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1、As filed with the U.S.Securities and Exchange Commission on February 10,2025Registration Statement No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Nvni Group Limited(Exact name of registrant as specified in its

2、charter)Cayman Islands 7372 98-1721993(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)P.O.Box 10008,Willow House,Cricket SquareGrand Cayman,Cayman Islands KY1-1001Tel:(+55 11)5642-3370(Address an

3、d telephone number of registrants principal executive offices)Cogency Global,Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Ross Carmel,Esq.Sichenzia Ross Ference Carmel LLP11

4、85 Avenue of the Americas,31st FloorNew York,NY 10036(212)930-9700 Approximate date of commencement of proposed sale to the public:From time to time after the date this registrationstatement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or co

5、ntinuous basis pursuant to Rule 415under the Securities Act of 1933 check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the

6、earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same

7、 offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registr

8、ant is an emerging growth company as defined in Rule 405 of the Securities Act of1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check markif the registrant has elected not to use the extended transition period

9、 for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification afte

10、r April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay itseffective date until the Registrant shall file a further amendment which specifically states that this registration statementshall thereafter become effective in accordance w

11、ith Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant tosaid Section 8(a),may determine.The information in this prospectus is not complete and may be changed.These secu

12、rities may not be sold until theregistration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not anoffer to sell,nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Subject to Completio

13、n dated February 10,2025 Up to 60,736,190 Ordinary Shares PROSPECTUS Nvni Group Limited This prospectus relates to the resale,from time to time,of up to an aggregate of 60,736,190 ordinary shares of the Company,US$0.00001 par value per share(“Ordinary Shares”),by the selling stockholders named elsew

14、here in this prospectus(“SellingStockholders”).The Ordinary Shares included in this prospectus consist of(i)3,680,982 Ordinary Shares issued to the SellingStockholders in a private transaction on January 2,2025(the“Private Placement”),(ii)36,809,820 Ordinary Shares issuable uponexercise of the Serie

15、s A ordinary warrants(“Series A Warrants”)issued to the Selling Stockholders in the Private Placementassuming an exercise price of US$0.652,which is the floor price,(iii)14,723,928 Ordinary Shares issuable upon exercise of theSeries B ordinary warrants(“Series B Warrants”and,together with the Series

16、 A Warrants,the“Warrants”)issued to the SellingStockholders in the Private Placement assuming that the exercise price of US$0.652,which is the floor price,is used to calculatethe maximum number of shares issuable pursuant to the Series B Ordinary Warrants and(iv)5,521,460 Ordinary Shares underlyingp

17、lacement agent warrants,as amended(the“Placement Agent Warrants”),issued to Maxim Partners LLC,in consideration forMaxim Group LLC acting as,the placement agent in the Private Placement.The Series A Warrants are immediately exercisable and expire one year from the effectiveness of the registration s

18、tatement ofwhich this prospectus forms a part or the date that the underlying shares are deemed eligible to be resold utilizing the Rule 144exemption.The Series A Warrants have an initial exercise price of US$6.52 per share,subject to certain adjustments.The Series BWarrants are immediately exercisa

19、ble and expire five years from the effectiveness of the registration statement and have anexercise price of US$0.0001 per share,subject to certain adjustments.The number of shares underlying the Series B Warrants isdetermined from time to time per the Reset Price,defined as the greater of 80%of the

20、lowest volume weighted average price(“VWAP”)during the Reset Period or US$0.652.The Placement Agent Warrants have an initial exercise price of US$6.52 pershare,subject to certain adjustments.This prospectus also covers any additional shares of common stock that may become issuable upon any anti-dilu

21、tion adjustmentpursuant to the terms of the Warrants and the Placement Agent Warrants issued to the Selling Stockholders by reason of stocksplits,stock dividends and other events described therein.See the section entitled,“Selling Stockholders”for additional information regarding the Selling Stockho

22、lders.The Selling Stockholders,or their respective transferees,pledgees,donees or other successors-in-interest,may sell the OrdinaryShares at prevailing market or privately negotiated prices,including in one or more transactions that may take place by ordinarybrokers transactions,privately negotiate

23、d transactions or through sales to one or more dealers for resale.The Selling Stockholdersmay sell any,all or none of the securities offered by this prospectus,and we do not know when or in what amount the SellingStockholders may sell the shares underlying the Series A Warrants,the Series B Warrants

24、 and the Placement Agent Warrants,asapplicable,hereunder following the effective date of this registration statement of which this prospectus forms a part.We providemore information about how a Selling Stockholder may sell its shares in the section titled“Plan of Distribution”on page 143 ofthis pros

25、pectus.We are registering the shares underlying the Series A Warrants,the Series B Warrants and the Placement Agent Warrants on behalfof the Selling Stockholders,to be offered and sold by them from time to time.We will not receive any proceeds from the sale of theOrdinary Shares by the Selling Stock

26、holders in the offering described in this prospectus.However,we will receive aggregateproceeds of up to approximately(i)US$12 million from the cash exercise of the Series A Warrants,(ii)US$1.4 thousand from thecash exercise of the Series B Warrants and(iii)US$3.6 million from the cash exercise of th

27、e Placement Agent Warrants.See“Useof Proceeds.”We cannot predict when and in what amounts or if any of the Series A Warrants,Series B Warrants or Placement Agent Warrantswill be exercised.We have agreed to bear all of the expenses incurred in connection with the registration of the shares underlying

28、the Series A Warrants,the Series B Warrants and the Placement Agent Warrants.The Selling Stockholders will pay or assumediscounts,commissions,fees of underwriters,selling brokers or dealer managers and similar expenses,if any,incurred for the saleof the shares underlying the Series A Warrants,the Se

29、ries B Warrants and the Placement Agent Warrants.We are an“emerging growth company,”as defined in Section 2(a)of the Securities Act,as modified by the Jumpstart Our BusinessStartups Act of 2012(the“JOBS Act”),and we may take advantage of certain exemptions from various reporting requirements thatare

30、 applicable to other public companies that are not emerging growth companies,including,but not limited to,not being requiredto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002(“Sarbanes-Oxley Act”).This prospectus complies with the requirements that a

31、pply to an issuer that is an emerging growth company.We are a“foreign private issuer”as defined under applicable Securities and Exchange Commission(“SEC”)rules and an areeligible for reduced public company disclosure requirements.In addition,our officers,directors and principal shareholders will bee

32、xempt from the reporting requirements of Section 16 of the Securities Exchange Act of 1934,as amended(“Exchange Act”).Weare not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S.companieswhose securities are registered under the Exchange Act.

33、Our Ordinary Shares are listed on The Nasdaq Capital Market(“Nasdaq”)under the symbol“NVNI”,and our public warrants arelisted on The Nasdaq Capital Market under the symbol“NVNIW”.On February 6,2025,the closing price of our Ordinary Shareswas US$5.22.You should read this prospectus and any prospectus

34、 supplement or amendment carefully before you invest in our securities.Investing in the Companys securities involves risks.See“Risk Factors”beginning on page 23 of this prospectus.Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon thead

35、equacy or accuracy of this prospectus.Any representation to the contrary is a criminal offense.Prospectus dated February 10,2025.TABLE OF CONTENTS ABOUT THE PROSPECTUSiiIMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURESiiINDUSTRY AND MARKET DATAiiiCAUTIONARY STATEMENT REGARDING FORWARD

36、-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING21RISK FACTORS23UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION69SELECTED CONSOLIDATED HISTORICAL AND OTHER FINANCIAL INFORMATION73USE OF PROCEEDS77DIVIDEND POLICY78BUSINESS79MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

37、AND RESULTS OFOPERATIONS91BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT120DESCRIPTION OF SECURITIES127CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS133SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES134BENEFICIAL OWNERSHIP OF SECURITIES135SELLING STOCKHOLDERS136CERTAIN MATERIAL U.S.FEDERAL I

38、NCOME TAX CONSIDERATIONS138PLAN OF DISTRIBUTION143EXPENSES RELATED TO THE OFFERING145SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S.SECURITIES LAWS146LEGAL MATTERS147EXPERTS147WHERE YOU CAN FIND MORE INFORMATION147INDEX TO FINANCIAL STATEMENTSF-1 i ABOUT THE PROSPECTUS This prospe

39、ctus is part of a registration statement on Form F-1 that we filed with the SEC.The Selling Stockholders named inthis prospectus may,from time to time,sell the securities described in this prospectus in one or more offerings.This prospectusincludes important information about us,the securities being

40、 offered by the Selling Stockholders and other information you shouldknow before investing.You should rely only on the information contained in this prospectus,any amendment or supplement to this prospectus or anyfree writing prospectus prepared by us or on our behalf.Any amendment or supplement may

41、 also add,update or changeinformation included in this prospectus.Any statement contained in this prospectus will be deemed to be modified or supersededfor purposes of this prospectus to the extent that a statement contained in such amendment or supplement modifies or supersedessuch statement.Any st

42、atement so modified will be deemed to constitute a part of this prospectus only as so modified,and anystatement so superseded will be deemed not to constitute a part of this prospectus.See“Where You Can Find More Information.”Neither we nor any of the Selling Stockholders have authorized any other p

43、erson to provide you with different or additionalinformation.Neither we nor any of the Selling Stockholders take responsibility for,nor can we provide assurance as to thereliability of,any other information that others may provide.The information contained in this prospectus is accurate only as of t

44、hedate of this prospectus or such other date stated in this prospectus,and our business,financial condition,results of operationsand/or prospects may have changed since those dates.This prospectus contains summaries of certain provisions contained in someof the documents described in this prospectus

45、,but reference is made to the actual documents for complete information.All of thesummaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to in this prospectushave been filed,will be filed,or will be incorporated by reference as exhibits to the regi

46、stration statement of which this prospectusis a part,any you may obtain copies of those documents as described under“Where You Can Find More Information.”Neither we nor any of the Selling Stockholders are making an offer to sell these securities in any jurisdiction where the offer orsale is not perm

47、itted.Except as otherwise set forth in this prospectus,neither we nor any of the Selling Stockholders have taken anyaction to permit a public offering of these securities outside the United States or to permit the possession or distribution of thisprospectus outside the United States.Persons outside

48、 the United States who come into possession of this prospectus must informthemselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectusoutside the United States.The Selling Stockholders may offer and sell the securities directly to

