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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Unaudited interim consolidated statements as of and for the six-month period ended June 30, 2026 | |
| 99.2 | Press release dated September 21, 2026 – NVNI Reports First Half 2026 Results | |
| 99.3 | Earnings Presentation | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NVNI GROUP LIMITED | ||
| Date: September 21, 2026 | By: | /s/ Pierre Schurmann |
| Name: | Pierre Schurmann | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Nvni Group Limited
Unaudited Interim Financial Statements as of and for the Six-months ended June 30, 2026
F-1
Nvni Group Limited
Unaudited Interim Condensed Consolidated Statements of Financial Position
As of June 30, 2026, and December 31, 2025
(In thousands of Brazilian reais, unless otherwise stated)
| Notes | 6/30/2026 | 12/31/2025 | ||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 7 | |||||||||
| Trade accounts receivable, net | ||||||||||
| Short-term advances | ||||||||||
| Tax recoverable | ||||||||||
| Other current assets | ||||||||||
| Total current assets | ||||||||||
| Non-current assets | ||||||||||
| Property and equipment, net | ||||||||||
| Right-of-use assets, net | ||||||||||
| Intangible assets, net | ||||||||||
| Goodwill | ||||||||||
| Other non-current assets | ||||||||||
| Total non-current assets | ||||||||||
| Total assets | ||||||||||
| LIABILITIES | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||
| Salaries and labor charges | ||||||||||
| Loans and financing | ||||||||||
| Debentures | 10 | |||||||||
| Exposure premium liability | ||||||||||
| Lease liability | ||||||||||
| Income taxes payable | ||||||||||
| Taxes, fees and contributions payable | ||||||||||
| Deferred revenue | 14 | |||||||||
| Deferred and contingent consideration on acquisitions | 5 | |||||||||
| Loans from investors | 9 | |||||||||
| Other liabilities | ||||||||||
| Total current liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Loans and financing | ||||||||||
| Loans from investors | 9 | |||||||||
| Taxes and contributions payable | ||||||||||
| Lease liability | ||||||||||
| Provisions for risks | 11 | |||||||||
| Deferred taxes | ||||||||||
| Derivative warrant liabilities | 12 | |||||||||
| Total non-current liabilities | ||||||||||
| Total liabilities | ||||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||||
| Share capital | 12 | |||||||||
| Capital reserves | ||||||||||
| Accumulated losses | ( | ) | ( | ) | ||||||
| Other comprehensive income | ( | ) | ( | ) | ||||||
| Total shareholders’ deficit, Equity attributable to owners | ( | ) | ( | ) | ||||||
| Non-controlling interest | ( | ) | ( | ) | ||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||||
| Total liabilities and shareholders’ deficit | ||||||||||
The above unaudited interim condensed consolidated statements of financial position should be read in conjunction with the accompanying notes.
F-2
Nvni Group Limited
Unaudited Interim Condensed Consolidated Statements of Loss and Comprehensive
Loss for the six-months ended June 30, 2026, and 2025
(In thousands of Brazilian reais, unless otherwise stated)
| Six-Months Ended | ||||||||||
| Notes | June 30, 2026 |
June 30, 2025 |
||||||||
| Net operating revenue | 14 | |||||||||
| Cost of services provided | 15 | ( | ) | ( | ) | |||||
| Gross profit | ||||||||||
| Sales and marketing expenses | 15 | ( | ) | ( | ) | |||||
| General and administrative expenses | 15 | ( | ) | ( | ) | |||||
| Other operating (expenses) income, net | 15 | ( | ) | |||||||
| Operating (loss) income | ( | ) | ||||||||
| Financial income and expenses, net | 16 | ( | ) | ( | ) | |||||
| Loss before income tax | ( | ) | ( | ) | ||||||
| Income tax | 17 | ( | ) | ( | ) | |||||
| Net loss | ( | ) | ( | ) | ||||||
| Net loss attributed to: | ||||||||||
| Owners of the Company | ( | ) | ( | ) | ||||||
| Non-controlling interests | ||||||||||
| Loss per share | ||||||||||
| Basic and diluted loss per share (R$) | ( | ) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||||
| Other comprehensive loss - foreign currency translation adjustment | ( | ) | ||||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||||
The above unaudited interim condensed consolidated statements of loss should be read in conjunction with the accompanying notes.
F-3
Nvni Group Limited
Unaudited Interim Condensed Consolidated Statements of
Shareholders’ Equity for the six-months ended June 30, 2026, and 2025
(In thousands of Brazilian reais, unless otherwise stated)
Equity attributable to Equity Holder of the Parent
| Share Capital |
Capital Reserves |
Accumulated Losses |
OCI | Attributable to owners of the parent |
Non- controlling interests |
Total Equity |
||||||||||||||||||||||
| Balances as of December 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||||||
| Treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Provision for share-based payment | ||||||||||||||||||||||||||||
| Disposal of Subsidiary | ( | ) | ||||||||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share Capital |
Capital Reserves |
Accumulated Losses |
OCI | Attributable to owners of the parent |
Non- controlling interests |
Total Equity |
||||||||||||||||||||||
| Balances as of December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
The above unaudited interim condensed consolidated statements of changes in equity should be read in conjunction with the accompanying notes.
F-4
Nvni Group Limited
Unaudited Interim Condensed Consolidated Statements of Cash Flows
for the six-months ended June 30, 2026, and 2025
(In thousands of Brazilian reais, unless otherwise stated)
| Six-Months Ended | ||||||||
| June 30, 2026 |
June 30, 2025 |
|||||||
| Cash flow from operating activities | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Adjustments for: | ||||||||
| Depreciation and amortization | ||||||||
| Treasury stock | ( | ) | ||||||
| Share-based payment expense | ||||||||
| Adjustment in provision for risks | ( | ) | ( | ) | ||||
| Interest on loans, financing and debentures | ||||||||
| Interest on lease liabilities | ||||||||
| Allowance for expected credit loss | ( | ) | ||||||
| Loss on disposal of assets | ||||||||
| Deferred and contingent consideration adjustment | ||||||||
| Employee bonus provision | ||||||||
| Fair value of derivative warrant liabilities | ( | ) | ( | ) | ||||
| Write-off due to disposal | ||||||||
| Amortization of transaction costs | ||||||||
| Increase (decrease) in operating assets: | ||||||||
| Trade accounts receivable | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| (Decrease) increase in operating liabilities: | ||||||||
| Accounts payable to suppliers | ( | ) | ( | ) | ||||
| Salaries and labor charges | ( | ) | ||||||
| Taxes and fees | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Other liabilities | ||||||||
| Income taxes paid | ( | ) | ( | ) | ||||
| Net cash (used in) generated by operating activities | ( | ) | ||||||
| Investment activities | ||||||||
| Cash payments to acquire property and equipment | ( | ) | ( | ) | ||||
| Cash payments to acquire intangibles | ( | ) | ( | ) | ||||
| Acquisition of subsidiaries – net of cash acquired | ( | ) | ||||||
| Net cash used in investment activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Payment of principal loans and financing | ( | ) | ( | ) | ||||
| Interest paid | ( | ) | ( | ) | ||||
| Payment of principal portion of lease liabilities | ( | ) | ( | ) | ||||
| Repayments of debentures, loans, and financing | ( | ) | ||||||
| Proceeds from debentures, loans and financing | ||||||||
| Capital increase | ||||||||
| Distributions paid to non-controlling interest | ( | ) | ( | ) | ||||
| Payment of principal on related party loans | ||||||||
| Payment of deferred and contingent consideration on acquisitions | ( | ) | ( | ) | ||||
| Net cash (used in) generated by financing activities | ( | ) | ||||||
| Exchange rate changes on cash and cash equivalents of foreign subsidiaries | ( | ) | ||||||
| Decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | ||||||||
| Decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
The above unaudited interim condensed consolidated statements of cash flows should be read in conjunction with the accompanying notes.
