SEC Form 6-K filed by Nvni Group Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2025

Commission File Number: 001-41823

Nvni Group Limited

P.O. Box 10008, Willow House, Cricket Square

Grand Cayman, Cayman Islands KY1-1001

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒         Form 40-F ☐

On February 28, 2025, the Board of Directors (the “ Board”) of Nvni Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), resolved by way unanimous written resolutions of the Directors (the “Written Resolution”) to convene an extraordinary general meeting of the Company (the “EGM”) for the purposes of requesting the members of the Company to pass certain resolutions, including, amongst other matters the following:

The Board recommended for approval by the shareholders the creation of the Class FF Shares and the Subdivision, as well as the approval and adoption of the Amened Articles.

If approved by the shareholders, the Board will determine the final ratio of the reverse split to be implemented as part of the Subdivision (the "Reverse Split"). The Reverse Split is intended to maintain compliance by the Company with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2)

If the Reverse Split is approved and subsequently effectuated, the number of issued and outstanding shares of Ordinary Shares will be reduced in accordance with the final split ratio as to be determined by the Board.

In connection with the Reverse Split, the Ordinary Shares will be designated a new CUSIP number.

Treatment of Share Options, Warrants and Restricted Shares

If the Reverse Split is effectuated, the number of ordinary shares into which the Company’s outstanding share options, warrants and other convertible securities as well as the options’ and warrants’ relevant exercise price per share and other convertible securities’ exercise or conversion price per share, as applicable, will be proportionally adjusted to reflect the Reverse Split.

Fractional Shares

If effected, any fractional shares that would have resulted because of the Reverse Split will be rounded up to the nearest whole share.

A copy of the Written Resolution is attached hereto as Exhibit 1.1. A copy of the Second Amended and Restated Memorandum and Articles of Association, if approved by the shareholders, which will become effective upon filing, is attached hereto as Exhibit 1.2. The foregoing descriptions of the Written Resolution and the Amended Articles are qualified in its entirety by reference to Exhibit 1.1 and Exhibit 1.2.

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.

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