49、 purchasers,through agents selected by the SellingStockholders,or to or through underwriters or dealers.A prospectus supplement,if required,may describe the terms of the plan ofdistribution and set forth the names of any agents,underwriters or dealers involved in the sale of securities.See“Plan ofDi

50、stribution.”This prospectus contains references to our trademarks and to trademarks belonging to other entities.Solely for convenience,trademarks and trade names referred to in this prospectus,including logos,artwork and other visual displays may appear withoutthe or symbols,but such references are

51、not intended to indicate,in any way,that their respective owners will not assert,to thefullest extent under applicable law,their rights thereto.We do not intend our use or display of other companies trade names ortrademarks to imply a relationship with,or endorsement or sponsorship of us by,any othe

52、r companies.Certain amounts that appear in this prospectus may not sum due to rounding.Unless the context indicates otherwise,the terms“Nvni,”the“Nuvini Group,”“Company,”“we,”“us”and“our”refer to NvniGroup Limited,a Cayman Islands exempted company,and Nuvini S.A.and its subsidiaries,predecessor of N

53、vni Group Limited).IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES We qualify as a“foreign private issuer”under the Exchange Act,and we prepare our financial statements in accordance withIFRS Accounting Standards(“IFRS”),as adopted by the International Accounting Standards Board(“IA

54、SB”).IFRS differs incertain material respects from U.S.generally accepted accounting principles(“U.S.GAAP”)and,as such,our financial statementsare not comparable to the financial statements of U.S.companies prepared in accordance with U.S.GAAP.Certain of the measures included in this prospectus may

55、be considered non-IFRS financial measures.Non-IFRS financialmeasures should not be considered in isolation from,or as a substitute for,financial information presented in compliance withIFRS,and non-IFRS financial measures may not be comparable to similarly titled amounts used by other companies.ii I

56、NDUSTRY AND MARKET DATA Unless otherwise indicated,information contained in this prospectus concerning our industry and the regions in which weoperate,including our general expectations and market position,market opportunity,market share and other managementestimates,is based on information obtained

57、 from various independent publicly available sources and other industry publications,surveys and forecasts,which we believe to be reliable based upon our managements knowledge of the industry.We have notindependently verified the accuracy and completeness of such third-party information to the exten

58、t included in this prospectus.Such assumptions and estimates of our future performance and growth objectives and the future performance of our industry andthe markets in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors,including those disc

59、ussed under the headings“Risk Factors,”“Cautionary Statement Regarding Forward-Looking Statements”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”in this prospectus.CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this prospectu

60、s may constitute“forward-looking statements”within the meaning of the Private SecuritiesLitigation Reform Act of 1995.Forward-looking statements include,but are not limited to,statements regarding expectations,hopes,beliefs,intentions or strategies regarding the future.In addition,any statements tha

61、t refer to projections,forecasts or othercharacterizations of future events or circumstances,including any underlying assumptions,are forward-looking statements.Thewords“anticipate,”“believe,”“contemplate,”“continue,”“could,”“estimate,”“expect,”“forecast,”“intends,”“may,”“might,”“plan,”“possible,”“p

62、otential,”“predict,”“project,”“should,”“would”and similar expressions may identify forward-lookingstatements,but the absence of these words does not mean that a statement is not forward-looking.Forward-looking statements inthis prospectus may include,for example,statements about:the Companys financi

63、al performance;the ability to maintain the listing of the Ordinary Shares on The Nasdaq Stock Market LLC(“Nasdaq”);changes in the Companys strategy,future operations,financial position,estimated revenues and losses,projected costs,prospects and plans;the Companys ability to develop and launch new pr

64、oducts and services;the Companys ability to successfully and efficiently integrate future expansion plans and opportunities;the Companys ability to grow its business in a cost-effective manner;the Companys product development timeline and estimated research and development costs;the implementation,m

65、arket acceptance and success of the Companys business model;developments and projections relating to the Companys competitors and industry;the Companys approach and goals with respect to technology;the Companys expectations regarding its ability to obtain and maintain intellectual property protectio

66、n and not infringe onthe rights of others;the impact of war,state,terror threats or adverse public health developments on the Companys business;changes in applicable laws or regulations;and the outcome of any known and unknown litigation and regulatory proceedings.These forward-looking statements ar

67、e based on information available as of the date of this prospectus,and current expectations,forecasts and assumptions,and involve a number of judgments,risks and uncertainties.Accordingly,forward-looking statementsshould not be relied upon as representing views as of any subsequent date,and no oblig

68、ation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made,whether as a result of new information,futureevents or otherwise,except as may be required under applicable securities laws.iii PROSPECTUS SUMMARY This summary highlights selecte

69、d information contained elsewhere,or incorporated by reference,in this prospectus.Thissummary does not contain all the information that you should consider before investing in our securities.Before making aninvestment decision,you should read this entire prospectus carefully,especially“Risk Factors”

70、and the financial statementsand related notes thereto,and the other documents to which this prospectus refers.Some of the statements in this prospectusconstitute forward-looking statements that involve risks and uncertainties.See“Cautionary Statement Regarding Forward-Looking Statements”for more inf

71、ormation.Our Company Nuvinis business philosophy is to invest in established companies and foster an entrepreneurial environment that enablescompanies to become leaders in their respective industries,creating value through long-term partnerships with the existingmanagement of the Nuvini Acquired Com

72、panies and accelerating the growth of acquired companies through improvedcommercial strategies,increased efficiency of internal processes,and enhanced governance structures.While Nuvinisacquisition targets are generally profitable,Nuvini is an early-stage company with a history of operating losses.S

73、ee“RiskFactorsRisks Related to the Nuvini Groups BusinessNuvini is an early-stage company with a history of operating lossesand expects to incur significant expenses and continuing losses at least for the near-and medium-term,which may affect itsability to continue as a going concern.”Nuvinis core s

74、trategy is to acquire,operate,retain and partner with existing management of established companies.Nuvinibelieves that the businesses it has acquired have the potential to be leaders in their respective markets due to Nuvinis culturethat facilitates each Nuvini Acquired Company to operate independen

75、tly and encourages them to partner with Nuvinismanagement.Nuvini chose each of the Nuvini Acquired Companies because it believes that their respective existingmanagement teams understand the economics of their respective industries better than most of their competitors,therebypromoting long-term suc

76、cess for each Nuvini Acquired Company within each specific industry.Nuvini believes it creates value through long-term partnerships by focusing on accelerating the growth of each NuviniAcquired Company through strengthening its commercial strategies,increasing the efficiency of internal processes an

77、denhancing its governance structure.With a diversified portfolio of B2B companies in multiple markets,Nuvini believes it hasthe experience and expertise to optimize the performance of the Nuvini Acquired Companies businesses and expedite theirdevelopment.Nuvini believes it optimizes performance by p

78、roviding back-office support,which allows for the standardizationof processes and benefits,and leverages people and talent consistently across the Nuvini Group.As further detailed below in“Capabilities of the Nuvini Acquired Companies,”the Nuvini Acquired Companies offerproprietary SaaS products to

79、their clients to meet certain critical requirements.Nuvini believes that the Nuvini AcquiredCompanies products and services enable each of their respective clients to increase sales,improve client service,increase teamproductivity and operate more cost-effectively.Nuvini believes that acquiring SaaS

80、 companies that are consistent with its business philosophy enhances its ability to earnabove average returns on its capital.Nuvini believes it continues to foster organic growth by expanding the Nuvini Acquired Companies client,geographic andproduct reach.Nuvinis acquisition strategy is to select t

81、arget companies based on financial metrics(such as recurring revenueand positive cash generation),relevant growth potential and the target companys discrete market within the SaaS industry.Business Model Nuvini acquires,manages and builds software as a service(“SaaS”)companies that have strong cash

82、generation andrevenue growth,are leaders in fragmented markets and generate a recurring,solid client base with low client turnover.Below isa discussion of Nuvinis business model in acquiring target companies and accelerating Nuvini Acquired Companiesefficiencies and growth:1 Acquire Nuvinis business

83、 model is focused on acquiring profitable business to business(“B2B”)SaaS companies with thefollowing characteristics:a cohesive and focused business model,recurring revenue,positive cash generation and relevantgrowth potential.Further,Nuvini opts for acquiring companies that are leaders in discrete

84、 markets.Nuvini prides itself of aquick and efficient capital allocation process,combined with a diligent and repeatable mergers and acquisitions(“M&A”)process.Nuvini aims to achieve this by executing the following during the M&A process:Conducting robust due diligence on historical financial statem

85、ents,KPIs,legal and tax position with externalconsulting,best practices connected with founders earnout value;Establishing an Investment Committee for monitoring and approving new mergers and acquisitions;and Causing the board of directors of Nuvini(“Board”)to review the fit between the portfolio/ac

86、quisition targets strategyand Nuvinis strategy.Manage The graphic below illustrates Nuvinis business model of managing the Nuvini Acquired Companies.Once Nuvini acquires a SaaS company,Nuvini focuses on managing it according to the following principles:Accelerate Efficiency and Growth:Nuvini has a v

87、ision and strategy to focus on growth and best practices.In an effort tomaximize each Nuvini Acquired Companys performance,Nuvini provides back-office support,which includes but is notlimited to,talent training and sourcing,accounting standardization,and audit support.The back-office support standar

88、dizesprocesses and benefits and leverages people and talent consistently across the Nuvini Group.By utilizing talent sourcing andretention strategies from the Nuvini Group,Nuvini provides training for talent across the Nuvini Acquired Companies.Decentralized Management Structure:Each Nuvini Acquired

89、 Company has experienced management teams operating ineach of its respective SaaS companies,backed by Nuvinis infrastructure.The results of the financial performance of the NuviniAcquired Companies are consolidated and reviewed at the level of Nuvini for purposes of making decisions concerningfinanc

90、ial management.Nuvini provides financial and strategic expertise with respect to capital allocation,acquisitions,finance,tax,compensation policy and recruitment.Each Nuvini Acquired Companys management is motivated to administer its business in a highly focused manner.Management of each Nuvini Acqui

91、red Companies are encouraged to leverage their respective market sector knowledge in orderto maximize the growth opportunities,profitability and return on capital employed within their business.2 The Nuvini Groups decentralized management structure has allowed the Nuvini Group to facilitate separate