F-5
NVNI GROUP LIMITED
EXPLANATORY NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Amounts expressed in thousands of reais-R$, except as otherwise indicated)
Note 1. Corporate and business information
Nvni Group Limited (“Nvni Group” “Nuvini” or the “Company”) is a Cayman Island exempted limited liability company, incorporated on
Nvni Group is a holding company and conducts substantially all of its business through Nuvini S.A. and its acquired subsidiaries (collectively, the “Nuvini Acquired Companies”). Nuvini and its subsidiaries, including the Nuvini Acquired Companies, will be referred to collectively herein as the “Group”.
Nuvini’s strategy is focused on acquiring and operating established companies in the business-to-business (“B2B”) software as a service (“SaaS”) market in Brazil and Latin America. Nuvini’s acquisition targets are generally profitable B2B SaaS companies with a consolidated business model, recurring revenue, positive cash generation and/or growth potential.
Nuvini’s business philosophy is to invest in established companies and foster an entrepreneurial environment that enables companies to become leaders in their respective industries, creating value through long-term partnerships with existing management teams and accelerating growth through improved commercial strategies, increased efficiency of internal processes and enhanced governance structures.
F-6
Note 2. Basis of presentation of the unaudited interim condensed consolidated financial information
The unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2026, have been prepared in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in an annual consolidated financial statement. Accordingly, this report is to be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2025 Additionally, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.
The accompanying unaudited interim condensed consolidated financial statements are presented in Brazilian Reais (“R$”) in conformity with IFRS Accounting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements comply with IFRS as issued by the International Accounting Standards Board.
Approval of Reverse Share Split
On October 3, 2025, the Board of Directors of the Company approved a 10-to-1 reverse share split of its ordinary shares, effective as of market open on October 6, 2025. Under the terms of the reverse split, every ten shares of Nuvini ordinary shares issued and outstanding were automatically combined into one share. The reverse split reduced the number of outstanding shares from
On March 20, 2025, the shareholders of Nuvini approved by special resolution, that the Company shall effectuate a reverse share split of: (i) the authorized and issued and outstanding shares; and (ii) the authorized and unissued shares, in the capital of the Company, par value US$
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of loss and comprehensive loss, consolidated statement of changes in equity and consolidated statement of financial position, respectively.
Going concern
The accompanying unaudited interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
For the six-months ended June 30, 2026, and 2025, the Company incurred a net loss of R$
To date, Nuvini has met its operations funding requirements primarily through the issuance of equity capital, loans and borrowings from financial institutions and related parties , private placements of debentures, deferred and/or contingent payment on acquisitions, and the issuance of subscription rights to investors, as well as from revenue generated from the Group’s operations. Nuvini S.A. holds debt in the Brazilian reais and financial instruments are not typically used for hedging purposes.
F-7
As of June 30, 2026 the Company had current debt obligations outstanding of R$
On June 30, 2026, the Company had cash and cash equivalents, including short-term investments, of R$
The Company’s future profitability and liquidity is particularly dependent upon the organic growth and operating performance of the Nuvini Acquired Companies and the expansion of its businesses through additional acquisitions of SaaS companies or SaaS-related assets. The Company cannot be certain when or if its operations will generate sufficient cash to fully fund its ongoing operations or the growth of its business. The Company’s business will likely require significant additional amounts of capital and expand operations to generate sufficient cash flow to meet its obligations on a timely basis.
While the Company continues to seek other alternative capital and financing sources and implement steps to preserve liquidity and manage cash flows, there can be no assurance that these or additional capital and financing resources, or further extensions or modifications of payment terms of seller acquisition financing will be available to the Company on commercially acceptable terms, or at all. If the Company raises funds to pay any of its obligations by issuing additional equity securities, dilution to stockholders may result. The terms of debt securities or borrowings could impose significant additional restrictions on operations.
The Company has determined that these factors raise substantial doubt about its ability to continue as a going concern.
Note 3. Summary of significant accounting policies
The unaudited interim condensed consolidated financial statements have been prepared in accordance with the accounting policies adopted in the Group’s most recent annual financial statements for the year ended December 31, 2025.
Use of estimates and judgments
The Company monitors its critical accounting estimates and judgments. For the interim period ended June 30, 2026, there were no changes in estimates and assumptions that present significant risks of assets and liabilities for the interim period, in relation to those detailed in Note 3. of the Company’s annual consolidated financial statements for the year ended December 31, 2025.
Note 4. Adoption of new and revised accounting standards
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual combined financial statements for the year ended December 31, 2025. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Note 5. Deferred and Contingent Consideration on Acquisitions
Deferred and Contingent Consideration on Acquisitions
The Group’s current liabilities payable under the deferred and contingent consideration arrangements are detailed as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| Current deferred and contingent consideration: | ||||||||
| Effecti | ||||||||
| Leadlovers | ||||||||
| Ipe | ||||||||
| Datahub | ||||||||
| Onclick | ||||||||
| Munddi | ||||||||
| Total current deferred and contingent consideration | ||||||||
F-8
The current deferred and contingent consideration (relating to fixed amounts) is accounted for as amortized cost.
| Balance at January 1, 2025 | ||||
| Deferred and contingent consideration relating to acquisitions | ||||
| Payments | ( | ) | ||
| Interest | ||||
| Balance at December 31, 2025 | ||||
| Payments | ( | ) | ||
| Interest | ||||
| Balance at June 30, 2026 |
Note 6. Financial instruments
The classification of financial instruments is presented in the following table. There are no financial instruments classified in categories other than those reported:
| Classification | Level | June 30, 2026 | December 31, 2025 | |||||||||
| Financial liabilities: | ||||||||||||
| Derivative warrants (note 12) | Level 1 | |||||||||||
| Exposure premium - debentures | Level 3 | |||||||||||
| Deferred consideration on acquisitions (note 5) | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures (note 10) | ||||||||||||
| Loans from investors (note 9) | ||||||||||||
Gains and losses on financial instruments that are measured at FVTPL are recognized as financial income or expense in the statement of profit or loss for the period. The carrying amount of the Group’s financial assets approximates fair value as of June 30, 2026, and December 31, 2025.
