ) | (2.6 | ) | 9 | % | ||||||||
| General and administrative expenses | (82.8 | ) | (57.7 | ) | (25.1 | ) | 44 | % | ||||||||
| Impairment of goodwill | (14.6 | ) | (18.3 | ) | 3.7 | (20 | )% | |||||||||
| Other operating (expenses) income, net | (41.5 | ) | (1.9 | ) | (39.6 | ) | 2,084 | % | ||||||||
| Total | (238.5 | ) | (176.8 | ) | (61.7 | ) | 35 | % | ||||||||
Costs of services provided
Cost of services provided amounted to R$68.9 million for the year ended December 31, 2025, compared to R$70.8 million for the year ended December 31, 2024, which represents an decrease of R$1.9 million, or 3%. The decrease in the cost of services provided is attributable to a combination of savings in labor costs of R$4.7 million, partially offset by an increase in software licensing costs of R$2.2 million and higher service-related expenses.
Sales and marketing
Sales and marketing expenses amounted to R$30.7 million for the year ended December 31, 2025, compared to R$28.1 million for the year ended December 31, 2024, which represents a increase of R$2.6 million, or 9%. The increase is primarily driven by severance expenses related to layoffs in certain underperforming subsidiaries as part of a restructuring process, as well as higher commissions and bonuses in profitable subsidiaries.
General and administrative
General and administrative amounted to R$82.8 million for the year ended December 31, 2025, compared to R$57.7 million for the year ended December 31, 2024, which represents a increase of R$25.1 million, or 44%. The increase in expenses is primarily attributable to the translation of expenses denominated in U.S. dollars—such as directors’ compensation, audit fees, legal fees, and consulting services—incurred by Nvni Group Limited into Brazilian reais. The average exchange rate used for the translation of income statement items under IFRS was 5.3920 in 2024 and 5.5855 in 2025.
In accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates, income and expense items are translated at the exchange rates at the dates of the transactions, or at average rates for the period when such rates are a reasonable approximation.
Impairment of goodwill
Impairment of goodwill amounted to R$14.6 million for the year ended December 31, 2025, compared to R$18.3 million for the year ended December 31, 2024, which represents an decrease of R$3.7 million, or 20%. The decrease is primarily due to R$16.9 million of impairment recorded related to Datahub in 2024 (refer to “Note 11-Intangible assets, net” within the financial statements for further information).
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Other operating (expenses) INCOME, net
Other operating (expenses) income amounted to R$(41.5) million for the year ended December 31, 2025, compared to other operating expenses of R$(1.9) million for the year ended December 31, 2024, which represents an increase in expenses of R$39.6 million, or 2,084%. The increase is primarily attributable to the derecognition of Smartnx’s assets and liabilities, which resulted in an expense of R$38.7 million, comprising Smartnx’s net assets of R$11.0 million and goodwill and identifiable intangible assets arising from the business combination of R$27.0 million.
The fair value remeasurement of the warrants as of December 31, 2024, resulted in a significant gain due to the drop in the Company’s share price from when the warrant liability was recorded in October 2023 from $0.17 to $0.04 at the end of the period. Compared to 2024 where the Company’s share price saw an increase from $0.04 to $0.07, increasing the warrant liability.
Financial income and expenses, net and Income taxes, net
The following table displays the breakdown of Nuvini’s financial income and expenses, net and income taxes, net by category and the change from the year ended December 31, 2025 to the year ended December 31, 2024:
| Year Ended December 31, | Year-Over-Year Change | |||||||||||||||
| (in millions of Brazilian reais) | 2025 | 2024 | R$ | % | ||||||||||||
| Financial income and expenses, net | (54.7 | ) | (85.2 | ) | 30.5 | (36 | )% | |||||||||
| Income tax, net | (12.2 | ) | (9.5 | ) | (2.7 | ) | 28 | % | ||||||||
Financial income and expenses amounted to R$54.7 million for the year ended December 31, 2025, compared to R$85.2 million for the year ended December 31, 2024, which represents an decrease of R$30.5 million, or 36%. The decrease is mainly due to a reduction in interest expenses related to debentures and earn-out obligations of R$ 13.0 million, since the principal amount of these liabilities is being paid. Additionally, there was a reduction of R$16 million in foreign exchange expenses related to intercompany loans, impacted by the US dollar exchange rate.
Income tax, net
Income tax amounted to R$10.5 million for the year ended December 31, 2025, compared to R$9.5 million for the year ended December 31, 2024, which represents an increase of R$1.0 million, or 11%. The increase is primarily attributable to the lower utilization of tax benefits related to R&D, which amounted to R$6.0 million in the prior year and R$2.5 million in 2025, while profit before tax from subsidiaries and non-deductible expenses remained relatively steady.
Non-controlling interests
Non-controlling interests amounted to R$6.0 million for the year ended December 31, 2025, and R$8.0 million for the year ended December 31, 2024. This balance is associated with Mercos and Smart NX. Prior to November 16, 2022, Nuvini S.A. reflected a 100% ownership interest in Mercos. However, as outlined in “Note 5-Deferred and Contingent Considerations on Acquisitions” to the consolidated financial statements, Nuvini S.A.’s equity interest in Mercos was reduced from 100% to 57.91% (42.09% being non-controlling interest), re-selling 42.09% of Nuvini S.A.’s capital in Mercos to previous owners for R$1.00, thereby extinguishing the debt associated with the deferred and contingent consideration.
On January 25, 2023, as amended on February 23, 2023, and June 8, 2023, the Group entered into a business combination agreement with Smart NX. The Company acquired shares representing 55% of the total capital stock of Smart NX in an equity swap, in which Smart NX received shares of Nuvini. On May 8, 2025, the Company and Smart NX mutually agreed to terminate the acquisition agreement under which the Company held a controlling interest, retaining no investment in Smart NX. As a result, the Company lost control over Smart NX and deconsolidated the subsidiary effective as of that date. Refer to “Note 5- Deferred and Contingent Considerations on Acquisitions” to the consolidated financial statements for additional information.
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Liquidity and Capital Resources
Going Concern
Nuvini’s consolidated financial statements have been prepared assuming Nuvini will continue as a going concern, which contemplates the realization of assets and the 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’ clients for using the Nuvini Acquired Companies’ proprietary software.
Nuvini is an early-stage company and since inception has incurred operating losses.
For the years ended December 31, 2025, 2024, and 2023, the Company incurred a net loss of R$106.9 million R$78.2 million, and R$247.9 million, respectively, and on December 31, 2025 and 2024, the Company had a working capital deficit of R$348.5 million and R$348.3 million, respectively and shareholders’ deficit of R$154.8 million and R$111.6 million, respectively. Management believes it will continue to incur operating and net losses at least for the medium term.
To date, Nuvini has met its operations funding requirements primarily through the issuance of equity capital, loans, subscription agreements and borrowings from financial institutions and related parties (including its CEO), private placements of debentures, deferred and/or contingent payment on acquisitions, and the issuance of subscription rights to investors, as well as the Nuvini Group’s operations. Nuvini holds debt in the Brazilian reais currency (R$) and financial instruments are not typically used for hedging purposes.
The Company had current debt obligations outstanding of R$8.6 million and R$44.3 million as of December 31, 2025 and 2024, respectively, which included the entire balance of amounts owed under the debentures issued in 2021 and due in 2026. As of December 31, 2025, the Company was compliant with the debt service coverage index covenant, as the calculated index was 5.1x which is more than the 4.0x targeted threshold.
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On December 31, 2025 and 2024, the Company had cash and cash equivalents, including short-term investments, of R$13.5 million and R$18.0 million, respectively.
As explained above, net loss was significantly higher in the years ended December 31, 2025 and 2023, with 2025 seeing an increase in net loss due to the deconsolidation of Smart NX and 2023 seeing an increase in net loss due to onetime IPO Listing Expenses. For those same reasons, Adjusted EBITDA for the year ended December 31, 2025 and 2023 was significantly lower with R$40.0 million, R$57.4 million, and R$44.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
In addition to the above factors, the Company’s debt obligations have also improved. In January 2025, the Company 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.
The Company was in compliance with all covenants as of December 31, 2025.
Additionally,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.
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 368,098 shares, at a conversion price of US$32.60 per share. As of December 31, 2025, this investment has not been made.
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 114,433 shares, at a conversion average price of US$25.10 per share. As of December 31, 2025, this investment has not been made.
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 operations, it would not be able to continue to operate its business pursuant to its current business plan, which may require reductions in spending to a sustainable level by, among other things, delaying, scaling back or eliminating some or all its planned investments in business development, sales and marketing, research and development, and other activities, 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.
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Sources of Liquidity
As mentioned above in the going concern section, Nuvini’s primary sources of liquidity have been funding and cashflow from operations of the Nuvini Acquired Companies. Nuvini had financed these acquisitions with cash and had deferred/financed part of the consideration through fixed and/or contingent consideration installment payments over a period of 3 years from the acquisition date, with the contingent portion calculated based on future operating metrics/KPIs.
We may seek funds through borrowings or through additional rounds of financing, including private or public equity or debt offerings, or by other means. Our future capital requirements will depend on many factors, including the consideration needed to continue to acquire attractive target companies, the costs associated with being a public company, and the impact of macroeconomic events, particularly as such events impact Brazil and Latin America.
There is not enough liquidity to cover the amount of payable earnouts due in the next 12 months, and Nuvini will require funding through debt or equity. There is a possibility of extending the deferred and contingent consideration on acquisition or converting the deferred and contingent consideration on acquisition to equity, since both the maturity extension and the equity conversion were successfully applied.
If Nuvini raises additional funds through further issuances of equity or convertible debt securities, Nuvini’s existing stockholders could suffer significant dilution, and any new preferred equity securities Nuvini issues could have rights, preferences, and privileges superior to those of holders of Nuvini Ordinary Shares. Nuvini has also issued subscription rights that may be exercised within 30 days from the approval of the Nuvini Group’s first capital increase in an amount of at least R$100.0 million that results in the issuance of shares by the Nuvini 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 the Nuvini Holdings Limited’s 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. See “Note 17—Equity and divestitures” of Nuvini S.A.’s consolidated financial statements included elsewhere in this annual report.
In connection with the issuance of the 61,000 non-convertible debentures, Nuvini S.A. and the Initial Investors entered into an 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”). Nuvini S.A. 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.
Additionally, any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited, and our business, financial condition and results of operations could be materially adversely affected. We also could be required to seek funds through arrangements with partners or others that may require us to relinquish rights or jointly own some aspects of our technologies, products or services that we would otherwise pursue on our own.
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Cash Flows
The following table provides a summary of cash flows from operating, investing and financing activities for the periods presented (in thousands of Brazilian reais):
| Year ended December 31, | ||||||||||||
| (in thousands of Brazilian reais) | 2025 | 2024 | 2023 | |||||||||
| Net cash from operating activities | 8,046 | 38,581 | 2,809 | |||||||||
| Net cash used in investment activities | (8,881 | ) | (16,060 | ) | (12,218 | ) | ||||||
| Net cash (used in) from financing activities | 2,467 | (15,884 | ) | 12,792 | ||||||||
| Exchange rate changes on cash and cash equivalents | (6,216 | ) | - | - | ||||||||
| Net increase (decrease) in cash and cash equivalents | (4,584 | ) | 6,637 | 3,383 | ||||||||
Operating activities
Cash provided by operating activities for the year ended December 31, 2025, was R$8.0 million compared to cash provided by operating activities of R$38.6 million during the year ended December 31, 2024. The decrease in cash provided by operating activities was due to an the Company’s net loss, an increase in the adjustment for provision for risks, partially offset by a write-off due to disposal R$35.9, a decrease in impairment of goodwill and deferred and contingent consideration adjustments. The remaining difference is due to timing other asset and liability accounts.
Cash provided by operating activities for the year ended December 31, 2024, was R$38.6 million compared to cash provided by operating activities of R$2.8 million during the year ended December 31, 2023. The increase in cash provided by operating activities was due to an increase in the deferred and contingent consideration adjustment to R$53.1 million attributable to increased interest and penalties and timing of payments, increase in the fair value of derivative warrant liabilities to R$3.2 million due to an increase in share price, and an increase in goodwill impairment to R$18.3 million. The remaining difference is due to timing other asset and liability accounts.
Investing activities
Cash used in investing activities for the year ended December 31, 2025, was R$8.9 million compared to cash used in investing activities of R$16.1 million during the year ended December 31, 2024. The decrease is primarily attributable to lower investment in R&D of R$6.0 million in 2025 in comparison to 2024 R$14 million, due to restructuring in certain subsidiaries, partially offset by an increase of R$1.8 million related to the acquisition of Munddi’s operations by Leadlovers.
Cash used in investing activities for the year ended December 31, 2024, was R$16.1 million compared to cash used in investing activities of R$12.2 million during the year ended December 31, 2023. This increase in used in investment activities was due to project development on intangible assets in the Company’s Mercos subsidiary.
Financing activities
Cash provided by financing activities for the year ended December 31, 2025, was R$2.5 million compared to cash used in financing activities of R$15.9 million during the year ended December 31, 2024. This increase in cash from financing activities was due to capital increases of R$85.8 million and proceeds from loans of R$27.1, partially offset by contingent consideration of R$45.5 million, payments for principal loans of R$38.9 million, distributions paid to non-controlling interest of R$18.8 and interest paid of R$6.0 million.
Cash used in financing activities for the year ended December 31, 2024, was R$15.9 million compared to cash provided by financing activities of R$12.8 million during the year ended December 31, 2023. This decrease in cash from financing activities was due to payments of principal loans of R$17.9 million, payments of debentures of $5.0 million, and payments of deferred and contingent consideration of R$8.0 million, partially offset by proceeds from investors and related parties of R$5.8 million, and a decrease in interest payments compared to the prior year.
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Adjusted Free Cash Flow
Nuvini S.A. defines “Adjusted Free Cash Flow” as net cash provided by (used in) operating activities less capital expenditures (cash payments to acquire property and equipment and cash payments to acquire intangibles) and acquisition of subsidiaries – net of cash acquired, each as presented in Nuvini S.A.’s consolidated statements of cash flows and calculated in accordance with IFRS Accounting Standards. Adjusted Free Cash Flow is a non-IFRS liquidity measure that we believe provides useful information to management and investors about the amount of cash generated by or used in the business. Adjusted Free Cash Flow is also key metric used internally by its management to develop internal budgets and forecasts.
Adjusted Free Cash Flow has limitations as an analytical tool, should not be considered in isolation or as a substitute for analyzing its results as reported under IFRS Accounting Standards and does not provide a complete understanding of its results and liquidity as a whole. Some of these limitations are:
| ● | it does not include cash outflows for financing cash flow activity; | |
| ● | it is subject to variation between periods as a result of changes in working capital and changes in timing of receipts and disbursements; | |
| ● | although stock-based compensation expenses are non-cash charges, we rely on equity compensation to compensate and incentivize employees, directors and certain consultants, and we may continue to do so in the future. |
Nuvini calculates Adjusted Free Cash Flow as cash flow from operating activities, less capital expenditures, including business acquisitions. Nuvini S. A’s. Adjusted Free Cash Flow for the years ended December 31, 2025, 2024 and 2023, were R$(0.8) million, R$22.5 million, and R$(9.4) million, respectively.
| For the year ended December 31, | ||||||||||||
| (in thousands of Brazilian reais) | 2025 | 2024 | 2023 | |||||||||
| Net cash provided by operating activities | 8,046 | 38,581 | 2,809 | |||||||||
| Net cash used in investment activities | (8,881 | ) | (16,060 | ) | (12,218 | ) | ||||||
| Adjusted Free Cash Flow | (835 | ) | 22,521 | (9,409 | ) | |||||||
Working Capital
Nuvini S.A.’s working capital deficit as of December 31, 2025, was R$348.5 million, compared to a deficit of R$348.3 million as of December 31, 2024. The deficit remained relatively flat during the year.
Nuvini S.A.’s working capital deficit as of December 31, 2024, was R$348.3 million, compared to a deficit of R$308.6 million as of December 31, 2023. The increased deficit was to due deferred and contingent consideration on acquisitions having increased by R$45.1 million as a result of interest and penalties incurred during the year.
Capital Expenditures
Nuvini S.A.’s capital expenditure balance is made up of cash payments to acquire property and equipment, intangible assets and costs related to business acquisitions.
Capital expenditures as of December 31, 2025, was R$8.9 million, compared to R$16.1 million as of December 31, 2024. The decrease was due a decrease in additions by internal development.
Capital expenditures as of December 31, 2024, was R$16.1 million, compared to R$12.2 million as of December 31, 2023. The increase was due an increase in additions by internal development.
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Loans and Financing
Loans are initially recognized at fair value, net of the costs incurred in transactions and are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in the income statement during the period in which the loans are outstanding using the effective interest rate method. Loans and financing are classified as current liabilities unless the Nuvini Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. See the table below for a summary of loan and financing operations:
| Years ended December 31, | ||||||||||||||
| Interest Rate | Maturity | 2025 | 2024 | |||||||||||
| (in thousands of Brazilian reais) | ||||||||||||||
| Loans: | ||||||||||||||
| Itau Bank | 1.00% per month | 2026 | 47 | - | ||||||||||
| Itau Bank | 1.83% per month | 2027 | 50 | - | ||||||||||
| Bradesco Bank | 29.84% per annum | 2026 | 14 | 178 | ||||||||||
| Santander Bank | 23.14% per annum | 2025 | - | 2,206 | ||||||||||
| Bradesco Bank | 20.98% per annum | 2027 | 361 | 503 | ||||||||||
| Bossa Nova | CDI – 14.90% | 2026 | 286 | - | ||||||||||
| Total | 758 | 2,887 | ||||||||||||
| Current | 569 | 2,512 | ||||||||||||
| Non-current | 189 | 375 | ||||||||||||
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.
Loans from investors
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. In 2025, the Company entered into two loan agreements totaling R$4.8 million, which are subject to Selic interest plus 13.48%. No payments have been issued on loans from investors as of December 31, 2025. The following is a summary of investor loan activity for the years ended December 31, 2025 and 2024:
| (in thousands of Brazilian reais) | ||||
| As of January, 2024 | 13,901 | |||
| Additions | 4,750 | |||
| Interest accrual | 3,382 | |||
| As of December 31, 2024 | 22,033 | |||
| Additions | 27,214 | |||
| Amortization | (4,036 | ) | ||
| Interest accrual | 7,497 | |||
| As of December 31, 2025 | 52,708 | |||
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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, 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.
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.
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, 2025 and 2024:
| (in thousands of Brazilian reais) | ||||
| As of January 31, 2024 | 51,197 | |||
| Interest incurred | 8,816 | |||
| Principal payments | (11,312 | ) | ||
| Interest payments | (7,961 | ) | ||
| As of December 31, 2024 | 40,740 | |||
| Interest incurred | 4,809 | |||
| Principal payments | (31,911 | ) | ||
| Interest payments | (5,646 | ) | ||
| As of December 31, 2025 | 7,992 | |||
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Collateral and Guarantees
As of December 31, 2025, all the shares representing the share capital of the subsidiaries Effecti, Leadlovers and Onclick have been pledged as collateral for the debentures.
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 Nuvini S.A.; and (ii) fiduciary assignment by Nuvini S.A. 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 Nuvini S.A. The guarantees above mentioned are only applicable to the subsidiaries Leadlovers, Ipe, Datahub, and Onclick.
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 operating 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. 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 operating 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.
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.
As of December 31, 2025, the Company was in compliance with the debt service coverage index covenant, as the calculated index was 5.1x which is more than the 4.0x targeted threshold.
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Exposure Premium
In connection with the Debenture First Issue, Nuvini S.A. 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 Nuvini S.A. in whole or in part prior to maturity (referred to herein and defined as the “Exposure Premium”).
Liquidity events are defined as the sale, exchange or alteration of the capital structure of Nuvini S.A. such as reorganization or the public sale of shares equivalent to at least 10% of the total capital stock of Nuvini S.A. 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 Nuvini S.A. 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 Debenture 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 Nuvini S.A. 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 Equity Value (%) | |||
| 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, 2025 and 2024 , the fair value of the Exposure Premium was R$2.9 million and R$2.9 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.
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Off-Balance Sheet Arrangements
Nuvini S.A. did not have any off-balance sheet financing arrangements as of December 31, 2025.
Contractual Obligations and Commitments
Deferred and Contingent Consideration:
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, calculated as a multiple of 4 times the last 12-months revenue earned by the acquiree. The maximum payment for the contingent consideration is not capped. |
| ● | OnClick: the sellers 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 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. |
| ● | Munddi: the sellers received 20% of the total consideration as an upfront cash payment. The remaining 80% of the consideration is recognized as deferred consideration and will be settled in 10 installments, accruing interest based on the CDI rate. |
To preserve liquidity and manage cash flows, Nuvini S.A. renegotiated the terms of amounts payable or contingently payable under the purchase and sale agreements with sellers for certain acquisitions.
On October 8, 2023, the Company made a payment of R$22,000 to the founding partners of Mercos, as part of the purchase agreement for the remaining Mercos shares estimated at R$66,000. 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, 2025, the Company has not reached a negotiated settlement or treatment of the advanced payment.
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Related Party Transactions
The Nuvini Group previously entered into loan agreements with certain shareholders, executive and directors. The amounts outstanding were unsecured and in the case of default on payment, a fine of 2% could be imposed on the total value of the loans.
