Nvni Group Ltd 6-K, filed Aug 5, 2025
Nvni Group Ltd (NVNIF)
About this 6-K
Nvni Group Ltd filed this 6-K on August 5, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-41823
Nvni Group Limited
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Entry Into Material Definitive Agreements and Unregistered Sale of Equity Securities.
On July 29, 2025 Nvni Group Limited, a Cayman Islands exempted company (the “Company”), entered into a Settlement Agreement and Release (“Ryan Settlement Agreement”) and an Amendment to a Subscription Agreement (the “Ryan Subscription Agreement Amendment”) with Ryan Davis (“Ryan”) pursuant to which the Company and Ryan agreed to terms of a settlement structure and amended a certain Subscription Agreement dated as of December 20, 2023 (the “Ryan Original Agreement”). The Ryan Original Agreement provided Ryan a right to require the Company to purchase all or any portion of the ordinary shares, par value $0.00001 per ordinary share, of the Company purchased pursuant to the Ryan Original Agreement, or 100,000 ordinary shares, at a purchase price per ordinary share equal to $2.04.
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 $0.30 per ordinary share, resulting in a total issuance by the Company of up to 680,000 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 a right to require the Company to purchase all or any portion of the ordinary shares, par value $0.00001 per ordinary share, of the Company purchased pursuant to the Sean Original Agreement, or 170,000 ordinary shares, at a purchase price per ordinary share equal to $2.04.
The Sean Subscription Agreement Amendment provides the option to the Company to issue ordinary shares in lieu of making a cash payment to Ryan, at a price of $0.30 per ordinary share, resulting in a total issuance by the Company of up to 1,156,000 ordinary shares in case Sean exercises his put option in full.
A copy of the Ryan Settlement Agreement, the Ryan Subscription Agreement Amendment, the Sean Settlement Agreement and the Sean Subscription Agreement Amendment are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 6-K. The above summaries of the Settlement Agreements and Subscription Agreement Amendments do not purport to be complete and are qualified in their entirety by reference thereto and are incorporated herein by reference herein.
Press Release
On August 5, 2025, the Company issued a press release announcing that the Company’s Chief Executive Officer and Founder Pierre Schurmann will participate in the Sidoti Virtual Micro-Cap Conference being held on August 20-21, 2025 and will present virtually on Wednesday, August 20 at 12:15 p.m. Eastern Time. A copy of the press release is filed a Exhibits 99.1 to this Current Report on Form 6-K.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Ryan Settlement Agreement | |
| 10.2 | Ryan Subscription Agreement Amendment | |
| 10.3 | Sean Settlement Agreement | |
| 10.4 | Sean Subscription Agreement Amendment | |
| 99.1 | Press Release |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NVNI GROUP LIMITED | ||
| Date: August 5, 2025 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT (this “Agreement”) is entered into and made effective as of July [*], 2025 (the “Effective Date”), by and between Ryan Davis, an individual (“Ryan”), and NVNI GROUP LIMITED, a Cayman Islands exempted company (the “Company”). Ryan and the Company may be referred to herein individually as a “Party” and, collectively as the “Parties.”
RECITALS
WHEREAS, the Company is a publicly-traded company and investor in B2B SaaS businesses throughout Latin America;
WHEREAS, the Company granted Ryan a put option (the “Put Option”) pursuant to that certain Subscription Agreement dated as of December 20, 2023 (the “Subscription Agreement”), which provided Ryan a right to require the Company to purchase all or any portion of the shares of ordinary shares, par value $0.00001 per share, of the Company (“Ordinary Shares”) purchased pursuant to the Subscription Agreement, or one hundred thousand (100,000) shares of Ordinary Shares (the “Put Shares”), at a purchase price per share equal to Two Dollars Four Cents ($2.04);
WHEREAS, Ryan and the Company have agreed to amend the terms of the Put Option (the “Put Option Amendment”) pursuant to an Amendment to Subscription Agreement substantially in the form attached hereto as Exhibit A (the “Amendment”), of which provides the option to the Company to issue shares of Ordinary Shares (“Shares”) in lieu of making a cash payment to Ryan, of which cost basis of each Share shall equal Thirty Cents ($0.30) per share, resulting in a total issuance by the Company of up to six hundred eighty thousand (680,000) shares of Ordinary Shares to Ryan pursuant to Ryan’s exercise of the Put Option in full;
WHERAS, on July [*], 2025, the Board of Directors of the Company approved the Put Option Amendment and the Amendment, and the other terms of the settlement structure between the Company and Ryan; and
WHEREAS, the Parties now wish to evidence their agreement to the Amendment and the other terms of the settlement structure as set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the promises contained herein, and for other good and valuable consideration, the receipt and sufficiency thereof are hereby acknowledged, the Parties agree as follows:
1. Effective Date. The terms of this Agreement are agreed to and are effective from the date of the last signature below (the “Effective Date”).
2. Exercise of Put Option. As of the Effective Date and subject to the terms of this Agreement and the execution of the Amendment, the Put Option shall have been deemed to be exercised in full, and the Company shall issue a total of up to six hundred eighty thousand (680,000) shares of Ordinary Shares to Ryan or its designees within a reasonable period of time after the Effective Date. For the purpose of this Agreement, in addition to the matters released by each party hereto below, “Claim” means all actions, complaints, suits, proceedings, claims, and demands or any legal, administrative, governmental, arbitral, or other proceedings or investigations, whether presently known or unknown.