Financial risk management
Liquidity risk
Liquidity risk is the risk in which the Group will encounter difficulties in complying with the obligations associated with its financial liabilities that are settled with cash payments or other financial assets. The approach of the Group in liquidity management is to ensure, as much as possible, that it always has sufficient liquidity to meet its obligations, under normal conditions, without causing unacceptable losses or with the risk of harming the Group’s reputation. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amounts will be significantly different, although actual payments may vary depending on market conditions and the Group’s future performance. The table below analyzes the Group’s financial liabilities by maturity ranges corresponding to the remaining period between the balance sheet date and the contractual maturity date.
F-9
| June 30, 2026 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Loans from investors | ||||||||||||
| Lease liabilities | ||||||||||||
| Total | ||||||||||||
| December 31, 2025 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Other liabilities | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Loans from investors | ||||||||||||
| Lease liabilities | ||||||||||||
| Total | ||||||||||||
Note 7. Cash and cash equivalents
The components of cash and cash equivalents are as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| Cash and cash equivalents | ||||||||
| Short-term investments | ||||||||
| Total | ||||||||
Short-term investments in the Group consist of liquid investments earning interest based on
F-10
Note 8. Related parties
Pierre Schurmann Investment Agreement
On December 4, 2025, the Company and its Founder and Chief Executive Officer Pierre Schurmann entered into a binding investment agreement to invest $
Key management compensation
The compensation of the Group’s executive management team is determined based on the Group’s compensation policy considering the performance of professionals, business areas and market trends.
Key management compensation is summarized as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Short-term compensation (including salary) | ||||||||
| Share-based compensation | ||||||||
| Total | ||||||||
Note 9. Loans from investors
The following is a summary of investor loan activity as of June 30, 2026, and December 31, 2025:
| As of January 1, 2025 | ||||
| Additions | ||||
| Payments | ( | ) | ||
| Interest accrual | ||||
| As of December 31, 2025 | ||||
| Additions | ||||
| Payments | ( | ) | ||
| Interest accrual | ||||
| As of June 30, 2026 |
In 2026, the Company entered into
Note 10. Debentures
The following is a summary of activity related to the debentures:
| As of January 1, 2025 | ||||
| Interest incurred | ||||
| Amortization of transaction costs | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of December 31, 2025 | ||||
| Interest incurred | ||||
| Amortization of transaction costs | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of June 30, 2026 |
Debenture facility
As of June 30, 2026, the Company had debentures outstanding of R$
F-11
Note 11. Provision for risks
Provisions for risks are recognized when: (i) the Group has a present or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the value can be reliably estimated. The provisions for risks are estimated, considering management’s judgements, based in part on the advice and counsel of the Company’s legal advisors, as to the probability of loss and expected future amounts to settle the obligations.
The provision liability for the periods ended June 30, 2026, and December 31, 2025, were recorded for labor and tax contingencies in connection with recognition of Company acquisitions. After the acquisitions, due to the increase in employee headcount, the Group established a provision for the related employee labor risk of the acquired workforce related to an infraction notice for the period 2017 to 2022, whose tax authority understands that the Brazilian Municipal Service Tax (“ISS”) due would be
The provision activity on June 30, 2026, and December 31, 2025, is as follows:
| At January 1, 2025 | ||||
| Reversal of provision | ( | ) | ||
| Provision recorded during the period | ||||
| At December 31, 2025 | ||||
| Reversal of provision | ( | ) | ||
| Provision recorded during the period | ||||
| At June 30, 2026 |
Contingent liabilities
The Group is party to a number of claims, assessments and legal proceedings in the normal course of business.
| June 30, 2026 | December 31, 2025 | |||||||
| Civil | ||||||||
| Labor | ||||||||
| Tax | ||||||||
| Total | ||||||||
F-12
On September 30, 2025, Nuvini S.A. entered into a binding term sheet to acquire MK Solutions Tecnologia S.A., a corporation existing under the laws of Brazil (“MK Solutions”), a leading ERP for internet providers in Brazil. On March 17, 2026, Nuvini received a notice from SF TBG I - Fundo de Investimentos em Participações em Empresas Emergentes Ltda. (the “Seller”) alleging that Nuvini has breached certain provisions of the Offer Letter, relating to the proposed acquisition of MK Solutions by Nuvini. Nuvini disputes the Seller’s allegations and believes that it has complied in all material respects with its obligations under the Offer Letter. No amounts have been accrued for any potential losses under this matter, as we cannot reasonably estimate any potential loss.
On August 14, 2026, Amiens Technology Investments LLC (“Amiens”) filed a complaint against Nvni Group Limited (the “Company”) in the Supreme Court of the State of New York, New York County, arising out of certain outstanding notes (each a “Note” and collectively, the “Notes”) and related financing and security arrangements between the parties.
The complaint alleges, among other things, that the Company failed to make certain required principal and interest payments under the applicable notes, including a $
The complaint seeks, among other relief, monetary damages for alleged breaches of the applicable financing documents, specific performance requiring the Company to deliver certain security and collateral documents, and temporary and preliminary injunctive relief intended to preserve the status quo and restrict certain actions that Amiens alleges could impair the asserted collateral pending resolution of the proceeding. A temporary and preliminary injunctive relief has been granted on April 19, 2026.
In addition, on August 15, 2026, the Company received from Amiens a notice of events of default and acceleration and demand for payment (the “Acceleration Notice”). The Acceleration Notice provides that, pursuant to section 8(b)(1) of each Note, Amiens has elected to accelerate the Notes and declare immediately due and payable in cash $
The Company intends to respond to the claims through the appropriate legal process and continues to evaluate the legal and strategic alternatives in connection with the matters raised in the complaint and its broader corporate and capital restructuring initiatives. Based on the opinion of counsel, the Company believes that the risk of loss is possible. The Company has recorded a liability of $
F-13
Note 12. Equity and divestitures
Share capital
The following table illustrates the shareholders’ equity of the Company after being retrospectively adjusted by the share split in line with capital restructuring of the Group in conjunction with the SPAC merger:
| Shares | ||||
| As of January 1, 2025 | ||||
| Shares issued | ||||
| As of December 31, 2025 | ||||
| Shares issued | ||||
| As of June 30, 2026 (*) | ||||
| (*) |
Derivatives
The Group has recognized the following warrant obligations:
| Public Warrants | Private Placement Warrants | Total | ||||||||||
| Balance at December 31, 2024 | ||||||||||||
| Change in fair value | ||||||||||||
| Balance at December 31, 2025 | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||
| Balance at June 30, 2026 | ||||||||||||
Non-controlling Interest
The following table summarizes the movement in the Company’s non-controlling interests in Mercos:
| At January 1, 2025 | ||||
| Share of profit for the year | ||||
| Distributions to non-controlling interest | ( | ) | ||
| At December 31, 2025 | ( | ) | ||
| Share of profit for the period | ||||
| Distributions to non-controlling interest | ( | ) | ||
| At June 30, 2026 | ( | ) |
F-14
Note 13. Net loss per share
As the Company reported a loss for the six-month period ended June 30, 2026, and 2025, the number of shares used to calculate diluted loss per share of common shares attributable to common shareholders is the same as the number of shares used to calculate basic loss per share of common shares attributable to common shareholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation. All share and per share counts have been retrospectively adjusted for the 10-to-1 reverse share split of its ordinary shares which was effective October 6, 2025.
| Six-Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Net loss | ( | ) | ( | ) | ||||
| Weighted average shares outstanding-basic and diluted | ||||||||
| Net loss per ordinary share-basic and diluted | ( | ) | ( | ) | ||||
Note 14. Net operating revenue
The Group recognizes operating revenue from its B2B SaaS platform where revenues are disaggregated as SaaS platform subscription services, and data analytics service, set-up and other services. Revenues are recorded net of applicable municipal service taxes (ISS) and federal vat (PIS and COFINS) taxes, as well as contract cancellations and returns.
