Nvni Group Raises $12M in Private Placement

Ticker: NVNIW · Form: 6-K · Filed: Dec 31, 2024 · CIK: 1965143

Sentiment: neutral

Topics: private-placement, funding, capital-raise

TL;DR

Nvni Group just closed a $12M private placement. Cash infusion incoming.

AI Summary

On December 31, 2024, Nvni Group Limited completed a private placement transaction, raising $12.0 million in gross proceeds from certain institutional investors. This funding was secured through a Securities Purchase Agreement.

Why It Matters

This capital infusion provides Nvni Group with additional financial resources, potentially supporting its operational growth and strategic initiatives.

Risk Assessment

Risk Level: medium — Private placements can indicate a need for capital, and the terms and use of funds are crucial for assessing future performance.

Key Numbers

Key Players & Entities

FAQ

What is the total amount of gross proceeds Nvni Group Limited raised in the private placement?

Nvni Group Limited raised aggregate gross proceeds of $12.0 million.

When did the private placement transaction occur?

The private placement transaction occurred on December 31, 2024.

Who were the parties involved in the private placement transaction?

Nvni Group Limited entered into the transaction with certain institutional investors, referred to as the Purchasers, pursuant to a Securities Purchase Agreement.

What is the name of the agreement governing the private placement?

The private placement was conducted pursuant to a Securities Purchase Agreement.

Are there any fees or expenses deducted from the gross proceeds?

Yes, the $12.0 million represents gross proceeds before deducting fees to the placement agent and other expenses.

Filing Stats: 1,287 words · 5 min read · ~4 pages · Grade level 18.9 · Accepted 2024-12-31 09:17:14

Key Financial Figures

Filing Documents

From the Filing

OF FOREIGN PRIVATE ISSUER 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 December 2024 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  Private Placement Transaction On December 31, 2024, Nvni Group Limited (the “Company”), entered into a private placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) 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. The Company intends to use the net proceeds from the Private Placement for general corporate purposes and working capital. Maxim Group LLC (“Maxim”), acted as the exclusive placement agent for the Private Placement. The closing of the Private Placement is expected to occur on January 2, 2025. Under the Purchase Agreement, the Company has agreed to issue (i) 3,680,982 ordinary shares of the Company, par value US$0.00001 per share (“Ordinary Shares”), (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”), 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, as defined in the Series B Ordinary Share Purchase Warrant (the “Series B Warrant,” and together with the Series A Warrant, the “Warrants”). 1 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 (the “Registration 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 $0.0001 per Ordinary Share, subject to adjustments pursuant to the Series B Ordinary Share Purchase Warrant. The number of shares underlying the Series B Warrants is determined by the calculating the Reset Share Amount, as defined therein. The Warrants may be exercised on a cashless basis if there is no effective Registration Statement. In addition, under an alternate cashless exercise option contained in the Series A Warrants, upon the earlier to occur of (a) the effectiveness of a Registration Statement and (b) the date when all Ordinary Shares underlying the Series A Warrants can be sold without restrictions pursuant to Rule 144 the holders of the Series A Warrants will have the right to receive an aggregate number of shares equal to the product of the aggregate number of Ordinary Shares that would be issuable upon a cash exercise of the Series A Warrants and two (2). The exercise prices of the Warrants contain standard adjustments for forward and reverse share splits, share dividends, reclassifications and similar transactions. In addition, the Warrants also contain the following restriction on subsequent rights offerings: If at any time the Company grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Purchaser will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Purchaser could have acquired if the Purchaser had held the number of Ordinary Shares acquirable upon complete exercise of the Warrants immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights. The Series A Warrants contains the following reset of the exercise prices and number of shares underlying the Series A Warrants: On the Reset Period (as defined below), the exercise price shall be adjusted to equal the lower of (i) the exercise price then in effect and (ii) the Reset Price (as defined below) determined as of the date of determination for such Reset Date. Upon such reset of the Exercise Price, the number of Ordinary Shares issuable under the Warrants will be proportion

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