As of December 31, 2025 and 2024, the loan balances outstanding are as follows:
| (In thousands of Brazilian reais) | 2025 | 2024 | ||||||
| Related party loan—José Mário(i) | - | 1,078 | ||||||
| Total loans from related parties | - | 1,078 | ||||||
| (i) | 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. |
Research and Development, Patents and Licenses, etc.
See more information on “Item 4. Information on the Company–B. Business Overview–Growth Strategy–Software Engineering and Research” and “Item 4. Information on the Company–B. Business Overview–Growth Strategy–Intellectual Property”.
Trend Information
Other than as disclosed elsewhere in this Annual Report, we are not aware of any other trends, uncertainties, demands, commitments or events for the year ended December 31, 2025, 2024 and 2023 that are reasonably likely to have a material and adverse effect on our net operating revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Critical Accounting Estimates
Our financial statements are prepared in conformity with IFRS Accounting Standards. In preparing Nuvini’s financial statements, Nuvini makes assumptions, judgments and estimates that can have a significant impact on amounts reported in Nuvini’s financial statements. Nuvini bases its assumptions, judgments and estimates on historical experience and various other factors that Nuvini believes to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. Nuvini regularly reevaluates its assumptions, judgments and estimates. Nuvini’s significant accounting policies are described in “Note 3- Summary of significant accounting policies” to Nuvini’s audited annual consolidated financial information as of December 31, 2025, 2024 and 2023 and in the year ended December 31, 2025, included elsewhere in this Annual Report.
Presentation and Reporting Currency
The Company has resolved to maintain the Brazilian Real (BRL) as the presentation and reporting currency in its consolidated financial statements and in any periodic reports containing such financial statements filed or furnished with the SEC, including its Annual Reports on Form 20-F and any interim financial information furnished on Form 6-K.
BRL is the functional currency of the Company’s principal operating subsidiaries, which generate substantially all of their revenues and incur substantially all of their costs in Brazil. Adopting the U.S. dollar (US$) as the presentation currency would require the retranslation of prior-period consolidated financial statements and underlying accounting records, without providing additional transparency or comparability for investors. Accordingly, all amounts presented in the Company’s consolidated financial statements will continue to be expressed exclusively in BRL.
Without prejudice to the foregoing, in its press releases and other voluntary communications addressed to the market — which do not constitute consolidated financial statements — the Company intends to continue to present, on a supplemental basis, U.S. dollar (US$) convenience translations alongside the principal financial figures disclosed in BRL (including, where applicable, revenue, EBITDA, adjusted EBITDA, net income (loss), total assets, total liabilities and total equity), translated at the exchange rates disclosed in the relevant communication. Such convenience translations are provided solely for the convenience of readers and should not be construed as representations that the BRL amounts could have been, or could in the future be, converted into US$ at the rates indicated.
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Settlement Agreements
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 Sean, 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.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors and Senior Management
Management and Board of Directors
The business and affairs of Nuvini are managed by or under the direction of the Nuvini Board. The following table sets forth the name, age and position of each of the directors and executive officers of Nuvini as of the date of this Annual Report. The Nuvini Board is currently composed of five directors. The Nuvini Articles allow for the appointment of no more than seven directors to the Nuvini Board. Two director seats have not been filled and, in accordance with the Nuvini Articles, Nuvini plans to submit for ordinary resolutions for new directors for shareholders of Nuvini to ratify at an annual meeting of shareholders.
| Name | Age | Position | ||||
| Executive Officers | ||||||
| Pierre Schurmann | 55 | Chief Executive Officer, Director and Chairman | ||||
| Gustavo Usero | 38 | Chief Operating Officer | ||||
| Phoebe Wang(1) | 36 | Chief Artificial Intelligence Officer and Director | ||||
| Non-Employee Directors | ||||||
| Luiz Busnello(2) | 48 | Director | ||||
| João Antonio Dantas Bezerra Leite | 64 | Independent Director | ||||
| Marcello Gonçalves | 61 | Independent Director | ||||
| (1) | Ms. Wang was an Independent Director from November 14,2025 until March 2, 2026. She was appointed as the Company’s Chief Artificial Intelligence Officer on March 2, 2026. |
| (2) | Mr. Busnello resigned from his role as Chief Financial Officer effective November 3, 2025, while continuing as a member of the Board of Directors. Mr. Roberto Otero, who succeeded him as Chief Financial Officer, resigned on February 10, 2026. Financial functions are currently managed on an interim basis by Mr. Schurmann and Mr. Usero, our Chief Operating Officer. |
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Executive Officers
Pierre Schurmann. Mr. Schurmann serves as Chairman of the Board and Chief Executive Officer of Nuvini. Mr. Schurmann co- founded Nuvini S.A. in October 2020. He is responsible for the strategic vision as well as the management and growth of Nuvini. Mr. Schurmann previously was founder and Managing Partner at Bossanova Investimentos, from 2011 to 2019, the first pre-seed investment firm in Brazil, and today, the eighth most active investment firm in the world. While at Bossanova, he led over 600 investments in B2B startups. He also led Bossanova’s anchoring of Brazil’s first Venture Debt (by SP Ventures) and well as the country’s first angel investment fund (with Domo Investments (Nasdaq: DOMO)). Prior to funding Bossanova, Mr. Schurmann was co-founder and CEO of Experience Club, Brazil’s largest membership only B2B networking club, from 2006 to 2010, where he was responsible for managing the company and sponsorship sales. Over 600 of Brazil’s top 1,000 companies are members of Experience Club as of December 2022. Prior to that Mr. Schurmann was co-founder and CEO of Conectis Experience Marketing, Brazil’s first experience marketing agency. At Conectis, he was responsible for general management, sales and client relations. IBM (NYSE: IBM), BASF (OTCMKTS: BASFY), Citroen, SAP (NYSE: SAP) and another 140 large enterprises were Conectis client at the time Conectis was acquired in 2006. Prior to that Mr. Schurmann was co-founder and VP of ideas at ideia.com, a Brazilian technology incubator backed by Warburg Pincus, from 2000 to 2003, where he was responsible for sourcing and analyzing the incubators investments. Prior to that Mr. Schurmann was Director of Business Development at StarMedia (KLSE: STAR), a Latin American Portal, from 1998 to 2000. He was responsible for M&A and Business Development for Latin America. Prior to that Mr. Schurmann was co-founder and Director of Business development at Zeek!, from 2007 to 2008, where he was responsible for corporate development and partnerships. Zeek! was acquired by StarMedia (KLSE: STAR) in 2009.
Gustavo Usero. Mr. Usero is the Chief Operating Officer at Nuvini, responsible for driving operational excellence, financial performance, and strategic execution across the group’s portfolio of companies. His primary focus includes strengthening budgeting discipline, expanding EBITDA margins, and implementing robust performance management frameworks. He also leads the adoption of AI-driven initiatives within the portfolio through strategic partnerships with global technology leaders, aiming to unlock operational efficiencies and accelerate sustainable growth.
Prior to joining Nuvini, Gustavo held senior executive roles at Constellation Software--including CEO, Vice President, and Executive General Manager of portfolio companies--where he led operational transformations and teams across Latin America, the United States, Canada, France, England, and Australia. Before Constellation, Gustavo founded and scaled his own software company in Brazil, which was later acquired by a French software group. He became a shareholder and key executive within that group, playing a pivotal role in its growth and operations until it was ultimately sold to Constellation Software.
Phoebe Wang. Ms. Wang is the Chief AI Officer and Director at Nuvini, leading the company’s enterprise-wide AI strategy, investment, and implementation across its portfolio of software companies. Ms. Wang previously served as an Investment Partner on the Corporate Development team at Amazon and is an Advisor to Andrew Ng’s AI Fund as well as a Lecturer on Innovation at UC Berkeley Haas Business School. She brings extensive experience across AI, venture partnerships, and enterprise technology through roles with multiple Fortune 10 companies, AI Fund, and global AI advisory organizations. She has invested in and advised companies advancing applied AI, machine learning, and automation technologies used across cloud and software platforms.
Directors
Luiz Busnello. Mr. Busnello serves as Director of Nuvini. Mr. Busnello co-founded Nuvini S.A. in October 2020. Mr. Busnello served as the Company’s CFO and COO from February 2022 until November 2025. Mr. Busnello previously served in 2021 as Chief Technology Officer of EXP Platform, a high-end platform of corporate knowledge and news in Brazil in 2021 where he was responsible for the platform architecture and overseeing the development of programming. Prior to that, Mr. Busnello served as Co-Founder, Chief Financial Officer and Chief Operating Officer of Veek Tecnologia S/A, the first 100% digital telecom in Brazil, from 2016 to 2020. He also was one of the early investors in Bossa Nova and has invested in the last 10 years in more than 12 tech companies, being an advisor or board member to some of them. Mr. Busnello has more than 20 years of entrepreneurship and operational experience and has a bachelor’s degree in business administration from FAAP – Fundação Armando Álvares Penteado and an international executive specialization in Entrepreneurship & Innovation from Babson College.
João Antonio Dantas Bezerra Leite. Mr. Leite serves as an Independent Director and Chair of the Audit Committee. has over 35 years of experience in the technology, payments and banking industries in Brazil. He served as a Managing Director at Banco Itau S.A., the largest private bank in Latin America, from 1996 to 2019, where he held several executive positions as Chief Technology Officer, Chief Security Officer, Chief Information Officer for the Credit Cards and Insurance business divisions and served as Chief Information Officer for Rede S.A., one of the largest electronic payment solutions provider in Brazil. During that time he led several digital Transformational projects and supported multiple bank acquisition processes and datacenter integrations. He holds a bachelor’s degree in Electronic Engineering from Instituto Mauá de Tecnologia (1983) and extension courses from Columbia Business School, Wharton, Fundação Getúlio Vargas, Insper, Fundação Dom Cabral, Swiss Finance Institute and Singularity University. He is currently a fintech investor and mentor, coordinating early-stage fintech investments at Bossa Nova Investimentos, the largest micro venture capital in Latin America, member of several Advisory Boards in payments, software, technology and data-driven companies in Latin America and USA, member of the Board of Directors at 2W Ecobank, a leading provider of renewable energy in Brazil, member of the Board of Directors at Culqi, an innovative payments company in Peru, owned by BCP, and member of the Audit Committee at Banco Carrefour in Brazil. We believe Mr. Leite is well qualified to serve on our board due to his significant technology, financial and operational experience.
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Marcello Gonçalves. Mr. Gonçalves is an independent director of Nuvini. Mr. Gonçalves brings financial and entrepeneurial experience due to his work in the financial market and venture capital industry. As the co-founder and managing partner of DOMO Invest Gestora de Ativos in Brazil (“DOMO Invest”) since 2016, Mr. Gonçalves led and established DOMO Invest as an asset management company focused on injecting venture capital funds into pre-seed and seed stage companies. Under his leadership, DOMO Invest has successfully managed four funds to date (DOMO Ventures Fund II, DOMO Enterprise, DOMO FIP Anjo, DOMO Ventures Fund), accumulating over US$100 million of assets under management. Mr. Gonçalves co-founded Koolen & Partners in 2013, and served as a partner until 2021. Koolen & Partners is a venture capital firm with significant investments in startups such as Loggi, Gympass and Hotmart. Mr. Gonçalves has also served in leadership positions in the financial sector. He served as the CEO of insurance companies, Assurant Seguradora SA and Travel Ace Assistance in Brazil from 2000 to 2007 and 2013 to 2015, respectively. Furthermore, Mr. Gonçalves was a partner at Banco CR2 from 2007 to 2010 and commercial director at Banco Fator from 2010 to 2012, where he contributed to both institutions’ financial operations and strategic direction. Mr. Gonçalves received his bachelor’s degree in Business from Centro Universitário Bennett in Brazil. We believe Mr. Gonçalves is well qualified to serve on our board due to his significant experience in the financial industry.
Family Relationships
There are no family relationships between our directors and executive officers.
Shareholders’ Agreement
As stipulated in the Shareholder’s Agreement, at the time of the Business Combination Agreement (a) the Company become a direct, wholly-owned subsidiary of Nvni Group Limited pursuant to a contribution by the Company Shareholders of all the issued and outstanding equity of the Company to Nvni Group Limited in exchange for newly issued Nvni Group Limited Ordinary Shares and (b) Nuvini Merger Sub, Inc. merged with and into Mercato, with Mercato continuing as the surviving entity and a direct, wholly-owned subsidiary of Intermediate 2 (as defined in the Business Combination Agreement).
The Shareholders and all of its provisions shall terminate and be of no further force or effect upon the earliest of the Expiration Time and the written agreement of Stockholder, Mercato, the Company, and Nvni Group Limited.
Compensation
Under Cayman Islands law, Nuvini is not required to disclose compensation paid to our senior management on an individual basis and we have not otherwise publicly disclosed this information elsewhere. The compensation of our executive officers has mainly consisted of salary, equity-based incentive awards and other compensation, as applicable. They also receive benefits in line with market practice in Brazil.
For the years ended December 31, 2025 and 2024, the aggregate compensation expense for Nuvini’s executive officers and the executive officers of our subsidiaries for services in all capacities was R$19.1 million and R$13.6 million, respectively, which includes both benefits paid in kind and compensation, including share-based compensation. See “Note 9-Related parties” to our audited consolidated financial statements included elsewhere in this Annual Report. In the year ended December 31, 2025 and 2024, Nuvini did not pay any compensation to the members of the Nuvini Board. We expect to implement a director compensation program for certain non-employee directors. The program is expected to consist of both cash and equity-based incentive compensation.
As of December 31, 2025 and 2024, neither Nuvini nor its subsidiaries have allocated or accrued any funds for the provision of pension, retirement, or similar benefits.
Employment Agreements
We have entered into employment agreements with our executive officers. The employment agreements provide for the compensation that Nuvini’s executive officers are entitled to receive.
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Stock Option Plan
On November 27, 2020, the Stock Option Plan was approved, and amended by Nuvini on June 30, 2021. Under the Stock Option Plan, individuals selected by Nuvini’s Board (“Selected Employees”) are eligible to receive incentive compensation consisting of share options issued by Nuvini, that have slightly different characteristics for each of the Selected Employees, such as the amount the amount of shares granted and the price of the exercise, for example. As of the date of this document, Nuvini has granted 61,467 options exercisable for Nuvini Ordinary Shares, as determined in accordance with the Exchange Ratio, as incentive compensation to Selected Employees. In summary, through the analysis of the Stock Option Plan:
| i. | The options granted can only be exercised after the first anniversary of the execution date of the adhesion agreement (12 months), at which time 1/3 of the options granted can be exercised. Thereafter, 1/24 of the total options may be exercised in each of the following months, until reaching 100% of the options; |
| ii. | Each adhesion term may foresee that, in the occurrence of a Liquidity Event (i) initial public offering of Nuvini or (ii) sale of 100% of Nuvini, 50% of the total number of options not yet exercised and granted through the term, will become exercisable; and |
| iii. | The shares acquired as a result of the exercise of options must remain inalienable and non-transferable for a period that varies between 1 month or another different period as defined by the board of directors, as of the exercise of the option. |
The options will be extinguished by right, regardless of prior notice or indemnity, in the following cases: full exercise of the option; expiration of the exercise term; dismissal of the beneficiary, at the company’s initiative, for cause; dismissal of the beneficiary by initiative of the company, without cause (in the event the dismissal occurs after the initial vesting period has elapsed, the beneficiary shall be entitled to a pro-rata amount of the options not vested, based on the portion of the total vesting period during which he/she remained bound to the company, or until his/her dismissal); termination of the beneficiary by his/her own initiative (if the termination occurs after the end of the initial vesting period, the beneficiary will be entitled to a pro rata amount of the options not vested, based on the portion of the total vesting period during which he remained bound to the company, or until his dismissal).
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 114,365 Ordinary Shares.
Board Practices
Board Composition
Nuvini’s business affairs is managed under the direction of the Nuvini Board. The Nuvini Articles allows for a total of seven directors and has one class of directors, with each director serving a term the directors think fit. The Nuvini Board is currently composed of five directors.
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Director Independence
Nuvini’s Board is currently composed of five directors, two of whom qualify as independent within the meaning of the independent director guidelines of Nasdaq. João Antonio Dantas Bezerra Leite and Marcello Gonçalves are “independent directors” as defined in the rules of Nasdaq and applicable SEC rules.
Pierre Schurmann and Luiz Busnello control a majority of the voting power of Nuvini’s outstanding ordinary shares. As a result, Nuvini is a “controlled company” under Nasdaq rules. As a controlled company, Nuvini is exempt from certain Nasdaq corporate governance requirements, including those that would otherwise require Nuvini’s Board to have a majority of independent directors and require that Nuvini either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of Nuvini’s executive officers and nominees for directors are determined or recommended to the board of directors by the independent members of the board of directors. Nuvini relies and, intends to continue to rely, on this exemption. As a result, Nuvini does not, and may not, have a majority of independent directors on its board of directors. In addition, Nuvini may not continue to have a compensation committee or a nominating and governance committee, and such committees may not consist entirely of independent directors or be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
In addition, Nuvini’s corporate governance guidelines (“Corporate Governance Guidelines”) provide that when the position of chair of the board of directors (the “Chair”) is not held by an independent director, a lead independent director may be designated by the board of directors (the “Lead Independent Director”). Because Pierre Schurmann serves as the Chair and will not be considered independent under Nasdaq rules, the Nuvini Board will designate João Bezerra as the Lead Independent Director. The Lead Independent Director’s duties include presiding at executive sessions of independent directors and serving as a liaison between the Chair and the independent directors of the board of directors.
Committees of the Board of Directors
The Nuvini Board consist of three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Because Nuvini is a “controlled company” under Nasdaq rules, it will not be required to establish or maintain a compensation committee. Although Nuvini will not be required to do so, Nuvini has established a compensation committee. Members will serve on each committee until their resignation or until otherwise determined by the Nuvini Board. Each committee operates under a charter approved by the Nuvini Board. Copies of each charter will be posted on the Corporate Governance section of Nuvini’s website at www.nuvini.co. Nuvini’s website and the information contained on, or that can be accessed through, Nuvini’s website is not deemed to be incorporated by reference in, and is not considered part of, this annual report. Nuvini intends to comply with future Nasdaq requirements to the extent that they’re applicable to Nuvini.
Audit Committee
The members of the audit committee are Marcello Gonçalves and João Antonio Dantas Bezerra Leite. Under Nasdaq’s listing standards and applicable SEC rules, Nuvini is required to have at least three members of the audit committee, all of whom must be independent. Each of João Antonio Dantas Bezerra Leita and Marcello Gonçalves meet the independent director standard under Nasdaq’s listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. The Company is currently looking to appoint a third audit committee member and chair.
The Nvni Board has determined that each member of the audit committee is financially literate and each qualify as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
The audit committee charter details the principal functions of the audit committee, including:
| ● | assisting board oversight of (1) the integrity of Nuvini’s financial statements, (2) Nuvini’s compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of Nuvini’s internal audit function and the independent registered public accounting firm; |
| ● | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by Nuvini; |
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| ● | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by Nuvini, and establishing pre-approval policies and procedures; |
| ● | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
| ● | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
| ● | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality- control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
| ● | meeting to review and discuss Nuvini’s annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Item 5-Operating and Financial Review and Prospects”; |
| ● | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
| ● | reviewing with management, the independent registered public accounting firm, and Nuvini’s legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
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Compensation Committee
The members of the compensation committee will be Pierre Schurmann, Luiz Busnello and Marcello Goncalves, with Marcello Goncalves serving as the chair of the compensation committee. Because Nuvini is a “controlled company” within the meaning of Nasdaq’s corporate governance standards, Nuvini’s compensation committee will not be required to be comprised solely of independent directors.
The compensation committee charter details the principal functions of the compensation committee, including:
| ● | reviewing, approving and determining, or making recommendations to Nuvini’s board of directors regarding, the compensation of Nuvini’s executive officers, including the Chief Executive Officer; |
| ● | reviewing on an annual basis our executive compensation policies and plans; |
| ● | implementing and administering our incentive compensation equity-based remuneration plans; |
| ● | assisting management in complying with Nuvini’s proxy statement and annual report disclosure requirements; |
| ● | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for Nuvini’s officers and employees; |
| ● | if required, producing a report on executive compensation to be included in Nuvini’s annual proxy statement; and |
| ● | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Nomination and Corporate Governance Committee
The members of the nomination and governance committee are Pierre Schurmann, Luiz Busnello, and Joao Antonio Dantas Bezerra Leite, with Pierre Schurmann serving as the chair of the nomination and corporate governance committee. Because Nuvini is a “controlled company” within the meaning of Nasdaq’s corporate governance standards, Nuvini is not be required to have independent director oversight of director nominations or a nominating and corporate governance committee and comprised solely of independent directors.
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The nominating and corporate governance committee charter will detail the principal functions of the nominating and corporate governance committee, including:
| ● | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; |
| ● | developing and recommending to the board of directors and overseeing implementation of our Corporate Governance Guidelines; |
| ● | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
| ● | reviewing on a regular basis Nuvini’s overall corporate governance and recommending improvements as and when necessary. |
Code of Business Conduct
Nuvini has adopted a code of business conduct (the “code of business conduct”) that applies to all directors, executive officers and employees. Nuvini’s code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Copies of the code of business conduct and charters for each of our board committees will be provided without charge upon request from us and are available on Nuvini’s website. Nuvini will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website.