Below is a summary of net operating revenue for the six-month periods ended June 30, 2026, and 2025:
| June 30, 2026 | June 30, 2025 | |||||||
| Gross operating revenue | ||||||||
| Revenue deductions: | ||||||||
| Cancellations and returns | ( | ) | ( | ) | ||||
| Taxes on services | ( | ) | ( | ) | ||||
| Total revenue deductions | ( | ) | ( | ) | ||||
| Net operating revenue | ||||||||
Disaggregation of net operating revenue for the six-month periods ended June 30, 2026, and 2025, is as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Platform subscription service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from platform subscription service | ||||||||
| Data analytics service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from data analytics service | ||||||||
| Set-up and service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from set-up and service | ||||||||
| Other revenue | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Other revenue | ||||||||
| Total net operating revenue | ||||||||
F-15
Contract assets and deferred revenue related to contracts with customers
The Group has recognized the following contract assets (included within trade accounts receivable) and deferred revenue related to contracts with customers.
The contract asset activity as of June 30, 2026, and December 31, 2025, is as follows:
| At January 1, 2025 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| Increase from changes based on work in progress | ||||
| At December 31, 2025 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| Increase from changes based on work in progress | ||||
| At June 30, 2026 |
The deferred revenue activity as of June 30, 2026, and December 31, 2025, is as follows:
| At January 1, 2025 | ||||
| Increase in deferred revenue in the current year | ||||
| Revenue recognized during the current year | ( | ) | ||
| At December 31, 2025 | ||||
| Increase in deferred revenue in the current period | ||||
| Revenue recognized during the current period | ( | ) | ||
| At June 30, 2026 |
Deferred revenue is allocated to remaining performance obligations and represents contracted revenue that has not yet been recognized, including unearned revenue and amounts that have been invoiced and will be recognized as revenue in future periods. The Company expects to recognize all revenue over the next 12 months and is classified as other current liabilities in the consolidated statement of financial position.
Note 15. Cost and expenses by nature
The operating costs and expenses by nature for the six-month periods ended June 30, 2026, and 2025, are as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Payroll | ( | ) | ( | ) | ||||
| Third-party services and others | ( | ) | ( | ) | ||||
| Business and marketing expenses | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Amortization | ( | ) | ( | ) | ||||
| Audit and consulting | ( | ) | ( | ) | ||||
| Other administrative expenses | ( | ) | ( | ) | ||||
| Provisions | ||||||||
| Total | ( | ) | ( | ) | ||||
| Cost of services provided | ( | ) | ( | ) | ||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other operating income (expenses), net | ( | ) | ||||||
| Total | ( | ) | ( | ) | ||||
F-16
Note 16. Financial income and expense, net
The financial income and expense, net for the six-month periods ended June 30, 2026, and 2025, is composed of the following:
| June 30, 2026 | June 30, 2025 | |||||||
| Financial income: | ||||||||
| Income (loss) on financial investments | ||||||||
| Interest income | ||||||||
| Discounts obtained | ||||||||
| Exchange variation (foreign exchange profit) | ||||||||
| Total | ||||||||
| Financial Expenses: | ||||||||
| Interest and penalty on contingent consideration by amortization cost | ( | ) | ( | ) | ||||
| Earnout penalty | ( | ) | ( | ) | ||||
| Interest on loans, financing and debentures | ( | ) | ( | ) | ||||
| Other interest and expense | ( | ) | ( | ) | ||||
| Exchange variation (foreign exchange losses) | ( | ) | ( | ) | ||||
| Total | ( | ) | ( | ) | ||||
| Financial income and expense, net | ( | ) | ( | ) | ||||
Note 17. Income tax
Considering that the Company is domiciled in Cayman and there is no income tax in that jurisdiction, the combined tax rate of
Current tax
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax recorded in the income for the period | ( | ) | ( | ) | ||||
| Current tax | ( | ) | ( | ) | ||||
| Deferred tax | ||||||||
| Effective tax rate | % | % | ||||||
Deferred tax liability
As of June 30, 2026, and December 31, 2025, deferred tax liabilities are recognized for the temporary differences between the book and tax basis of intangible assets recorded in connection with business combinations in the amount of R$
F-17
Note 18. Segment information
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. For reviewing the operational performance of the Group and for the purpose of allocating resources, the Chief Operating Decision Maker (“CODM”) of the Group, identified as the Chief Executive Officer, reviews the consolidated results as a whole. The CODM considers the Group a
Segment revenue and non-current assets by geographical area
In presenting the geographical information, revenue is based on the region in which the customer is located. All intellectual property is located in Brazil. Assets are based on the geographic locations of the assets which are also centrally located in Brazil; therefore, the Group operates in
For the six-month periods ended June 30, 2026, and 2025, the Group generated approximately
The Company’s non-current assets are entirely located in Brazil as of June 30, 2026, and December 31, 2025.
Note 19. Supplementary items to the cash flow
In the six-month periods ended June 30, 2026 and 2025, the Group recorded the following non-cash transactions:
| 2026 | 2025 | |||||||
| Recognition of lease right-of-use asset in exchange for lease liabilities: | ||||||||
| Right-of-use assets, net | ||||||||
| Lease liability | ( | ) | ( | ) | ||||
| Smart NX deconsolidation | ||||||||
| Trade accounts receivable, net | ||||||||
| Intangible Assets | ||||||||
| Goodwill | ||||||||
| Salaries and labor charges | ( | ) | ||||||
| Loans and financing | ( | ) | ||||||
| Taxes, fees and contributions payable | ( | ) | ||||||
| Deferred and contingent consideration on acquisitions | ( | ) | ||||||
| Deferred taxes | ( | ) | ||||||
F-18
Note 20. Correction of immaterial errors
In connection with the preparation of these condensed consolidated financial statements, the Company identified two errors affecting its previously issued consolidated financial statements. Specifically, transaction costs directly attributable to the issuance of its debentures were not being amortized over the life of the instrument, and the Company’s calculation of basic and diluted net loss per share improperly used total consolidated net loss as the numerator instead of net loss attributable to the ordinary equity holders of the Company.
