Business Context and Reporting Period
This Form 6-K filing by Nvni Group Ltd covers the month of January 2026, with the report dated January 29, 2026. The filing discloses the entry into a material definitive agreement: an Omnibus Amendment to existing debt instruments.
Key Financial Metrics and Debt Structure
The filing details the restructuring of specific debt obligations rather than reporting standard operating financial metrics such as revenue or cash flow.
- Existing Note: Originally issued August 2025 with a principal of $4,200,000; outstanding principal increased to $5,040,000 prior to exchange.
- Exchange Note: Created December 11, 2025, exchanging the Existing Note for a Senior Secured Convertible Note with a principal of $5,662,000.
- New Note: Issued December 11, 2025, with a principal of $2,865,000 for a subscription price of $2,550,000, due April 15, 2027.
- Interest Rates: Both the Exchange Note and the New Note do not bear an interest rate.
- Security Status: The Exchange Note and New Note are secured obligations ranking pari passu with other unsecured unsubordinated indebtedness.
Material Changes
On January 28, 2026, the Company executed an Omnibus Amendment with Required Holders affecting both the Exchange Note and the New Note. The material changes include:
- Redemption Schedule: The Monthly Redemption Date was amended to February 9, 2026, and subsequently to the first Business Day of each calendar month thereafter until full redemption.
- Documentation: The amendment incorporates Schedule 1, Schedule 2, and Schedule 3 referenced in Section 7(a)(vii) of the respective notes.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the terms of the debt agreements. The primary contingency noted is the requirement for full redemption of the notes according to the newly amended monthly schedule.
Investor Verification Checklist
- Verify the total outstanding principal of $8,527,000 ($5,662,000 Exchange Note + $2,865,000 New Note) and its impact on liquidity.
- Confirm the specific terms and collateral details in the attached Exhibit 10.1 (Omnibus Amendment).
- Assess the Company's ability to meet the accelerated monthly redemption schedule starting February 9, 2026.
- Review the conversion terms of the Exchange Note into ordinary shares.