3. Penalty for Delayed Issuance. If the Company fails to issue a total of up to six hundred eighty thousand (680,000) shares of Ordinary Shares to Ryan or its designees within fourteen (14) days of the Effective Date, the Company shall pay a penalty equal to the amount of two percent (2%) of the value of the applicable Shares per month, calculated on a pro rata basis, until the Shares are issued to Ryan or its designees. Any payment payable shall be made in cash or shares of ordinary shares of the Company, at the sole discretion of the Company.
4. Removal of Share Restrictions.
(a) Within fifteen (15) business days following the applicable holding period (the “Holding Period”) with regard to Rule 144 pursuant to the Securities Act of 1933, as amended, and upon receipt of any documents requested by the Company or its counsel, the Company shall cause its counsel to issue and deliver to the transfer agent of the Company (the “Transfer Agent”) an opinion in form and substance reasonably acceptable to the Transfer Agent, sufficient to permit the Transfer Agent to remove the restrictive legends from the Shares. The Company shall instruct the Transfer Agent to remove the legends in its book entry system. The Company shall bear all costs associated with obtaining a legal opinion required to remove such restrictions and shall coordinate with the Transfer Agent to ensure the shares become freely tradable.
(b) If the Company fails to cause the removal of all applicable restrictive legends within fifteen (15) calendar days following the Holding Period, the Company shall pay a penalty equal to the amount of two percent (2%) of the value of the applicable Shares per month, calculated on a pro rata basis, until the legends are removed; provided, however, that the Company shall not pay any monies to Ryan or its designees as penalty payments pursuant to this Section if the failure to remove the legends as timely requested by the Company is solely caused by the Transfer Agent. The value of the Shares for purposes of this Section shall be per the volume weighted average price for the five (5) trading days immediately preceding the date of the payment. Any payment payable shall be made in cash or shares of ordinary shares of the Company, at the sole discretion of the Company. Ryan shall cooperate in good faith with any requests made by the Company or its Transfer Agent in connection with the removal of the legends.
4. No Admission of Liability. This Agreement constitutes a compromise of disputed Claims, and neither the making of this Agreement nor the performance of the obligations of this Agreement shall constitute an admission by either of the Parties and/or any of their companies or related companies, successors, heirs, beneficiaries, estates, and assigns and/or agents, employees or representatives of any wrongdoing or liability and is being entered into solely for the purpose of economic expediency.
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5. Release of Claims by Ryan. In consideration of the terms of this Agreement, Ryan, for itself and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective officers, directors, employees, members, managers, agents, attorneys, insurance carriers, and representatives (the “Ryan Releasors”), hereby irrevocably release and forever discharge the Company and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective officers, directors, employees, members, managers, agents, attorneys, insurance carriers, and representatives (the “Nvni Releasees”), from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, Claims, attorney fees, penalties, interests, fines, losses, costs of any kind, and demands whatsoever, in law, admiralty or equity, which the Ryan Releasors ever had, now have or in the future may claim to have against the Nvni Releasees for or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date of this Agreement, whether presently known or unknown, foreseen or unforeseen.
Ryan’s release set forth in this Section 4 shall become effective without further action by any Party upon completion of the exercise of the Put Option set forth in Section 2.
6. Release of Claims by Company. In consideration of the terms of this Agreement, the Company, for itself and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective current or former officers, directors, employees, members, managers, agents, attorneys, insurance carriers, and representatives (the “Nvni Releasors”), hereby irrevocably release and forever discharge Ryan and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective officers, directors, employees, members, managers, agents, attorneys, insurance carriers, and representatives (the “Ryan Releasees”) from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, Claims, attorney fees, penalties, interests, fines, losses, costs of any kind, and demands whatsoever, in law, admiralty or equity, which the Nvni Releasors ever had, now have or in the future may claim to have against the Ryan Releasees for or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date of this Agreement, whether presently known or unknown, foreseen or unforeseen.
Nvni’s release set forth in this Section 5 shall become effective without further action by any Party once Ryan’s release becomes effective as provided in Section 5.
7. Claims Not Released. Notwithstanding the foregoing, neither of the Parties intends to, and each Party expressly does not, release the other Party from the obligations of this Agreement and/or any Claims, demands, actions, causes of action, suits, damages, losses, attorneys’ fees, sanctions, and/or expenses arising from any breach or default under this Agreement or the Amendment.
8. Bar to Proceedings. This Agreement may be pleaded as a full and complete defense by the Company, including as a bar to any claim, cause of action, liability, suit, or demand commenced, continued, or taken by or on behalf of Ryan in connection with any applicable provisions of the Subscription Agreement or any of the matters released herein, but excluding any claim, cause of action, liability, suit, or demand arising out of the terms or provisions of this Agreement.