The Company has evaluated the effect of the incorrect presentation, both qualitatively and quantitatively, and concluded that it did not have a material impact individually or in the aggregate, as evaluated under the Securities and Exchange Commission Staff Bulletin No. 99, Materiality and IAS 8, Accounting Policies, Changes in Accounting Estimates and Error on the previously filed annual consolidated financial statements.
The following are selected line items illustrating the effects of the error corrections:
Consolidated statement of financial position
| As of December 31, 2025 | ||||||||||||
| As previously reported | Adjustment | As adjusted | ||||||||||
| Debentures | ||||||||||||
| Accumulated losses | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ( | ) | ||||||
Consolidated statement of loss and comprehensive loss
| Six months ended June 30, 2025 | ||||||||||||
| As previously reported | Adjustment | As adjusted | ||||||||||
| Financial income and expense, net | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Net loss attributed to: Owners of the Company | ( | ) | ( | ) | ( | ) | ||||||
F-19
| Six months ended June 30, 2025 | ||||||||||||
| Loss Per Share Calculations | As previously reported | Adjustment | As adjusted | |||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average shares outstanding, basic and diluted | ||||||||||||
| Net loss per ordinary share — basic and diluted | ( | ) | ( | ) | ( | ) | ||||||
Note 21. Subsequent events
Debenture facility
On July 7, 2026, The Company repaid the remaining R$
Nasdaq Delisting
On January 28, 2026, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the 30 consecutive business day period from December 12, 2025 through January 27, 2026,, the Company’s Market Value of Listed Securities (“MVLS”) was below the $
On July 28, 2026, the Company received a delisting determination letter (the “Letter”) from the Staff advising the Company that the Staff had determined that the Company did not regain compliance with the MVLS Requirement by the Compliance Date because the Company’s MVLS did not close at or above $
F-20
Exhibit 99.2
| NUVINI | NASDAQ: NVNI |
FOR IMMEDIATE RELEASE
Nuvini Group Reports First Half 2026 Results: Operating Income of R$19.6 Million, Positive Operating Cash Flow, Net Loss Reduced 76%
Gross margin expands to 68%; G&A down 25%; Company advances capital restructuring
SÃO PAULO — September 21, 2026 — Nvni Group Limited (NASDAQ: NVNI) (“Nuvini” or the “Company”), an acquirer and operator of B2B SaaS companies in Brazil and Latin America, today reported unaudited results for the six months ended June 30, 2026, as filed with the U.S. Securities and Exchange Commission on Form 6-K.
FIRST HALF 2026 HIGHLIGHTS
Compared with the six months ended June 30, 2025; amounts in Brazilian reais.
| ● | Net operating revenue of R$97.4 million, essentially flat; platform subscription revenue of R$90.5 million, 93% of total revenue |
| ● | Gross profit of R$66.3 million, up 7.0%; gross margin expanded 500 basis points to 68.1% in first half 2026 |
| ● | General and administrative expenses reduced 24.6% to R$31.6 million; total personnel costs — payroll, benefits and social charges — reduced 18.2% to R$43.6 million |
| ● | Operating income of R$19.6 million in first half 2026, versus an operating loss of R$32.0 million in in first half 2025 |
| ● | Net loss narrowed to R$14.0 million in first half 2026 from R$57.5 million in first half 2025; net loss per share of R$1.63 versus R$6.52, respectively |
| ● | Net cash generated by operating activities of R$15.1 million in first half 2026, versus R$2.1 million used in first half 2025 |
| ● | Debenture facility of Brazilian subsidiaries repaid in full on July 7, 2026, in compliance with all covenants, releasing associated liens |
| ● | Adjusted EBITDA of R$28.0 million in first half 2026, up 54% from R$18.2 million in first half 2025; Adjusted EBITDA margin of 28.7% versus 18.5% |
| ● | Cash and cash equivalents, including short-term investments, of R$9.8 million at June 30, 2026, compared with R$13.5 million at December 31, 2025 |
MANAGEMENT COMMENTARY
“The first half shows what disciplined operations look like inside the portfolio: margins expanded, overhead came down by a quarter, and the businesses generated R$15 million in operating cash,” said Pierre Schurmann, Founder and Chief Executive Officer. “Our task now is to bring the capital structure in line with the performance of the operating businesses. Deferred acquisition consideration and legacy financing continue to absorb capital, and we are pursuing a comprehensive restructuring of those obligations.”
Nvni Group Limited | Page 1
| NUVINI | NASDAQ: NVNI |
SUMMARY FINANCIAL RESULTS
| R$ millions, six months ended June 30 | H1 2026 | H1 2025 | Change | |||||||||
| Net operating revenue | 97.4 | 98.2 | (0.7 | )% | ||||||||
| Platform subscription revenue | 90.5 | 90.2 | 0.2 | % | ||||||||
| Gross profit | 66.3 | 62.0 | 7.0 | % | ||||||||
| Gross margin | 68.1 | % | 63.1 | % | +500 bps | |||||||
| General and administrative expenses | 31.6 | 41.9 | (24.6 | )% | ||||||||
| Operating income (loss) | 19.6 | (32.0 | ) | n.m. | ||||||||
| Financial income and expense, net | (27.0 | ) | (21.1 | ) | 28.2 | % | ||||||
| Net loss | (14.0 | ) | (57.5 | ) | (75.6 | )% | ||||||
| Net loss attributable to owners | (17.7 | ) | (60.1 | ) | (70.5 | )% | ||||||
| Net loss per share – basic and diluted (R$) | (1.63 | ) | (6.52 | ) | (75.0 | )% | ||||||
| Net cash from (used in) operating activities | 15.1 | (2.1 | ) | n.m. | ||||||||
Percentages calculated on figures in thousands of reais as reported. n.m. = not meaningful.
BALANCE SHEET AND LIQUIDITY
Cash and cash equivalents were R$9.8 million at June 30, 2026, compared with R$13.5 million at December 31, 2025. Deferred and contingent consideration on acquisitions totaled R$293.8 million at June 30, 2026, reflecting R$22.3 million of accrued interest and R$5.9 million of payments during the period. Loans from investors totaled R$62.0 million at June 30, 2026, including a new R$6.6 million facility. At June 30, 2026, the Company reported a shareholders’ deficit of R$176.3 million and a working capital deficit of R$363.6 million.
SUBSEQUENT EVENTS
Debenture Facility
On July 7, 2026, The Company repaid the remaining R$2.8 million of non-convertible debentures that was outstanding as of June 30, 2026 at the facility’s scheduled maturity. The facility carried financial covenants tied to leverage, EBITDA margin, and debt service coverage. Repayment of the principal at maturity releases the covenant obligations and liens over assets specific to this instrument.
ABOUT NUVINI
Headquartered in São Paulo, Brazil, Nuvini is Latin America’s leading serial acquirer of business to business (B2B) software as a service (SaaS) companies. The Company focuses on acquiring profitable, high-growth SaaS businesses with strong recurring revenue and cash flow generation. By fostering an entrepreneurial environment, Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The company’s long-term vision is to buy, retain, and create value through strategic partnerships and operational expertise.