Foreign Private Issuer Exemptions
Nuvini is considered a “foreign private issuer” under the securities laws of the United States and the rules of Nasdaq. Under the applicable securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled issuers. Nuvini intends to take all necessary measures to comply with the requirements of a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules of which were adopted by the SEC and Nasdaq as listing standards and requirements. Under Nasdaq’s rules, a “foreign private issuer” is subject to less stringent corporate governance and compliance requirements and subject to certain exceptions, Nasdaq permits a “foreign private issuer” to follow its home country’s practice in lieu of the listing requirements of Nasdaq. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. Among other things, we are not required to have:
| ● | a majority of the board of directors consisting of independent directors; | |
| ● | a compensation committee consisting of independent directors; | |
| ● | a nominating committee consisting of independent directors; or | |
| ● | regularly scheduled executive sessions with only independent directors each year. |
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Board Diversity Matrix
| Board Diversity (As of April 15, 2026) | ||
| Country of Principal Executive Offices: | Brazil | |
| Foreign Private Issuer: | Yes | |
| Disclosure Prohibited Under Home Country Law: | No | |
| Total Number of Directors: | 5 | |
| Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||
| Part I: Gender Identity | ||||||||||||||||
| Directors | 1 | 4 | 0 | 0 | ||||||||||||
| Part II: Demographic Background | ||||||||||||||||
| Underrepresented Individual in Home Country Jurisdiction | 0 | 0 | 0 | 0 | ||||||||||||
| LGBTQ+ | 0 | 0 | 0 | 0 | ||||||||||||
| Did Not Disclose Demographic Background | 0 | 0 | 0 | 0 | ||||||||||||
Employees
As of December 31, 2025, the Nuvini Group’s workforce decreased by approximately 23% compared to December 31, 2024, from 618 to 477 employees.
The table below sets forth the number of employees by activity as of the dates indicated:
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Sales and Marketing | 119 | 134 | ||||||
| Technology | 129 | 168 | ||||||
| Support | 56 | 144 | ||||||
| Service | 105 | 52 | ||||||
| Finance | 46 | 40 | ||||||
| Other* | 22 | 80 | ||||||
| Total Employees | 477 | 618 | ||||||
| * | Includes: people, management, administrative, quality, M&A transactions, and product employees. |
As of December 31, 2025, all of the Nuvini Group’s employees were located in Brazil.
The Nuvini Group offers competitive compensation and benefits that are in line with the software industry. Consistent with industry practice, its compensation program for all employees includes base pay, variable compensation and benefits. In addition, certain of its employees also receive stock-based compensation. The Nuvini Group offers a wide array of benefits including health care, dental plan, life insurance, transportation vouchers, meal tickets or restaurant vouchers. For additional information, see “Nuvini Executive Compensation.” Some of the Nuvini Acquired Companies, however, have additional benefits, as follows:
| 1. | Leadlovers: food vouchers, dental plans, health plans, life insurance, pharmacy discounts, childcare allowances, agreements with universities and consigned loans; |
| 2. | Ipê Digital: meal vouchers, home office allowances, life insurance, health plans, dental plans, therapy and childcare allowances; |
| 3. | Mercos/Simplest: food vouchers, health plans, dental plans and life insurance; and |
| 4. | Datahub/Dataminer: meal vouchers, home office allowances, life insurance, health plans, dental plans, childcare allowances and consigned loans. |
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In accordance with Brazilian labor law, all employees may join labor unions. Brazilian legislation provides that all employees, unionized or not, are entitled to the benefits of collective bargaining agreements. Some employees of the Nuvini Acquired Companies are represented by the following unions: EAA – Union of Employees of Self-Employed Commercial Agents and in Consulting Companies, Expertise, Information and Research and Accounting Services Companies in the State of São Paulo; SINDPDSP—Union of Data Processing and Information Technology Workers of the State of São Paulo; SINDPD Joinville—Union of Employees in Data Processing, Computer and Similar Companies and Data Processing, Computer and Similar Workers of Joinville and Region; SINDPDSC—Union of Employees in Data Processing Companies of Santa Catarina; SINTEC—Information Technology Workers Union of Uberlândia; SITEPD—Union of Workers in Private Companies of Data Processing of Curitiba and Region; Union of Workers in Information Technology Companies and Computer Courses of the State of São Paulo. The Nuvini Group has not experienced any work stoppages and believes it has a good working relationship with SINDPD. The Nuvini Group has entered into a collective bargaining agreement related to variable compensation (profit sharing plan) with SINDPD and renegotiate such agreement on an annual basis, usually in January of each year.
Nuvini has outsourced certain ancillary activities that support the Nuvini Group’s businesses and not directly related to its core business, including recruiters to attract talent and maintenance functions. Nuvini does not provide benefits to its outsourced workers. For additional information, see “Item 3—D. Risk Factors—Risks Related to Legal Matters and Regulations—The Nuvini Group may be held liable for the labor, tax, social security and other obligations of third parties.”
Share Ownership
For information regarding the share ownership of Directors and officers, refer to “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” included elsewhere in this annual report. For information regarding our equity incentive plans, refer to “Item 6. Directors, Senior Management and Employees—B. Compensation” included elsewhere in this annual report.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
There was no erroneously awarded compensation that was required to be recovered pursuant to the Company’s Erroneously Awarded Incentive-Based Compensation Clawback Policy during the fiscal year ended December 31, 2025.
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
The following table sets forth information regarding the beneficial ownership of Nuvini Ordinary Shares as of April 30, 2026 by:
| ● | each person who beneficially owns 5% or more of the outstanding Nuvini Ordinary Shares; |
| ● | each person who is an executive officer or director; and |
| ● | all executive officers and directors as a group. |
The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the Nuvini Ordinary Shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. To the Company’s knowledge, no Nuvini Ordinary Shares beneficially owned by any executive officer or director have been pledged as security.
As of April 30, 2026, there were 11,692,133 Nuvini Ordinary Shares issued and outstanding. This amount does not include the following amounts of Nuvini Ordinary Shares which were delivered as consideration in connection with the Business Combination and reserved: (i) 274,072 Nuvini Ordinary Shares issuable upon exercise which are associated with liabilities payable in shares such as loan premium, subscription rights, and contingent consideration assumed by Nuvini as a result of the Business Combination; and (ii) 114,365 Nuvini Ordinary Shares under the Nuvini 2023 Incentive Plan.
To the Company’s knowledge, no Nuvini Ordinary Shares beneficially owned by any executive officer or director have been pledged as security.
| Name and Address of Beneficial Owners | Number of
Nuvini Ordinary Shares | %
of Ordinary Shares | %
of Voting Power | |||||||||
| Five Percent Holders of the Company | ||||||||||||
| Pierre Schurmann(1) † | 1,622,087 | 13.87 | % | 70.1 | % | |||||||
| Directors and Executive Officers of the Company | ||||||||||||
| Pierre Schurmann(1) † | 1,622,087 | 13.87 | % | 70.1 | % | |||||||
| Marcello Goncalves | 13,373 | * | % | — | ||||||||
| Joao Antonio Dantas Bezerra Leite | 9,303 | * | % | — | ||||||||
| Luiz Busnello(2) † | 549,939 | 4.70 | % | 29.4 | % | |||||||
| Gustavo Usero(3) † | 4,000 | * | % | — | ||||||||
| All Directors and Executive Officers of the Company as a Group (5 Individuals) | 2,198,702 | 18.80 | % | 99.5 | % | |||||||
| * | 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) |
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. |
| (3) | On October 10, 2025, Mr. Usero acquired 4,000 ordinary shares of the Company from personal funds. |
Related Party Transactions
In the ordinary course of business, Nuvini and its subsidiaries enter into, and expect to continue to enter, into certain related party transactions with certain entities affiliated with Nuvini shareholders, among others. See “Note 9-Related parties” to Nuvini’s audited consolidated financial statements for a description of Nuvini related party transactions.
Pierre Schurmann Investment Agreement
On December 4, 2025, the Company and its Founder and Chief Executive Officer Pierre Schurmann entered into a binding investment agreement to invest $6 million of personal capital in the Company through a direct private placement of equity securities, subject to closing conditions (the “Investment Agreement”). Pursuant to the Investment Agreement, Xurmann Investments Ltd, an investment vehicle wholly owned by Mr. Schurmann, will acquire 1,500,000 ordinary shares at $4.00 per share, along with five-year warrants to purchase 300,000 additional shares at an exercise price of $25.00 per share.
Mr. Schurmann is currently working to obtain the financing to conclude his investment. While the process has taken longer than initially anticipated, the parties continue to work diligently toward its completion. The Company will provide further updates in due course. There is no guarantee that Mr. Schurmann will be able to obtain the required financing nor that his investment will be completed.
The Convertible Notes
On November 1, 2024, Nuvini entered into a Convertible Promissory Note Purchase Agreement (the “Note Purchase Agreement”) with Heru Investment Holdings Ltd., an entity controlled by the Company’s Chief Executive Officer, and other investors (collectively, the “Investor”), for the purchase of convertible promissory notes (the “Convertible Notes”) in the principal amount of at least US$2,900 and up to US$5,000. The Convertible Notes shall mature within 12 months from the issuance date (the “Maturity Date”) and interest shall accrue at an annual rate of 5.00%, calculated on the basis of a 365-day year. Prior to the Maturity Date, the Investors shall have the option to convert the Convertible Notes into ordinary shares of the Company resulting from the division of the principal amount and accrued interest under the Convertible Notes by a conversion price of US$1.10 per ordinary share. As of December 31, 2025, the deal is considered unlikely to close
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Advisor Agreements
On February 28, 2022, Busnello and Walter Leandro, VP of M&A, entered into an 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$1,500 consisting of 28,517 units of stock options, refer to “Note 19-Share-based compensation plan” in this Annual Report, for more information regarding share-based compensation awards. These agreements were amended in order to increase the number of stock options units to 64,655 based on an updated valuation.
On February 28, 2022, and March 25, 2022, Busnello entered into additional advisor agreements to act as COO and CFO. Mr. Busnello served as COO and CFO until November 2025. 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 745,344 units of stock options, refer to “Note 19-Share-based compensation plan” in this Annual Report, for more information regarding share-based compensation awards.
Transactions Related to the Business Combination
Certain other related party agreements were entered into in connection with the Business Combination. This section describes the material provisions of certain additional agreements entered into pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, and you are urged to read such Related Agreements in their entirety.
Voting and Support Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, the Registrant, Mercato Partners, Nuvini and certain of the Nuvini shareholders entered into the Voting Agreement, pursuant to which, prior to the First Effective Time, such Nuvini shareholders agreed to, among other things, vote to approve the merger and such other actions as contemplated in the Business Combination Agreement for which the approval of the Nuvini shareholders and the New Nuvini shareholders was required.
Registration and Lock Up Agreement
Mercato and the Registration Rights Holders entered into a Registration Rights Agreement and New Nuvini and each Nuvini Shareholder will enter into a Lock-Up Agreement, each to be effective at the Closing. Pursuant to the terms of the Registration Rights and Lock-Up Agreement, New Nuvini is obligated to file a registration statement to register the resale of certain securities held by the Registration Rights Holders.
The securities held by the Initial Stockholders are locked up for one year following the Closing, subject to earlier release if (i) the reported last sale price of New Nuvini Ordinary Shares equals or exceeds US$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (ii) if New Nuvini consummates a liquidation, merger, stock exchange or other similar transaction after the Closing which results in all of stockholders having the right to exchange their shares of common stock for cash, securities or other property. In addition, the Sponsor and Mercato’s affiliates may sell an amount of securities (not to exceed fifty percent (50%) of such holder’s respective securities) following closing and prior to the end of 2023 to the extent a holder determines in good faith that such sale will provide such holder with net proceeds sufficient for such holder to cover any tax liabilities (including estimated tax liabilities) arising in connection with the transactions contemplated by the Business Combination Agreement.
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The securities held by Nuvini Shareholders will be locked up for one year following the Closing subject to earlier release if (i) the reported last sale price of New Nuvini Ordinary Shares equals or exceeds US$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (ii) if New Nuvini consummates a liquidation, merger, stock exchange or other similar transaction after the Closing which results in all of stockholders having the right to exchange their shares of common stock for cash, securities or other property. After 180 days following the Closing, Nuvini Shareholders will have the right to transfer securities to the extent required to cover tax obligations of such new holder or its direct and indirect shareholders.
For more information about the Registration Rights and Lock-Up Agreement, see the sections entitled “The Business Combination Agreement and Ancillary Documents—Registration Rights Agreement” and “The Business Combination Agreement and Ancillary Documents—Lock-up Agreement.”
PIPE Financing (Private Placements)
On January 15, 2024, Nuvini entered into individual subscription agreements with specific PIPE investors. These investors committed to subscribing for and purchasing a total of 135,882 shares at a conversion price of US$17.00, in exchange for an investment of US$2,310,000.
On November 1, 2024, Nuvini completed the issuance and sale in a private placement of a total of 76,695 ordinary shares of Nuvini for gross proceeds of approximately US$580,824 or US$7.50 per share (the “Per Share Purchase Price”) in accordance with the terms and conditions of subscription agreements (the “Subscription Agreements”) entered into with each of the investors in the private placement (the “Investors”).
On November 7, 2024, and November 17, 2024, Nuvini entered into distinct subscription agreements with specific PIPE investors. These investors agreed to subscribe to and purchase 121,371 ordinary shares, at a conversion price of US$7.573, in exchange for an investment of US$919,158.
The Subscription Agreement also provides the Investor with certain registration rights to file a registration statement with the Securities and Exchange Commission covering the resale of the ordinary shares purchased under the Subscription Agreement. The ordinary shares sold in the private placement were sold pursuant to the exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The above description is a summary of the form of Subscription Agreement filed as exhibit 10.1 to the Form 6-K filed on November 5, 2024, and incorporated herein by reference.
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On December 31, 2024, Nuvini entered into a private placement transaction, pursuant to a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional investors for aggregate gross proceeds of $12.0 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. Under the 2025 Purchase Agreement, the Company agreed to issue (i) 3,680,982 ordinary shares of the Company, par value US$0.00001 per share, (ii) certain Series A ordinary share purchase warrants registered in the name of each purchaser to purchase up to a number of ordinary shares equal to 50% of such purchaser’s ordinary shares (the “Series A Warrant”), subject to certain adjustments, with an alternative cashless exercise option allowing holders to receive twice the number of shares upon exercise if exercised under certain conditions, and (iii) certain Series B Ordinary share purchase warrants registered in the name of such purchaser to purchase up to a number of ordinary shares equal to the maximum eligibility number, which is the number of shares underlying the Series B Warrants determined from time to time per the Reset Price, defined as the greater of 80% of the lowest volume weighted average price during the Reset Period and US$0.652. The Series A Warrants are immediately exercisable and expire one year from the effectiveness of the registration statement with respect to the underlying ordinary shares for a purchase price equal to US$6.52 per ordinary share, subject to adjustments, pursuant to the Series A ordinary share purchase warrant. The Series B Warrants are immediately exercisable and expire five years from the effectiveness of the registration statement for a purchase price equal to US$0.0001 per ordinary share, subject to adjustments pursuant to the Series B ordinary share purchase warrant. The closing of the private placement transaction occurred on January 2, 2025.
In addition, the Company issued placement agent warrants to the placement agent in the 2025 Offering to purchase an aggregate of 276,073 shares at an exercise price of US$3.26 per share. On January 31, 2025, the Company amended the placement agent warrants (“Amended Placement Agent Warrants”) to match their terms with the Series A Warrants. The amendments include a reset feature, adjusting the exercise price to the lower of the existing price and 80% of the lowest daily VWAP during the Reset Period, subject to a US$0.652 floor price, and an alternative cashless exercise option, allowing holders to receive twice the number of shares upon exercise if exercised under certain conditions. The Amended Placement Agent Warrants are immediately exercisable and expire five years from the issuance date.
The above description is a summary of the form of the Purchase Agreement filed as exhibit 10.1 to the Form 6-K filed on January 6, 2025, and incorporated herein by reference.
Sponsor Letter Agreement
Indemnification Agreements
Nuvini has entered into indemnification agreements with Nuvini’s directors and executive officers. The indemnification agreements and Nuvini Articles will require Nuvini to indemnify Nuvini’s directors and executive officers to the fullest extent permitted by law.
Transactions with Officers and Directors
For more information, please see “Item 6. Directors, Senior Management and Employees—B. Compensation.”
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Related Person Transaction Policy
The Nuvini Board has adopted a written Related Parties Transaction Policy to set forth the policies and procedures for the review and approval or ratification of related party transactions. This policy covers material transactions or loans reportable under this Item between Nuvini and a related party, including without limitation our directors and senior management as well as their family members, and certain shareholders, and provides that such transactions be reviewed and approved or ratified by the Audit Committee. Such review shall assess if the transaction is on terms comparable that are in, or are not inconsistent with, the best interests of Nuvini and its shareholders, as the Committee (or the Chair of the Committee) determines in good faith.
Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
Consolidated Financial Statements and Other Financial Information
The information included under “Item 18. Financial Statements” of this Annual Report is referred to and incorporated by reference into this item.
Legal and Administrative Proceedings
We are and, from time to time, may become, subject to various legal and administrative proceedings that arise in the ordinary course of its business, including tax, labor, regulatory, environmental and civil proceedings. As of December 31, 2025, we did not record any provisions for legal proceedings.
On September 30, 2025, our subsidiary Nuvini S.A. entered into an offer letter (“Offer Letter”) to acquire MK Solutions, a leading ERP for internet providers in Brazil. The acquisition was intended to strengthen Nuvini’s portfolio of vertical SaaS businesses and expand its presence in the Brazilian market. The closing of the acquisition was subject to certain customary conditions and completion of legal and accounting due diligence. On March 17, 2026, Nuvini received a notice from SF TBG I - Fundo de Investimentos em Participações em Empresas Emergentes Ltda. (the “Seller”) alleging that Nuvini has breached certain provisions of the Offer Letter, relating to the proposed acquisition of MK Solutions by Nuvini. In the notice, the Seller asserts that Nuvini has unreasonably delayed the closing of the transaction and that, as a result of such delay, the Seller is entitled to terminate the Offer Letter, cease the negotiations for the sale of MK Solutions and collect a termination fee of R$7.1 million from Nuvini. Nuvini disputes the Seller’s allegations and believes that it has complied in all material respects with its obligations under the Offer Letter. NVNI has responded to the Seller reiterating that it has been engaged in accounting, legal and tax due diligence on MK Solutions and that the parties are negotiating certain material changes to the transaction recently brought by Seller. The Company does not believe that the Seller is entitled to receive any termination fee. The Company is currently engaged in discussions with the Seller regarding the matters described above, is evaluating its rights and remedies under the Offer Letter and applicable law, and has no intention to pay a termination fee. No assurance can be given as to the outcome of these discussions or any potential resolution of the dispute.
Tax Proceedings
Not applicable.
Dividends and Dividend 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 related to dividends and dividend policy. For periods subsequent to February 6, 2023, the Company is a Cayman Islands exempted company with limited liability and therefore the following is 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 |
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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, 2025, 2024, and 2023, no dividends have been declared or were payable. If in a profit position, the Group intends to declare dividend payments to allow shareholders to participate in its free cash flow, while retaining sufficient capital to invest in acquisitions and organic growth. Mercos is allowed to pay dividends considering its capital structure and collaterals on the debentures.
Certain Cayman Islands Legal Requirements Related to Dividends
Significant Changes
Except as disclosed in this Annual Report, including the proposed acquisition described in Item 4.A and Note 26 to our consolidated financial statements, no significant change has occurred since December 31, 2025.
ITEM 9. THE OFFER AND LISTING
Offer and Listing Details
Nuvini Ordinary Shares and Nuvini Warrants are listed on the Nasdaq Stock Market LLC (the “Nasdaq”) under the trading symbols “NVNI” and “NVNIW,” respectively, since October 2, 2023.
Plan of Distribution
Not applicable.
C. Markets
See “—A. Offer and Listing Details” above.
Selling Shareholders
Not applicable.
Dilution
Not applicable.
Expenses of the Issue
Not applicable.
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ITEM 10. ADDITIONAL INFORMATION
Share Capital
Not applicable.
Memorandum and Articles of Association
The second amended and restated memorandum and articles of association of Nuvini, effective as of March 20, 2025, (the “Nuvini Articles”), are filed as Exhibit 1.2 to this Annual Report.
On March 27, 2025, issued 500,000 Class FF shares, par value US$0.00001 per share, pursuant to our second amended and restated memorandum and articles of association. Each Class FF share entitles the holder to 1,000 votes per share on all matters submitted to a vote of our shareholders. The Class FF shares are non-economic and carry no rights to dividends or other distributions.
Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or elsewhere in this Annual Report.
Exchange Controls
There are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by Company, or that may affect the remittance of dividends, interest, or other payments by Company to non-resident holders of Company Ordinary Shares. There is no limitation imposed by laws of Cayman Islands or in Company’s Articles on the right of non-residents to hold or vote the Ordinary Shares.
Taxation
The discussion below addresses material U.S. federal income tax consequences regarding the ownership and disposition of Nuvini Ordinary Shares and Nuvini Warrants.