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9. Warranties. Each Party warrants that:
(a) it enters into this Agreement voluntarily;
(b) it has had the opportunity to obtain legal advice as to the significance and effect of executing this Agreement;
(c) it understands the legal significance and effect of executing this Agreement;
(d) the other Party (and any of its directors, partners, officers, employees, servants, and agents or advisers) has not made any promise, representation, or inducement or been party to any conduct material to it entering into this Agreement other than as set out in this Agreement;
(e) a Party cannot assign or otherwise transfer the benefit of this Agreement without the prior written consent of each other Party;
(f) it has not sold, hypothecated, or assigned any of the claims, or parts thereof, which constitute the subject matter of this Agreement and of the Amendment; and
(g) it is aware that the other Party is relying upon the warranties set forth in this
10. Non-Disparagement. Each Party shall refrain from disparaging the other Party in public or private comment or writing. Further, no Party shall disparage any employee, director, or independent contractor working for the other Party. Notwithstanding the foregoing, the Company and Ryan will respond accurately and fully to any question, inquiry, or request for information as may be required by legal process, law, or regulation. Violation of this clause shall be a material breach of this Agreement.
11. Confidentiality. The Parties acknowledge that confidentiality and nondisclosure are material considerations for the Parties entering into this Agreement. As such, the provisions of this Agreement shall be held in strictest confidence by the Parties and shall not be publicized or disclosed in any manner whatsoever, including but not limited to, the print or broadcast media, any public network such as the Internet, any other outbound data program such as computer generated mail, reports, faxes, or any source likely to result in publication or computerized access. Notwithstanding the prohibition in the preceding sentence: (i) the Parties may disclose this Agreement in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial advisors; (ii) the Parties may disclose this Agreement as necessary to fulfill standard or legally required corporate reporting or disclosure requirements; (iii) the Parties may disclose this Agreement upon request from any government entity, regulatory organization, or court of law; and (iv) the Parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. Nothing contained in this Section 9 shall prevent either Party from stating that the Parties have “amicably resolved all differences,” provided, however, that in so doing, the Parties shall not disclose the fact or amount of any payments made or to be made hereunder and shall not disclose any other terms of this Agreement or the settlement described herein. Notwithstanding the foregoing, neither Party shall disclose any information, the disclosure of which would be prohibited by law. Notwithstanding anything to the contrary set forth in this Agreement, the Parties understand that this Agreement does not restrict either of them from initiating communications directly with, or responding to, any inquiry from, or providing testimony before, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority Inc., any other self-regulatory organization or any other state or federal regulatory authority, regarding this Agreement or its underlying facts or circumstances.
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12. Dollar Amounts. All references to money or specific dollar amounts in this Agreement are in United States Dollars.
13. Construction. This Agreement shall be construed as a whole according to its fair meaning, and as if drafted equally by all Parties.
14. Incorporation. The WHEREAS clauses and Exhibit A hereto are incorporated herein and made part of this Agreement.
15. Authority. The Parties acknowledge that the representative signing for each Party has the legal capacity and authority to execute this Agreement by and on behalf of each such Party.
16. Counterparts; Copies. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Electronic, photocopy, and facsimile copies of signatures may be used in place and stead of original signatures with the same force and effect as originals.
17. Severability. The provisions of this Agreement are severable, and if any provision is found to be unenforceable, the other provisions shall remain fully valid and enforceable. This Agreement shall survive the termination of any arrangement contained herein.
18. Waiver of Breach of this Agreement. Any waiver of a breach of any provision of this Agreement must be expressly set forth in writing and no waiver may be deemed from the passage of time or the failure to timely exercise any rights hereunder. A waiver by any Party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
19. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior representations, understandings, and agreements of the Parties. This Agreement may not be modified, amended, or changed except by written instrument executed by and delivered among all Parties.
20. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, affiliates, predecessors, successors, assigns, direct or indirect parents, direct or indirect subsidiaries, trustees, consultants, employees, directors, agents, attorneys, and any other representatives.
21. Further Assurances. Each Party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes of this Agreement.
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22. Sophisticated Parties; Advice of Counsel. Each Party acknowledges that (i) it is knowledgeable, informed, sophisticated, and capable of understanding and evaluating the provisions set forth in this Agreement, and that (ii) it has been fully advised and represented by legal counsel of its own independent selection and has relied wholly upon its independent judgment and the advice of such counsel in negotiating and entering into this Agreement.
23. Dispute Resolution. This Agreement shall be interpreted, construed and governed by and in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. The Parties agree that all disputes arising from or relating to this Agreement shall be heard and determined exclusively in any state or federal court sitting in the Borough of Manhattan of The City of New York, and irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. Subject to applicable law, the Parties hereby waive any objection to such exclusive jurisdiction and any objection that such courts represent an inconvenient forum. The Parties further agree that such courts shall have jurisdiction for purposes of enforcing all of the terms of provisions of the Agreement, including, but not limited to, any relief sought for a breach of or default of this Agreement.
24. Litigation Costs and Expense. If a Party institutes any legal suit, action, or proceeding against the other Party to enforce this Agreement, the prevailing Party in the suit, action, or proceeding shall be entitled to receive, and the non-prevailing Party shall pay, in addition to all other remedies to which the prevailing Party may be entitled, the costs and expenses incurred by the prevailing Party in conducting or defending the suit, action, or proceeding, including, without limitation, attorneys’ fees and expenses and court costs.