92、 managementteams with key client relationships and deep market sector knowledge that are more focused and efficient than would be thecase under a centralized management model.This creates a high degree of scalability within the Nuvini Groups business modeland provides the Nuvini Group with the oppor

93、tunity to continue growing over both the short-and long-term.Build Once an acquired business begins to achieve targeted financial performance,Nuvini shifts its focus to building the businessthrough autonomy,people,finance and continued growth as follows:Autonomy:Nuvini believes that a key strength i

94、n Nuvinis growth strategy is that each Nuvini Acquired Company is notrequired to integrate onto the same enterprise resource planning(“ERP”).Nuvini accomplishes this by utilizing ERP software toconsolidate information across the Nuvini Acquired Companies,which connects the Nuvini Acquired Companies

95、operations byleveraging the Nuvini Acquired Companies legacy ERP.This approach mitigates the risks associated with post-acquisitionintegration,allowing each business to maintain its own identity and organization while keeping that business structurallyseparate.Without requiring integration,Nuvini be

96、lieves it can attract better entrepreneurs and allow Nuvinis founders to deliverthe best practices for the Nuvini Group.People and Finance:Nuvini focuses on identifying the best talent sources,deploying relevant training and retaining toptalent in the industry.Nuvini focuses on best practices in tal

97、ent acquisition and retention and aims to reduce employee turnoverand hiring timespan.Additionally,for each acquired business,Nuvini develops a talent-focused succession strategy for the post-earnout period.From a finance perspective,Nuvini implements accounting standardization across the Nuvini Acq

98、uired Companies,and willundergo an annual audit by an accounting firm.By utilizing a shared back-office approach,the Nuvini Group benefits fromefficiencies in a standardized contract,as the contract can be leveraged across various acquired companies.Growth:Nuvini continues to seek opportunities to g

99、row its portfolio by providing guidance as an advisor to companiesother than the Nuvini Acquired Companies and engaging in tuck-in acquisitions.Tuck-in acquisitions occur when Nuviniabsorbs a target company to incorporate a specific resource of that target company to grow Nuvinis market share.Nuvini

100、believes this is beneficial because such acquisitions are designed to increase an existing client base.Capabilities of the Nuvini Acquired Companies Nuvini seeks to buy,manage and grow SaaS companies that provide mission-critical services.Listed below are the NuviniAcquired Companies and their respe

101、ctive offerings.As of June 30,2024,the Nuvini Acquired Companies with a materialcontribution to Nuvinis revenues are Effecti,Ipe and Mercos.1.EffectiOn October 30,2020,Nuvini S.A.acquired 100%of the equity interest in Effecti.Effecti operates the“My Effecti”bidding platform,through which bidders can

102、 find,register,dispute and monitor the notices issued bythe Brazilian federal,state and municipal government through electronic trading sessions.Effecti operates the“MyEffecti”bidding platform,through which bidders can find,register,dispute and monitor the notices issued by theBrazilian federal,stat

103、e and municipal government through electronic trading sessions.Effectis team of specialistsworks on developing industry leading tools to deliver safer and more efficient performance to contract biddersconducting business with the Brazilian government.Effectis services simplify processes through auto

104、matedinnovative solutions in a transparent and secure way,reduce the time their clients spend performing tasks duringthe contract bidding process and enable their clients to focus on increasing their revenues.The software allowsclients to:(i)screen and find related bids that are to their product and

105、 services through smart filters,(ii)register theproposals in the main public bidding portals,(iii)automate bids,which allows for several simultaneous tradingsessions and(iv)centralize all messages in one environment,which optimizes the end to end process.Effectisrevenue is based entirely on monthly

106、software licensing and does not participate or generate any commission,directly or indirectly,from the transactions its platform facilitates.Although Effecti is the third largest revenuegenerator in the Nuvini Group,its most relevant client represents less than 0.5%of Nuvini S.A.s total revenues.3 2

107、.LeadloversOn February 5,2021,Nuvini S.A.acquired 100%of the equity in Leadlovers.Leadlovers providesan easy-to-use platform that assists entrepreneurs in creating digital products and supports entrepreneurs onlinebusinesses by providing them samples and templates of webpages,digital marketing tools

108、 and client servicesupport in Portuguese.Leadlovers renders client support via marketing lead capture and generation(5,000 leads,page builder,page templates,forms Facebook lead ads,unlimited shipping emails,lead tracking),engagement(e-mail automation,sales funnel,SMS marketing,e-learning,members are

109、a)and analysis(open rate,click andshipping,lead scoring,leads segmentation and metrics reports).The software is built on three pillars:content,management and integration.The first pillar,content,not only focuses on personalization,such as allowing aclient to customize email chains and SMS to be sent

110、 to a clients desired contact list,but also educates potentialclients through online course offerings in a personalized environment.The second pillar,management,focuses oncreation and organization.Entrepreneurs may be able to create web pages,advertise and convert visitors intoleads,as well as track

111、 and manage traded sales opportunities in real time.The third pillar,integration,deals withaccess and use of application programming interfaces of major financial institutions and Nuvinis CRMtechnology,which clients can integrate into their marketing and sales operations.Leadlovers has a diversedata

112、base of clients,as it targets autonomous workers and small and medium-sized enterprises.3.Ip DigitalOn February 19,2021,Nuvini S.A.acquired 100%of the equity interest in Ip Digital.Ip Digitaloffers its clients with support services related to revenue,products and inventory,sales and cashier,managing

113、service orders,issuance of reports,financial control,SMS sending,integration between stores,integration withlaboratory,client permissions and issuance of slips.Ip Digitals services assist its clients in maintaining clientrelationships,enhancing sales,cashier and work orders management,its sales and

114、marketing and financialmanagement.4.DatahubOn February 19,2021,Nuvini S.A.acquired 100%of the equity interest in Datahub.Datahub offersmarketing and sales solutions including market analysis,historical market studies,knowledge of client portfolios,visualization of results in thematic maps and lead g

115、eneration,that aim to enrich its client base and prospects.Datahub also renders risk and compliance services,including fraud prevention,collection and recovery,credit risk,anti-money laundering,Know Your Customer and M&A due diligence services.Datahub uses Big Data Analytics,meaning the process of e

116、xamining large and complex data sets to help organizations make informed businessdecisions,Machine Learning and client knowledge,connecting Datahubs data to its clients systems in an effort tolower client costs and provide more accurate results.5.OnClickOn April 22,2021,Nuvini S.A.acquired 100%of th

117、e equity interest in OnClick.OnClick is a SaaSB2B company focused on developing ERP solutions for retail,e-commerce,industry,distribution and services.OnClick has four ERP systems:OnClick ERP(enables real-time management views that ensure practicality inprocesses,reliability in decision-making and m

118、ore efficiency and productivity),OnClick KPL(offers solutions tothe challenges faced by online retailers,whether in inventory management,financial management or order flowagility),OnClick KPL Start(streamlined version of the leading back office software for e-commerce),andOnClick PDV(offers features

119、 that deliver more performance,security and connectivity to a clients business).Additionally,OnClick offers OnClick Partner,which is a program aimed at clients interested in expanding theirportfolio of Solutions and adding value to their businesses.OnClick Partner includes training and certification

120、through OnClick Academy,generation and routing of qualified leads by region,client relationship managementaccess,cooperative marketing actions,invitations to industry events in which OnClick participates,sharing ofbusiness and technical content,business indication and promotion of the channel on the

121、 OnClick website.OnClickseeks to improve the management of its clients businesses through technology and innovation by building smarttools to assist with creating quality relationships with its clients.4 6.MercosOn June 30,2021,Nuvini S.A.entered into an investment agreement with the shareholders of

122、 Mercos toacquire 100%of the total share capital of Mercos and assumed control on August 10,2021.To date,Nuvini S.A.has a 57.91%equity interest in Mercos.Mercos provides B2B software that focuses on sales management,automation and e-commerce to industries,distributors and representatives.This softwa

123、re helps to organize clientsbusiness operations by automating the issuance of orders,selling online to clients and integrating into ERPsystems.Mercos supports clients through sales automation and integration with the clients ERP and provided B2Be-commerce sectors for consumer goods.Mercos B2B softwa

124、re primarily provides solutions for:(i)delays inreceiving orders(which are often times hand-typed and susceptible to errors),(ii)sellers mistakes(where oftensellers forget important information related to transactions due to focus on client guided sales),(iii)lack of astructured trade policy(due to

125、multiple and varied business policies on each sales channel),(iv)disorientedbusiness operation(due to sellers not having visibility on performance,which then leads limited reach tocommercial managers)and(iv)inefficient face-to-face sales(due to high processing costs,limited availability formeetings

126、between sellers and clients,and inefficiency in ordering goods).Mercos client database is notconcentrated Mercos most valuable client represents less than 1%of Mercos total gross revenue.As a result,Mercos does not rely on any one account in order to deliver financial results.Overall,Mercos software

127、 offers aholistic approach in seamlessly integrating sales and management processes for industries,distributors andrepresentatives.7.Smart NXOn January 25,2023,Nuvini S.A.entered into a business combination agreement by and amongGuilherme Honorio De Souza and Smart NX and Smart NX LTDA,as intervenin

128、g and consenting parties,asamended on February 23,2023,June 8,2023,and August 1,2023.To date,Nuvini S.A.has a 55%equity interestin Smart NX.Smart NX is a limited liability company duly organized under the laws of Brazil and based in MatiasBarbosa,Minas Gerais,Brazil.Smart NX builds digital client ex

129、perience journeys that connect B2C companieswith their clients via sales billing and client service.Smart NX delivers a full digital journey for its clients forhigher client service efficiency,increases in sales and collections,cost reductions through digitalized operation andhigher client satisfact

130、ion.Seasonality Nuvinis business in general is not subject to seasonality although the Nuvini Group has historically received a highervolume of orders from new and existing clients during the second half of each fiscal year.See“Sales and MarketingChannels”for more information.Growth Opportunity Nuvi

131、nis target geographic markets include Brazil and Latin America,which have a combined annual global IT spend ofUS$161 billion.The Latin American SaaS sector is expected to grow rapidly within the coming years.In 2023,the LatinAmerican Software as a Service(SaaS)market reached approximately US$4.76 bi