Treatment of Nuvini as a Non-U.S. Corporation for U.S. Federal Income Tax Purposes.
As discussed above in the Risk Factor labeled “The ‘inversion’ rules could be applied in a manner that would result in Nuvini being treated as a U.S. corporation for U.S. federal income tax purposes,” it will not be known until after the closing of the Business Combination whether Nuvini is properly classified as a non-U.S. corporation for U.S. federal income tax purposes. The discussion set forth in such risk factor is incorporated herein in its entirety by reference. If it were determined that Nuvini is treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury regulations promulgated thereunder, U.S. holders and Non-U.S. holders of Nuvini Ordinary Shares and Nuvini Warrants would be treated as holders of stock and warrants of a U.S. corporation for U.S. federal income tax purposes, the consequences of which would generally be similar to those set out in the Section titled “—U.S. Holders” for U.S. Holders and “—Non-U.S. Holders,” for Non-U.S. Holders in Mercato’s final prospectus filed with the SEC on November 5, 2021 in connection with the Mercato IPO, in which Mercato originally disclosed tax consequences of holding Mercato securities, provided that the relevant holder’s acquisition cost immediately after the Merger would generally equal the fair market value of the Nuvini Ordinary Shares or Nuvini Warrant(s) received by such holder in the Merger. The remaining portion of this disclosure discusses the consequences of holding Nuvini Ordinary Shares and Nuvini Warrants where Nuvini is properly treated as a non-U.S. corporation for U.S. federal income tax purposes and Section 7874 does not apply to Nuvini.
All holders are urged to consult their own tax advisor regarding the application of Section 7874 of the Code to the Business Combination and the treatment of Nuvini as a Non-U.S. corporation for U.S. federal income tax purposes.
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U.S. Holders
Dividends and Other Distributions on Nuvini Ordinary Shares. Subject to the PFIC rules discussed below under the heading “—Passive Foreign Investment Company Rules,” distributions (including, for the avoidance of doubt and for the purpose of the balance of this discussion, deemed distributions) on Nuvini Ordinary Shares will generally be taxable as a dividend for U.S. federal income tax purposes to the extent paid from Nuvini’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of Nuvini’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in its Nuvini Ordinary Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Nuvini Ordinary Shares and will be treated as described below under the heading “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Nuvini Ordinary Shares and Nuvini Warrants.” The amount of any such distribution will include any amounts withheld, if any, by us (or another applicable withholding agent). It is not expected that Nuvini will determine earnings and profits in accordance with U.S. federal income tax principles. Therefore, U.S. holders should expect that a distribution will generally be treated as a dividend.
Amounts treated as dividends that Nuvini pays to a U.S. holder that is a taxable corporation generally will be taxed at regular tax rates and will not qualify for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. holders, under tax laws currently in effect and subject to certain exceptions described below, dividends generally will be taxed at the lower applicable long-term capital gains rate only if Nuvini Ordinary Shares are readily tradable on an established securities market in the United States or Nuvini is eligible for benefits under an applicable tax treaty with the United States, and, in each case, Nuvini is not treated as a PFIC with respect to such U.S. holder at the time the dividend was paid or in the preceding year, and provided certain additional requirements are met. United States Treasury Department guidance indicates that Nuvini Ordinary Shares, which are intended to be listed on Nasdaq, will be readily tradable on an established securities market in the United States. There can be no assurance, however, that Nuvini Ordinary Shares will be considered readily tradable on an established securities market in later years. Non-corporate U.S. holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” for purposes of investment interest deduction limitations will not be eligible for the reduced rates of taxation regardless of Nuvini’s status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met.
The amount of any dividend distribution paid in foreign currency will be the U.S. dollar amount calculated by reference to the applicable exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at the time.
Amounts taxable as dividends generally will be treated as income from sources outside the U.S. and will, depending on the circumstances of the U.S. holder, be “passive” or “general” category income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit allowable to such U.S. holder. There are significant and complex limits on a U.S. Holder’s ability to claim foreign tax credits, and recently issued U.S. Treasury regulations further restrict the availability of any such credit based on the nature of the withholding tax imposed by the foreign jurisdiction. In lieu of claiming a foreign tax credit, a U.S. holder may, in certain circumstances, deduct foreign taxes in computing their taxable income, subject to generally applicable limitations under U.S. law. Generally, an election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year. U.S. holders are urged to consult their tax advisers regarding the creditability of foreign taxes in their particular circumstances.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Nuvini Ordinary Shares and Nuvini Warrants. Subject to the PFIC rules discussed below under the heading “—Passive Foreign Investment Company Rules,” upon any sale, exchange or other taxable disposition of Nuvini Ordinary Shares or Public Warrants, a U.S. holder generally will recognize gain or loss in an amount equal to the difference between (i) the sum of (x) the amount of cash and (y) the fair market value of any other property, received in such sale, exchange or other taxable disposition and (ii) the U.S. holder’s adjusted tax basis in such Nuvini Ordinary Shares or Public Warrant.
Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period for such Nuvini Ordinary Share or Public Warrant exceeds one year. Long-term capital gain realized by a non-corporate U.S. holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations. Any gain or loss recognized on the sale, exchange or other taxable disposition of Nuvini Ordinary Shares or Nuvini Warrants generally will be U.S.-source income or loss for purposes of computing the foreign tax credit allowable to a U.S. holder.
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Exercise, Lapse or Redemption of Nuvini Warrants. Subject to the PFIC rules discussed below and except as discussed below with respect to the cashless exercise of a Nuvini Warrant, a U.S. holder generally will not recognize taxable gain or loss on the exercise of a Nuvini Warrant. The U.S. holder’s tax basis in the Nuvini Ordinary Share received upon exercise of a Nuvini Warrant generally will be an amount equal to the sum of the U.S. holder’s adjusted tax basis in the Nuvini Warrant and the exercise price of such Nuvini Warrant. It is unclear whether the U.S. holder’s holding period for the Nuvini Ordinary Shares received upon exercise of the Nuvini Warrants will begin on the date following the date of exercise or on the date of exercise of the Nuvini Warrants; in either case, the holding period will not include the period during which the U.S. holder held the Nuvini Warrants.
If a Nuvini Warrant is allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such U.S. holder’s tax basis in the Nuvini Warrant.
The tax consequences of a cashless exercise of a Nuvini Warrant are not clear under current tax law. Subject to the PFIC rules discussed below, a cashless exercise may be tax-free, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. holder’s basis in the Nuvini Ordinary Shares received would equal the holder’s basis in the Nuvini Warrants. If the cashless exercise were treated as not being a realization event, it is unclear whether a U.S. holder’s holding period in the Nuvini Ordinary Shares will commence on the date following the date of exercise or on the date of exercise of the Nuvini Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the Nuvini Ordinary Shares would include the holding period of the Nuvini Warrants.
It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. holder could be deemed to have surrendered a number of Nuvini Warrants having an aggregate fair market value equal to the exercise price for the total number of Nuvini Warrants to be exercised, and the U.S. holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the Nuvini Warrants deemed surrendered and the U.S. holder’s tax basis in such Nuvini Warrants. In that case, a U.S. holder’s tax basis in the Nuvini Ordinary Shares received would equal the sum of the U.S. holder’s tax basis in the Nuvini Warrants exercised and the exercise price of such Nuvini Warrants. It is unclear whether a U.S. holder’s holding period for the Nuvini Ordinary Shares would commence on the date following the date of exercise or on the date of exercise of the Nuvini Warrants; in either case, the holding period would not include the period during which the U.S. holder held the Nuvini Warrants. There may also be alternative characterizations of any such taxable exchange that would result in similar tax consequences, except that a U.S. holder’s gain or loss would be short-term.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. holder’s holding period would commence with respect to the Nuvini Ordinary Shares received, there can be no assurance that the alternative tax consequences, if any, or the holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their tax advisors regarding the tax consequences of a cashless exercise.
If Nuvini redeems Nuvini Warrants for cash pursuant to the redemption provisions described in the entitled “Description of Nuvini Securities” or if Nuvini purchases public warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. holder, taxed as described above under “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Nuvini Ordinary Shares and Nuvini Warrants.”
Possible Constructive Distributions. The terms of each Nuvini Warrant provide for an adjustment to the number of Nuvini Ordinary Shares for which the Nuvini Warrant may be exercised or to the exercise price of the Public Warrant in certain events, as discussed in the section entitled “Description of Nuvini Securities.” An adjustment which has the effect of preventing dilution generally is not a taxable event. Nevertheless, a U.S. holder of the Nuvini Warrants would be treated as receiving a constructive distribution from Nuvini if, for example, the adjustment increases Nuvini Warrant holders’ proportionate interest in Nuvini assets or earnings and profits (e.g., through an increase in the number of Nuvini Ordinary Shares that would be obtained upon exercise) as a result of a distribution of cash to the holders of Nuvini Ordinary Shares which is taxable to such holders as described under “Dividends and Other Distributions on Nuvini Ordinary Shares” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. holders of the Nuvini Warrants received a cash distribution from Nuvini equal to the fair market value of such increased interest.
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Passive Foreign Investment Company Rules. Certain adverse U.S. federal income tax consequences could apply to a U.S. holder if Nuvini is treated as a PFIC for any taxable year during which the U.S. holder holds Nuvini Ordinary Shares or Nuvini Warrants. A non-U.S. corporation, such as Nuvini, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For purposes of the PFIC income test and asset test described above, if Nuvini owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, Nuvini will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation.
Based on the historical and projected composition of the Nuvini Group’s income, assets and operations, and the expected composition and market value of Nuvini’s income and assets (including the composition of income and assets and the market value of shares or assets, as applicable, of its subsidiaries), New Nuvuni does not believe that it will be treated as a PFIC for its current taxable year and does not expect to become one in the foreseeable future. However, PFIC status depends on the composition of Nuvini’s (and its subsidiaries’) income and assets and the fair market value of its (and its subsidiaries’) assets from time to time, which is subject to change, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. This conclusion is a factual determination, however, that must be made annually at the close of each taxable year and, thus, is subject to change. There can be no assurance that Nuvini will not be treated as a PFIC for any taxable year.
If Nuvini is a PFIC for any taxable year during which a U.S. holder owns Nuvini Ordinary Shares or Nuvini Warrants and the U.S. holder did not make the QEF or mark to market elections discussed below, Nuvini or such non-U.S. subsidiary generally will continue to be a PFIC with respect to that U.S. holder for all succeeding years during which the U.S. holder owns Nuvini Ordinary Shares or Nuvini Warrants, even if it ceases to meet the thresholds set forth under the asset test or the income test above, unless the U.S. holder makes a “deemed sale” purging election with respect to its Nuvini Ordinary Shares. If a U.S. holder makes a “deemed sale” purging election, it will be deemed to have sold Nuvini Ordinary Shares at their fair market value and any gain from such deemed sale would be subject to the rules described in the following paragraphs. After the purging election, so long as Nuvini does not become a PFIC in a subsequent taxable year, Nuvini Ordinary Shares with respect to which such election was made will not be treated as shares in a PFIC and, as a result, the U.S. holder will not be subject to the rules described below with respect to any “excess distribution” it receives from Nuvini or any gain from an actual sale or other disposition of Nuvini Ordinary Shares. U.S. holders are strongly urged to consult their tax advisors as to the possibility and consequences of making any purging elections.
If Nuvini is a PFIC for any taxable year during which a U.S. holder holds Nuvini Ordinary Shares, then, unless the U.S. holder makes either an applicable PFIC election (or elections), as further described below, for the first taxable year and each subsequent taxable year of Nuvini in which it was treated as a PFIC, such U.S. holder generally will be subject to special adverse tax rules with respect to any “excess distribution” that it receives and any gain that it recognizes from a sale or other disposition of Nuvini Ordinary Shares. For this purpose, distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the U.S. holder’s holding period for Nuvini Ordinary Shares will be treated as an excess distribution. Under these rules:
| ● | the excess distribution or recognized gain will be allocated ratably over the U.S. holder’s holding period for Nuvini Ordinary Shares; |
| ● | the amount of the excess distribution or recognized gain allocated to the taxable year of distribution or gain, and to any taxable years in the U.S. holder’s holding period prior to the first taxable year in which Nuvini was treated as a PFIC, will be treated as ordinary income; and |
| ● | the amount of the excess distribution or recognized gain allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the resulting tax will be subject to the interest charge generally applicable to underpayments of tax. |
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If Nuvini is a PFIC for any taxable year during which a U.S. holder holds Nuvini Ordinary Shares and any of Nuvini’s non-U.S. subsidiaries or other corporate entities in which Nuvini owns equity interests is also a PFIC, the U.S. holder would be treated as owning a proportionate amount (by value) of the shares of each such non-U.S. entity classified as a PFIC (each such entity, a lower-tier PFIC). Rules similar to those described above and below would apply to such shares. There can be no assurance that any of Nuvini’s non-U.S. subsidiaries will not be classified as a PFIC for any taxable year. U.S. holders should consult their own tax advisor regarding the application of the PFIC rules to Nuvini’s lower-tier PFICs (if any).
In general, if Nuvini is determined to be a PFIC, a U.S. holder may avoid the adverse PFIC tax consequences described above in respect of Nuvini Ordinary Shares (but, under current law, not Nuvini Warrants) by making and maintaining a timely and valid qualified electing fund (“QEF”) election (if eligible to do so) to include in income its pro rata share of Nuvini’s (and any lower-tier PFICs’) net capital gains (as long-term capital gains) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the first taxable year of the U.S. holder in which or with which Nuvini’s taxable year ends and each subsequent taxable year. A U.S. holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
If a U.S. holder has made a QEF election with respect to its Nuvini Ordinary Shares (and any lower-tier PFICs), and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF election for Nuvini (and each lower-tier PFIC) first taxable year as a PFIC in which the U.S. holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, such as the deemed sale election as described above), any gain recognized on the sale of Nuvini Ordinary Shares generally will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules. U.S. holders should consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances. As discussed above, if Nuvini is a PFIC for any taxable year, a U.S. holder of Nuvini Ordinary Shares that has made a QEF election will be currently taxed on its pro rata share of Nuvini’s earnings and profits, whether or not distributed for such year. A subsequent distribution of such earnings and profits that were previously included in income generally may not be treated as dividends when distributed to such U.S. holder. The tax basis of a U.S. holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. In addition, if Nuvini is not a PFIC for any taxable year, such U.S. holder will not be subject to the QEF inclusion regime with respect to Nuvini Ordinary Shares for such a taxable year.
The QEF election is made on a shareholder-by-shareholder basis and once made, can be revoked only with the consent of the IRS. In order to make a QEF election, a U.S. holder must receive a PFIC Annual Information Statement from Nuvini (or the lower-tier PFIC, if applicable), which includes information about Nuvini’s (or the lower-tier PFIC’s) ordinary earnings and net capital gain. If Nuvini determines that it is a PFIC for any taxable year, Nuvini will endeavor to provide a PFIC Annual Information Statement with respect to itself and any lower- tier PFIC subsidiaries for such taxable year upon request. However, there can be no assurance that Nuvini will know whether it is a PFIC or that it will timely provide the PFIC Annual Information Statement.
A U.S. holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. holders are urged to consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
Alternatively, if Nuvini is a PFIC and Nuvini Ordinary Shares constitute “marketable stock,” a U.S. holder may avoid the adverse PFIC tax consequences discussed above if such U.S. holder makes a mark-to-market election with respect to such shares for the first taxable year in which it holds (or is deemed to hold) Nuvini Ordinary Shares and each subsequent taxable year. Such U.S. holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Nuvini Ordinary Shares at the end of such year over its adjusted basis in its Nuvini Ordinary Shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Nuvini Ordinary Shares over the fair market value of its Nuvini Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. holder’s basis in its Nuvini Ordinary Shares would be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Nuvini Ordinary Shares will be treated as ordinary income.
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Currently, a mark-to-market election may not be made with respect to Nuvini Warrants. Also, because a mark-to-market election cannot be made for any lower-tier PFICs that Nuvini may own, if Nuvini were a PFIC for any taxable year, a U.S. holder that makes the mark-to-market election may continue to be subject to the tax and interest charges under the general PFIC rules with respect to such U.S. holder’s indirect interest in any subsidiaries of Nuvini that are PFICs.
The mark-to-market election is available only for “marketable stock”—generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq (on which Nuvini Ordinary Shares are intended to be listed). If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless Nuvini Ordinary Shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. U.S. holders are urged to consult their tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to Nuvini Ordinary Shares under their particular circumstances.
The application of the PFIC rules to Nuvini Warrants is unclear. Proposed Treasury regulations issued under the PFIC rules generally treats an “option” (which would include an Nuvini Warrant) to acquire the stock of a PFIC as stock of the PFIC, while final Treasury regulations issued under the PFIC rules provides that the QEF election does not apply to options and no mark-to-market election (discussed above) is currently available with respect to options. Therefore, if the proposed Treasury regulations are finalized in their current form, U.S. holders of Nuvini Warrants would be subject to the PFIC rules described above but would not be able to make any PFIC elections with respect to Nuvini Warrants.
However, a U.S. holder may make a QEF election with respect to a Nuvini Ordinary Share acquired upon the exercise of a Nuvini Warrant and a QEF election previously made with respect to Nuvini Ordinary Shares will apply to Nuvini Ordinary Shares newly acquired upon exercise of a Nuvini Warrant. Notwithstanding such QEF election, the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Nuvini Ordinary Shares (which under proposed regulations, will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. holder held Nuvini Warrants), unless the U.S. holder makes a purging election under the PFIC rules (such as the deemed sale election discussed above). U.S. holders should consult with their own tax advisors regarding the application of the PFIC rules to Nuvini Warrants.
A U.S. holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. holder may have to file an IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) (whether or not a QEF or mark-to-market election is made) and to provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations applicable to such U.S. holder until such required information is furnished to the IRS.
The rules dealing with PFICs and with the purging, QEF, and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. holders of Nuvini Ordinary Shares and Nuvini Warrants are urged to consult their own tax advisors concerning the application of the PFIC rules to Nuvini securities under their particular circumstances.
Information Reporting, Backup Withholding and Additional Reporting Requirements. Distributions (including constructive distributions) with respect to the Nuvini Ordinary Shares or Nuvini Warrants and proceeds from the sale, exchange or redemption of the Nuvini Ordinary Shares or Nuvini Warrants may be subject to information reporting filed with the IRS unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn). Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s federal income tax liability provided that the required information is timely furnished to the IRS.
Certain U.S. holders (and to the extent provided in IRS guidance, certain individual Non-U.S. holders) holding specified foreign financial assets with an aggregate value in excess of the applicable dollar thresholds are required to report information to the IRS relating to Nuvini Ordinary Shares or Nuvini Warrants, subject to certain exceptions (including an exception for Nuvini Ordinary Shares held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their tax return for each year in which they hold Nuvini Ordinary Shares or Nuvini Warrants. Substantial penalties apply to any failure to file IRS Form 8938 and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. U.S. holders are urged to consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of Nuvini Ordinary Shares or Nuvini Warrants.
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Non-U.S. Holders
Dividends and Other Distributions on Nuvini Ordinary Shares. Subject to the discussion below concerning backup withholding, Non-U.S. holders generally will not be subject to U.S. federal income tax or withholding tax on dividends (including dividends with respect to constructive distributions, as further described under the heading “—U.S. Holders—Possible Constructive Distributions”) received from Nuvini on Nuvini Ordinary Shares (or, with respect to constructive distributions, on Nuvini Warrants) unless the income from such dividends is effectively connected with the conduct of a trade or business of the Non-U.S. holder in the United States and, if provided under an applicable income tax treaty, is attributable to a permanent establishment or a fixed base maintained by the Non-U.S. holder in the United States, in which case, a Non-U.S. holder will be subject to regular federal income tax on such dividend generally in the same manner as discussed in the section above under “—U.S. Holders—Dividends and Other Distributions on Nuvini Ordinary Shares,” unless an applicable income tax treaty provides otherwise. In addition, earnings and profits of such a Non-U.S. holder that is a corporation that are attributable to such dividend, as determined after allowance for certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.
Gain or Loss on Sale, Taxable Exchange or other Taxable Disposition of Nuvini Ordinary Shares and Nuvini Warrants. Subject to the discussion below concerning backup withholding, Non-U.S. holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of Nuvini Ordinary Shares or Nuvini Warrants, unless either:
| ● | the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. holder maintains a permanent establishment or fixed place of business in the United States to which such gain is attributable); or |
| ● | the Non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the redemption and certain other requirements are met. |
The gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items. The gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. holder (even though the individual is not considered a resident of the United States) provided that the Non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. In addition, earnings and profits of a corporate Non-U.S. holder that are attributable to such a gain, as determined after allowance for certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.
Exercise, Lapse or Redemption of Nuvini Warrant. The U.S. federal income tax treatment of a Non-U.S. holder’s exercise of a Nuvini Warrant, the lapse of a Nuvini Warrant held by a Non-U.S. Holder, or Nuvini’s redemption of Nuvini Warrants for cash generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a Nuvini Warrant by a U.S. holder or Nuvini’s redemption of Nuvini Warrants held by a U.S. holder, as described under “—U.S. Holders—Exercise, Lapse or Redemption of Nuvini Warrants,” above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described under the heading “—Gain or Loss on Sale, Taxable Exchange, or other Taxable Disposition of Nuvini Ordinary Shares and Nuvini Warrants” for a Non-U.S. holder’s gain on the sale or other disposition of Nuvini Warrants.
