6-K - Nvni Group Limited Warrants | StockGist

AI Analysis

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Nvni Group Limited entered into a definitive agreement on April 3, 2026, to acquire a 51% controlling stake in a new holding company for Beyondsoft's IT consulting business for $80.7 million, payable in installments through 2029.

Key Takeaways

1Nvni Group Limited will acquire a 51% controlling interest in a new holding company for Beyondsoft's IT consulting business for an aggregate purchase price of $80.7 million.

2The purchase price is payable in two equal installments due by December 31, 2026, and December 31, 2029, with 8% simple interest accruing quarterly on unpaid balances.

3The transaction is subject to closing conditions including completion of a business restructuring, execution of a shareholders agreement, and execution of a transition services agreement.

4Under the shareholders agreement, the Seller will be entitled to appoint two of five board seats and have approval rights for certain corporate actions of the holding company.

5The acquired shares will be pledged to the Seller as security for payment until the purchase price is paid, with partial release upon payment.

6The press release states the combined entity is expected to have pro forma revenue of approximately $148 million for FY 2025.

Current Report Details

Event Type

Other Event

Disclosure

Voluntary

Variant

6-K

Items Reported

8.01

.** Entry Into a Material Definitive Agreement. ** Entry into Share Purchase Agreement ** ** ** On April 3, 2026, Nvni Group Limited (the “Company”) entered int

Other Event

$80.7M

Transaction Details

Acquisition / Disposition

Target: 51% of the total issued share capital of a new holding company to be established in connection with a restructuring of the Seller's IT consulting and services business with operations in the United States, Brazil and Singapore
Consideration: $80,700,000 aggregate purchase price, subject to adjustment
Structure: Share purchase agreement for 51% controlling interest

•Closing subject to satisfaction or waiver of closing conditions
•Consummation of restructuring of Seller's business into Holdco structure
•Execution of shareholders agreement among Company and Seller
•Execution of transition services agreement
•Parties expect to complete transaction by July 2026

Exhibits (3)

10.1

SHARE PURCHASE AGREEMENT, DATED APRIL 3, 2026, BY AND BETWEEN NVNI GROUP LIMITED AND BEYONDSOFT INTERNATIONAL (SINGAPORE) PTE. LTD

6-K

REPORT OF FOREIGN PRIVATE ISSUER

99.1

PRESS RELEASE OF NVNI GROUP LIMITED, DATED APRIL 6, 2026