132、llion and is projected to grow at a compoundannual growth rate(CAGR)of 7.5%from 2024 to 2032,aiming for US$9.13 billion by 2032,according to Statista and Informesde Expertos.Growth Strategy Nuvini acquires,manages and builds SaaS companies which provide software solutions that address the specific n

133、eeds ofits clients in discrete,specialized sectors.Nuvini focuses on acquiring established companies,allowing them to grow in anentrepreneurial environment,collaborate with existing management teams that understand the industry and support thesecompanies through expertise in financial and strategic

134、capital allocation to generate significant cash flow and revenue growth.5 Nuvini maintains a robust and active M&A pipeline to ensure its continued growth.As of the date of this prospectus,Nuvini has approximately 92 target companies,56 analyzed companies and 32 companies in the current engaged pipe

135、line.Nuvini conducts its initial analysis by considering if a company should be in its M&A pipeline for being generally a profitableB2B SaaS company with a consolidated business model,recurring revenue,positive cash generation and relevant growthpotential,and has received an expected purchase price

136、or valuation from the selling company or its advisors.Nuvini believesthat it could sign a non-binding letter of intent for an M&A transaction with any of the companies in its current engaged pipelineat any time based on Nuvinis initial analysis and current market dynamics.Nuvinis initial analysis is

137、 meant to ensure that suchcompanies are already interested in Nuvinis model and are willing to engage Nuvini without the need for Nuvini to actively andfurther pursue such companies.Nuvini believes that the current market conditions where the Nuvini Group operates aredepressed and deflated,which tra

138、nslates to fewer competing bidders.Nuvini believes that its model is attractive for suchcompanies in the current market conditions because most of Nuvinis M&A activities are not integrations or consolidations butinvolve creating plans that do not intend to decrease or terminate the employees of the

139、acquired companies.Additional factorsalso indicate that such companies will sign non-binding letters of intent including overall company strategy,cultural fit,financial considerations,market conditions,regulatory considerations,and the interests of the Nuvini Group as a whole.Allcompanies that are e

140、ngaged in the M&A pipeline have voluntarily entered discussions about potential M&A transactions.Thesediscussions have involved sharing data rooms to provide information about the company,allowing Nuvini to learn more aboutthe companys business,meeting founders and managers,and permitting Nuvini to

141、conduct market research.Nuvini continuesto receive monthly updates from these companies for a period of 6 to 12 months before Nuvini decides to pursue a transaction.While Nuvini acquisition targets are generally profitable,Nuvini is an early-stage company with a history of operating losses.See“Risk

142、Factors Risks Related to the Nuvini Groups Business Nuvini is an early-stage company with a history ofoperating losses and expects to incur significant expenses and continuing losses at least for the near-and medium-term,whichmay affect its ability to continue as a going concern.”The core elements o

143、f the Nuvini Groups ongoing growth strategy include:1.Continuing to Build the Nuvini Groups Existing Businesses through Organic Growth Initiatives.As Nuvini acquiresestablished companies,it believes that additional growth can be fostered by allowing existing management to function in anentrepreneuri

144、al environment.Nuvini will continue to focus on accelerating the growth of each acquired business throughstrengthening the commercial strategy,increasing the efficiency of internal processes and enhancing its governance structure.2.Acquiring and Managing New Companies through Acquisitions.Nuvini wil

145、l continue to target and acquire companies toaccelerate growth and maximize its return on invested capital.To date,there have been seven strategic acquisitions.Nuvini hasretained the majority of management teams from each Nuvini Acquired Company,which has allowed Nuvini to retain theknowledge to man

146、age and continue to grow these companies.The Nuvini Group believes it is well-positioned to expand its presence as a SaaS platform in Brazil into Latin America.This expansion strategy is bolstered by structural competitive advantages provided by the Nuvini Acquired Companies ownintegrated platform a

147、nd proprietary technologies with vast untapped potential to be further unlocked.In particular,the NuviniGroup intends to pursue the following measures for sustainable growth:Inorganic growth:The Nuvini Group provides solutions for Brazil and believes it has inorganic growth potential byscaling-up th

148、e proven merger and acquisition strategy into and across Latin America.Its inorganic growth strategy includes:oFocus on Brazil and Latin America;oStrategy to replicate the tested business model in other geographies;oGoal to conclude at least four acquisitions per year;oSolid pipeline mapped with com

149、panies all over Brazil;and oSupport of Mercato,with expertise in Latin America Organic growth:The Nuvini Group intends to grow organically by accelerating the Nuvini Acquired Companies growthin less saturated markets;increasing efficiency and improving margins by capitalizing on cross-selling opport

150、unities betweenthe Nuvini Acquired Companies.6 Roll-up of proprietary products and solutions:The Nuvini Group aims to accelerate the expansion of the Nuvini AcquireCompanies proprietary SaaS data software solutions.Guided by a“land and expand”strategy with companies and with aproduct roadmap aimed t

151、o better serve large and mid-sized enterprises,the Nuvini Group believes that certain of the NuviniAcquired Companies clients will naturally migrate away from third-party product offerings to the Nuvini Acquired Companiesproprietary solutions.The Nuvini Group expects to be able to extract more value

152、 from the Nuvini Acquired Companies clientportfolio,with each of their legacy businesses serving as a strong source of referrals for its proprietary platforms and solutions.Moreover,the Nuvini Group believes that its increased offering of AI&data analytics services can facilitate a deepening of itsc

153、lient relationships,which,in turn,can present additional cross-selling and upselling opportunities for the Nuvini AcquiredCompanies proprietary solutions.Expand global footprint through selective geographic extension to attract diverse clients across geographies:TheNuvini Group believes that most or

154、ganizations will in the future embrace a data-centric business approach,as evidenced by anincrease in public cloud adoption,and,therefore,there is a substantial opportunity to continue in growing the Nuvini AcquiredCompanies client base globally.The Nuvini Group intends to pursue geographic expansio

155、n by increasing market penetration inBrazil and Latin America,while expanding into new locations.The Nuvini Group believes that this increased global penetrationwill be driven by the expansion of Latin America-based clients expanding outside of their local geographies,as well asmultinationals that d

156、evelop a software solution to serve their Latin American operations and then seek to implement it acrosstheir global operations.The Nuvini Group believes it is well-positioned to capture this global expansion trend with a portfolio ofproducts with global reach,internationally competitive pricing and

157、 the ability to provide 24x7 support.To drive new clientgrowth,the Nuvini Group intends to continue investing in sales and marketing both in Brazil as well as in its core expansionsectors.Nuvini intends to expand its operations internationally both organically and via acquisitions.For the years ende

158、dDecember 31,2023,and 2022 and the six-months ended June 30,2024,100%of revenue was generated in Brazil.Expand relationships with existing clients and focus on cross and up-selling opportunities:As clients realize thebenefits of the Nuvini Acquired Companies SaaS services,clients typically increase

159、their consumption by processing,storingand sharing more data and gradually replacing third-party software products.In this way,the Nuvini Acquired Companiesclient relationships typically begin with offering a single software product or service and,over time,evolve to encompass a fullrange of data so

160、lutions across a broader range of platforms.To this end,the Nuvini Group intends to further expand the scope ofthe technical services provided by the Nuvini Acquired Companies software engineers as well as build specialized datasoftware solutions for existing clients,particularly through increased i

161、nvestments in enhanced up-selling and cross-sellingefforts.Nuvini intends to focus such endeavors on large clients with expansive data needs in order to promote scale andoperating leverage for the Nuvini Acquired Companies software and technical services.Execute bolt-on acquisitions with strategic v

162、alue:Nuvini intends to pursue selected strategic acquisitions,joint ventures,investments and alliances that can(i)accelerate the execution of its business plan,(ii)maximize cross-selling and up-sellingopportunities and(iii)strengthen the Nuvini Groups relationships with Latin American and multinatio

163、nal companies to expandawareness and usage of its product portfolio.In addition,Nuvini intends to pursue acquisition opportunities that may expand itstechnological and software development capabilities,add proprietary intellectual property and bring experienced,talented anddedicated professionals to

164、 the Nuvini Groups team.Nuvini believes Nuvini Acquired Companies management teams have benefited from Nuvinis solutions,which broughtefficiency,speed,assertiveness,and optimization to their decisions in the following ways:Chief information officers of the Nuvini Acquired Companies have benefited fr

165、om Nuvinis solutions,transformingraw data into analytics;Project and business leaders of the Nuvini Acquired Companies benefited from Nuvinis solutions,capturingoptimization metrics for their most relevant businesses;7 The Nuvini Acquired Companies data scientists have benefited from Nuvinis solutio

166、ns,optimizing their capabilitiesfor building new algorithms;and Chief executive officers of the Nuvini Acquired Companies have benefited from Nuvinis solutions,as Nuvini servesas a strong ally in increasing their revenues and enabling effective cloud management.Market Opportunity We are well-positio

167、ned to leverage favorable industry trends across various business sectors.The latest advancements intechnology and market dynamics are reshaping how organizations utilize data,which we believe will benefit us.Key trendsinclude:Digital Transformation as a Competitive Necessity:Digital transformation

168、is now a critical priority for nearly allglobal organizations,regardless of industry.This shift fundamentally changes how businesses use technology to engage withcustomers and compete in the market.Software applications have become essential drivers of business success.Conversely,poor technological

169、performance can lead to negative user experiences,lost revenue,customer attrition,a damaged brand image,and decreased employee productivity.Consequently,companies across sectors are making significant investments to digitallytransform their operations and enhance customer experience.Data as the Core

170、 of Business Innovation:Data is pivotal in driving a companys digital transformation,offering deeperinsights for business optimization.It has revolutionized how customer relationships are managed,enabling the delivery ofengaging and personalized experiences,anticipating market trends,predicting cust

171、omer behavior,and shaping new businessstrategies.We believe that organizations worldwide are actively seeking ways to transform their operations by capturing,analyzing,and utilizing data effectively.Customers The clients of the Nuvini Acquired Companies are ultimately the clients of the Nuvini Group

172、.The largest clients typicallyengage the Nuvini Group for more than one software product or solution,together with complementary data analytics and othersupport services,each pursuant to separate contracts with varying scopes and durations based on the type of product or service.However,the Nuvini G