25. Notices. Any and all notices or other communications or deliveries required or permitted to be provided under this Agreement shall be in writing and shall be deemed delivered (i) upon receipt by the addressee if such notice or communication was delivered via email to the email address specified in this section; or (ii) upon delivery at the address of the addressee specified in this section, if such notice or communication is delivered by U.S. mail, courier, or other physical delivery service. The addresses for such notices and communications shall be as follows:
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If to Ryan to:
Ryan Davis
2447 S 600 W
Syracuse UT 84075
Email: ryan.davis@streamline-industrial.com
-and-
[*]
If to Nvni to:
Nvni Group Limited
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Attn: Pierre Schurmann
with a copy (which shall not constitute notice) to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st floor
New York, NY 10036
Attn: Ross David Carmel, Esq.
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In witness whereof, this Agreement has been executed by each of the undersigned on the dates set forth below.
| Dated: July [*], 2025 | ||
| By: | /s/ Ryan Davis | |
| Name: | Ryan Davis | |
| Dated: July [*], 2025 | ||
| Nvni Group Limited | ||
| By: | /s/ Pierre Schurmann | |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer | |
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EXHIBIT A
AMENDMENT TO SUBSCRIPTION AGREEMENT
(See attached.)
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Exhibit 10.2
AMENDMENT TO SUBSCRIPTION AGREEMENT
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into and made effective as of July [*], 2025 (the “Effective Date”), by and between Ryan Davis, an individual (“Ryan”), and NVNI GROUP LIMITED, a Cayman Islands exempted company (the “Company”).
RECITALS
WHEREAS, on December 20, 2023, the Company entered into a Subscription Agreement with Ryan (the “Subscription Agreement”), in which, among other things, Ryan was granted a right (the “Put Option”) to require the Company to purchase all or any portion of the shares of ordinary shares, par value $0.00001 per share, of the Company (“Ordinary Shares”) purchased pursuant to the Subscription Agreement, or one hundred thousand (100,000) shares of Ordinary Shares (the “Put Shares”), at a purchase price per share equal to Two Dollars Four Cents ($2.04);
WHEREAS, Ryan and the Company desire to enter into this Amendment to, among other things, provide the option to the Company to issue shares of Ordinary Shares (“Shares”) in lieu of making a cash payment to Ryan upon Ryan’s exercise of the Put Option, of which cost basis of each Share shall equal Thirty Cents ($0.30), resulting in a total issuance by the Company of up to six hundred eighty thousand (680,000) shares of Ordinary Shares to Ryan.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Amendment to Section 1(b). Section 1(b) of the Subscription Agreement is hereby amended and restated in its entirety as follows:
“(b) Put option. Investor shall have a put option (the “Put Option”) commencing on the one-year anniversary of the Closing Date (as defined below). Pursuant to the Put Option, Investor shall have the right to sell to Issuer, and Issuer shall be obligated to purchase from Investor, all or any portion of shares of Ordinary Shares purchased pursuant to this Subscription Agreement, at a purchase price per share equal to 120% of the Per Share Subscription Price (the “Put Purchase Price” and, the cash payable, a “Cash Payment”); provided, however, that the Company shall have the option, at its sole discretion, to issue shares of Ordinary Shares in lieu of making a Cash Payment, of which the cost basis of each share shall equal Thirty Cents ($0.30), provided that the aggregate value of the shares of Ordinary Shares issuable to Investor in lieu of making any Cash Payment shall not exceed Two Hundred Four Thousand Dollars ($204,000). Investor may exercise the Put Option, in whole or in part, by delivering to Issuer a notice in writing in the form attached hereto in Schedule A (the “Put Notice”) at any time on or after the one- year anniversary of the Closing Date and prior to the Put Expiration Date (as defined below). Within five business days of receipt of the Put Notice, Issuer shall purchase the number of shares identified in the Put Notice (the “Put Shares”) by wire transfer of immediately available funds in an amount equal to the aggregate Put Purchase Price for the Put Shares to Investor’s account specified in the Put Notice or issue shares of Ordinary Shares to Investor or its designees in lieu of making a Cash Payment pursuant to this Section 1(b); provided that payment of the Put Purchase Price or issuance of shares, as applicable, shall be subject to the delivery of the Put Shares to Issuer or Issuer’s registrar for the Shares. The Put Option shall automatically terminate on the date that is the second- year anniversary of the Closing Date and (such earlier date, the “Put Expiration Date”).”
2. Effective Time. This Amendment shall be effective upon the Effective Date.
3. Notice of Reclassification and Adjustment. Ryan hereby acknowledges and agrees that this Amendment shall serve as the requisite amendment and notice pursuant to Section 12 of the Subscription Agreement.
4. Effect of Amendment. Except as set forth in this Amendment, the provisions of the Subscription Agreement shall remain unchanged and shall continue in full force and effect.
5. Governing Law. Ryan and the Company mutually acknowledge and agree that the laws of the State of New York, without regard to the internal laws of New York concerning conflicts of law, govern, control, and apply to this Amendment and all matters or claims arising out of or relating to this Amendment.
6. Entire Agreement. Except as otherwise provided in the Subscription Agreement, this Amendment (including the exhibits attached thereto) constitutes the entire agreement and understanding of the Company and Ryan with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to the subject matter hereof and thereof.
7. Continuing Agreement. Except as specifically amended hereby, all of the terms of the Subscription Agreement shall remain and continue in full force and effect and are hereby confirmed in all respects.
8. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature page follows]
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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| COMPANY | ||
| NVNI GROUP LIMITED, | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Pierre Schurmann | |
| Name: | Pierre Schurmann | |
| Title: | CEO | |
| HOLDER | |
| /s/ Ryan Davis | |
| Ryan Davis, an individual |
Signature Page to Amendment to Subscription Agreement
Exhibit 10.3
SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT (this “Agreement”) is entered into and made effective as of July [*], 2025 (the “Effective Date”), by and between Sean Davis, an individual (“Davis”), and NVNI GROUP LIMITED, a Cayman Islands exempted company (the “Company”). Davis and the Company may be referred to herein individually as a “Party” and, collectively as the “Parties.”
RECITALS
WHEREAS, the Company is a publicly-traded company and investor in B2B SaaS businesses throughout Latin America;
WHEREAS, the Company granted Davis a put option (the “Put Option”) pursuant to that certain Subscription Agreement dated as of December 20, 2023 (the “Subscription Agreement”), which provided Davis a right to require the Company to purchase all or any portion of the shares of ordinary shares, par value $0.00001 per share, of the Company (“Ordinary Shares”) purchased pursuant to the Subscription Agreement, or one hundred seventy thousand (170,000) shares of Ordinary Shares (the “Put Shares”), at a purchase price per share equal to Two Dollars Four Cents ($2.04);
WHEREAS, Davis and the Company have agreed to amend the terms of the Put Option (the “Put Option Amendment”) pursuant to an Amendment to Subscription Agreement substantially in the form attached hereto as Exhibit A (the “Amendment”), of which provides the option to the Company to issue shares of Ordinary Shares (“Shares”) in lieu of making a cash payment to Davis, of which cost basis of each Share shall equal Thirty Cents ($0.30) per share, resulting in a total issuance by the Company of up to one million one hundred fifty-six thousand (1,156,000) shares of Ordinary Shares to Davis pursuant to Davis’ exercise of the Put Option in full; and
WHERAS, on July [*], 2025, the Board of Directors of the Company approved the Put Option Amendment and the Amendment, and the other terms of the settlement structure between the Company and Davis; and
WHEREAS, the Parties now wish to evidence their agreement to the Amendment and the other terms of the settlement structure as set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the promises contained herein, and for other good and valuable consideration, the receipt and sufficiency thereof are hereby acknowledged, the Parties agree as follows:
1. Effective Date. The terms of this Agreement are agreed to and are effective from the date of the last signature below (the “Effective Date”).
2. Exercise of Put Option. As of the Effective Date and subject to the terms of this Agreement and the execution of the Amendment, the Put Option shall have been deemed to be exercised in full, and the Company shall issue a total of up to one million one hundred fifty-six thousand (1,156,000) shares of Ordinary Shares to Davis or its designees within a reasonable period of time after the Effective Date. For the purpose of this Agreement, in addition to the matters released by each party hereto below, “Claim” means all actions, complaints, suits, proceedings, claims, and demands or any legal, administrative, governmental, arbitral, or other proceedings or investigations, whether presently known or unknown.
3. Penalty for Delayed Issuance. If the Company fails to issue a total of up to one million one hundred fifty-six thousand (1,156,000) shares of Ordinary Shares to Davis or its designees within fourteen (14) days of the Effective Date, the Company shall pay a penalty equal to the amount of two percent (2%) of the value of the applicable Shares per month, calculated on a pro rata basis, until the Shares are issued to Davis or its designees. Any payment payable shall be made in cash or shares of ordinary shares of the Company, at the sole discretion of the Company.
4. Removal of Share Restrictions.
(a) Within fifteen (15) business days following the applicable holding period (the “Holding Period”) with regard to Rule 144 pursuant to the Securities Act of 1933, as amended, and upon receipt of any documents requested by the Company or its counsel, the Company shall cause its counsel to issue and deliver to the transfer agent of the Company (the “Transfer Agent”) an opinion in form and substance reasonably acceptable to the Transfer Agent, sufficient to permit the Transfer Agent to remove the restrictive legends from the Shares. The Company shall instruct the Transfer Agent to remove the legends in its book entry system. The Company shall bear all costs associated with obtaining a legal opinion required to remove such restrictions and shall coordinate with the Transfer Agent to ensure the shares become freely tradable.
(b) If the Company fails to cause the removal of all applicable restrictive legends within fifteen (15) calendar days following the Holding Period, the Company shall pay a penalty equal to the amount of two percent (2%) of the value of the applicable Shares per month, calculated on a pro rata basis, until the legends are removed; provided, however, that the Company shall not pay any monies to Davis or its designees as penalty payments pursuant to this Section if the failure to remove the legends as timely requested by the Company is solely caused by the Transfer Agent. The value of the Shares for purposes of this Section shall be per the volume weighted average price for the five (5) trading days immediately preceding the date of the payment. Any payment payable shall be made in cash or shares of ordinary shares of the Company, at the sole discretion of the Company. Davis shall cooperate in good faith with any requests made by the Company or its Transfer Agent in connection with the removal of the legends.