FORWARD-LOOKING STATEMENTS
Statements about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation: the Company’s ability to complete the potential acquisitions on the anticipated timeline or at all; general market conditions that could affect the consummation of the potential acquisition; if definitive documents with respect to a potential acquisition are executed, whether the parties will achieve any of the anticipated benefits of any such transactions; and other factors discussed in the “Risk Factors” section of the Company’s Ǫuarterly and Annual Reports filed with the Securities and Exchange Commission (“SEC”) and the risks described in other filings that the Company may make with the SEC. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. We caution you, therefore, against relying on any of these forward-looking statements.
INVESTOR RELATIONS CONTACT
Sofia Toledo
ir@nuvini.co
MZ North America
NVNI@mzgroup.us
Nvni Group Limited | Page 2
Exhibit 99.3
Earnings Presentation 1H2026
DISCLAIMER – FORWARD-LOOKING STATEMENT AND NON-GAAP FINANCIAL INFORMATION Some of the statements contained in this press release include or may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies regarding the future. The forward-looking statements contained in this press release are based on current expectations and beliefs concerning future developments and their potential effects on Nuvini. There can be no assurance that future developments affecting Nuvini will be those that we have anticipated. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "forecast," "outlook," "aim," "target," "will," "could," "should," "may," "likely," "plan," "probably" or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this press release include, but are not limited to, statements about the ability of Nuvini to: realize the benefits expected from this strategic partnership; achieve projections and anticipate uncertainties relating to the business, operations and financial performance of Nuvini, including (i) expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions, (ii) expectations regarding market size, future acquisitions, partnerships or other relationships with third parties, (iii) expectations on Nuvini's proprietary technology and related intellectual property rights, (iv) future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future; (v) Nuvini's ability to enhance future operating and financial results, comply with applicable laws and regulations, stay abreast of modified or new laws and regulations applying to its business, including privacy regulation, anticipate rapid technological changes, and effectively respond to general economic and business conditions; and (vi) Nuvini's ability to implement its cost saving initiatives and achieve the projected cost reductions. While forward-looking statements reflect Nuvini's good faith beliefs, they are not guarantees of future performance. Nuvini disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. For a further discussion of these and other factors that could cause Nuvini's future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section "Risk Factors" of the Registration Statement in Form F-4 filed by Nuvini with the U.S. Securities and Exchange Commission on September 6, 2023 under number 333-272688. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Nuvini. Risk factors relevant to this period include, without limitation: the Company's ability to continue as a going concern; the outcome of the Amiens litigation and related acceleration notice; the availability and terms of additional financing; the Company's ability to restructure deferred and contingent acquisition consideration and investor loans; and the MK Solutions dispute. See the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025 and subsequent Reports on Form 6-K. NVNI provides certain non-IFRS measures as additional information relating to its operating results as a complement to results provided in accordance with IFRS. The non-IFRS financial information presented herein should be considered together with, and not as a substitute for or superior to, the financial information presented in accordance with IFRS. There are significant limitations associated with the use of non-IFRS financial measures. Further, these measures may differ from the non-IFRS information, even where similarly titled, used by other companies and therefore should not be used to compare NVNI's performance to that of other companies. 2
01. THE CEO OVERVIEW 02. OPERATIONAL SUMMARY 03. FINANCIAL SUMMARY TABLE OF CONTENTS 3
01. THE CEO OVERVIEW 4
THE CEO OVERVIEW Pierre Schurmann Founder and Chief Executive Officer Commenting on the results for the six months ended June 30, 2026: "The first half shows what disciplined operations look like inside the portfolio: margins expanded, overhead came down by a quarter, and the businesses generated R$15 million in operating cash. Our task now is to bring the capital structure in line with the performance of the operating businesses. Deferred acquisition consideration and legacy financing continue to absorb capital, and we are pursuing a comprehensive restructuring of those obligations." Source: Nuvini Press Release – First Half 2026 Results. 5
02. FIRST HALF 2026 OPERATIONAL SUMMARY 6
OPERATIONAL OVERVIEW Rodrigo Natale Chief Financial Officer Operating performance in the first half of 2026: Margin Expansion Gross margin expanded 500 basis points to 68.1%, with cost of services provided down 14.1% to R$31.1 million. Cost Discipline General and administrative expenses were reduced 24.6% to R$31.6 million and total personnel costs were reduced 18.2% to R$43.6 million. Cash Generation Net cash from operating activities of R$15.1 million in 1H26, reversing the R$2.1 million cash outflow recorded in 1H25. Cost of services variation calculated from Form 6-K figures. Total personnel costs comprise payroll and salaries, benefits and social charges, on a consolidated basis after eliminations — see page 9. See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". 7
OPERATING EFFICIENCY: LOWER COST BASE DRIVES MARGIN EXPANSION AND POSITIVE OPERATING CASH FLOW Cost discipline was the main driver of results in the first half of 2026. General and administrative expenses were reduced 24.6% to R$31.6 million and total personnel costs were reduced 18.2% to R$43.6 million, while net operating revenue was essentially flat at R$97.4 million. Gross profit rose 7.0% to R$66.3 million and gross margin expanded 500 basis points to 68.1%. The Group recorded operating income of R$19.6 million, versus an operating loss of R$32.0 million in 1H25, and generated R$15.1 million of net cash from operating activities, versus R$2.1 million used in 1H25. 53.2 41.9 36.2 43.6 31.6 31.1 0 10 20 30 40 50 60 Total personnel costs G&A expenses Cost of services Operating cost base (R$ million) 1H25 1H26 Total operating costs and expenses by nature fell from R$130.2 million in 1H25 to R$77.8 million in 1H26, of which R$36.5 million of the 1H25 figure reflects a non-recurring write-off of intangible assets and goodwill from the Smart NX deconsolidation, not repeated in 1H26. Source: Form 6-K, Note 15 (cost and expenses by nature); Nuvini Press Release – First Half 2026 Results; management payroll analysis (see page 9). Total personnel costs comprise payroll and salaries, benefits and social charges. See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". 8