173、roup did not have any significant clients,constituting over 10%of its overall revenue.For the yearsended December 31,2023,and 2022 and the six-months ended June 30,2024,and 2023,the Nuvini Group had a total of21,708,21,644 and 22,055,21,718 clients,respectively.The Nuvini Groups client base is diver

174、sified and unique to each NuviniAcquired Companies services and product lines.Sales and Marketing Channels Nuvini sells its products and services through the Nuvini Acquired Companies direct sales and marketing teams,consistingof 134 individuals across all subsidiaries.Each Nuvini Acquired Company h

175、as a dedicated sales and marketing team which hasin-depth knowledge of the sector as well as how each of its products and services can support clients.Consistent with other data solutions and software providers,the Nuvini Group has historically received a higher volume oforders from new and existing

176、 clients during the second half of each fiscal year.Nuvini believes that this results from higherretail sales volume during the second half of the fiscal year.Software Engineering and Research&Development The Nuvini Groups product development strategy combines innovation of existing technologies,int

177、roduction of newtechnologies and committed,long-term support for its clients current systems.The Nuvini Groups research and developmentactivities are focused on designing,developing,testing,and integrating new products as well as enhancing the features andfunctionality of its existing software solut

178、ions.The Nuvini Group also seeks to offer streamlined upgrade and migration toolsfor its clients.8 The Nuvini Group relies primarily on its in-house capabilities to develop software solutions using industry-standardsoftware development tools unless doing so is costly and not strategic to its busines

179、s,the Nuvini Group will have to licensecertain technology components from third-party providers.Intellectual Property Intellectual property rights are important for the success of the Nuvini Groups business.The Nuvini Group relies on acombination of copyright(including software),trademark,domain nam

180、e and trade secret laws in Brazil and other jurisdictions,as well as license agreements,confidentiality procedures,non-disclosure agreements with its own employees and third partiesand other contractual protections,to protect its intellectual property rights,including the Nuvini Groups proprietary t

181、echnology,software,know-how and brand.In Brazil,as of the date of this annual update,the Nuvini Group has no registered patents,no pending patent applications,25 registered trademarks,two pending trademark applications,seven registered and several unregistered proprietary softwares,62 domain names r

182、egistered with the Registro.br(the Brazilian internet domain name registry)and 126 other domain namesregistered with other internet domain name registries in foreign jurisdictions.Nuvini continually reviews its development effortsto assess the existence and patentability of new intellectual property

183、.Although the Nuvini Group relies on intellectual property rights,such as patents,copyrights(including software),trademarks,domain names and trade secrets,as well as contractual protections to establish and protect the Nuvini Groupsproprietary rights,it believes that factors such as the technologica

184、l and creative skills of the Nuvini Groups personnel,creationof new services,features and functionality and frequent enhancements to its platform are essential to establishing andmaintaining the Nuvini Groups competitive position.Despite the Nuvini Groups efforts to safeguard its technology and prop

185、rietary rights through intellectual property rights,licenses and other contractual protections,unauthorized parties may still copy or otherwise obtain and use Nuvini Groupssoftware and other technology,as well as use and file for similar trademarks and domain names.Any significant impairment ofthe N

186、uvini Groups intellectual property rights could adversely affect the Nuvini Groups business or its ability to compete.The Nuvini Group controls access to and use of its proprietary technology and other confidential information through theuse of internal and external controls,including contractual pr

187、otections with employees,contractors,clients and partners.The Nuvini Group requires its employees,consultants and other third parties to enter into confidentiality and proprietaryrights agreements and the Nuvini Group controls and monitors access to its software,documentation,proprietary technologya

188、nd other confidential information.The Nuvini Groups policy is to require all employees and independent contractors to signagreements assigning to the Nuvini Group any inventions,trade secrets,works of authorship,developments,processes and otherintellectual property generated by them on its behalf an

189、d under which they agree to protect the Nuvini Groups confidentialinformation.In addition,the Nuvini Group generally enters into confidentiality agreements with the Nuvini AcquiredCompanies clients and partners.Competition Competing to acquire SaaS companies is generally based upon several factors i

190、ncluding seamless integration of the NuviniAcquired Companies,diversification and profitability.Nuvinis approach to acquiring businesses is to acquire companies thatoperate in distinct,highly specialized sectors within the SaaS market,which allows Nuvini to diversify the Nuvini Groupsbusinesses and

191、pursue the companies that have recurring revenue,positive cash generation and strong growth potential.Thisallows Nuvini to focus on acquiring companies that have a recurring client base with low client turnover.Nuvini believes thisapproach enables it to be more competitive than its peers.Nuvinis dir

192、ect competitors include Constellation Software Inc,Vitec,Roper Technologies and Tyler Technologies.Although Nuvinis competitors have completed a higher number of acquisitions(primarily based on when each competitor wasfounded),Nuvini has demonstrated higher recurring revenues,gross margin and EBITDA

193、 margin compared to its competitors.More importantly,Nuvini believes that its focus on the Brazilian and Latin American markets provides a competitive edgebecause unlike its other direct competitors operating in a more expansive global regions,Nuvini is able to direct and devoteresources to the Braz

194、ilian and Latin American markets,while also providing local support to the Nuvini Acquired Companies.9 Regulatory Overview Data Protection and Privacy The Nuvini Acquired Companies use,collect,store,transmit and process client data to run the Nuvini AcquiredCompanies businesses.As a result,the Nuvin

195、i Groups compliance with local,state,federal and foreign laws and regulationsdealing with the use,collection,storage,transmission,disclosure,disposal,and other processing of personal data is core to theoperation of the Nuvini Acquired Companies businesses.Regulators around the world have adopted or

196、proposed requirementsregarding the collection,use,transfer,security,storage,destruction and other processing of personal data.The applicability ofthese laws and regulations to the Nuvini Acquired Companies,and the Nuvini Acquired Companies scope and interpretation,are constantly evolving,often uncer

197、tain and may conflict between jurisdictions,and the Nuvini Group anticipates the number ofdata privacy laws and the scope of individual data privacy and protection rights will increase,and as a result,the NuviniGroups associated compliance burdens and costs could increase in the future.It may be cos

198、tly to implement security or othermeasures designed to comply with these laws and regulations,as well as any new or updated laws or regulations.Any actual orperceived failure to safeguard data adequately,destroy data securely or otherwise comply with the requirements of these lawsand regulations,may

199、 subject the Nuvini Group to litigation,regulatory investigations or enforcement actions under federal,stateor foreign data security,unfair practices or consumer protection laws and contractual penalties,and result in monetary damages,damage to the Nuvini Groups reputation or adversely affect the Nu

200、vini Acquired Companies ability to retain clients or attractnew clients.A number of the jurisdictions in which the Nuvini Group operates have adopted or are considering adopting data protectionand privacy laws and regulations,including Brazil and the United States.BRAZIL In September 2020,Brazilian

201、Federal Law No.13,709,dated August 14,2018,the Brazilian General Data Protection Law(Lei Geral de Proteo de Dados Pessoais,or“LGPD”),came into effect to regulate the processing of personal data in Brazil.The LGPD establishes general principles,obligations and detailed rules to be observed by individ

202、uals and public or privatecompanies in operations involving processing of personal data in Brazil,including but not limited to,the collection,use,processing and storage of personal data,in all economic sectors,including in the relationship between clients and suppliers ofgoods and services,employees

203、 and employers and other relationships in which personal data is processed,whether in a digitalor physical environment.The LGPD provides for,among other things,the rights of the data subjects,the legal bases applicableto the processing of personal data,the requirements to obtain consent,the obligati

204、ons and requirements related to securityincidents and leakages and transfers of personal data,the obligations of a data controller and a data processor,as well as thecreation of the Brazilian Data Protection Authority(Autoridade Nacional de Proteo de Dados,or“ANPD”),which is theentity responsible fo

205、r the inspection,promotion,disclosure,regulation and application of the LGPD.Federal Law No.14,010,dated June 10,2020,amended certain provisions of the LGPD.As a result,in case ofnoncompliance with the LGPD,the Nuvini Group is subject to administrative sanctions applicable by the ANPD as of August 1

206、,2021 onwards,on an isolated or cumulative basis,that can range from warnings,obligation to disclose incidents,temporaryblocking and/or elimination of personal data related to the infraction,a simple fine of up to 2.0%of the Nuvini Groups revenueor revenue of the Nuvini Acquired Companies in Brazil

207、for the last fiscal year,excluding taxes,up to the global amount of R$50million per violation,a daily fine,up to the aforesaid global limit,suspension of the operation of the database related to theinfraction for a maximum period of six-months,which can be extended for an equal period,up to the regu

208、larization of theprocessing by the controlling shareholder,suspension of activities related to processing of personal data related to the infractionfor a period of six-months,which can be extended for an equal period,to the partial or total prohibition to exercise activitiesrelated to data processin

209、g.The imposition of LGPD administrative sanctions does not inhibit the imposition of administrative sanctions set forth byother laws that address issues related to data privacy and protection,such as the Brazilian Code of Consumer Defense and theBrazilian Civil Rights Framework for the Internet.Thes

210、e administrative sanctions can be applied by other public authorities,such as the Attorney Generals Office and consumer protection agencies.The Nuvini Group can also be subject to civilliabilities for violation of any of these laws.In addition to the administrative sanctions due to the noncompliance

211、 with the obligations established by the LGPD,theNuvini Group can be held liable for individual or collective material damages,and non-material damages caused to datasubjects,including when caused by service providers that serve as data processors on the Nuvini Acquired Companies behalf.10 UNITED ST

212、ATES In the United States,various laws and regulations apply to the security,collection,storage,use,disclosure and otherprocessing of certain types of data.For example,California adopted the CCPA,which became effective in January 2020.TheCCPA establishes a privacy framework for covered businesses,in

213、cluding an expansive definition of personal information anddata privacy rights for California residents.Among other requirements,the CCPA mandates new disclosure to Californiaconsumers and allows California consumers to request a copy of the personal information collected about them,request deletion

214、of their personal information and request to opt out of certain sales of personal information.The CCPA includes a frameworkwith potentially severe statutory damages and private rights of action.Further,in November 2020,California voters passed theCPRA,which expands the CCPA with additional data priv