5. No Admission of Liability. This Agreement constitutes a compromise of disputed Claims, and neither the making of this Agreement nor the performance of the obligations of this Agreement shall constitute an admission by either of the Parties and/or any of their companies or related companies, successors, heirs, beneficiaries, estates, and assigns and/or agents, employees or representatives of any wrongdoing or liability and is being entered into solely for the purpose of economic expediency.
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6. Release of Claims by Davis. In consideration of the terms of this Agreement, Davis, for itself and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective officers, directors, employees, members, managers, agents, attorneys, insurance carriers, and representatives (the “Davis Releasors”), hereby irrevocably release and forever discharge the Company and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective officers, directors, employees, members, managers, agents, attorneys, insurance carriers, and representatives (the “Nvni Releasees”), from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, Claims, attorney fees, penalties, interests, fines, losses, costs of any kind, and demands whatsoever, in law, admiralty or equity, which the Davis Releasors ever had, now have or in the future may claim to have against the Nvni Releasees for or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date of this Agreement, whether presently known or unknown, foreseen or unforeseen.
Davis’ release set forth in this Section 4 shall become effective without further action by any Party upon completion of the exercise of the Put Option set forth in Section 2.
7. Release of Claims by Company. In consideration of the terms of this Agreement, the Company, for itself and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective current or former officers, directors, employees, members, managers, agents, attorneys, insurance carriers, and representatives (the “Nvni Releasors”), hereby irrevocably release and forever discharge Davis and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective officers, directors, employees, members, managers, agents, attorneys, insurance carriers, and representatives (the “Davis Releasees”) from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, Claims, attorney fees, penalties, interests, fines, losses, costs of any kind, and demands whatsoever, in law, admiralty or equity, which the Nvni Releasors ever had, now have or in the future may claim to have against the Davis Releasees for or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date of this Agreement, whether presently known or unknown, foreseen or unforeseen.
Nvni’s release set forth in this Section 5 shall become effective without further action by any Party once Davis’ release becomes effective as provided in Section 5.
8. Claims Not Released. Notwithstanding the foregoing, neither of the Parties intends to, and each Party expressly does not, release the other Party from the obligations of this Agreement and/or any Claims, demands, actions, causes of action, suits, damages, losses, attorneys’ fees, sanctions, and/or expenses arising from any breach or default under this Agreement or the Amendment.
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9. Bar to Proceedings. This Agreement may be pleaded as a full and complete defenseb y the Company, including as a bar to any claim, cause of action, liability, suit, or demand commenced, continued, or taken by or on behalf of Davis in connection with any applicable provisions of the Subscription Agreement or any of the matters released herein, but excluding any claim, cause of action, liability, suit, or demand arising out of the terms or provisions of this Agreement.
10. Warranties. Each Party warrants that:
(a) it enters into this Agreement voluntarily;
(b) it has had the opportunity to obtain legal advice as to the significance and effect of executing this Agreement;
(c) it understands the legal significance and effect of executing this Agreement;
(d) the other Party (and any of its directors, partners, officers, employees, servants, and agents or advisers) has not made any promise, representation, or inducement or been party to any conduct material to it entering into this Agreement other than as set out in this Agreement;
(e) a Party cannot assign or otherwise transfer the benefit of this Agreement without the prior written consent of each other Party;
(f) it has not sold, hypothecated, or assigned any of the claims, or parts thereof, which constitute the subject matter of this Agreement and of the Amendment; and
(g) it is aware that the other Party is relying upon the warranties set forth in this
11. Non-Disparagement. Each Party shall refrain from disparaging the other Party in public or private comment or writing. Further, no Party shall disparage any employee, director, or independent contractor working for the other Party. Notwithstanding the foregoing, the Company and Davis will respond accurately and fully to any question, inquiry, or request for information as may be required by legal process, law, or regulation. Violation of this clause shall be a material breach of this Agreement.
12. Confidentiality. The Parties acknowledge that confidentiality and nondisclosure are material considerations for the Parties entering into this Agreement. As such, the provisions of this Agreement shall be held in strictest confidence by the Parties and shall not be publicized or disclosed in any manner whatsoever, including but not limited to, the print or broadcast media, any public network such as the Internet, any other outbound data program such as computer generated mail, reports, faxes, or any source likely to result in publication or computerized access. Notwithstanding the prohibition in the preceding sentence: (i) the Parties may disclose this Agreement in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial advisors; (ii) the Parties may disclose this Agreement as necessary to fulfill standard or legally required corporate reporting or disclosure requirements; (iii) the Parties may disclose this Agreement upon request from any government entity, regulatory organization, or court of law; and (iv) the Parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. Nothing contained in this Section 9 shall prevent either Party from stating that the Parties have “amicably resolved all differences,” provided, however, that in so doing, the Parties shall not disclose the fact or amount of any payments made or to be made hereunder and shall not disclose any other terms of this Agreement or the settlement described herein. Notwithstanding the foregoing, neither Party shall disclose any information, the disclosure of which would be prohibited by law. Notwithstanding anything to the contrary set forth in this Agreement, the Parties understand that this Agreement does not restrict either of them from initiating communications directly with, or responding to, any inquiry from, or providing testimony before, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority Inc., any other self-regulatory organization or any other state or federal regulatory authority, regarding this Agreement or its underlying facts or circumstances.