PERSONNEL COSTS: PAYROLL, BENEFITS AND SOCIAL CHARGES First half 2026 versus first half 2025 · consolidated after eliminations · in R$ thousands By category Category 1H25 1H26 Δ % Payroll and salaries 40,412 31,610 -21,8% Benefits 5,615 5,296 -5,7% Social charges 7,213 6,661 -7,7% Total 53,241 43,568 -18,2% By expense line Expense line 1H25 1H26 Δ % Cost of services provided 20,321 16,449 -19,1% Selling expenses 10,873 11,210 3,1% G&A expenses 22,048 15,909 -27,8% Total 53,241 43,568 -18,2% 20.3 10.9 22.0 16.4 11.2 15.9 0 5 10 15 20 25 Cost of services Selling G&A Personnel costs by expense line (R$ million) 1H25 1H26 Total personnel costs fell 18.2%, from R$53.2 million in 1H25 to R$43.6 million in 1H26. G&A personnel costs were reduced 27.8% and personnel costs in cost of services 19.1%, while selling personnel costs rose 3.1%. Source: management payroll analysis, consolidated column after eliminations (including NVNI), from the general ledger. Categories follow the general ledger classification: payroll and salaries (wages, 13th salary, vacation, overtime, commissions, bonus/PLR, severance and pro-labore); benefits (transport, meal, medical and dental plans, life insurance, among others); social charges (INSS, FGTS and charges on vacation and 13th salary). Selling expenses: the general ledger does not present a separate line for social charges; INSS/FGTS for this group is include d within payroll and salaries. Excludes provisions for contingencies (labor, civil and tax) and depreciation and amortization. These totals differ from the "Payroll" line in Note 15 of the Form 6-K (R$42.0 million in 1H26 and R$50.9 million in 1H25), which excludes benefits and social charges. See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". 9
CAPITAL STRUCTURE AND CORPORATE UPDATE Debt, Liabilities and Corporate Matters Key Developments Debentures repaid in full R$2.8 million outstanding at June 30, 2026, repaid on July 7, 2026 at scheduled maturity, in compliance with the facility covenants; repayment releases covenant obligations and liens over the related assets. Deferred and contingent consideration R$293.8 million outstanding at June 30, 2026 (R$277.3 million at December 31, 2025), after R$22.3 million of accrued interest and R$5.9 million of payments in the period. Loans from investors R$62.0 million outstanding at June 30, 2026 (R$52.7 million at December 31, 2025), including a new R$6.6 million facility drawn during the period. Balance Sheet Position at June 30, 2026 R$293.8M Deferred and contingent consideration — total outstanding R$62.0M Loans from investors — total outstanding Legal and Corporate Matters Debenture facility On July 7, 2026, the Company repaid in full the remaining R$2.8 million of non-convertible debentures of its Brazilian subsidiaries at the facility's scheduled maturity, in compliance with all covenants, releasing the liens over the assets specific to the instrument. Amiens litigation On August 14, 2026, Amiens Technology Investments LLC filed a complaint against the Company in the Supreme Court of the State of New York and, on August 15, 2026, delivered a notice of events of default and acceleration demanding US$12.1 million plus default interest at 18% per annum. The parties are in settlement discussions regarding the total amount. The Company recorded a liability of US$7.3 million relating to principal and accrued interest on the notes. With respect to penalties and other disputed amounts, the Company believes the risk of loss is possible and no provision has been recorded. MK Solutions On September 30, 2025, Nuvini S.A. entered into a binding term sheet to acquire MK Solutions Tecnologia S.A., a leading ERP provider for internet service providers in Brazil. On March 17, 2026, Nuvini received a notice from the Seller alleging a breach of certain provisions of the Offer Letter. Nuvini disputes the allegations and believes it has complied in all material respects with its obligations under the Offer Letter. No provision has been recorded, as the Company cannot reasonably estimate any potential loss. Source: Form 6-K, Notes 5, 9, 10, 11 and 21, except for the settlement discussions referred to under "Amiens litigation". See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". 10
LIQUIDITY AND CAPITAL POSITION Liquidity Capital Structure Cash position Cash and cash equivalents of R$9.8 million at June 30, 2026, compared with R$13.5 million at December 31, 2025. Operating cash flow Net cash generated by operating activities of R$15.1 million in 1H26, reversing the R$2.1 million cash outflow recorded in 1H25. Current debt obligations R$3.2 million at June 30, 2026, compared with R$11.0 million at December 31, 2025, including loans, financing and the full balance of the 2021 debentures. Shareholders' deficit Total shareholders' deficit of R$176.3 million at June 30, 2026, compared with R$157.2 million at December 31, 2025. Working capital deficit Working capital deficit of R$363.6 million, with current liabilities of R$421.3 million against current assets of R$57.7 million. "Our task now is to bring the capital structure in line with the performance of the operating businesses. Deferred acquisition consideration and legacy financing continue to absorb capital, and we are pursuing a comprehensive restructuring of those obligations." – Pierre Schurmann, Founder and CEO Going concern: The Company has determined that the factors described in Note 2 to the interim financial statements raise substantial doubt about its ability to continue as a going concern. Source: Form 6-K, Notes 2 and 7, statements of financial position and of cash flows; Nuvini Press Release – First Half 2026 Results. Working capital deficit is a calculated figure (current assets less current liabilities). See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". 11
03. FIRST HALF 2026 FINANCIAL SUMMARY 12
NUVINI'S FIRST HALF 2026 SUMMARY OPERATIONAL AND STRATEGIC Revenue Mix: Platform subscription revenue of R$90.5 million, 93% of total net operating revenue. Margin Expansion: Gross margin expanded 500 basis points to 68.1%, with gross profit up 7.0% to R$66.3 million. Cash Generation: Net cash generated by operating activities of R$15.1 million, versus R$2.1 million used in 1H25, supported by operating income of R$19.6 million. (*) See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". 13
NUVINI'S FIRST HALF 2026 SUMMARY FINANCIAL MEASURES • Net Revenue: R$97.4 million, essentially flat versus R$98.2 million in 1H25 (-0.7%). Platform subscription revenue of R$90.5 million represented 93% of total net operating revenue. • Gross Profit and Margin: R$66.3 million, 7.0% growth compared to R$62.0 million in 1H25. Gross margin expanded 500 basis points to 68.1%, reflecting a 14.1% reduction in the cost of services provided. • Operating Result: Operating income of R$19.6 million, versus an operating loss of R$32.0 million in 1H25, driven by a 24.6% reduction in general and administrative expenses and an 18.2% reduction in total personnel costs, together with a non-recurring write-off of identifiable intangible assets and goodwill related to the Smart NX deconsolidation, recorded in 1H25 and not repeated in 1H26. • Net Loss and Cash Flow: Net loss narrowed 75.6% to R$14.0 million (R$1.63 per share, versus R$6.52 in 1H25(**)). Net cash generated by operating activities of R$15.1 million in 1H26, reversing the R$2.1 million cash outflow recorded in 1H25. (*) See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". (**) Total personnel costs comprise payroll and salaries, benefits and social charges, on a consolidated basis after eliminations (see page 9); they differ from the "Payroll" line in Note 15 of the Form 6-K, which excludes benefits and social charges. (**) Based on 10,866,025 weighted average shares outstanding for the six-month period ended June 30, 2026 (9,225,784 in 1H25), retrospectively adjusted for the 10-to-1 reverse share split effective October 6, 2025. (***) 1H25 comparatives are presented as restated in the 1H2026 Form 6-K (Note 20 – correction of immaterial errors) and therefore differ from the figures disclosed in the 1H2025 earnings presentation. 14