215、acy compliance requirements and establishes a regulatory agencydedicated to enforcing those requirements.In addition,other states,such as Virginia,have also adopted or are consideringadopting similar data privacy laws and all 50 states have adopted laws requiring notice to consumers of a security br

216、eachinvolving their personal information.EUROPEAN UNION AND THE UNITED KINGDOM The European Unions(EU)GDPR became effective in May 2018,and is applicable to companies processing personal dataof data subjects in the European Economic Area(the“EEA”).The GDPR is wide-ranging in scope and implements str

217、ingentrequirements in relation to the collection,use,retention,protection,disclosure,transfer and other processing of personal datarelating to EEA data subjects,with substantial monetary penalties for violations.Personal data as defined under the GDPRincludes any type of information that can identif

218、y a living individual,including name,identification number,email address,location,internet protocol addresses and cookie identifiers.Among other requirements,the GDPR mandates more stringentadministrative requirements for controllers and processors of personal data,including,for example,notice of an

219、d a lawful basisfor data processing activities,data protection impact assessments,a right to“erasure”of personal data and data breachreporting.In the case of noncompliance with the obligations under the GDPR,companies may be exposed to significant finesranging from 10 million to 20 million or 2.0%to

220、 4.0%of total worldwide annual revenue,whichever is higher.The GDPRalso provides that EU member states may enact their own additional laws and regulations in relation to certain data processingactivities.Recent legal developments in the EU have also created complexity and uncertainty regarding trans

221、fers of personaldata from the EEA to“third countries,”especially the United States.For example,on July 16,2020,the Court of Justice of theEuropean Union(the“CJEU”)in Schrems II invalidated the EU-U.S.Privacy Shield Framework,a mechanism for the transferof personal data from the EEA to the United Sta

222、tes,and made clear that reliance on standard contractual clauses may not besufficient in all circumstances,whereby organizations may be required to take supplementary measures.Furthermore,on June 4,2021,the European Commission published a new set of modular standard contractual clauses which are des

223、igned to take intoaccount the CJEUs judgement in Schrems II and must be used for all new contracts entered into and new processingoperations undertaken as of September 27,2021.The United Kingdoms(“UK”)withdrawal from the EU and ongoing developments in the UK have created uncertaintyregarding data pr

224、otection regulation in the UK.Following the UKs withdrawal from the EU on January 31,2020(“Brexit”),pursuant to the transitional arrangements agreed to between the UK and EU,the GDPR continued to have effect in law in theUK,and continued to do so until December 31,2020,as if the UK remained a member

225、 state of the EU for such purposes.Following December 31,2020,and the expiry of those transitional arrangements,the data protection obligations of the GDPRcontinue to apply to UK-related processing of personal data in substantially unvaried form by virtue of section 3 of theEuropean Union(Withdrawal

226、)Act 2018,as amended,which,together with the amended UK Data Protection Act of 2018,transposes the GDPR in UK national law(“UK GDPR”).However,going forward,there may be increasing scope fordivergence in application,interpretation and enforcement of data protection laws as between the UK and the EEA,

227、and therelationship between the UK and the EEA in relation to certain aspects of data protection laws remains uncertain.For example,the new set of standard contractual clauses only apply to the transfer of personal data outside of the EEA and not the UK.Although the European Commission adopted an ad

228、equacy decision with respect to the UK on June 28,2021,allowing the flowof personal data from the EEA to the UK to continue,this decision will be regularly reviewed and may be revoked if the UKdiverges from its current adequate data protection laws following Brexit.The UK Information Commissioners O

229、ffice hasconsulted on,and is developing,its own international data transfer requirements,including its own specific international datatransfer agreement and a UK addendum to the standard contractual clauses.The Nuvini Group is accordingly monitoring thesedevelopments,but it may,in addition to other

230、impacts,experience additional costs associated with increased complianceburdens and be required to engage in new contract negotiations with third parties that aid in processing personal data on theNuvini Groups behalf or localize certain data.11 Regulators in the EEA and UK are increasingly focusing

231、 on compliance with requirements in the online behavioraladvertising ecosystem.National laws in the EEA that implement the ePrivacy Directive are likely to be replaced by the ePrivacyRegulation,which will significantly increase fines for non-compliance,although it will not have an effect in the UK a

232、s a resultof Brexit.This again introduces the possibility that the Nuvini Group will be subject to separate and additional legal regimeswith respect to ePrivacy,which may result in further costs and may necessitate changes to Nuvini S.A.s business practices.TheGDPR and UK GDPR require opt-in,informe

233、d consent for the placement of cookies on a clients device,and imposesconditions on obtaining valid consent(e.g.a prohibition on pre-checked consents).Increased regulation of cookies may lead tobroader restrictions and impairments on the Nuvini Groups online activities and may negatively impact its

234、ability to understandits clients,and there has been a notable rise in enforcement activity from supervisory authorities across the EEA in relation tocookies-related violations.Anti-corruption and Sanctions The Nuvini Group is subject to anti-corruption,anti-bribery,anti-money laundering and economic

235、 sanctions and tradecompliance laws and regulations imposed by governments with jurisdiction over its operations,which may include the BrazilianFederal Law No.12,846/2013(“Brazilian Anti-Corruption Law”),the Brazilian Federal Law No.9,613/1998,as amended(“Brazilian Anti-Money Laundering Law”),the Br

236、azilian Federal Law No.8,429/1992,as amended(“Brazilian AdministrativeImprobity Law”),the United States Foreign Corrupt Practices Act of 1977,as amended(“FCPA”),and the Proceeds of CrimeAct,as amended.The Brazilian Anti-Corruption Law,the FCPA and the Proceeds of Crime Act prohibit corporations andi

237、ndividuals from engaging in improper activities to obtain or retain business or to influence a person working in an officialcapacity.These laws and regulations prohibit,among other things,providing,directly or indirectly,anything of value to anyforeign government official,or any political party or o

238、fficial thereof,or candidate for political office to improperly influencesuch a person.Historically,technology companies have been the target of FCPA and other anti-corruption investigations andpenalties.In addition,the Nuvini Group is subject to U.S.and foreign laws and regulations that restrict it

239、s activities in certaincountries and with certain persons.These include the economic sanctions regulations administered by the U.S.Department ofTreasurys Office of Foreign Assets Control,the U.S.Department of State,the U.S.Department of Commerce,the UnitedNations Security Council and other relevant

240、sanctions authorities.Cybersecurity BRAZIL In the cases in which the Nuvini Group provides services to financial institutions,payment institutions and other entitieslicensed to operate by the Brazilian Central Bank,the Nuvini Group may be required by such institutions to comply with certainrequireme

241、nts set forth in the Cybersecurity Regulations(as defined below).The Brazilian National Monetary CouncilResolution No.4,893,dated as of February 26,2021(“Resolution 4,893/21”)and the Brazilian Central Bank Resolution No.85,dated as of April 8,2021(“Resolution 85/21”and,together with Resolution 4,893

242、/21,“Cybersecurity Regulations”)providegeneral rules related to(i)the cybersecurity policy that needs to be implemented by such entities,as well as(ii)theirengagement of data storage,data processing and cloud computing service providers.Particularly in relation to data processing and cloud computing

243、 service providers,the Cybersecurity Regulations define aseries of rules related to the engagement of third parties to provide“material services”of such nature in Brazil and offshore.Therules create minimum criteria and conditions for the engagement of third parties,establishing“indirect”rules for s

244、uchoutsourced entities.As part of the controls required by the Cybersecurity Regulations,regulated entities are required to adopt corporategovernance and management practices in proportion to the relevance of the service to be provided and the related risks.In otherwords,regulated entities should ha

245、ve their own governance mechanisms for engaging material cloud computing,dataprocessing and data storage services,and be liable for that.Among the abovementioned controls,regulated entities must verify if the third parties performing such material servicesare able to ensure the following:(i)complian

246、ce with the legislation and regulations in force;(ii)access to the regulated entity tothe data and information to be processed or stored by the service provider;(iii)confidentiality,integrity,availability andretrieval of data and information processed or stored by the service provider;(iv)adherence

247、to the certifications required by theregulated entity for the provision of the services to be contracted;(v)access to the reports prepared by an independentspecialized auditing firm engaged by the service provider,regarding the procedures and controls used to provide the services tobe contracted;(vi

248、)provision of adequate information and management resources to monitor the services to be provided;(vii)identification and segregation of client data of the institution through physical or logical controls;and(viii)the quality of accesscontrols aimed at protecting the data and information of the reg

249、ulated entitys clients.12 Recent Developments Amendment to Placement Agent Warrants On January 31,2025,the Company amended its previously issued placement agent warrants(“Amended Placement AgentWarrants”)to match their terms with the Series A Warrants issued in the offering that closed on January 3,

250、2025.Theamendments include a reset feature,adjusting the exercise price to the lower of the existing price and 80%of the lowest dailyVWAP during the Reset Period,subject to a US$0.652 floor price,and an alternative cashless exercise option,allowing holdersto receive twice the number of shares upon e

251、xercise if exercised under certain conditions.The shares issuable upon exercise ofthe Amended Placement Agent Warrants are being registered in the registration statement of which this prospectus forms a part.The Nasdaq Deficiency Notices In January 2024,Nuvini received a notice of deficiency(the“Boa

252、rd Departure Notice”)from the Listing QualificationsDepartment of the Nasdaq Stock Market(“Nasdaq”)relating to the resignation of Mr.Randy Millian from the board of directorsof Nuvini and the audit committee of the board of directors.With the resignation of Mr.Millian,Nuvini ceased to be incomplianc

253、e with Nasdaq Listing Rule 5605(c)(2)(A)requiring three independent members on its audit committee.The BoardDeparture Notice indicated that,consistent with Nasdaq Listing Rule 5605(c)(4),Nasdaq will provide Nuvini a cure period inorder to regain compliance until the earlier of the Companys next annu

254、al shareholders meeting or December 30,2024 or,if thenext annual shareholders meeting is held before June 26,2024,then the Company must evidence compliance no later than June26,2024.On February 5,2024,Nuvini announced the appointment of Mr.Joo Antnio Dantas Bezerra Leite as Board Memberand Audit Com