Information Reporting and Backup Withholding. Distributions (including constructive distributions) on Nuvini Ordinary Shares and Nuvini Warrants and amounts received with respect to the sale or other disposition of Nuvini Ordinary Shares or Nuvini Warrants will not be subject to backup withholding, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns may be filed with the IRS in connection with any payments of dividends on Nuvini Ordinary Shares paid to the Non-U.S. holder or amounts received with respect to the sale or other disposition of Nuvini Ordinary Shares or Nuvini Warrants by the Non-U.S. holder, regardless of whether any tax was actually withheld.
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Copies of information returns that are filed with the IRS may be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE MAY NOT BE APPLICABLE TO YOU DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF NUVINI ORDINARY SHARES AND NUVINI WARRANTS INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.
Material Cayman Tax Considerations
There is currently no form of income, inheritance, gift, withholding, corporate or capital gains tax applicable to Nvni in the Cayman Islands.
Dividends and Paying Agents
Not applicable.
Statement by Experts
Not applicable.
Incorporation by Reference; Documents on Display
The SEC allows us to incorporate by reference much of the information that we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. Nuvini is required to make certain filings with the SEC. The SEC maintains an internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.
The information that we incorporate by reference in this annual report is considered to be part of this annual report. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this annual report or in any document previously incorporated by reference have been modified or superseded.
Nuvini also makes available on its website, free of charge, its Annual Reports on Form 20-F and the text of its reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Nuvini’s website address is www.nuvini.co. The information contained on Nuvini’s website is not incorporated by reference into this annual report.
References made in this Annual Report to any contract or certain other documents are not necessarily complete and you should refer to the exhibits attached or incorporated by reference into this annual report for copies of the actual contract or documents.
Subsidiary Information
Not applicable.
Annual Report to Security Holders.
Not applicable.
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Nuvini Group is exposed to market risks in the ordinary course of our business, including credit risk, liquidity risk, the effects of changes in interest rates and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below and in “Note 6-Financial instruments” to our audited annual consolidated financial statements for the years ended December 31, 2025 and 2024 included elsewhere in this Annual Report.
Foreign Exchange Risk
Some of Nuvini S.A.’s subsidiaries sell to foreign clients. For international operations, Nuvini S.A. 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, 2025 and 2024, the Nuvini Group had bank account deposits with exposure to fluctuations in foreign currency held in the Cayman Islands that are immaterial.
The effect of foreign exchange rate changes resulted in a decrease of R$6.2 million on the Company’s statement of cash flows for the year ended December 31, 2025. The impact of foreign exchange rate changes was immaterial for the year ended December 31, 2024.
Liquidity Risk
Liquidity risk is the risk in which Nuvini S.A. 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 Nuvini S.A. 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 Nuvini S.A.’s reputation. Nuvini S.A. 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 Nuvini S.A.’s future performance. The table below analyzes Nuvini S.A.’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 Nuvini S.A. to meet covenants associated with the Debentures outstanding resulted in the acceleration of the maturity of the Debentures. See “Note 15—Debentures for additional information” of Nuvini’s 2025, 2024 and 2023 consolidated financial statements. Additionally, refer to “Note 2-Basis for presentation” for consideration relating to going concern.
| December 31, 2025 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | 56,897 | - | 56,897 | |||||||||
| Other liabilities | 841 | - | 841 | |||||||||
| Loans and financing | 569 | 189 | 758 | |||||||||
| Debentures(i) | 7,992 | - | 7,992 | |||||||||
| Deferred and contingent consideration | 277,348 | - | 277,348 | |||||||||
| Lease liabilities | 1,003 | 1,154 | 2,157 | |||||||||
| Total | 344,650 | 1,343 | 345,993 | |||||||||
| December 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 | |||||||||
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Credit Risk
Credit risk is the Nuvini S.A.’s risk of financial loss if a client or counterparty to a financial instrument fails to comply with its contractual obligations, which arise mainly from client receivables. Nuvini S.A. has a very diversified client portfolio with a high concentration of recurring revenue from key clients, none of which representing more than 10% of net revenue. Nuvini S.A. 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 client base is relatively low. Therefore, Management doesn’t perform individual credit quality checks of each client. However, if a client defaults on service payments past two months of service, Nuvini S.A. will pause the client’s service until payment is received, limiting the volume of past due receivables. It is only when the client pays all past due balances that Nuvini S.A. will reinstate services. Although the products and services offered to clients are similar, these 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 clients reside do not cause for greater credit risk.
Nuvini S.A. adopts the assumption under IFRS 9, for credit losses on receivables that default occurs when the contract payments with clients are past due over 90 days. Longer payment terms are given to clients and default is unlikely even though the contract payments are past due within one year in the past because of the industry characteristics of Nuvini S.A. and positive long-term relationship with clients. Therefore, a more lagging default criterion is appropriate to determine the risk of default occurring. Nuvini S.A.’s credit risk exposure in relation to contract assets under IFRS 9 as December 31, 2025, 2024, and 2023 is immaterial.
Market Risk
For a discussion of Nuvini S.A.’s market risk, see “Note 6—Financial instruments” of Nuvini S.A.’s consolidated financial statements included elsewhere in this document.
Interest Rate Risk and Inflation
Interest rate risk stems from financial investments, loans and financing and debentures are referenced in the average CDI, which can negatively affect financial expenses or revenues in the event of an unfavorable movement in interest rates and inflation.
Inflation affects Nuvini S.A.’s 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, 2025. 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, 2025, and 2024, considering the projected forecast of the CDI rate and reflects management’s best estimates. The CDI rate as of December 31, 2025, is 15.15% and December 31, 2024, is 12.25%. 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 | 222 | 12 | (208 | ) | ||||||||
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| Exposure | Scenario I | Scenario II | Scenario III | |||||||||||||||||
| Indicators | 12/31/2025 | Spot rates (i) | (Probable) (ii) | +/-25% | +/-50% | |||||||||||||||
| Assets | 15.15 | % | 12.12 | % | 15.15 | % | 18.18 | % | ||||||||||||
| Short-term investments—101% of CDI | 660 | (20 | ) | - | 20 | |||||||||||||||
| Exposure to CDI—Assets | 660 | (20 | ) | - | 20 | |||||||||||||||
| Liability | 15.00 | % | 12.00 | % | 15.00 | % | 18.00 | % | ||||||||||||
| Debentures—100% of CDI | (7,992 | ) | 242 | 12 | (228 | ) | ||||||||||||||
| Exposure to CDI—Liabilities | (7,992 | ) | 242 | 12 | (228 | ) | ||||||||||||||
| Net exposure | (7,332 | ) | 222 | 12 | (208 | ) | ||||||||||||||
| (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, 2025, as published by the Central Bank of Brazil. |
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Debt Securities
Not Applicable.
Warrants and Rights
A description of Nuvini Warrants is set forth in this annual report, in Exhibit 2.4 “Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934” and is incorporated by reference herein.
Other Securities
Not applicable.
American Depositary Shares
Not applicable.
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2025. “Disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms. Disclosure controls and procedures include, without limitations, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based upon the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025. Notwithstanding the identified material weaknesses, the CEO and CFO have concluded that the consolidated financial statements in this Annual Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
Material Weaknesses Identified
Prior to the Business Combination, we were a private company with limited accounting resources and processes to address our internal control over financial reporting and procedures and SEC requirements. As part of the preparation of our financial statements in connection with the Business Combination, our management reported material weaknesses in our internal control over financial reporting initially identified in connection with the preparation of financial statements for the year ended on December 31, 2025.
The material weaknesses identified relate to:
| ● | inability to implement a system of internal control over financial reporting considering the following components: (i) implementing a structure and establishing standards and processes to provide a basis for carrying out internal control activities across the organization; (ii) a risk assessment process for identifying and assessing risks for the achievement of financial reporting objectives; (iii) formal structure and controls related to “segregation of duties” around the critical elements of our financial reporting processes, including revenue recognition, impairment testing, financial instruments and significant or unusual transactions (among others); and (iv) monitoring process and oversight on; |
| ● | insufficient accounting resources and processes necessary to comply with IFRS Accounting Standards and SEC reporting requirements, specifically: (i) ineffective design, implementation and operation of controls within the financial reporting process relating to preparation and review of the financial statements, including the technical application of IFRS Accounting Standards and SEC reporting; (ii) ineffective design, implementation and operation of controls within the financial reporting process, including the lack of sufficient accounting policies and procedures for the maintenance of accurate accounting records, and especially those related to the accounting for complex transactions; (iii) lack of sufficient knowledge, experience and training of finance and accounting personnel with respect to accounting and financial reporting requirements; and (iv) inadequate governance structure, including the lack of appropriate oversight of accounting and financial reporting matters; and |
| ● | ineffective information technology (“IT”) general controls for information systems that are relevant to the preparation of the consolidated financial statements, including (i) insufficient policies and procedures over granting, reviewing, and revoking client access to IT applications and IT databases, and over change management; and (ii) governance and structure to manage and control access to in-scope application systems and changes to programs. |
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Nuvini is in the process of taking necessary actions to design and implement formal accounting policies, procedures and controls, as well as establish a control matrix required to remediate these material weaknesses. It also includes designing Nuvini’s financial control environment, including the establishment of controls to account for and disclose complex transactions. In particular, the scope of work and responsibilities of this internal controls team will include ensuring that the proper systems and processes are put in place by evaluating, together with the Chief Executive Officer, the effectiveness of the design and operation of Nuvini’s standards, systems, controls and procedures across the Nuvini Group. The internal controls team will be tasked with architecting, implementing and monitoring reporting and controls requirements across the Nuvini Group. This team will be responsible for assessing and remedying reporting controls and processes; creating standardized processes with respect to segregation of duties, accounting standards, impairment testing, contract review for accounting and risk assessment; creating a continuous monitoring of Nuvini practices for compliance, constant improvement and consistency; and coordinating with the Nuvini Acquired Companies in standards, hiring and training of reporting personnel. With respect to SEC reporting, Nuvini intends to invest adequate resources in the creation of an SEC reporting unit with extensive public company experience. This SEC reporting unit will report directly to the Chief Financial Officer and will have extensive public company experience including, but not limited to, SEC reporting and control implementation. The Company appointed Roberto Otero as Chief Financial Officer, effective November 3, 2025. Mr. Otero resigned as Nuvini’s CFO on February 10, 2026 and the Company is actively looking for Mr. Otero’s replacement. Nuvini plans to continue hiring for this SEC reporting unit in fiscal year 2026.
With regard to its information technology controls, Nuvini plans to hire a centralized information technology team, including a Chief Security Officer, to assist with implementation of consistent reporting systems, security and compliance, across the Nuvini Group, in order to improve the quality of information stored and facilitate interface with shareholders and management through the implementation of an equity management platform with the support of third parties. This information technology team will be tasked with ensuring all relevant data is protected and being utilized in compliance with all necessary standards both internationally and within Brazil, establishing governance and structure to manage and control access to in-scope application systems and changes to programs and to get the entire Nuvini Group on the same reporting platform, among other things.
Notwithstanding, our management continues to report material weaknesses in our internal control over financial reporting in connection with the preparation of financial statements for the year ended on December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Act of 1934, as amended, for our company. Internal control over financial reporting is process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS Accounting Standards and that a company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.
As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the Securities and Exchange Commission, our management including our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of internal control over financial reporting as of December 31, 2025, using the criteria set forth in the report “Internal Control – Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (known as COSO). Based on this evaluation, management concluded that our internal controls over financial reporting were not effective as of December 31, 2025.
In the course of management’s preparation of our consolidated financial statements as of and for the year ended December 31, 2025, we identified a material weakness in our internal control over financial reporting. See “Item 15. Material Weakness Identified” for further details over the material weakness and management’s remediation plan. However, we cannot assure you that we will remediate our material weakness in a timely manner, or at all. See “Item 3. Key Information-D. Risk Factors—Risks Related to the Nuvini Group’s Business—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.”
Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for emerging growth companies.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report that materially affected, or are reasonably likely to materially affect, internal control over financial reporting. See “Item 15. Material Weakness Identified” for further details over the material weakness and management’s remediation plan.
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ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Company’s board of directors has established an audit committee in accordance with applicable requirements of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934.
On November 18, 2025, one member of the audit committee resigned from the Company’s board of directors, resulting in a temporary vacancy on the audit committee. As a result, the audit committee currently consists of two members, Joao Antonio Dantas Bezerra Leite and Marcello Gonçalves, each of whom the board of directors has determined to be independent under the Nasdaq Listing Rules and to satisfy the independence requirements of Rule 10A-3.
The Company is currently not in full compliance with Nasdaq Listing Rule 5605(c)(2), which requires that the audit committee be comprised of at least three independent directors. In accordance with Nasdaq Listing Rule 5605(c)(4), the Company is relying on the applicable cure period to regain compliance. The Company has until the earlier of its next annual general meeting of shareholders or one year from the date of the vacancy to restore full compliance.
The board of directors has initiated a process to identify and appoint an additional independent director who would qualify to serve on the audit committee, including, if appropriate, as an audit committee financial expert. The Company is actively engaged in this process and intends to regain compliance within the applicable cure period; however, there can be no assurance that it will be able to do so within such timeframe.
Notwithstanding the foregoing, the audit committee continues to operate with two independent directors and maintains responsibility for overseeing the Company’s accounting and financial reporting processes, internal controls and audit functions. The board of directors believes that the current composition of the audit committee permits it to continue to function effectively during this interim period.
ITEM 16B. CODE OF ETHICS
Nuvini has adopted a code of ethics, which is applicable to all of Nuvini’s directors, officers, employees and partners. Nuvini’s code of ethics is publicly available on its investor relations website. Nuvini intends to disclose future amendments to, or waivers of, its code of conduct on the same page of its corporate website. Nuvini’s website address is www.nuvini.co. Information contained on Nuvini’s website is not incorporated by reference into this annual report, and investors should not consider information contained on Nuvini’s website to be part of this Annual Report or in deciding whether to invest in Nuvini Ordinary Shares. A copy of the code of ethics is filed herewith as Exhibit 11.1.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit and Non-Audit Fees
The following table sets forth the fees billed to Nuvini by independent registered public accounting firm during the years ended December 31, 2025 and 2024.
| 2025 | 2024 | |||||||
| (In thousands of Brazilian reais) | ||||||||
| Audit Fees | 2,132 | 1,748 | ||||||
| Audit-Related Fees | - | 404 | ||||||
| Total | 2,132 | 2,152 | ||||||
Audit Fees
Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual combined financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those years. It includes the audit of our financial statements, interim reviews and other services that generally only the independent accountant reasonably can provide, such as comfort letters, statutory audits, consents and assistance with and review of documents filed with the SEC.
Audit-Related Fees
Audit-related fees are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under the previous category. These services would include, among others: accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
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Tax Fees
Tax fees are fees billed for professional services for tax compliance, tax advice and tax planning.
All Other Fees
This item comprises the aggregate fees billed for products and services provided by the principal accountant, other than the services reported in the previous items.
Audit Committee Pre-Approval Policies and Procedures
Pursuant to Nuvini’s audit committee charter, Nuvini’s audit committee must pre-approve Nuvini’s engagement of audit or non-audit services provided by Nuvini’s independent registered public accounting firm in accordance with the audit committee policy.
All services rendered by Nuvini’s independent auditor since the establishment of Nuvini’s audit committee were pre-approved by the audit committee or the chair of the audit committee, in accordance with the audit committee’s pre-approval policy.
ITEM 16D. EXEMPTIONS FROM THE LISTING STRANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
In connection with the issuance and sale of ordinary shares to Investors pursuant to the Subscription Agreements, Coppi International Ltd. issued an irrevocable power of attorney and proxy relating to all of the 365,534 ordinary shares owned by Coppi International Ltd. (the “Coppi Power of Attorney”) in favor of the Pierre Schurmann, the Company’s Chief Executive Officer, pursuant to which Coppi International Ltd. irrevocably designated and appointed Pierre Schurmann as its proxy and duly authorized attorney-in-fact with the power to attend and vote at any meeting of the members of the Company all of the ordinary shares owned by Coppi Internatonal. The Coppi Power of Attorney was entered into to allow Pierre Schurmann to retain a majority of the voting power of the Company’s outstanding common stock, after taking into account the issuance and sale of ordinary shares to Investors pursuant to the Subscription Agreements.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
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ITEM 16G. CORPORATE GOVERNANCE
See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Foreign Private Issuer Exemptions.”
As a Cayman Islands company listed on The Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. Nasdaq rules, however, permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, our home country, may differ significantly from Nasdaq corporate governance listing standards.
We have elected to rely on the exemption from Nasdaq Listing Rule 5620 which provides that, with certain exceptions, each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the company’s year-end. The corporate governance practices of the Cayman Islands do not require annual shareholder meetings, and we are therefore not required to comply with Nasdaq Listing Rule 5620.
We have also elected to rely on the exemption from Nasdaq Listing Rule 5635 which generally provides that shareholder approval is required of U.S. domestic companies listed on Nasdaq prior to issuance (or potential issuance) of securities in connection with (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings. Nasdaq Listing Rule 5615(a)(3)(A) permits foreign private issuers to follow their home country practice regarding shareholder approval requirements. The Cayman Islands does not require shareholder approval prior to any of the foregoing types of issuances. As the corporate governance practices in the Cayman Islands does not require shareholder approval for any of the foregoing types of transactions, we are not obligated to obtain such approval before entering into transactions involving the potential issuance of securities as described above.
We may in the future decide to use the foreign private issuer exemption with respect to other Nasdaq corporate governance rules which may afford less protection to investors.
ITEM 16H. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
ITEM 16J. INSIDER TRADING POLICIES
The Nuvini Board has
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We prioritize the security of our technological assets, including computer systems, software, and networks. Our comprehensive cybersecurity measures are integral to our risk management framework, enabling us to assess, identify, and manage material risks from cybersecurity threats. These measures address potential disruptions to business operations or financial reporting systems, intellectual property theft, fraud, extortion, harm to employees or customers, violations of privacy laws, legal risks, and reputational damage.
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Our Board of Directors oversees cybersecurity-related risks, ensuring effective governance and compliance with regulatory requirements. Their responsibilities include:
| ● | Disclosure Oversight: Ensuring accurate and timely disclosure of cybersecurity matters in our company’s reports, in line with SEC regulations. |
| ● | Annual Reporting: Reviewing cybersecurity disclosures in our annual Form 20-F, as presented by management, to ensure comprehensive reporting. At the management level, our CEO, CFO, and department heads are tasked with: |
| ● | Risk Assessment and Management: Identifying and mitigating cybersecurity risks, and overseeing the prevention, detection, and resolution of incidents. |
| ● | Board Reporting: Providing timely updates to the Board on material cybersecurity incidents or threats and contributing to the annual Form 20-F disclosures. |
In the event of a cybersecurity incident:
| 1. | Internal Assessment: Our CTOs promptly evaluate the incident’s scope and impact. |
| 2. | Executive Notification: If deemed potentially material, findings are reported to the CEO and CFO, with input from external experts and legal counsel as needed. |
| 3. | Response and Disclosure: The CEO and CFO determine appropriate response measures, and management prepares disclosure materials for Board approval prior to public release. |
Our cybersecurity risk management processes encompass:
| ● |
| ● | Employee Training: Conducting annual cybersecurity awareness training, emphasizing email security and phishing prevention, and regularly testing our Disaster Recovery and Business Continuity Plans. |
| ● | Regular Security Assessments: Performing penetration testing, vulnerability scanning, and attack simulations, with IT teams and third-party partners reviewing logs and ensuring applications are current. |
Our IT departments regularly assess the qualifications of third-party partners, requiring them to demonstrate high expertise levels and relevant technical certifications.
As of the date of this Annual
Report, we have
Governance
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PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
See our consolidated financial statements beginning at page F-1.
ITEM 19. EXHIBITS
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133
| + | 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. |
| * | Previously filed or furnished with the Annual Report on Form 20-F on April 30, 2025. |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| NVNI GROUP Limited | ||
| By: | /s/ Pierre Schurmann | |
|
Pierre Schurmann Chief Executive Officer | ||
| Date: April 30, 2026 | ||
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Nvni Group Limited
Index to Consolidated Financial Statements
F-1
Report Of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
NVNI Group Ltd.
Opinion on the consolidated financial statements
We have audited the accompanying consolidated statements of financial position of NVNI Group Ltd. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of loss and comprehensive loss, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company incurred a loss of R$106.9 million during the year ended December 31, 2025, and as of that date, it had a working capital deficiency of R$348.5 million, and shareholders’ equity deficiency of R$154.8 million. These conditions, along with other matters set forth in Note 2, raises substantial doubt about the Company’s ability to continue operating as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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.
We conducted our audits 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/
We have served as the Company’s auditor since 2024.
