| Equity and divestitures |
Note 15. 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, 2024 | |
| 31,617,370 | |
| Shares issued | |
| 889,411 | |
| As of June 30, 2024 | |
| 32,506,781 | |
| Shares issued | |
| 5,930,661 | |
| As of December 31, 2024 | |
| 38,437,442 | |
| | |
| | |
| As of January 1, 2025 | |
| 38,437,442 | |
| Shares issued | |
| 53,820,401 | |
| As of June 30, 2025 (*) | |
| 92,257,843 | |
| (*) | The issuance of shares represents a change in ownership resulting
from the conversion of earned amounts into ordinary shares, as disclosed in Schedule 13D/A. |
The distribution of shareholders’
capital as of June 30, 2025, is as follows:
| Shareholders | |
%
Participation | | |
Common Shares(i) | | |
Subscribed
and Paid-
In Share Capital
(R$) | |
| Former Nuvini Stockholders (Nuvini Holdings Limited) | |
| 23.6 | % | |
| 21,761,471 | | |
| | |
| Public Stockholders | |
| 3.3 | % | |
| 3,070,708 | | |
| | |
| Mercato Founders | |
| 6.9 | % | |
| 6,410,232 | | |
| | |
| PIPE Investors | |
| 66.2 | % | |
| 61,015,432 | | |
| | |
| Total | |
| 100 | % | |
| 92,257,843 | | |
| 369,122 | |
Derivatives
The Group has recognized
the following movement in the Company’s warrant obligations:
| | |
Total | |
| Balance at January 1, 2025 | |
| 7,663 | |
| Change in fair value | |
| (3,026 | ) |
| Balance at June 30, 2025 | |
| 4,637 | |
Non-controlling Interest
The following table summarizes
the movement in the Company’s non-controlling interests in Mercos:
| At January 1, 2024 | |
| 3,039 | |
| Share of profit for the year | |
| 5,370 | |
| Payment of dividends | |
| (1,228 | ) |
| At December 31, 2024 | |
| 7,181 | |
| Share of profit for the period | |
| 3,983 | |
| Payment of dividends | |
| (12,326 | ) |
| At June 30, 2025 | |
| (1,162 | ) |
The following table summarizes
the movement in the Company’s non-controlling interests in Smart NX:
| At January 1, 2024 | |
| 1,290 | |
| Share of profit for the year | |
| 2,594 | |
| Payment of dividends | |
| (2,192 | ) |
| At December 31, 2024 | |
| 1,692 | |
| Share of profit for the period | |
| - | |
| At June 30, 2025 | |
| 1,692 | |
|