255、mittee Chair and has cured the Board Departure Notice deficiency.In May 2024,Nuvini received a notice of non-compliance(the“20-F Notice”)from the Listing Qualifications Departmentof the Nasdaq stating that Nuvini was not in compliance with Nasdaq Listing Rule 5250(c)(1)because Nuvini did not timely

256、fileits annual report for the fiscal year ended December 31,2023,on Form 20-F with the SEC.The notice indicated that,consistentwith Nasdaq rules for continued listing,Nuvini would have 60 calendar days from the date of the Notice,or until July 16,2024,to submit to Nasdaq a plan to regain compliance

257、with the Nasdaq Listing Rules.On November 12,2024,Nasdaq issued a StaffDetermination Letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC to the Company.On November 15,2024,the Company formally requested a hearing and submitted a plea to remain listed.On Nove

258、mber 22,2024,the Company received confirmation of the hearing date and time,scheduled for January 14,2025,at 11:00a.m.(E.T.).This date serves as the deadline for the Company to present a formal compliance plan and demonstrate its efforts to regaincompliance.On December 26,2024,we filed our overdue A

259、nnual Report on Form 20-F for the fiscal year ended December 31,2023,with the SEC.On January 8,2025,Nuvini received a letter from the Listing Qualifications Department of Nasdaqconfirming that the previously reported deficiency related to the late filing of the Companys Form 20-F for the fiscal year

260、ended December 31,2023,has been cured.In addition,Nuvini received a notification letter(the“Bid Price Notice”)dated November 1,2024,from the ListingQualifications Department of the Nasdaq notifying Nuvini that the minimum bid price per share of its ordinary shares wasbelow US$1.00 for a period of 30

261、 consecutive business days and that the Company did not meet the minimum bid pricerequirement set forth in Nasdaq Listing Rule 5550(a)(2)(the“Minimum Bid Price Requirement”).Pursuant to Nasdaq ListingRule 5810(c)(3)(A),the Company has a compliance period of one hundred eighty(180)calendar days from

262、the Bid PriceNotice,or until April 30,2025(the“Compliance Period”),to regain compliance with Nasdaqs Minimum Bid PriceRequirement.If at any time during the Compliance Period,the closing bid price per share of the Companys ordinary shares isat least US$1.00 for a minimum of ten(10)consecutive busines

263、s days,Nasdaq will provide the Company a written confirmationof compliance and the matter will be closed.13 In the event Nuvini does not regain compliance by April 30,2025,Nuvini may be eligible for an additional 180 calendarday grace period.To qualify,Nuvini will be required to meet the continued l

264、isting requirement for market value of publicly heldshares and all other initial listing standards for the Nasdaq Capital Market,with the exception of the bid price requirement,andwill need to provide written notice of its intention to cure the deficiency during the second compliance period,includin

265、g byeffecting a reverse stock split,if necessary.Nuvini intends to monitor the closing bid price of its ordinary shares and will consider its options in order to regaincompliance with the Minimum Bid Price Requirement.On January 9,2025,Nuvini received a notification letter(“the Interim Balance Sheet

266、 and Income Statement Notice”)fromthe Listing Qualifications Department of the Nasdaq stating that Nuvini was not in compliance with Nasdaq Listing Rule5250(c)(2)because Nuvini did not timely file a Form 6-K containing an interim balance sheet and income statement as of theend of its second quarter.

267、The notice indicated that,consistent with Nasdaq rules for continued listing,Nuvini would have 60calendar days from the date of the Notice,or until March 10,2025,to submit to Nasdaq a plan to regain compliance with theNasdaq Listing Rules.Nuvini has filed a Form 6-K containing an interim balance she

268、et and income statement.The BoardDeparture Notice,the 20-F Notice,the Bid Price Notice and the Interim Balance Sheet and Income Statement Notice had noimmediate effect on the listing of the Companys ordinary shares,and the Companys ordinary shares continue to trade onNasdaq under the symbol“NVNI”.If

269、 Nuvini does not regain compliance under the compliance plan approved by the Nasdaq,Nasdaq will notify Nuvini that its Ordinary Shares will be delisted.Nuvini may be unable to maintain the listing of Nuvinisecurities in the future.Appointment of Board Member and Audit Committee Chair;Appointment of

270、Chief Operating Officer On February 5,2024,Nuvini announced the appointment of Mr.Joo Antnio Dantas Bezerra Leite as Board Member andAudit Committee Chair.Mr.Bezerra Leite has over 35 years of experience in the technology,payments,and banking industriesin Brazil.He served as a Managing Director at B

271、anco Itau S.A.,the largest private bank in Latin America,from 1996 to 2019,where he held several executive positions as Chief Technology Officer,Chief Security Officer,Chief Information Officer for theCredit Cards and Insurance business divisions and served as Chief Information Officer for Rede S.A.

272、,one of the largestelectronic payment solutions providers in Brazil.During that time,he led several digital Transformational projects andsupported multiple bank acquisition processes and datacenter integrations.Mr.Bezerra Leite holds a bachelors degree inelectronic engineering from Instituto Mau de

273、Tecnologia(1983)and extension courses from Columbia Business School,Wharton,Fundao Getlio Vargas,Insper,Fundao Dom Cabral,Swiss Finance Institute and Singularity University.He is afintech investor and mentor,coordinating early-stage fintech investments at Bossa Nova Investimentos,the largest microve

274、nture capital in Latin America,member of several Advisory Boards in payments,software,technology and data-drivencompanies in Latin America and USA,member of the Board of Directors at 2W Ecobank,a leading provider of renewableenergy in Brazil,member of the Board of Directors at Culqi,an innovative pa

275、yments company in Peru,owned by BCP,andmember of the Audit Committee at Banco Carrefour in Brazil.On November 5,2024,Nuvini announced the appointment of Mr.Jos Mrio de Paula Ribeiro Junior as Chief OperatingOfficer,effective October 24,2024.Mr.Ribeiro Jr.has over 32 years of experience as an entrepr

276、eneur in the technology andfinance industries in Brazil.Mr.Ribeiro Jr.founded numerous operational companies and philanthropic organizations,demonstrating his vast expertise in business development and innovation.Since October 1992,he has been leading GrupoCheck,where he invests in emerging companie

277、s,providing capital structure,business expertise,organizational management,high-performance teams,innovative technological platforms,governance,and networking.His main focus is on value creation,leveraging,and selling business assets.Mr.Ribeiro Jr.has held significant positions in various companies,

278、including Partner andBoard Member at Banco BS2 since June 2023,and Partner&Board Member at Adiq Pagamentos since September 2019,wherehe also served as CEO until April 2024.He is the Founder and Leader of Instituto Crditos do Bem since October 2000,and anAdvisory Board Member at Movimento Comunitrio

279、Estrela Nova since April 2021.Additionally,he serves as a Fiscal CouncilMember at Instituto Articule since November 2020.From November 1996 to September 2019,Mr.Ribeiro Jr.was the drivingforce behind Check Express,where he founded 33 companies focused on technology and financial service innovations.

280、Hisearly career includes co-founding Aratec and Efacec do Brasil,specializing in network automation for energy,gas,sanitation,and telecom industries from October 1992 to July 2000.He also held various engineering and executive roles at Comgs,USP,Metr,and Themag between 1985 and 1992.Mr.Ribeiro Jr.ho

281、lds a degree in Electrical/Electronic/Safety Engineering fromUNESP-Universidade Estadual Paulista,completed in 1984.His extensive experience and innovative approach to businessmake him a valuable asset to the Company.14 The Convertible Notes On November 1,2024,Nuvini entered into a Convertible Promi

282、ssory Note Purchase Agreement(the“Note PurchaseAgreement”)with Heru Investment Holdings Ltd.,an entity controlled by the Companys Chief Executive Officer,and otherinvestors(collectively,the“Investor”),for the purchase of convertible promissory notes(the“Convertible Notes”)in theprincipal amount of a

283、t least US$2,900,000 and up to US$5,000,000.The Convertible Notes shall mature within 12 months fromthe issuance date(the“Maturity Date”)and interest shall accrue at an annual rate of 5.00%,calculated on the basis of a 365-dayyear.Prior to the Maturity Date,the Investors shall have the option to con

284、vert the Convertible Notes into ordinary shares of theCompany resulting from the division of the principal amount and accrued interest under the Convertible Notes by a conversionprice of US$1.10 per ordinary share.The transaction is expected to close within 90 days from the date of the Note Purchase

285、Agreement.Private Placement The Company engaged in four sections of PIPE Financing.The first happening concurrently with the execution anddelivery of the Business Combination Agreement,in which the PIPE Investors entered into the Subscription Agreements for thePIPE Financing,pursuant to which the PI

286、PE Investors committed to subscribe for and purchase an aggregate purchase price ofUS$12,800,000,1,280,000 Mercato Class A Common Stock(at US$10.00 per share).Such subscribed shares were converted toour Ordinary Shares in connection with the Business Combination.In the second PIPE Financing closing,

287、PIPE Investors entered into the Subscription Agreement pursuant to which PIPEInvestors committed to subscribe for and purchase and aggregate purchase price of US$1,270,000,747,059 Ordinary Shares(atUS$1.70 per share).The Company granted certain customary registration rights to PIPE Investors in conn

288、ection with both PIPEFinancing closings.On January 15,2024,Nuvini entered into individual subscription agreements with specific PIPE investors.These investorscommitted to subscribing for and purchasing a total of 1,358,824 shares at a conversion price of US$1.70,in exchange for aninvestment of US$2,

289、310,000.On November 1,2024,Nuvini completed the issuance and sale in a private placement of a total of 766,957 ordinary sharesof Nuvini for gross proceeds of approximately US$580,824 or US$0.75 per share(the“Per Share Purchase Price”)inaccordance with the terms and conditions of subscription agreeme

290、nts(the“Subscription Agreements”)entered into with each ofthe investors in the private placement(the“Investors”).On November 7,2024,and November 17,2024,Nuvini entered into distinct subscription agreements with specific PIPEinvestors.These investors agreed to subscribe to and purchase 1,213,714 ordi

291、nary shares,at a conversion price of US$0.7573,inexchange for an investment of US$919,158.On January 3,2025,Nuvini entered into individual subscription agreements with specific PIPE investors.These investorscommitted to subscribing for and purchasing a total of 3,680,982 shares at a conversion price