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13. Dollar Amounts. All references to money or specific dollar amounts in this Agreement are in United States Dollars.
14. Construction. This Agreement shall be construed as a whole according to its fair meaning, and as if drafted equally by all Parties.
15. Incorporation. The WHEREAS clauses and Exhibit A hereto are incorporated herein and made part of this Agreement.
16. Authority. The Parties acknowledge that the representative signing for each Party has the legal capacity and authority to execute this Agreement by and on behalf of each such Party.
17. Counterparts; Copies. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Electronic, photocopy, and facsimile copies of signatures may be used in place and stead of original signatures with the same force and effect as originals.
18. Severability. The provisions of this Agreement are severable, and if any provision is found to be unenforceable, the other provisions shall remain fully valid and enforceable. This Agreement shall survive the termination of any arrangement contained herein.
19. Waiver of Breach of this Agreement. Any waiver of a breach of any provision of this Agreement must be expressly set forth in writing and no waiver may be deemed from the passage of time or the failure to timely exercise any rights hereunder. A waiver by any Party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
20. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior representations, understandings, and agreements of the Parties. This Agreement may not be modified, amended, or changed except by written instrument executed by and delivered among all Parties.
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21. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, affiliates, predecessors, successors, assigns, direct or indirect parents, direct or indirect subsidiaries, trustees, consultants, employees, directors, agents, attorneys, and any other representatives.
22. Further Assurances. Each Party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes of this Agreement.
23. Sophisticated Parties; Advice of Counsel. Each Party acknowledges that (i) it is knowledgeable, informed, sophisticated, and capable of understanding and evaluating the provisions set forth in this Agreement, and that (ii) it has been fully advised and represented by legal counsel of its own independent selection and has relied wholly upon its independent judgment and the advice of such counsel in negotiating and entering into this Agreement.
24. Dispute Resolution. This Agreement shall be interpreted, construed and governed by and in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. The Parties agree that all disputes arising from or relating to this Agreement shall be heard and determined exclusively in any state or federal court sitting in the Borough of Manhattan of The City of New York, and irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. Subject to applicable law, the Parties hereby waive any objection to such exclusive jurisdiction and any objection that such courts represent an inconvenient forum. The Parties further agree that such courts shall have jurisdiction for purposes of enforcing all of the terms of provisions of the Agreement, including, but not limited to, any relief sought for a breach of or default of this Agreement.
25. Litigation Costs and Expense. If a Party institutes any legal suit, action, or proceeding against the other Party to enforce this Agreement, the prevailing Party in the suit, action, or proceeding shall be entitled to receive, and the non-prevailing Party shall pay, in addition to all other remedies to which the prevailing Party may be entitled, the costs and expenses incurred by the prevailing Party in conducting or defending the suit, action, or proceeding, including, without limitation, attorneys’ fees and expenses and court costs.
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26. Notices. Any and all notices or other communications or deliveries required or permitted to be provided under this Agreement shall be in writing and shall be deemed delivered (i) upon receipt by the addressee if such notice or communication was delivered via email to the email address specified in this section; or (ii) upon delivery at the address of the addressee specified in this section, if such notice or communication is delivered by U.S. mail, courier, or other physical delivery service. The addresses for such notices and communications shall be as follows:
If to Davis to:
Sean G. Davis
1091 Eaglewood Loop
NSL, UT 84054
Email: seangordondavis@gmail.com
-and-
[*]
If to Nvni to:
Nvni Group Limited
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Attn: Pierre Schurmann
with a copy (which shall not constitute notice) to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st floor
New York, NY 10036
Attn: Ross David Carmel, Esq.
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In witness whereof, this Agreement has been executed by each of the undersigned on the dates set forth below.
| Dated: July [*], 2025 | ||
| By: | /s/ Sean G. Davis | |
| Name: | Sean G. Davis | |
| Dated: July [*], 2025 | ||
| Nvni Group Limited | ||
| By: | /s/ Pierre Schurmann | |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer | |
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EXHIBIT A
AMENDMENT TO SUBSCRIPTION AGREEMENT
(See attached.)
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Exhibit 10.4
AMENDMENT TO SUBSCRIPTION AGREEMENT
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into and made effective as of July [*], 2025 (the “Effective Date”), by and between Sean Davis, an individual (“Davis”), and NVNI GROUP LIMITED, a Cayman Islands exempted company (the “Company”).