Net Revenue Breakdown and SaaS Metrics Net Revenue Breakdown 1H26 (unaudited) 1H25 (unaudited) Δ % SaaS platform subscription services 90,451 90,247 0,2% Data analytics service 5,327 5,081 4,8% Set-up and service 1,108 2,307 -52,0% Other revenue 555 541 2,6% Total net operating revenue 97,441 98,176 -0,7% (in R$ thousands) SaaS Metrics 1H26 (unaudited) 1H25 (unaudited) Nuvini Group Clients 22,030 22,660 Recurrence percentage 85,2% 91,8% ARPU 4,4 4,6 Churn % 4,2% 2,4% LTV/CAC 5x 5x Source: Net revenue breakdown — Form 6-K, Note 14 (disaggregation of net operating revenue); variations calculated from the figures shown. SaaS metrics are unaudited management information and are not disclosed in the Form 6-K or in the press release. (*) See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". 15
Consolidated Statement of Profit or Loss Data 1H26(1) (unaudited) (in US$ thousands) 1H26 (unaudited) (in R$ thousands) 1H25(2) (unaudited) (in R$ thousands) Net operating revenue 18,847 97,441 98,176 Cost of services provided (6,021) (31,131) (36,224) Gross profit 12,826 66,310 61,952 Margin % 68% 68% 63% Sales and marketing expenses (3,205) (16,570) (15,539) General and administrative expenses (6,107) (31,575) (41,863) Other operating income (expenses), net 286 1,479 (36,538) Operating income (loss) 3,800 19,644 (31,988) Financial income and expenses, net (5,226) (27,017) (21,066) Loss before income tax (1,426) (7,373) (53,054) Income tax (1,290) (6,671) (4,423) Net loss (2,716) (14,044) (57,477) Net loss attributed to: Owners of the Company (3,432) (17,742) (60,131) Non-controlling interests 715 3,698 2,654 Loss per share Basic and diluted loss per share (R$)(3) (0.32) (1.63) (6.52) (1) For convenience purposes only, amounts in reais for the six-month period ended June 30, 2026 have been translated to U.S. dollars using an exchange rate of R$5.17 to US$1.00. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See "Risk Factors — Exchange rate instability may have adverse effects on the Brazilian economy, the Nuvini Group's businesses and the trading prices of Nuvini Ordinary Shares and Nuvini Warrants." (2) 1H25 comparatives as restated in the 1H2026 Form 6-K (Note 20 – correction of immaterial errors); they differ from the amounts disclosed in the 1H2025 earnings presentation. (3) Based on 10,866,025 weighted average shares outstanding for the six-month period ended June 30, 2026 (9,225,784 in 1H25), retrospectively adjusted for the 10-to-1 reverse share split effective October 6, 2025. 16
Reconciliation of Non-GAAP Financial Measures 1H26(1) (unaudited) (in US$ thousands) 1H26 (unaudited) (in R$ thousands) 1H25(2) (unaudited) (in R$ thousands) Net loss (2,716) (14,044) (57,477) Income tax 1,290 6,671 4,423 Financial income and expense, net 5,226 27,017 21,066 Depreciation and amortization 1,905 9,851 9,985 EBITDA 5,705 29,495 (22,003) Stock-based compensation — — 47 Fair value of derivative warrants (297) (1,533) (2,233) Discontinued operation — — 38,717 Bonus from prior years — — 3,628 Adjusted EBITDA 5,409 27,962 18,157 Margin % 29% 29% 18% Net cash generated by (used in) operating activities 2,930 15,149 (2,129) Net cash used in investing activities (533) (2,754) (4,339) Free Cash Flow 2,397 12,395 (6,468) (1) For convenience purposes only, amounts in reais for the six-month period ended June 30, 2026 have been translated to U.S. dollars using an exchange rate of R$5.17 to US$1.00. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See "Risk Factors — Exchange rate instability may have adverse effects on the Brazilian economy, the Nuvini Group's businesses and the trading prices of Nuvini Ordinary Shares and Nuvini Warrants." (2) 1H25 comparatives as restated in the 1H2026 Form 6-K (Note 20 – correction of immaterial errors). EBITDA is calculated as net loss plus income tax, financial income and expense, net, and depreciation and amortization. Adjusted EBITDA further excludes stock-based compensation, the fair value of derivative warrants, the discontinued operation and bonus from prior years. Margin % is Adjusted EBITDA over net operating revenue. Free Cash Flow is net cash generated by (used in) operating activities less net cash used in investing activities, both as reported in the statements of cash flows. See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". 17
Consolidated Statement of Financial Position Assets (in R$ thousands) 6/30/2026(1) US$ 6/30/2026 R$ 12/31/2025 R$ Cash and cash equivalents 1,898 9,814 13,451 Trade accounts receivable, net 2,347 12,134 11,143 Short-term advances 5,576 28,826 28,374 Tax recoverable 1,004 5,190 5,770 Other current assets 340 1,759 2,486 Total current assets 11,165 57,723 61,224 Property and equipment, net 623 3,223 3,858 Right-of-use assets, net 336 1,736 1,995 Intangible assets, net 20,702 107,027 113,119 Goodwill 30,260 156,445 156,445 Other non-current assets 2,065 10,675 11,035 Total non-current assets 53,986 279,106 286,452 Total assets 65,151 336,829 347,676 Liabilities and Equity (in R$ thousands) 6/30/2026(1) US$ 6/30/2026 R$ 12/31/2025 R$ Accounts payable to suppliers 10,591 54,758 56,895 Salaries and labor charges 3,579 18,506 20,262 Loans and financing 81 417 569 Debentures 541 2,795 10,376 Exposure premium liability 569 2,940 2,940 Lease liability 173 892 1,003 Income taxes payable 1,173 6,066 7,888 Taxes, fees and contributions payable 1,367 7,067 5,777 Deferred revenue 743 3,840 3,925 Deferred and contingent consideration 56,827 293,796 277,348 Loans from investors 4,848 25,066 24,310 Other liabilities 1,004 5,192 842 Total current liabilities 81,496 421,335 412,135 Loans and financing (non-current) 17 90 189 Loans from investors (non-current) 7,144 36,936 28,397 Taxes and contributions payable 205 1,059 1,464 Lease liability (non-current) 202 1,042 1,154 Provisions for risks 2,275 11,760 16,421 Deferred taxes 6,493 33,569 35,644 Derivative warrant liabilities 1,426 7,375 9,475 Total non-current liabilities 17,762 91,831 92,744 Total liabilities 99,258 513,166 504,879 Share capital 71,397 369,122 369,122 Capital reserves 24,932 128,896 128,896 Accumulated losses (127,304) (658,160) (640,418) Other comprehensive income (1,661) (8,588) (9,182) Equity attributable to owners (32,636) (168,730) (151,582) Non-controlling interest (1,471) (7,607) (5,621) Total shareholders' deficit (34,108) (176,337) (157,203) Total liabilities and shareholders' deficit 65,151 336,829 347,676 (1) For convenience purposes only, amounts in reais for the six-month period ended June 30, 2026 have been translated to U.S. dollars using an exchange rate of R$5.17 to US$1.00. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See "Risk Factors — Exchange rate instability may have adverse effects on the Brazilian economy, the Nuvini Group's businesses and the trading prices of Nuvini Ordinary Shares and Nuvini Warrants." Source: Form 6-K, unaudited interim condensed consolidated statements of financial position as of June 30, 2026 and December 31, 2025. See "Disclaimer – Forward-Looking Statement and Non-GAAP Financial Information". 18