292、 of US$3.2600,in exchange for aninvestment of US$12,000,000.The Subscription Agreement also provides the Investor with certain registration rights to file a registration statement withthe Securities and Exchange Commission covering the resale of the ordinary shares purchased under the SubscriptionAg

293、reement.The ordinary shares sold in the private placement were sold pursuant to the exemption from the registrationrequirements under Section 4(a)(2)of the Securities Act of 1933,as amended(the“Securities Act”).On January 2,2025,Nuvini completed the issuance and sale in a private placement transacti

294、on(the“Private Placement”),pursuant to a Securities Purchase Agreement and a Registration Rights Agreement with certain institutional investors(the“Purchasers”)for aggregate gross proceeds of US$12.0 million,before deducting fees to the placement agent and otherexpenses payable by the Company in con

295、nection with the Private Placement.The Company intends to use the net proceeds fromthe Private Placement for general corporate purposes and working capital.Maxim Group LLC(“Maxim”),acted as theexclusive placement agent for the Private Placement.15 The offering consisted of the sale of(i)3,680,982 or

296、dinary shares of the Company,par value US$0.00001 per share,(ii)certain Series A ordinary share purchase warrants registered in the name of each Purchaser to purchase up to a number ofordinary shares equal to 50%of such Purchasers ordinary shares(the“Series A Warrant”),and(iii)certain Series B ordin

297、aryshare Purchase warrants registered in the name of such Purchaser to purchase up to a number of ordinary shares equal to theMaximum Eligibility Number,as defined in the Series B ordinary share purchase warrant.The Series A Warrants are immediately exercisable and expire one year from the effective

298、ness of the registration statementwith respect to the underlying ordinary shares(the“Registration Statement”)for a purchase price equal to US$3.26 per ordinaryshare,subject to adjustments pursuant to the Series A ordinary share purchase warrant.The Series B Warrants are immediatelyexercisable and ex

299、pire five years from the effectiveness of the registration statement for a purchase price equal to US$0.0001per ordinary share,subject to adjustments pursuant to the Series B Ordinary share purchase warrant.The number of sharesunderlying the Series B Warrants is determined by calculating the Reset S

300、hare Amount,as defined therein.The Warrants may be exercised on a cashless basis if there is no effective Registration Statement.In addition,under analternate cashless exercise option contained in the Series A Warrants,upon the earlier to occur of(i)the effectiveness of aRegistration Statement and(i

301、i)the date when all Ordinary Shares underlying the Series A Warrants can be sold withoutrestrictions pursuant to Rule 144 the holders of the Series A Warrants will have the right to receive an aggregate number ofshares equal to the product of the aggregate number of Ordinary Shares that would be iss

302、uable upon a cash exercise of theSeries A Warrants.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 rightsoffe

303、rings: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 thePurchaser will be entitled to acquire,upon the terms

304、applicable to such Purchase Rights,the aggregate Purchase Rights whichthe Purchaser could have acquired if the Purchaser had held the number of Ordinary Shares acquirable upon complete exerciseof the Warrants immediately before the date on which a record is taken for the grant,issuance or sale of su

305、ch 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,issueor sale of such Purchase Rights.The Series A Warrants contains the following reset of the exercise prices and number of shares underlying the Series AWa

306、rrants:On the Reset Period(as defined below),the exercise price shall be adjusted to equal the lower of(i)the exercise price thenin effect and(ii)the Reset Price(as defined below)determined as of the date of determination for such Reset Date.Upon suchreset of the Exercise Price,the number of Ordinar

307、y Shares issuable under the Warrants will be proportionately increased so thatafter such adjustment the aggregate exercise price payable hereunder for the adjusted number of Ordinary Shares shall be thesame as the aggregate exercise price on the issuance date of the Warrants as to which the Warrant

308、is being exercised.“ResetPeriod”means the period commencing on the first(1st)trading day after the Registration Statement is declared effective by theSecurities and Exchange Commission and ending on the forty-fifth(45th)Trading Day thereafter.“Reset Price”means thegreater of(i)80%of the lowest daily

309、 VWAP during the Reset Period and(ii)the Floor Price of US$0.652(as adjusted for stocksplits,stock dividends,recapitalizations,reorganizations,reclassification,combinations,reverse stock splits or other similarevents occurring after the issuance date).For a period of 12 months,upon any issuance by t

310、he Company or any of its subsidiaries of Ordinary Shares or OrdinaryShare Equivalents for cash consideration,Indebtedness or a combination of units thereof(a“Subsequent Financing”),eachPurchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to an aggregate

311、of 30%of theSubsequent Financing on the same terms,conditions and price provided for in the Subsequent Financing.16 The Company also entered into a Placement Agency Agreement with Maxim,dated December 31,2024,pursuant to whichMaxim agreed to serve as the exclusive placement agent for the Company in

312、connection with the Private Placement.TheCompany agreed to pay Maxim a cash fee equal to 6.0%of the aggregate purchase price paid by the investors and to pay forout-of-pocket expenses incurred in connection with Maxims engagement,including Maxims legal expenses up to an aggregateamount of US$50,000.

313、The Company also agreed to issue to Maxim or its designees warrants exercisable into an amount ofordinary shares equal to 5%of the securities sold in the offering(the“Placement Agent Warrants”).As a condition to closing,subject to certain exceptions,the executive officers,directors and certain 10%ho

314、lders ofOrdinary Shares of the Company executed 90-day lock-up agreements(the“Lock-Up Agreements”).Implications of Being an“Emerging Growth Company”and a“Foreign Private Issuer”The Company qualifies as an“emerging growth company”as defined in the JOBS Act.As an“emerging growth company,”the Company m

315、ay take advantage of certain exemptions from specified disclosure and other requirements that are otherwisegenerally applicable to public companies.These exemptions include not being required to comply with the auditor attestationrequirements for the assessment of our internal control over financial

316、 reporting provided by Section 404 of the Sarbanes-OxleyAct of 2002(the“Sarbanes-Oxley Act”);The Company may take advantage of these reporting exemptions until it is no longer an“emerging growth company.”The Company is also considered a“foreign private issuer”and will report under the Securities Exc

317、hange Act of 1934,asamended(the“Exchange Act”)as a non-U.S.company with“foreign private issuer”status.This means that,even after theCompany no longer qualifies as an“emerging growth company,”as long as it qualifies as a“foreign private issuer”under theExchange Act,it will be exempt from certain prov

318、isions of the Exchange Act that are applicable to U.S.public companies,including:the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of asecurity registered under the Exchange Act;the sections of the Exchange Act requiring insiders to file pu

319、blic reports of their stock ownership and trading activitiesand liability for insiders who profit from trades made in a short period of time;and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containingunaudited financial and other specified info

320、rmation,or current reports on Form 8-K,upon the occurrence of specifiedsignificant events The Company may take advantage of these reporting exemptions until such time that it is no longer a“foreign privateissuer.”The Company could lose its status as a“foreign private issuer”under current SEC rules a

321、nd regulations if more than50%of the Companys outstanding voting securities become directly or indirectly held of record by U.S.holders and any one ofthe following is true:(i)the majority of the Companys directors or executive officers are U.S.citizens or residents;(ii)morethan 50%of the Companys as

322、sets are located in the United States;or(iii)the Companys business is administered principally inthe United States.The Company may choose to take advantage of some but not all of these reduced burdens.The Company has takenadvantage of reduced reporting requirements in this prospectus.Accordingly,the

323、 information contained in this prospectus maybe different from the information you receive from the Companys competitors that are public companies,or other publiccompanies in which you have made an investment.As a foreign private issuer,the Company is also permitted to follow certain home country co

324、rporate governance practicesinstead of those otherwise required under the applicable rules of Nasdaq for domestic U.S.issuers.In order to rely on thisexception,the Company is required to disclose each Nasdaq rule that it does not intend to follow and describe the home countrypractice that it will fo

325、llow in lieu thereof.17 Summary Risk Factors Investing in our securities entails a high degree of risk as more fully described under“Risk Factors.”You should carefullyconsider such risks before deciding to invest in our securities.These risks include,among others:Risks Related to the Nuvini Groups B

326、usiness Nuvini is an early-stage company with a history of operating losses and expects to incur significant expenses andcontinuing losses at least for the near-and medium-term,which may affect its ability to continue as a going concern.Nuvini may require additional capital to support the growth of

327、its business,and this capital might not be available onacceptable terms,if at all.If the Nuvini Group is unable to obtain sufficient funding on a timely basis and on acceptable terms and continue as agoing concern,the Nuvini Group may be required to significantly curtail,delay or discontinue its ope

328、rations.Risks Related to the SaaS Market The loss of the Nuvini Acquired Companies rights to use software currently licensed to them by third parties couldincrease Nuvinis operating expenses by forcing Nuvini to seek alternative technologies and adversely affect Nuvinisability to compete.Risks Relat

329、ed to the Nuvini Groups Technology,Intellectual Property,and Infrastructure The Nuvini Group relies on third-party and open-source software for its data solutions.The Nuvini Groups inability toobtain third-party licenses for such software,or obtain them on favorable terms,or any errors or failures c

330、aused bysuch software could adversely affect the Nuvini Groups businesses,results of operations and financial condition.Inaddition,the Nuvini Groups use of open-source software could negatively affect its ability to sell the Nuvini Groupsdata solutions and subject the Nuvini Group to possible litiga

331、tion.If the Nuvini Groups trademarks,service marks and trade names are not adequately protected,the Nuvini Group maynot be able to build or maintain name recognition in the Nuvini Groups markets of interest and the Nuvini Groupscompetitive position may be harmed.Risks Related to the Nuvini Groups Su

332、bstantial Operations in Brazil The ongoing economic uncertainty and political instability in Brazil,including as a result of ongoing corruptioninvestigations and public protests,may harm the Nuvini Group and the prices of Nuvini Ordinary Shares and NuviniWarrants.Any further downgrading of Brazils c

333、redit rating could reduce the trading prices of Nuvini Ordinary Shares andNuvini Warrants.Risks Related to Legal Matters and Regulations The Nuvini Group may face restrictions and penalties under the Brazilian Consumer Protection Code in the future.The Nuvini Group is subject to anti-corruption,anti-bribery,anti-money laundering economic sanctions laws andregulations,trade compliance and similar l