RECITALS
WHEREAS, on December 20, 2023, the Company entered into a Subscription Agreement with Davis (the “Subscription Agreement”), in which, among other things, Davis was granted a right (the “Put Option”) to require the Company to purchase all or any portion of the shares of ordinary shares, par value $0.00001 per share, of the Company (“Ordinary Shares”) purchased pursuant to the Subscription Agreement, or one hundred seventy thousand (170,000) shares of Ordinary Shares (the “Put Shares”), at a purchase price per share equal to Two Dollars Four Cents ($2.04); and
WHEREAS, Davis and the Company desire to enter into this Amendment to, among other things, provide the option to the Company to issue shares of Ordinary Shares (“Shares”) in lieu of making a cash payment to Davis upon Davis’ exercise of the Put Option, of which cost basis of each Share shall equal Thirty Cents ($0.30), resulting in a total issuance by the Company of up to one million one hundred fifty-six thousand (1,156,000) shares of Ordinary Shares to Davis.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Amendment to Section 1(b). Section 1(b) of the Subscription Agreement is hereby amended and restated in its entirety as follows:
“(b) Put option. Investor shall have a put option (the “Put Option”) commencing on the one-year anniversary of the Closing Date (as defined below). Pursuant to the Put Option, Investor shall have the right to sell to Issuer, and Issuer shall be obligated to purchase from Investor, all or any portion of shares of Ordinary Shares purchased pursuant to this Subscription Agreement, at a purchase price per share equal to 120% of the Per Share Subscription Price (the “Put Purchase Price” and, the cash payable, a “Cash Payment”); provided, however, that the Company shall have the option, at its sole discretion, to issue shares of Ordinary Shares in lieu of making a Cash Payment, of which the cost basis of each share shall equal Thirty Cents ($0.30), provided that the aggregate value of the shares of Ordinary Shares issuable to Investor in lieu of making any Cash Payment shall not exceed Three Hundred Forty-Six Thousand Eight Hundred Eight Hundred Dollars ($346,800). Investor may exercise the Put Option, in whole or in part, by delivering to Issuer a notice in writing in the form attached hereto in Schedule A (the “Put Notice”) at any time on or after the one-year anniversary of the Closing Date and prior to the Put Expiration Date (as defined below). Within five business days of receipt of the Put Notice, Issuer shall purchase the number of shares identified in the Put Notice (the “Put Shares”) by wire transfer of immediately available funds in an amount equal to the aggregate Put Purchase Price for the Put Shares to Investor’s account specified in the Put Notice or issue shares of Ordinary Shares to Investor or its designees in lieu of making a Cash Payment pursuant to this Section 1(b); provided that payment of the Put Purchase Price or issuance of shares, as applicable, shall be subject to the delivery of the Put Shares to Issuer or Issuer’s registrar for the Shares. The Put Option shall automatically terminate on the date that is the second-year anniversary of the Closing Date and (such earlier date, the “Put Expiration Date”).”
2. Effective Time. This Amendment shall be effective upon the Effective Date.
3. Notice of Reclassification and Adjustment. Davis hereby acknowledges and agrees that this Amendment shall serve as the requisite amendment and notice pursuant to Section 12 of the Subscription Agreement.
4. Effect of Amendment. Except as set forth in this Amendment, the provisions of the Subscription Agreement shall remain unchanged and shall continue in full force and effect.
5. Governing Law. Davis and the Company mutually acknowledge and agree that the laws of the State of New York, without regard to the internal laws of New York concerning conflicts of law, govern, control, and apply to this Amendment and all matters or claims arising out of or relating to this Amendment.
6. Entire Agreement. Except as otherwise provided in the Subscription Agreement, this Amendment (including the exhibits attached thereto) constitutes the entire agreement and understanding of the Company and Davis with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to the subject matter hereof and thereof.
7. Continuing Agreement. Except as specifically amended hereby, all of the terms of the Subscription Agreement shall remain and continue in full force and effect and are hereby confirmed in all respects.
8. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature page follows]
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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| COMPANY | ||
| NVNI GROUP LIMITED, | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Pierre Schurmann | |
| Name: | Pierre Schurmann | |
| Title: | CEO | |
| HOLDER | |
| /s/ Sean Davis | |
| Sean Davis, an individual |
Signature Page to Amendment to Subscription Agreement
Exhibit 99.1
Nuvini Group Announces Participation in the Sidoti Micro-Cap Investor Conference
NEW YORK, August 5, 2025 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading technology conglomerate in the Latin American SaaS sector, today announced that management will participate in the Sidoti Virtual Micro-Cap Conference being held on August 20-21, 2025.
Nuvini Chief Executive Officer and Founder Pierre Schurmann will present virtually on Wednesday, August 20 at 12:15 p.m. Eastern Time. A link to the webcast and associated presentation materials can be accessed here and through the Company’s investor relations website.
Additionally, management will be available for one-on-one meetings throughout the conference. To schedule a one-on-one meeting with Nuvini’s management please contact your Sidoti conference representative or reach out to investor relations at NVNI@mzgroup.us.
About Nuvini
Headquartered in São Paulo, Brazil, Nuvini is Latin America’s leading private serial acquirer of business to business (B2B) software as a service (SaaS) companies. The company focuses on acquiring profitable, high-growth SaaS businesses with strong recurring revenue and cash flow generation. By fostering an entrepreneurial environment, Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The company’s long-term vision is to buy, retain, and create value through strategic partnerships and operational expertise.
Forward-Looking Statements
Statements about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation: the Company’s ability to complete the potential acquisitions on the anticipated timeline or at all; general market conditions that could affect the consummation of the potential acquisition; if definitive documents with respect to a potential acquisition are executed, whether the parties will achieve any of the anticipated benefits of any such transactions; and other factors discussed in the “Risk Factors” section of the Company’s Ǫuarterly and Annual Reports filed with the Securities and Exchange Commission (“SEC”) and the risks described in other filings that the Company may make with the SEC. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. We caution you, therefore, against relying on any of these forward-looking statements.
Investor Relations Contact
Sofia Toledo
ir@nuvini.co
MZ North America
NVNI@mzgroup.us