April 30, 2026
F-2
Nvni Group Limited Consolidated Statement of Financial Position
As of December 31, 2025, and 2024
(In thousands of Brazilian reais, unless otherwise stated)
| Notes | 12/31/2025 | 12/31/2024 | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 7 | |||||||||||
| Trade accounts receivable, net | 8 | |||||||||||
| Short-term advances | ||||||||||||
| Tax recoverable | ||||||||||||
| Other current assets | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | 10 | |||||||||||
| Right-of-use assets, net | 10 | |||||||||||
| Intangible assets, net | 11 | |||||||||||
| Goodwill | 11 | |||||||||||
| Other non-current assets | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| LIABILITIES | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable to suppliers | 13 | |||||||||||
| Salaries and labor charges | 12 | |||||||||||
| Loans and financing | 13 | |||||||||||
| Debentures | 15 | |||||||||||
| Exposure premium liability | 15 | |||||||||||
| Lease liability | 10 | |||||||||||
| Income taxes payable | ||||||||||||
| Taxes, fees and contributions payable | ||||||||||||
| Deferred revenue | 20 | |||||||||||
| Deferred and contingent consideration on acquisitions | 5 and 6 | |||||||||||
| Related parties | 9 | - | ||||||||||
| Loans from investors | 14 | - | ||||||||||
| Other current liabilities | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Loans and financing | 13 | |||||||||||
| Loans from investors | 14 | |||||||||||
| Taxes and contributions payable | ||||||||||||
| Lease liability | 10 | |||||||||||
| Provisions for risks | 16 | |||||||||||
| Deferred taxes | 23 | |||||||||||
| Derivative warrant liabilities | 17 | |||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| SHAREHOLDERS’ DEFICIT | 17 | |||||||||||
| Share capital | ||||||||||||
| Capital reserves | ||||||||||||
| Accumulated losses | ( | ) | ( | ) | ||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||||||
| Total shareholders’ deficit, Equity attributable to owners | ( | ) | ( | ) | ||||||||
| Non-controlling interest | 17 | ( | ) | |||||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||||||
| Total liabilities and shareholders’ deficit | ||||||||||||
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
F-3
Nvni Group Limited Consolidated Statement of
Loss and Comprehensive
Loss for the years ended December 31, 2025, 2024 and 2023
(In thousands of Brazilian reais, unless otherwise stated)
| Notes | 12/31/2025 | 12/31/2024 | 12/31/2023 | |||||||||||||
| Net operating revenue | 20 | |||||||||||||||
| Cost of services provided | 21 | ( | ) | ( | ) | ( | ) | |||||||||
| Gross profit | ||||||||||||||||
| Sales and marketing expenses | 21 | ( | ) | ( | ) | ( | ) | |||||||||
| General and administrative expenses | 21 | ( | ) | ( | ) | ( | ) | |||||||||
| Impairment of goodwill | 11 | ( | ) | ( | ) | ( | ) | |||||||||
| Other operating (expenses) income, net | 21 | ( | ) | ( | ) | |||||||||||
| Listing expense | 21 | ( | ) | |||||||||||||
| Operating (loss) profit | ( | ) | ( | ) | ||||||||||||
| Financial income (expenses), net | 22 | ( | ) | ( | ) | ( | ) | |||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax, net | 23 | ( | ) | ( | ) | ( | ) | |||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Net (loss) gain attributed to: | ||||||||||||||||
| Owners of the Company | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-controlling interests | 17 | |||||||||||||||
| Loss per share | ||||||||||||||||
| Basic and diluted loss per share (R$) | 18 | ( | ) | ( | ) | ( | ) | |||||||||
| Other comprehensive loss: | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| Total other comprehensive loss | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||
The above consolidated statement of loss should be read in conjunction with the accompanying notes.
F-4
Nvni Group Limited Consolidated Statement of
Changes in
Equity for the years ended December 31, 2025, 2024 and 2023
(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, 2022 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||||
| Subscription rights | ||||||||||||||||||||||||||
| Provision for share-based payment | 19 | |||||||||||||||||||||||||
| Debt instruments converted to equity | ||||||||||||||||||||||||||
| Initial recognition of non-controlling interest | ( |
) | ( |
) | ||||||||||||||||||||||
| Distributions to non-controlling interest | ( |
) | ( |
) | ||||||||||||||||||||||
| Net loss representing total comprehensive loss for the year | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| Balance as of December 31, 2023 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| 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 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||||||||
| Provision for share-based payment | 19 | |||||||||||||||||||||||||||||
| Distributions to non-controlling interest | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Other comprehensive income | ( |
) | ||||||||||||||||||||||||||||
| Net loss representing total comprehensive loss for the year | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Balance as of December 31, 2024 | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Notes | Share Capital | Capital Reserves | Accumulated Losses | OCI | Attributable to owners of the parent | Non- controlling interests | Total Equity | |||||||||||||||||||||||
| Balances as of December 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||||||||
| Provision for share-based payment | 19 | |||||||||||||||||||||||||||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Disposal of subsidiary | ( | ) | ||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss representing total comprehensive loss for the year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance as of December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
F-5
Nvni Group Limited Consolidated Statement of
Cash Flows for
the years ended December 31, 2025, 2024 and 2023
(In thousands of Brazilian reais, unless otherwise stated)
| Notes | 2025 | 2024 | 2023 | |||||||||||||
| Cash flow from operating activities | ||||||||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Adjustments for: | ||||||||||||||||
| Depreciation and amortization | 10 and 11 | |||||||||||||||
| Treasury stock | ( | ) | ||||||||||||||
| Share-based payment expense | 19 | |||||||||||||||
| Adjustment in provision for risks | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest on loans, financing and debentures | 13, 14, and 15 | |||||||||||||||
| Interest on lease liabilities | 10 | |||||||||||||||
| Amendment to lease liability | ( | ) | ||||||||||||||
| Allowance for expected credit loss | 8 | ( | ) | |||||||||||||
| Write-offs accounts receivable | ||||||||||||||||
| Impairment of goodwill | 11 | |||||||||||||||
| Loss on disposal of assets | 10 | |||||||||||||||
| Deferred and contingent consideration adjustment | 5 and 6 | |||||||||||||||
| Employee bonus provision | ||||||||||||||||
| Fair value of derivative warrant liabilities | 17 | ( | ) | |||||||||||||
| Listing expense | 21 | |||||||||||||||
| Fair value of subscription rights | ( | ) | ||||||||||||||
| Write-off due to disposal of subsidiary | ||||||||||||||||
| Decrease (increase) in operating assets: | ||||||||||||||||
| Trade accounts receivable | 8 | ( | ) | ( | ) | |||||||||||
| Other assets | ( | ) | ( | ) | ||||||||||||
| Increase (decrease) in operating liabilities: | ||||||||||||||||
| Accounts payable to suppliers | ( | ) | ||||||||||||||
| Salaries and labor charges | 12 | ( | ) | |||||||||||||
| Taxes and fees | ( | ) | ||||||||||||||
| Deferred revenue | ) | ( | ) | |||||||||||||
| Other liabilities | 23 | ( | ) | ( | ) | |||||||||||
| Income taxes paid | ( | ) | ( | ) | ( | ) | ||||||||||
| Net cash from operating activities | ||||||||||||||||
| Cash flow from investing activities | ||||||||||||||||
| Cash payments to acquire property and equipment | 10 | ( | ) | ( | ) | ( | ) | |||||||||
| Cash payments to acquire intangibles | 11 | ( | ) | ( | ) | ( | ) | |||||||||
| Acquisition of subsidiaries – net of cash acquired | ( | ) | ||||||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||||||
| Financing activities | ||||||||||||||||
| Payment of principal loans and financing | 13 and 15 | ( | ) | ( | ) | ( | ) | |||||||||
| Interest paid | 13 and 15 | ( | ) | ( | ) | ( | ) | |||||||||
| Payment of principal portion of lease liabilities | 10 | ( | ) | ( | ) | ( | ) | |||||||||
| Proceeds from debentures, loans, and financing | 13, 14 and 15 | |||||||||||||||
| Capital increase | 17 | |||||||||||||||
| Proceeds on issuance of subscription rights | 17 | |||||||||||||||
| Distributions paid to non-controlling interest | ( | ) | ( | ) | ( | ) | ||||||||||
| Proceeds from investors and related party loans | ||||||||||||||||
| Payment of deferred and contingent consideration on acquisitions | 5 and 6 | ( | ) | ( | ) | ( | ) | |||||||||
| Net cash (used in) from financing activities | ( | ) | ||||||||||||||
| Exchange rate changes on cash and cash equivalents of foreign subsidiaries | ( | ) | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||||||||||
| Cash and cash equivalents at the beginning of the year | 7 | |||||||||||||||
| Cash and cash equivalents at the end of the year | 7 | |||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||||||||||
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
F-6
NVNI GROUP LIMITED
EXPLANATORY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, and 2023.
(Amounts expressed in thousands of reais—R$, except as otherwise indicated)
Note 1. Corporate and business information
Nvni Group Limited (“Nvni
Group” “Nuvini” or the “Company”) is a Cayman Island exempted limited liability company, incorporated on
Nvni Group is a holding company and conducts substantially all of its business through Nuvini S.A. and its acquired subsidiaries (collectively, the “Nuvini Acquired Companies”). For periods prior to February 26, 2023, the financial statements represent the results of operations of Nuvini S.A. and periods after February 26, 2023 represent the results of operations of Nvni Group. Nuvini and its subsidiaries, including the Nuvini Acquired Companies, will be referred to collectively herein as the “Group”.
Nuvini’s strategy is focused on acquiring and operating established companies in the business-to-business (“B2B”) software as a service (“SaaS”) market in Brazil and Latin America. Nuvini’s acquisition targets are generally profitable B2B SaaS companies with a consolidated business model, recurring revenue, positive cash generation and/or growth potential.
Nuvini’s business philosophy is to invest in established companies and foster an entrepreneurial environment that enables companies to become leaders in their respective industries, creating value through long-term partnerships with existing management teams and accelerating growth through improved commercial strategies, increased efficiency of internal processes and enhanced governance structures.
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 $
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.
F-7
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.
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 Held | Equity Held | |||||||
| Effecti Tecnologia Web LTDA. (“Effecti”) | % | % | ||||||||
| Leadlovers Tecnologia LTDA. (“Leadlovers”) | % | % | ||||||||
| Ipe Tecnologia LTDA. (“Ipe”) | % | % | ||||||||
| Dataminer Dados, Informacoes E Documentos LTDA (“Datahub”) | % | % | ||||||||
| Onclick Sistemas de Informacao LTDA. (“Onclick”) | % | % | ||||||||
| Simplest Software LTDA (“Mercos”) | % | % | ||||||||
| Smart NX | % | % | ||||||||
| Nuvini S.A | % | % | ||||||||
| Nuvini LLC | % | % | ||||||||
Smart NX
On January 25, 2023, and
amended on June 8, 2023, and August 1, 2023, Nuvini acquired
F-8
Deconsolidation of Smart NX
On January 25, 2023, the
Company acquired a
The deconsolidation was a strategic decision, following an internal assessment of Smart NX’s projected cash flow generation relative to the remaining acquisition cost. In addition, the Company reallocated its strategic focus and investment toward the adoption of artificial intelligence (AI) within its core operations and product development, which is more closely aligned with its long-term growth objectives.
As of the deconsolidation
date, Smart NX reported net income of R$
Upon discontinuation, the Company derecognized goodwill of R$
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, 2025, 2024, and 2023.
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.
Approval of Reverse Share Split
On October 3, 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 reduced the number of outstanding shares from
On March 20, 2025, the shareholders
of Nuvini approved by special resolution, that the Company shall 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$
F-9
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, 2026.
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, 2025, 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 currency (R$) and financial instruments are not typically used for hedging purposes.
As discussed in notes
13 and 15, the Company had current debt obligations outstanding of R$
On December 31, 2025 and
2024, the Company had cash and cash equivalents, including short-term investments, of R$
The Company has determined that these factors raise significant doubt about its ability to continue as a going concern.
F-10
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).
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 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$
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
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.
F-11
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.
F-12
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.
F-13
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, 2025, 2024, and 2023, 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.
F-14
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 Munddi.
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.
F-15
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, 2025 and 2024, 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 | ||
| Brands | ||
| Customer relationships | ||
| Non-competition agreements |
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.
F-16
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, 2025 and 2024, the average useful lives applied by the Group are the following:
| Category: | Useful life (years) | |||
| Machinery and equipment | ||||
| Furniture | ||||
| Computer and peripherals | ||||
| Facilities | ||||
| Vehicles | ||||
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. |
F-17
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.
F-18
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 2025, 2024 and 2023, 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, 2025, 2024 and 2023. 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.
F-19
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
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
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, 2025 and 2024, 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.
F-20
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, 2025, 2024, and 2023 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, 2025 and 2024, the Group maintained transactions with related parties. Information on related parties is described in note 9.
F-21
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, 2025, 2024 and 2023.
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, 2025, 2024 and 2023, 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.
F-22
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 21 |
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 | |
| IFRS 7 | ||
| IFRS 9 | ||
| IAS 28 | ||
| IFRS 18 | ||
| IFRS 19 |
Management does not expect the adoption of the following standards to have a material impact on the Group’s financial statements in future periods.
F-23
Note 5. Business Combination and Deferred and Contingent Considerations on Acquisitions
Business Combination
On May 15, 2025, the Company, completed the acquisition
of
The acquisition was accounted for as a business
combination under IFRS 3 – Business Combinations, using the acquisition method.
| Amount | ||||
| Purchase consideration: | ||||
| Cash paid at closing | ||||
| Fair value of contingent payment | ||||
| Total consideration transferred | ||||
The table below summarizes the fair values of acquired assets and liabilities assumed on the respective date of acquisition:
| Amount | ||||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
| Cash and cash equivalents | ||||
| Accounts receivable | ||||
| Brand | ||||
| Technology software | ||||
| Total - assets | ||||
| Labor obligations | ( | ) | ||
| Tax obligations | ( | ) | ||
| Loans and financing | ( | ) | ||
| Deferred tax | ( | ) | ||
| Total - liabilities | ( | ) | ||
| Goodwill | ||||
| Net assets acquired | ||||
The goodwill is attributed mainly to the skills and technical talent of the Company’s workforce and the synergies expected in the integration of the entity into the Group’s existing business. The carrying values of assets acquired and liabilities assumed, except for intangibles assets, approximates fair value on the date of the acquisition due to their nature and terms.
The Company incurred immaterial acquisition-related costs and revenue and profit contributions as of December 31, 2025. If the acquisition had occurred on January 1, 2025, management estimates that the combined entity would have reported immaterial pro forma revenue and net profit.
Deferred and Contingent Consideration on Acquisition
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.
F-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, 2025, and 2024 are detailed as follows:
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Current deferred and contingent consideration: | ||||||||
| Effecti | ||||||||
| Leadlovers | ||||||||
| Ipe | ||||||||
| Datahub | ||||||||
| Onclick | ||||||||
| Smart NX | ||||||||
| Munddi | ||||||||
| Total 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 on 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 on December 31, 2023 | ||||
| Payments | ( | ) | ||
| Interest | ||||
| Balance on December 31, 2024 | ||||
| Initial recognition of deferred and contingent consideration relating to acquisitions | ||||
| Payments | ( | ) | ||
| Interest | ||||
| Balance on December 31, 2025 |
F-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 |
| ● | 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
On October 8, 2023, the Company
made a payment of R$
Amendments to the deferred and contingent consideration on acquisitions arrangements were completed as follows:
Leadlovers—
As of December 31, 2025, the deferred and contingent consideration amounts to R$
Onclick— As
of December 31, 2025, the deferred and contingent consideration amounts to R$
Effecti— As
of December 31, 2025, the deferred and contingent consideration amounts to R$
F-26
Datahub— As
of December 31, 2025, the deferred and contingent consideration amounts to R$
Ipe— As of December
31, 2025, the deferred and contingent consideration totals R$
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 | 12/31/2025 | 12/31/2024 | |||||||||
| Financial liabilities: | ||||||||||||
| Derivative warrants (note 17) | Level 1 | |||||||||||
| Exposure premium - debentures (note 15) | Level 3 | |||||||||||
| Deferred consideration on acquisitions (note 5) | ||||||||||||
| Loans and financing (note 13) | ||||||||||||
| Debentures (note 15) | ||||||||||||
| 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 December 31, 2025, and 2024.
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 31, 2024 | ||||
| Additions | ||||
| Payments | ( | ) | ||
| Transfer of contingent consideration to Amortized Cost | ( | ) | ||
| Balance at December 31, 2024 | ||||
| Additions | ||||
| Payments | ||||
| Transfer of contingent consideration to Amortized Cost | ||||
| Balance at December 31, 2025 |
F-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.
| Valuation technique | Significant unobservable input | Relationship of inputs to fair value | ||||
| Contingent consideration on acquisitions | ||||||
| Exposure premium | ||||||
| Subscription rights |
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, 2025, 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
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, 2025 and 2024, is immaterial.
F-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).
| 12/31/2025 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Other liabilities | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures(i) | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Lease liabilities | ||||||||||||
| Total | ||||||||||||
| 12/31/2024 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Other liabilities | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures(i) | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Lease liabilities | ||||||||||||
| Related parties | ||||||||||||
| Total | ||||||||||||
| (i) |
| Less than 1 year |
1 to 3 years |
3 to 5 years |
Total Liabilities |
|||||||||||||
| Debentures | ||||||||||||||||
F-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, 2025. The
For the analysis of interest
rate sensitivity of financial investments, the “probable” scenario below represents the impact on financial investments as
of December 31, 2025, and 2024, considering the projected forecast of the CDI rate and reflects management’s best estimates. The
CDI rate as of December 31, 2025, is
Estimating an increase or
a decrease of (i) projected forecast, (ii)
| Scenario I | Scenario II | Scenario III | ||||||||||
| (Probable) (ii) | +/-25% | +/-50% | ||||||||||
| Potential net effect on profit or loss | ( | ) | ||||||||||
| Exposure | Scenario I | Scenario II | Scenario III | |||||||||||||||||
| Indicators | 12/31/2025 | Spot rates (i) | (Probable) (ii) | +/-25% | +/-50% | |||||||||||||||
| Assets | % | % | % | % | ||||||||||||||||
| Short-term investments— | ( | ) | ||||||||||||||||||
| Exposure to CDI—Assets | ( | ) | ||||||||||||||||||
| Liability | % | % | % | % | ||||||||||||||||
| Debentures— | ( | ) | ( | ) | ||||||||||||||||
| Exposure to CDI—Liabilities | ( | ) | ( | ) | ||||||||||||||||
| Net exposure | ( | ) | ( | ) | ||||||||||||||||
| (i) |
| (ii) |
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.
F-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, 2025, and 2024, 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, 2025,
the Group had a net negative working capital in the amount of R$
| 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$ |
| 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 operating revenue greater than or equal
to
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.
F-31
Note 7. Cash and cash equivalents
The components of cash and cash equivalents at December 31, 2025, and 2024 are as follows:
| 12/31/2025 | 12/31/2024 | |||||||
| 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
Trade accounts receivable are amounts due from customers for services performed in the ordinary course of business.
| 12/31/2025 | 12/31/2024 | |||||||
| Trade accounts receivable | ||||||||
| Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Trade accounts receivable, net | ||||||||
The balance of trade accounts
receivable includes contract assets totaling R$
As of December 31, 2023, the balance of trade accounts receivable, net was R$
The following table shows the change in allowance for expected credit losses:
| As of January 1, 2023 | ( | ) | ||
| Allowance recorded during the year | ( | ) | ||
| Reversal of provision | ||||
| As of December 31, 2023 | ( | ) | ||
| Allowance recorded during the year | ( | ) | ||
| As of December 31, 2024 | ( | ) | ||
| Allowance recorded during the year | ( | ) | ||
| Reversal of provisions | ||||
| As of December 31, 2025 | ( | ) |
The trade accounts receivables by aging category are distributed as follows:
| 12/31/2025 | 12/31/2024 | |||||||
| Aging list: | ||||||||
| Current | ||||||||
| Due up to 30 days | ||||||||
| Due from 30 to 60 days | ||||||||
| Due from 60 to 90 days | ||||||||
| Overdue from 90 to 180 days | ||||||||
| Overdue over 180 days | ||||||||
| Total | ||||||||
F-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
The loan balances outstanding for the year ended December 31, 2025, and 2024 are as follows:
| 2025 | 2024 | |||||||
| Related party loan—José Mário(i) | ||||||||
| Total loans from related parties | ||||||||
| (i) |
Pierre Schurmann Investment Agreement
On December 4, 2025, the
Company and its Founder and Chief Executive Officer Pierre Schurmann entered into a binding investment agreement to invest $
Mr. Schurmann is currently working to obtain the financing to conclude his investment. While the process has taken longer than initially anticipated, the parties continue to work diligently toward its completion. The Company will provide further updates in due course. There is no guarantee that Mr. Schurmann will be able to obtain the required financing nor that his investment will be completed.
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, 2025, 2024 and 2023 is summarized as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Short-term compensation (including salary) | ||||||||||||
| Short-term employee benefits | ||||||||||||
| Termination benefits | ||||||||||||
| Share-based compensation | ||||||||||||
| Total | ||||||||||||
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.
In agreement with the Nuvini
S.A. share subscription option granting plan, in the event of a Liquidity Event, as defined in the Plan,
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, 2025, 2024 and 2023. For more information regarding share-based compensation awards see note 19.
