Nvni Group Ltd Files 20-F/A Amendment

Ticker: NVNIW · Form: 20-F/A · Filed: Feb 3, 2025 · CIK: 1965143

Sentiment: neutral

Topics: amendment, annual-report, sec-filing

TL;DR

Nvni Group Ltd filed an amendment to its 2023 annual report, check for updates.

AI Summary

Nvni Group Ltd filed an amendment (20-F/A) to its annual report for the fiscal year ended December 31, 2023. The filing, submitted on February 3, 2025, is an amendment to their previous filing and pertains to their status as an annual report under the Securities Exchange Act of 1934.

Why It Matters

This amendment updates Nvni Group Ltd's annual report, providing crucial information for investors and regulators regarding the company's financial performance and disclosures for the 2023 fiscal year.

Risk Assessment

Risk Level: low — This filing is an amendment to an annual report and does not appear to contain new material financial events or significant changes.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of this 20-F/A filing?

This filing is an Amendment No. 1 to the Form 20-F, serving as an annual report for the fiscal year ended December 31, 2023.

When was this amendment filed?

The amendment was filed on February 3, 2025.

What fiscal year does this report cover?

The report covers the fiscal year ended December 31, 2023.

What is the SEC file number for Nvni Group Ltd?

The SEC file number for Nvni Group Ltd is 001-41823.

Where is Nvni Group Ltd incorporated?

Nvni Group Ltd is incorporated in the Cayman Islands.

Filing Stats: 4,480 words · 18 min read · ~15 pages · Grade level 11.2 · Accepted 2025-02-03 16:35:52

Key Financial Figures

Filing Documents

: Item 16G is hereby amended to clarify that we have elected to follow our home country

Item 16G: Item 16G is hereby amended to clarify that we have elected to follow our home country exemption in the Cayman Islands in lieu of certain Listing Rules of The Nasdaq Stock Market LLC. Except as described above, no other changes have been made to the Original Filing. Otherwise, this Amendment speaks as of the date of the Original Filing, and does not modify, amend or update any other item or disclosures in the Original Filing. As such, this Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. The Company's Chief Executive Officer and Chief Financial Officer are providing currently dated revised certifications as Exhibits 12.1, 12.2, 13.1 and 13.2 in connection with this Amendment. TABLE OF CONTENTS PART I Page INTRODUCTION 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6

KEY INFORMATION

ITEM 3. KEY INFORMATION 6 A. [Reserved] 6 B. Capitalization and Indebtedness 6 C. Reasons for the Offer and Use of Proceeds 6 D. Risk Factors 6

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 54 A. History and Development of the Company 54 B. Business Overview 60 C. Organizational Structure 73 D. Property, Plants and Equipment 73

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 73

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 74 A. Operating Results 74 B. Liquidity and Capital Resources 91 C. Research and Development, Patents and Licenses, etc. 100 D. Trend Information 100 E. Critical Accounting Estimates 101

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 101 A. Directors and Senior Management 101 B. Compensation 103 C. Board Practices 104 D. Employees 108 E. Share Ownership 109 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 109

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 110 A. Major Shareholders 110 B. Related Party Transactions 111 C. Interests of Experts and Counsel 115

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 115 A. Consolidated Statements and Other Financial Information 115 B. Significant Changes 116

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 116 A. Offer and Listing Details 116 B. Plan of Distribution 116 C. Markets 116 D. Selling Shareholders 116 E. Dilution 116 F. Expenses of the Issue 116

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 117 A. Share Capital 117 B. Memorandum and Articles of Association 117 C. Material Contracts 117 D. Exchange Controls 117 E. Taxation 117 F. Dividends and Paying Agents 124 G. Statement by Experts 124 H. Documents on Display 124 I. Subsidiary Information 124 J. Annual Report to Security Holders 124

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 125

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 127 A. Debt Securities 127 B. Warrants and Rights 127 C. Other Securities 127 D. American Depositary Shares 127 i PART II

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 128

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 128

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 128 A. Disclosure Controls and Procedures 128 B. Management's Annual Report on Internal Control Over Financial Reporting 129 C. Attestation Report of the Registered Public Accounting Firm 129 D. Changes in Internal Control Over Financial Reporting 129

RESERVED

ITEM 16. RESERVED 130

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 130

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 130

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 130

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 131

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 131

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 131

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 132

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 132

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 132

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 132

CYBERSECURITY

ITEM 16K. CYBERSECURITY 132 PART III

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 134

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 134

EXHIBITS

ITEM 19. EXHIBITS 134 ii PART I INTRODUCTION Cautionary Statement Regarding Forward-Looking Statements Some of the statements contained in 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 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

financial statements" mean the financial statements of the Registrant included herein

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 the 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. 2 "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. "Equity Incentive Plan" means the Nuvini 2023 Incentive Award Plan.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION [Reserved] Capitalization and Indebtedness Not applicable. Reasons for the Offer and Use of Proceeds Not applicable.

Risk Factors

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 o

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