NVNI

Business Context and Reporting Period

Nvni Group Ltd (NVNI) is a Cayman Islands exempted company operating as a holding entity for a portfolio of profitable B2B Software-as-a-Service (SaaS) companies in Brazil. The company completed a SPAC merger in September 2023 and lists on the Nasdaq Capital Market. This Form 20-F covers the fiscal year ended December 31, 2025. The company operates under a decentralized model, acquiring and managing specialized SaaS businesses while providing centralized back-office support.

Key Financial Metrics (Year Ended Dec 31, 2025)

Note: All financial figures are in Brazilian Reais (R$) unless otherwise noted. The increase in net loss in 2025 was primarily driven by a R$38.7 million expense related to the deconsolidation of the Smart NX subsidiary.

Material Changes vs. Prior Period

• Revenue Growth Stagnation: Revenue growth slowed to 1.8% in 2025 compared to 14.4% in 2024. While SaaS platform subscription revenue grew 2.4% and data analytics revenue surged 33.3%, setup and service revenue declined 52.0% due to the Smart NX deconsolidation.
• Expense Increases: General and administrative expenses rose 44% to R$82.8 million, largely due to the translation of USD-denominated expenses (audit, legal, director fees) into Reais at a less favorable average exchange rate (5.59 in 2025 vs. 5.39 in 2024).
• Deconsolidation Impact: The company terminated its acquisition agreement with Smart NX in May 2025, resulting in a R$38.7 million one-time charge and the removal of Smart NX's assets and liabilities from the balance sheet.
• Goodwill Impairment: Goodwill impairment charges decreased to R$14.6 million in 2025 from R$18.3 million in 2024, affecting the Leadlovers, Munddi, and Onclick cash-generating units.

Guidance, Outlook, Risks, and Unusual Items

Outlook and Strategic Acquisitions

The company is pursuing an aggressive acquisition strategy to diversify beyond Brazil and SaaS. Key developments include:

• Beyondsoft Acquisition: On April 3, 2026, Nvni entered a Share Purchase Agreement to acquire 51% of Beyondsoft, a global IT consulting firm, for an enterprise value of ~$158 million. The deal involves a deferred purchase price structure ($80.7 million payable in two installments by 2029) and is subject to closing conditions, including Microsoft Master Services Agreement assignment.
• MK Solutions: A binding term sheet was signed in September 2025 to acquire MK Solutions, a leading ERP for internet providers in Brazil. A dispute regarding a termination fee (R$7.1 million) arose in March 2026, which Nvni disputes.

Material Risks and Contingencies

• Going Concern: The audit report includes an explanatory paragraph regarding the company's ability to continue as a going concern due to a history of losses, a working capital deficit of R$348.5 million, and a shareholders' deficit of R$154.8 million. Management plans to raise additional capital via equity or debt to fund operations and acquisition obligations.
• Internal Control Weaknesses: The company identified material weaknesses in internal control over financial reporting (ICFR) and IT general controls as of December 31, 2025. Remediation is ongoing but hindered by the recent resignation of the CFO (Roberto Otero) in February 2026.
• Nasdaq Compliance: On January 28, 2026, Nasdaq notified the company of non-compliance with the minimum Market Value of Listed Securities (MVLS) requirement ($35 million). The company has an 180-day cure period until July 27, 2026, to regain compliance.
• Debt Covenants: The company has a history of covenant violations on its debentures, requiring waivers. As of December 31, 2025, the company was compliant with the Debt Service Coverage Index (5.1x vs. 4.0x target), but future compliance is not guaranteed.

Investor Verification Checklist

• Liquidity Runway: Verify the company's ability to secure the financing required to fund the Beyondsoft acquisition deferred payments and cover the R$348.5 million working capital deficit.
• Internal Control Remediation: Monitor the appointment of a permanent CFO and the progress of remediation plans for material weaknesses in ICFR to avoid potential restatements.
• Nasdaq Listing Status: Track the company's MVLS performance over the next 180 days to assess the risk of delisting.
• Acquisition Closing Conditions: Confirm the satisfaction of closing conditions for the Beyondsoft deal, specifically the assignment of the Microsoft Master Services Agreement.
• Debt Covenant Waivers: Review future quarterly reports for any new covenant breaches on debentures or investor loans that could trigger acceleration of debt.