F-33
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, 2025 | ||||||||||||||||||||||||||||||||
| Machinery and Equipment | Furniture | Computers and Peripherals | Facilities | Work in Progress | Leasehold Improvements | Right- of-Use Asset | Total | |||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||
| At January 1 | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| At December 31 | ||||||||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||
| At January 1 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Disposals | ||||||||||||||||||||||||||||||||
| At December 31 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net amount | ||||||||||||||||||||||||||||||||
| Depreciation period (in years) | ||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| At December 31 | ||||||||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||
| At January 1 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Disposals | ||||||||||||||||||||||||||||||||
| At December 31 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net amount | ||||||||||||||||||||||||||||||||
| Depreciation period (in years) | ||||||||||||||||||||||||||||||||
F-34
Right-of-use asset and lease liabilities
The Group leases commercial
office space under rental agreements with terms that range between
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 31, 2024 | ||||
| Additions | ||||
| Amortization | ( | ) | ||
| Disposals | ||||
| Balance as of December 31, 2024 | ||||
| Additions | ||||
| Amortization | ( | ) | ||
| Disposals | ( | ) | ||
| Balance as of December 31, 2025 | ||||
| Lease liabilities: | ||||
| Balance as of January 31, 2024 | ||||
| Interest accrued | ||||
| Additions | ||||
| Consideration paid | ( | ) | ||
| Remeasurement | ||||
| Balance as of December 31, 2024 | ||||
| Interest accrued | ||||
| Additions | ||||
| Consideration paid | ( | ) | ||
| Disposals | ( | ) | ||
| Cancellations | ( | ) | ||
| Remeasurement | ||||
| Balance as of December 31, 2025 | ||||
F-35
The following provides information regarding the timing of future contractual lease payments at December 31, 2025, and 2024:
| 2025 | 2024 | |||||||
| Amounts payable under leases: | ||||||||
| Up to 1 year | ||||||||
| From 2 to 3 years | ||||||||
| Less: Interest to be appropriated | ( | ) | ( | ) | ||||
| Present value of lease liabilities | ||||||||
Note 11. Intangible assets, net
The changes in the carrying amount of goodwill and intangible assets for the years ended December 31, 2025, 2024, and 2023 were as follows:
| December 31, 2025 | ||||||||||||||||||||||||
| Technology software | Brands | Customer relationships | Non- competition agreements | Goodwill | Total | |||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| Balance as of January 1, 2025 | ||||||||||||||||||||||||
| Additions by acquisition | ||||||||||||||||||||||||
| Additions by internal development | ||||||||||||||||||||||||
| Write-off due to discontinued subsidiary operation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Impairment of goodwill | ( | ) | ( | ) | ||||||||||||||||||||
| Balance as of December 31, 2025 | ||||||||||||||||||||||||
| Accumulated Amortization: | ||||||||||||||||||||||||
| Balance as of January 1, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Amortization for the period | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Impairment of CGU | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Disposals due to discontinued subsidiary operation | ||||||||||||||||||||||||
| Balance as of December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Intangible assets, net as of December 31, 2025 | ||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||
| Technology software | Brands | Customer relationships | Non- competition agreements | Goodwill | Total | |||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| Balance as of January 1, 2024 | ||||||||||||||||||||||||
| Additions by internal development | ||||||||||||||||||||||||
| Impairment of goodwill | ( | ) | ( | ) | ||||||||||||||||||||
| Balance as of December 31, 2024 | ||||||||||||||||||||||||
| Accumulated Amortization: | ||||||||||||||||||||||||
| Balance as of January 1, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Amortization for the period | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance as of December 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Intangible assets, net as of December 31, 2024 | ||||||||||||||||||||||||
F-36
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, 2025, 2024, and 2023, there were 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
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
As of December 31, 2023,
the Company recorded impairment totaling R$
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$
The Company evaluated
each CGU for impairment as of December 31, 2025, and identified three CGUs with indicators of impairment due to their carrying
values being greater than their recovery values; Leadlovers, Munddi and Onclick. The carrying values of Leadlovers, Munddi and
OnClick as of December 31, 2025, were R$
F-37
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, 2025 and 2024, were as follows:
| 2025 | 2024 | |||||||
| Wages payable | ||||||||
| Accrued labor benefits | ||||||||
| Labor taxes | ||||||||
| Total salaries and labor charges | ||||||||
Note 13. Loans and financing
The outstanding balance of loans and financing at December 31, 2025 and 2024 are summarized as follows:
| Years ended December 31, | ||||||||||||||
| Interest Rate | Maturity | 2025 | 2024 | |||||||||||
| Loans: | ||||||||||||||
| Itau Bank | ||||||||||||||
| Itau Bank | ||||||||||||||
| Bradesco Bank | ||||||||||||||
| Santander Bank | ||||||||||||||
| Bradesco Bank | ||||||||||||||
| Bossa Nova | CDI – | |||||||||||||
| Total | ||||||||||||||
| Current | ||||||||||||||
| Non-current | ||||||||||||||
Per the terms of the bank loan agreements, the institution may consider the loan to be due early in the case of certain events such as corporate reorganization or change of control. As of the date of these financial statements, there have been no calls for early maturity of the loans.
The amounts recorded in non-current liabilities for the years ended December 31, 2025, and 2024 have the following maturity schedule:
| Years ended December 31, | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Non-current liabilities | ||||
The following is a summary of loan activity for the years ended December 31, 2025, 2024, and 2023:
| Balance as of January 1, 2024 | ||||
| Additions | ||||
| Interest accrual | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| Balance as of December 31, 2024 | ||||
| Additions | ||||
| Interest accrual | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| Balance as of December 31, 2025 |
F-38
Accounts payable to suppliers
The breakdown of Trade and other payables is as follows:
| 12/31/2025 | 12/31/2024 | |||||||
| Suppliers- National and foreign | ||||||||
| Trade accounts payable | ||||||||
Note 14. Loans from investors
In 2024, the Company entered into
| As of January 1, 2024 | ||||
| Additions | ||||
| Interest accrual | ||||
| As of December 31, 2024 | ||||
| Additions | ||||
| Payments | ( | ) | ||
| Interest accrual | ||||
| As of December 31, 2025 |
Note 15. Debentures
On May 14, 2021, the Group
issued
F-39
The debentures were initially
recognized at fair value, net of R$
The following is a summary of activity related to the debentures for the years ended December 31, 2025 and , 2024:
| As of January 1, 2024 | ||||
| Interest incurred | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of December 31, 2024 | ||||
| Interest incurred | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of December 31, 2025 |
Collateral and guarantees
As of December 31, 2025, all the shares representing the share capital of the subsidiaries Effecti, Leadlovers and Onclick were pledged as collateral for the debentures.
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.
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 operating revenue greater than or equal to
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 operating revenue to
F-40
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.
As of December 31, 2025, the Company was compliant with the debt service coverage index covenant, as the calculated index was 5.1x which is more than the 4.0x targeted threshold.
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
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.
| Liquidity Event Date or Early Redemption Date | Cap Applied to Total Debentures Outstanding (%) | |||
| From May 14, 2023 (inclusive) to May 14, 2024 (exclusive) | % | |||
| From May 14, 2024 (inclusive) to May 14, 2031 | % | |||
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, 2025 and
2024, the fair value of the Exposure Premium was R$
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.
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The provision liability for
the years ended December 31, 2025 and 2024, were recorded for labor and tax contingencies in connection with recognition of Company acquisitions.
After the acquisitions, due to the increase in employee headcount, the Group established a provision for the related employee labor risk
of the acquired workforce related to an infraction notice for the period 2017 to 2022, whose tax authority understands that the Brazilian
Municipal Service Tax (“ISS”) due would be
The provision activity for the years ended December 31, 2025 and 2024, is as follows:
| At January 1, 2024 | ||||
| Reversal of provision | ( | ) | ||
| Provision recorded during the period | ||||
| At December 31, 2024 | ||||
| Reversal of provision | ( | ) | ||
| Provision recorded during the period | ||||
| At December 31, 2025 |
Contingent liabilities
The Group is party to a number
of claims, assessments and legal proceedings in the normal course of business.
| 2025 | 2024 | |||||||
| Civil | ||||||||
| Labor | ||||||||
| Tax | ||||||||
| Total | ||||||||
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. On March 17, 2026, Nuvini received a notice from SF TBG I - Fundo de Investimentos em Participações em Empresas Emergentes Ltda. (the “Seller”) alleging that Nuvini has breached certain provisions of the Offer Letter, relating to the proposed acquisition of MK Solutions by Nuvini. Nuvini disputes the Seller’s allegations and believes that it has complied in all material respects with its obligations under the Offer Letter. No amounts have been accrued for any potential losses under this matter, as we cannot reasonably estimate any potential loss.
F-42
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, 2023 | ||||
| Shares issued(i) | ||||
| Subtotal | ||||
| Acquisition of Nvni Group Limited(*) | ||||
| As of December 31, 2023 | ||||
| As of January 1, 2024 | ||||
| Shares issued | ||||
| As of December 31, 2024 | ||||
| As of January 1, 2025 | ||||
| Shares issued | ||||
| As of December 31, 2025(**) | ||||
| (i) |
| * |
| ** |
F-43
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
Upon the completion of the
SPAC Merger, there are
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, 2025, which was
R$
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
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, 2025, which was R$
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The Group has recognized the following warrant obligations:
| 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 December 31, 2024 | ||||||||||||
| Change in fair value | ||||||||||||
| Balance at December 31, 2025 | ||||||||||||
Non-controlling Interest
The Company’s non-controlling interests include Mercos for the periods as of December 31, 2023 and beyond, and Smart NX, for the periods as of December 31, 2024 and 2023, Companies whose operations are based in Brazil.
Prior to November 16, 2022,
the Company reflected a
The renegotiated terms also
granted a call option for the Company to buy the
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 | 2025 | 2024 | 2023 | |||||||||
| Non-controlling interest | % | % | % | |||||||||
| Current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Current liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Non-current liabilities | ( | ) | ( | ) | ( | |||||||
| Summarized statement of profit and loss | ||||||||||||
| Revenue | ||||||||||||
| Expenses | ( | ) | ( | ) | ( | ) | ||||||
| Profit (loss) for the year | ||||||||||||
| Profit (loss) attributable to owners of the Company | ||||||||||||
| Profit (loss) attributable to the non-controlling interests | ||||||||||||
F-45
| Summarized statement of financial position | ||||
| 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 December 31, 2024 | ||||
| Share of profit for the year | ||||
| Payment of dividends | ( | ) | ||
| At December 31, 2025 | ||||
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
On May 8, 2025, the Company and Smart NX mutually agreed to terminate the acquisition agreement under which the Company held a controlling interest, retaining no investment in Smart NX. As a result, the Company lost control over Smart NX and deconsolidated the subsidiary effective as of that date.
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 | 2025 | 2024 | 2023 | |||||||||
| Non-controlling interest | % | % | % | |||||||||
| Current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Current liabilities | ( | ) | ( | ) | ||||||||
| Non-current liabilities | ( | ) | ( | ) | ||||||||
| Summarized statement of profit and loss | ||||||||||||
| Revenue | ||||||||||||
| Expenses | ( | ) | ( | ) | ( | ) | ||||||
| Profit (loss) for the year | ( | ) | ||||||||||
| Profit (loss) attributable to owners of the Company | ( | ) | ||||||||||
| Profit (loss) attributable to the non-controlling interests | ( | ) | ||||||||||
| Summarized statement of financial position | ||||
| 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 | ||||
| Payment of dividends | ( | ) | ||
| At December 31, 2024 | ||||
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Profit reserves
Legal Reserve
In accordance with Brazilian
corporate law, the Company is required to allocate
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, 2025, 2024, and 2023, 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
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 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
As the Group was in a net loss position as of December 31, 2025, 2024, and 2023, dividends were declared or paid.
F-48
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, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average shares outstanding—basic and diluted | ||||||||||||
| Net loss per ordinary share—basic and diluted | ( | ) | ( | ) | ( | ) | ||||||
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, 2025, 2024, and 2023, 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, 2025,
2024, and 2023, the Company had , and
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 years ended December 31, 2025 and 2024. The key assumptions used for options granted during the years ended December 31, 2023 were as follows:
| 2023 | ||
| Exercise price | R$ | |
| Fair value of common share | R$ | |
| Volatility | ||
| Risk-free interest rate | ||
| Dividend yield | ||
| Expected option life |
F-49
Expected volatility was determined using historical and implied stock price volatility from guideline companies, adjusted for size and leverage. options were granted during the years ended December 31, 2025 and 2024.
The number and weighted average exercise price of share options were as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||
| Forfeited/canceled | ( | ) | ( | ) | ||||||||||||||||||||
| Exercised | ( | ) | ||||||||||||||||||||||
| Conversion of stock option subject to conversion ratio(i) | ||||||||||||||||||||||||
| Outstanding at December 31 | ||||||||||||||||||||||||
| Exercisable at the end of the year | ||||||||||||||||||||||||
As of December 31, 2023,
there were
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
F-50
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, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||
| Gross operating revenue | ||||||||||||
| Revenue deductions: | ||||||||||||
| Cancellations and returns | ( | ) | ( | ) | ( | ) | ||||||
| Taxes on services | ( | ) | ( | ) | ( | ) | ||||||
| Total revenue deductions | ( | ) | ( | ) | ( | ) | ||||||
| Net operating revenue | ||||||||||||
Disaggregation of net operating revenue for the years ended December 31, 2025, 2024 and 2023 is as follows:
| 2025 | 2024 | 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.
The contract asset activity as of December 31, 2025, and 2024, is as follows:
| At January 1, 2024 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| Increase from changes based on work in progress | ||||
| At December 31, 2024 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| Increase from changes based on work in progress | ||||
| At December 31, 2025 |
F-51
The deferred revenue activity as of December 31, 2025, and 2024, is as follows:
| At January 1, 2024 | ||||
| Increase in deferred revenue in the current year | ||||
| Revenue recognized during the current year | ( | ) | ||
| At December 31, 2024 | ||||
| Increase in deferred revenue in the current year | ||||
| Revenue recognized during the current year | ( | ) | ||
| At December 31, 2025 |
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, 2025, 2024 and 2023 are as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Payroll | ( | ) | ( | ) | ( | ) | ||||||
| Third-party services and others | ( | ) | ( | ) | ( | ) | ||||||
| Business and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Amortization | ( | ) | ( | ) | ( | ) | ||||||
| Impairment of goodwill | ( | ) | ( | ) | ( | ) | ||||||
| Audit and consulting | ( | ) | ( | ) | ( | ) | ||||||
| Other administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Provisions | ||||||||||||
| Fair value of derivative warrant liabilities | ||||||||||||
| Listing Expense(i) | ( | ) | ||||||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||
| Cost of services provided | ( | ) | ( | ) | ( | ) | ||||||
| Sales and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Listing expense | ( | ) | ||||||||||
| Impairment of goodwill | ( | ) | ( | ) | ( | ) | ||||||
| Other operating (expenses) income, net | ( | ) | ( | ) | ||||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||
| (i) | Listing Expense |
F-52
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$(
| (in thousands of R$) | ||||
| Fair value of equity instruments issued to acquire Mercato | ||||
| Net assets of Mercato as of June 30, 2023 | ||||
| Less: Mercato’s transaction costs | ( | ) | ||
| Adjusted net assets/(liabilities) of Mercato as of June 30, 2023 | ||||
| IFRS 2 charge for listing services | ( | ) | ||
Note 22. Financial income and expense, net
The financial income and expense, net for the years ended December 31, 2025, 2024 and 2023, is composed of the following:
| 2025 | 2024 | 2023 | ||||||||||
| Financial income: | ||||||||||||
| Income on financial investments | ||||||||||||
| Interest income | ||||||||||||
| Discounts obtained | ||||||||||||
| Subscription rights fair value adjustment | ||||||||||||
| Exchange variation (foreign exchange profit) | ||||||||||||
| Total | ||||||||||||
| Financial expenses: | ||||||||||||
| Contingent consideration fair value adjustments(i) | ( | ) | ||||||||||
| Interest on contingent consideration | ( | ) | ( | ) | ||||||||
| Earnout penalty | ( | ) | ( | ) | ||||||||
| Interest on loans, financing and debentures | ( | ) | ( | ) | ( | ) | ||||||
| Other interest and expense | ( | ) | ( | ) | ( | ) | ||||||
| Exchange variation (foreign exchange losses) | ( | ) | ( | ) | ( | ) | ||||||
| Exposure premium expense | ( | ) | ||||||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||
| Financial income and expense, net | ( | ) | ( | ) | ( | ) | ||||||
| (i) |
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
F-53
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, 2025, 2024, and 2023, is as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||
| Income tax credit at the combined rate of | ||||||||||||
| Adjustments for the demonstration of the effective rate: | ||||||||||||
| Non-deductible expenses | ||||||||||||
| Unrecognized tax loss carryforwards and temporary differences(i) | ( | ) | ( | ) | ( | ) | ||||||
| Deferred tax liability expenses from identifiable assets acquired of businesses | ||||||||||||
| Research and development tax benefit | ||||||||||||
| Other | ( | ) | ||||||||||
| Income tax recorded in the income for the year | ( | ) | ( | ) | ( | ) | ||||||
| Current tax | ( | ) | ( | ) | ( | ) | ||||||
| Deferred tax | ||||||||||||
| Effective tax rate | % | % | % | |||||||||
| (i) |
F-54
Deferred tax liability
As of December 31, 2025 and 2024, deferred tax liabilities are recognized
for the temporary differences between the book and tax basis of intangible assets recorded in connection with business combinations in
the amount of R$
Note 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
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
For the years ended December
31, 2025, 2024, and 2023, the Group generated
The Company’s non-current assets are entirely located in Brazil as of December 31, 2025 and 2024.
F-55
Note 25. Supplementary items to the cash flow
In the years ended December 31, 2025, 2024, and 2023, the Group recorded the following non-cash transactions:
| Note | 2025 | 2024 | 2023 | |||||||||||||
| Recognition of lease right-of-use asset in exchange for lease liabilities: | ||||||||||||||||
| Right-of-use assets, net | 10 | |||||||||||||||
| Lease liability | 10 | ( | ) | ( | ) | ( | ) | |||||||||
| Business Combination – Smart NX | ||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||
| Trade accounts receivable, net | ||||||||||||||||
| Other current assets | ||||||||||||||||
| Other non-current assets | ||||||||||||||||
| Property and equipment, net | ||||||||||||||||
| Right-of-use assets, net | ||||||||||||||||
| Intangible Assets | ||||||||||||||||
| Goodwill | ||||||||||||||||
| Accounts payable to suppliers | ( | ) | ||||||||||||||
| Salaries and labor charges | ( | ) | ||||||||||||||
| Loans and financing | ( | ) | ||||||||||||||
| Lease liability | ( | ) | ||||||||||||||
| Taxes, fees and contributions payable | ( | ) | ||||||||||||||
| Other current liabilities | ( | ) | ||||||||||||||
| Deferred and contingent consideration on acquisitions | ( | ) | ||||||||||||||
| Deferred taxes | ( | ) | ||||||||||||||
| Capital increase through the payment of subscription rights: | ||||||||||||||||
| Capital reserves | ||||||||||||||||
| Share capital | ||||||||||||||||
| Subscription rights | ( | ) | ||||||||||||||
| Loans from investors | ( | ) | ||||||||||||||
| Loan premium | 14 | ( | ) | |||||||||||||
| Conversion of deferred and contingent consideration to capital shares: | ||||||||||||||||
| Deferred and contingent consideration | 5 and 6 | ( | ) | |||||||||||||
| Capital reserve | 5 and 6 | |||||||||||||||
| Conversion of loans from related parties to capital shares: | ||||||||||||||||
| Loans from related parties | 9 | ( | ) | |||||||||||||
| Capital reserve | ||||||||||||||||
Note 26. Subsequent events
Beyondsoft Acquisition
On April 3, 2026, Nuvini
entered into a Share Purchase Agreement (the “SPA”) with Beyondsoft International (Singapore) Pte. Ltd. (the “Seller”)
to acquire
The Target Group provides IT consulting and services, with operations conducted through several subsidiaries including Beyondsoft Consulting Inc. (United States), Beyondsoft Consulting (UK) Limited (United Kingdom), Beyondsoft Technology Brasil Limitada (Brazil), BeyondExpect Technology Costa Rica Sociedad Anonima (Costa Rica), and Beyondsoft (Suzhou) Co., Ltd. (China).
The agreed enterprise value
for the entire Target Group is US$
The Final Purchase Price is subject to a post-closing adjustment mechanism based on the actual net working capital and net debt of the Target Group as of the Closing Date.
The Final Purchase Price
is payable in two installments: (i)
F-56
As security for the payment of the Final Purchase Price and accrued interest, the Company will pledge all of the Sold Shares to the Seller pursuant to a Share Charge Agreement to be executed at Closing.
The completion of the acquisition is subject to several conditions precedent, including: (i) approval by the shareholders of Beyondsoft Corporation, the ultimate parent of the Seller; (ii) completion of the pre-closing restructuring of the Target Group; (iii) the assignment to a Target Group Company of the Master Services Agreement between Beyondsoft Corporation and Microsoft Corporation, or the entrance into a similar agreement; and (iv) execution of a definitive Shareholders Agreement based on the agreed key terms. If the conditions are not satisfied by the Outside Date (approximately October 3, 2026), either party may terminate the SPA.
The Seller retains a
As at the date of authorization of these financial statements, the acquisition has not yet closed. The initial accounting for the business combination is therefore incomplete, and the Company is unable to provide certain disclosures ordinarily required by IFRS 3 Business Combinations, including:
| ● | the acquisition-date fair value of the total consideration transferred; | |
| ● | the amounts recognized at the acquisition date for each major class of assets acquired and liabilities assumed; | |
| ● | the amount of goodwill or gain on a bargain purchase; | |
| ● | a description of the factors that make up any goodwill recognized; | |
| ● | the fair value and gross contractual amounts of acquired receivables; | |
| ● | the amount of the non-controlling interest in the acquiree; | |
| ● | pro forma revenue and profit or loss of the combined entity as if the acquisition had been completed at the beginning of the reporting period. |
The primary reasons for the acquisition include expanding the Company’s capabilities in the IT consulting and services sector, diversifying its revenue base across multiple geographies, and leveraging an established relationship with a major technology customer.
This event is a non-adjusting event after the reporting period. Accordingly, no adjustments have been made to the consolidated financial statements as at December 31, 2025.
Nuvini estimates transaction
costs related to this acquisition will amount to approximately US$
F-57
Exhibit 2.20
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Nvni Group Limited (the “Company”) has the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”):
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Ordinary shares, par value $0.0001per share | NVNI | The Nasdaq Stock Market LLC (Nasdaq Capital Market) | ||
| Warrants to purchase ordinary shares, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 | NVNIW | The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Description of Ordinary Shares
Item 9.A.3 Pre-emptive rights
No rights of pre-emption, first or last refusal, drag-along or tag-along shall attach to any ordinary shares.
Item 9.A.5 Type and class of securities
Each ordinary share has a par value of US$0.0001 each. The number of ordinary shares issued and outstanding as of the last day of each fiscal year is provided on the cover of the annual report on Form 20-F filed for such fiscal year (the “Form 20-F”) of our company.
Item 9.A.6 Limitations or qualifications
Not applicable
Item 9.A.7 Other rights
Not applicable.
Item 10.B Memorandum and Articles of Association (the “Articles”)
Item 10.B.3 Shareholder rights
Dividends
Subject to the Companies Act of the Cayman Islands (the “Companies Act”) and the Articles, the Directors may declare and/or pay Dividends and distributions on shares in issue and entitled to receive such Dividends and authorise payment of the Dividends or distributions out of the funds of the Company lawfully available therefore. 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. Unless the Directors resolve that a Dividend shall be a final dividend, any Dividend shall be deemed an interim Dividend and consequently may be cancelled by the Directors at any time before the date of payment of such Dividend.
Voting Rights
Subject to the Articles and to any rights or restrictions for the time being attached to any class or classes of shares in the capital of the Company, every Member holding an ordinary share and present in person or represented by proxy at a general meeting of the Company shall have one vote for each ordinary share registered in such Member’s name in the Register of Members. No cumulative voting shall be allowed.
Rights Upon Dissolution or Liquidation
Subject to any rights or restrictions for the time being attached to any class of shares in the capital of the Company, 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; |
| (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. |
Redemption or Sinking Fund Provisions
Shares are not redeemable.
Item 10.B.4 Changes to shareholder rights
In accordance with the Companies Act and the Articles, a change in the rights of holders of a specific class of shares in the capital of the Company would require a special resolution of Members holding that class or, if such change was to apply to all classes of issued shares in the capital of the Company, a resolution of all Members holding shares in the capital of the Company. A special resolution will be passed unanimously in writing or by a two thirds majority of the votes cast at a quorate and duly called general meeting of the Members.
Item 10.B.6 Limitations
Not applicable.
Item 10.B.7 Change in control
The Articles do not contain any change of control limitations with respect to a merger, acquisition or corporate restructuring that involves the Company.
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Item 10.B.8 Disclosure of shareholdings
Such disclosures will only be required per the Articles if required 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 applicable exchange, or to ensure compliance by any person with any anti-money laundering legislation in any relevant jurisdiction.
Item 10.B.9 Differences in the law
We are incorporated under, and are governed by, the laws of the Cayman Islands. The Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales, but does not follow many recent English law statutory enactments. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us.
Mergers and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a declaration as to the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provide the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
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Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent 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 a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| ● | the statutory provisions as to the required majority vote have been met; |
| ● | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
| ● | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| ● | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of a dissenting minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved, or if a tender offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights equivalent to certain U.S. States laws, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders’ Suits. In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a minority shareholder to commence a class action against or derivative actions in the name of the company to challenge actions where:
| ● | a company acts or proposes to act illegally or ultra vires; |
| ● | the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
| ● | those who control the company are perpetrating a “fraud on the minority.” |
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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 memorandum and 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. Our amended and restated memorandum and articles of association provide that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officers, other than by reason of such person’s willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
Directors’ Fiduciary Duties. As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party, and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care.
Shareholder Action by Written Consent. The Companies Act and our amended and restated articles of association provide that our shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals. The Companies Act provide shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our amended and restated articles of association allow our shareholders holding in aggregate not less than 15% of the par value of all issued shares to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders’ meeting, our amended and restated articles of association does not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings not called by such shareholders. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings however our amended and restated articles of association require us to.
Cumulative Voting. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our amended and restated articles of association do not provide for cumulative voting.
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Removal of Directors. Under our amended and restated articles of association, 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 (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. Any directors which Heru is not entitled to appoint may be appointed and removed by Ordinary Resolution. A director may also be removed pursuant to a list of other circumstances in our amended and restated articles of association, including if such director becomes prohibited from acting by law, he is ruled unfit to so act, etc.
Transactions with Interested Shareholders. Cayman Islands law does not regulate transactions between a company and its significant shareholders, the directors of the Company are however required to comply with fiduciary duties which they owe to the Company under Cayman Islands laws, including the duty to ensure that, in their opinion, any such transactions must be entered into bona fide in the best interests of the company, and are entered into for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act and our amended and restated articles of association, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.
Variation of Rights of Shares. See Item 10.B.4 above.
Amendment of Governing Documents. Under the Companies Act and our amended and restated memorandum and articles of association, our memorandum and articles of association may only be amended by a special resolution of our shareholders.
Exempted Company. 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 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 that an exempted company:
| ● | does not have to file an annual return of its shareholders with the Registrar of Companies; |
| ● | is not required to open its register of members for inspection; |
| ● | does not have to hold an annual general meeting; |
| ● | may issue shares or shares with no par value; |
| ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
6
| ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| ● | may register as a limited duration company; and |
| ● | 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 that shareholder’s shares of the company.
Item 10.B.10 Changes in capital
The requirements imposed by the Articles governing changes in capital are not more stringent than is required by law.
Item 12.A Debt Securities
Not applicable.
Item 12.B Warrants and Rights
Not applicable.
Item 12.C Other Securities
Not applicable.
Item 12.D American Depositary Shares
Not applicable.
Description of Warrants
Securities Issuable Upon Exercise of the Public Warrants
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 11,500,000 are public warrants (“Public Warrants”) listed on NASDAQ and 11,550,000 are private placement warrants held by certain former Mercato shareholders.
Exercisability
The Public Warrants became exercisable on October 29, 2023, have an exercise price of $11.50 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, 2025, which was R$0.07 per share.
Listing
Nuvini Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “NVNIW”.
Description of Class FF Shares
In March 2025, we amended our amended and restated memorandum and articles of association to create a new class of super voting shares designated as Class FF shares. On March 27, 2025, Nuvini 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 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.
7
Exhibit 8.1
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 | |
| Nuvini Holdings Limited | Cayman Islands | |
| Nvini Intermediate 1 Limited | Cayman Islands | |
| Nvini Intermediate 2 Limited | Cayman Islands | |
| Nuvini Merger Sub, Inc. | United States | |
| Mercato Partners Acquisition Corporation | United States |
Exhibit 11.1
Code of Ethics
What is this Code of Ethics?
This Code of Ethics (the “Code”) establishes the ethical standards to be adopted among all employees of Nvni Group Limited (“the Company”) and its subsidiaries (together with the Company, the “Group”) and shall be applied in conjunction with the other regulations and internal norms of the Group.
This Code was approved by the Board of Directors of the Company in a meeting held on September 29, 2023 and is applicable to all employees of the Group, who must read this Code and sign, prior to their employment and annually thereafter
Clients, suppliers and service providers of the Group will have a clause in their contracts stating a commitment to observe and enforce the rules of this Code and its corresponding standards.
The standards, principles and recommendations written in this document represent our values, our commitment to the law and the best corporate governance practices. What is written here will be widely disseminated and shared among all employees of the Group, including its partners, shareholders, investors, board members, employees and interns, regardless of anyone’s position, role or tenure. Anyone representing the Group must abide by this Code.
This Code only includes the ethical standards to be adopted by employees and is not intended to include all the rules and conduct guidelines that we expect from employees.
However, if you have any questions regarding this Code, you can consult our corporate governance guidelines, which are available at www.nuvini.com.br. If necessary, do not hesitate to ask your manager or the Company’s Chief Financial Officer.
Failure to comply with this Code may result in punishments ranging from counseling and training to verbal warnings, suspension or even termination for cause. If you believe that the Group or any of its employees are violating any law, regulation or ethics, please report it to the Chief Financial Officer.
Who is subject to the Code?
All directors, officers, employees, suppliers, administrators, representatives, service providers, and other business partners of the Group, should be a parameter for all decisions and actions developed in the business environment and directly or indirectly related to the Group, within the scope of their functions and competencies, while at the service of the Group, whether in internal or external relations, they must observe the precepts of this Code.
This Code applies to the Company and its subsidiaries.
Nuvini’s Principles, Values and Duties
| I. | Commitment to the user |
All employees and recipients of this Code should always seek the highest standards of excellence in customer service through (i) innovative deliveries and (ii) continuous improvement of the Group’s processes with the highest sense of commitment and responsibility.
| II. | Transparency |
The Group values transparency in the information provided to its clients, suppliers and investors. The Group also follows strict rules and standards of integrity and veracity in the disclosure of relevant facts to the market.
| III. | Ethics and Professional Integrity |
We believe that all internal rules, laws and good practices do not exhaust the notion of what is the right thing to do. Therefore, we believe that ethical reflections and professional integrity of the Group’s employees should be a fundamental pillar of the Group’s existence. This includes (i) respect for the rights and privacy of our customers, partners and competitors, and (ii) repudiation of any form of discrimination, fraud, corruption or illegal acts of any kind.
In addition, we base our work on impartiality and decision-making without conflicts of interest. We do not accept:
| a. | Any employee that uses his or her position within the Group to obtain advantages or benefits for themselves or others; |
| b. | Conduct that threatens or harms the work environment; |
| c. | Influence of any person within the Group in hiring an employee, supplier, service provider or any partner of the Group; and |
| d. | Dissemination of content in public spaces or social networks in disagreement with the values and principles established in this Code |
| IV. | Information Protection |
We are aware that in our activities we process personal data and sensitive and confidential information. The Group is committed to the greatest possible extent to ensure the confidentiality and processing of data and information in accordance with legal, ethical and market practice standards.
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| V. | Collaboration |
We believe that it is only possible to grow fast and deliver great solutions through collaborative work. The Company always respects and gives a voice to its employees so that there can be an exchange of ideas, reflections and positions about our products and our operations. We strongly reprehend any form of aggressive or discriminatory communication regarding race, color, origin, gender, sex, age, religion or any other element that harms people’s dignity.
Decision Making
At the Company, we highly value the autonomy and critical sense of our employees. As a result, we have adopted creative and simplified internal processes, which are intended to establish necessary standards for security, standardization, and corporate governance.
If an employee makes a mistake or witnesses a violation of this Code, he or she must report it to a manager or the appropriate person in accordance with the Group’s internal rules.
As a guide to facilitate the decision making process in any work circumstance, we recommend this test:
| Stage | Points of Attention |
| Know the situation |
Are you unsure that your decision is within our ethical standards? |
|
Have you noticed, or do you suspect that your co-workers, clients or suppliers are acting in breach of this Code? | |
| Think before you act |
If you answered yes to any of the previous questions, summarize the situation – including options for action, consequences and potential affected parties. |
| Test your decision |
Does your decision conflict with any Company rule or regulation? |
|
Will your decision reflect negatively on you, your team or the Company? | |
|
Who else might be impacted by your decision? Are those people aware of your decision? | |
|
Would you be embarrassed if other people knew you made this decision? | |
|
Is there an alternative that does not present an ethical dilemma? | |
|
If this news was reported in the media, would it have bad repercussions? | |
|
What would a reasonable person think if they learned of your decision? | |
| Decide with confidence |
Formally communicate your decision and rationale to the interested parties. |
Work Environment
We value harmonious and respectful coexistence in the work environment of the Group. We encourage team spirit and a work environment that has a balance of quality of life, which is a very important factor in attracting and retaining talent.
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We do not accept any form of discrimination in our work environment.
The Group does not contribute or participate, directly or indirectly, in the activities of political parties, social movements, committees, political organizations, unions or any public body.
Diversity and Inclusion
At the Group, we value diversity in gender, race, thought, choice and sexual orientation. We do not tolerate humor that may in any way be offensive to underrepresented groups. We do not tolerate humor involving someone’s appearance, self-esteem, personality or physical body. We also do not tolerate hate speech towards anyone.
Integrity and Assets
All of the Group’s resources and assets, including physical infrastructure, e-mail addresses, internet, electronic equipment of any nature, computers, cell phones and software shall be used for professional purposes only and in accordance with the rules and guidelines established by this Code.
It is everyone’s obligation to use care and mindfulness in order to preserve and maintain work tools in good physical condition. The Group’s infrastructure may be inspected at any time by the Company and without prior notice by the Company.
Access to company premises must be restricted to the Group’s employees, suppliers or service providers with proper identification, except in areas of common use or in exceptional cases, such as corporate events with external guests. In any case, confidential information must not be divulged in the common areas of these facilities.
Conflict of Interest
Conflicts of Interest occur when an employee is in a situation where he/she may be led to make decisions based on personal matters or in favor of third parties, and not in the best interest of the Group.
Conflict of Interest situations are often unexpected and beyond the control of employees, but it is everyone’s duty to report conflicts so that they are monitored. We do not allow our employees to:
| a. | maintain any kind of private business relationship, by itself or through third parties, with investors, customers, partners, suppliers or employees of the companies of the Group in order to represent a commercial advantage; |
| b. | use his or her position, function or the name of the Company and the Group to influence decisions in favor of his or her own interests; and |
| c. | hire relatives, friends, spouse, or business partners without authorization from his or her supervisor. |
The performance of certain activities is allowed by the Group, provided that: (i) it is not related to competitors of any company of the Group; (ii) an employee is not a partner or provides services to a supplier or partner of the Group; (iii) the hours of the activities do not conflict with an employee’s contractual working hours; and (iv) the activity is expressly authorized by the employee’s superior.
Romantic and familial relationships between the Group’s employees are a potential conflict of interest and, therefore, must always be reported to the Company’s Chief Financial Officer, located at the Group’s headquarters in São Paulo, Brazil. The Chief Financial Officer, after consultation with legal counsel, will analyze whether there is a conflict of interest in these individuals working together.
4
Fraud, gifts and sponsorships
For purposes of this Code, fraud shall be understood as a situation in which the Group is misled by an employee, supplier or any person with the intent to obtain an improper advantage, financial or otherwise. Some examples include: alteration of financial data and reports or falsification of medical certificates.
We also do not accept anti-competitive or fraudulent practices in business relationships, such as: fabrication, manipulation, use of privileged information, or any professional practice that violates the law, this Code, or good customs.
Examples of unacceptable practices include:
| ● | authorizing, offering, promising, giving, requesting or accepting any money, gifts, discounts, perks or any other form of advantage that could in any way influence a Group employee’s business decision making; |
| ● | starting or maintaining business with any person whose practices and values are not aligned with what is described in this Code; |
| ● | accepting any gift, aid, gratuity, sponsorship or benefit of any kind in excess of $20.00 (twenty US dollars) from any third party related to the Group, such as suppliers, clients or business partners. When in doubt about the value of the gift, benefit or present being offered, do not accept it! |
All sponsorships must be approved in advance by the Company’s Chief Financial Officer, after consultation with legal counsel.
Anti-Corruption and Anti-Bribery Laws
The Company absolutely does not condone practices related to bribes, kickbacks, illegal payments and any offer of items or advantages that could improperly influence or reward a client or supplier to contract any of our services, whether they are provided directly by the Group or through a third party such as a distributor, contractor, freight forwarder or any other representative.
Any third party conducting business on behalf of the Group must be aware of these rules.
Compliance with Law
All employees are required to comply with all applicable laws, rules and regulations in the jurisdiction in which we conduct business, although traffic violations and other minor offenses will not be considered violations of this Code. Local laws may in some instances be less restrictive than the principles set forth in this Code. In those situations, employees should comply with this Code, even if the conduct would otherwise be legal under applicable law. Although we do not expect that employees will know the details of these laws, rules and regulations, it is important that employees seek advice on compliance with any laws, rules and regulations if any questions regarding compliance arise.
5
Disclosures Made in Reports and Documents
It is important that the Group’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory agencies, and the Group’s other public communications, are full, fair, accurate, timely and understandable. The Group’s policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the Group. The Group maintains the highest commitment to its disclosure reporting requirements, and expects all employees to record information accurately and truthfully in the books and records of the Group.
Depending on his or her position with the Group, an employee may be called upon to provide necessary information to ensure that the Group’s public reports and regulatory filings, and other public communications, are full, fair, accurate, timely and understandable. The Group expects all employees to be diligent in providing accurate information to the inquiries that are made related to the Group’s public disclosure requirements.
Employees are required to cooperate and comply with the Group’s disclosure controls and procedures and internal control over financial reporting so that the Group’s reports and documents filed with the SEC and other regulatory agencies comply in all material respects with applicable laws, and rules and regulations, and provide full, fair, accurate, timely and understandable disclosure.
Use of Communication and Information Systems
Communication should be done in a professional, ethical manner. Communication must always be made with the aim to maintain the Group’s reputation.
It is prohibited to pass on information of any nature regarding the Group to friends, the press or other public entities, except when authorized or related to the marketing or public relations of the Group.
Our reporting and whistleblowing channels
If an employee witnesses or becomes aware, in any way, of any violation of this Code, any Internal Policy or Standard or any accounting, internal control or auditing matter, it is his or her duty to immediately report this violation to his or her supervisor and to the Company’s Chief Financial Officer, through the available channels (NuviLine through the Digital Ombudsman platform (www.ouvidordigital.com.br/gruponuvini; email, Slack and others). This channel ensures the secrecy and confidentiality of the source of information. In the case of the official reporting channel (NuviLine), we reinforce the guarantee of anonymity of the whistleblower and non-retaliation against those who report in good faith or support the investigations.
The Audit Committee is responsible for overseeing the receipt, retention and investigation of and response to all reports. The Company, under the supervision of legal counsel, will maintain a log of all reports, tracking their receipt, any investigation conducted, their resolution and the response given to the person making the report. Legal counsel will provide periodic summary reports thereof to the Audit Committee. All reports and all records relating to such reports will be retained in accordance with the Company’s records retention policy.
In addition, it is the duty of all employees of the Group to cooperate, as necessary, to safeguard and enforce the rules set forth in this Code, which represent the implementation of our values and our way of working.
6
Non-retaliation
The Company will ensure, when requested by the whistleblower, his or her absolute anonymity, and will provide them with knowledge and visibility of the measures taken. The Company does not tolerate any kind of retaliation to whistleblowers or cooperate in any way with an investigation, application of sanction or any measure related to safeguarding the provisions of this code.
Questions and Advice
If you have questions about anything related to this Code, you can check our corporate governance guidelines available at www.nuvini.com.br or consult directly with the responsible sectors the managers, directors and other leaders of the Company.
In addition, you can also, at any time, access the Company’s ethics and reporting channel at www.ouvidordigital.com.br/gruponuvini, managed by experts who will make every effort to maintain your anonymity and the confidentiality of your reports.
Training
We will have periodic and specific trainings. Everyone must participate in all trainings.
Failure to sign up or participate in the training sessions does not affect the employee’s duty to comply with the Code.
General Provisions
The Board of Directors of the Company shall submit this Code for periodic review, with the participation of the Audit Committee and legal counsel. Eventual investigations, sanctions or procedures of any nature related to the application of this Code shall be conducted in the most discreet and confidential manner possible, for the purpose of preserving the image, intimacy and moral integrity of those involved. Any information, data, document, meeting or procedure related to this Code or conducted by the Company’s legal counsel shall be treated as confidential for all purposes, as per our Information Security Policy.
7
Exhibit 12.1
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13A-14(A) OR 15D-14(A)
I, Pierre Schurmann, certify that:
| 1. | I have reviewed this Annual Report on Form 20-F of Nvni Group Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial re- porting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| Date: April 30, 2026 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer |
Exhibit 12.2
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13A-14(A) OR 15D-14(A)
I, Pierre Schurmann, certify that:
| 1. | I have reviewed this Annual Report on Form 20-F of Nvni Group Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial re- porting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| Date: April 30, 2026 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Acting Principal Financial Officer |
Exhibit 13.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F of Nvni Group Limited (the “Company”) for the period ending December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: April 30, 2026 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer (Principal Executive Officer) |
Exhibit 13.2
CERTIFICATION OF PRINCIPAL EXECUTIVE
OFFICER AND
PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F of Nvni Group Limited (the “Company”) for the period ending December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: April 30, 2026 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Acting Principal Financial Officer |