Equity and Divestitures (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Equity and Divestitures [Abstract] |
|
| Schedule of Illustrates the Shareholders’ Equity |
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, 2023 | |
| 1,781,866 | |
| Shares issued(i) | |
| 231,362 | |
| Subtotal | |
| 2,013.228 | |
| Acquisition of Nvni Group Limited(*) | |
| 1,148,508 | |
| As of December 31, 2023 | |
| 3,161,736 | |
| | |
| | |
| As of January 1, 2024 | |
| 3,161,736 | |
| Shares issued | |
| 682,007 | |
| As of December 31, 2024 | |
| 3,843,743 | |
| | |
| | |
| As of January 1, 2025 | |
| 3,843,743 | |
| Shares issued | |
| 6,188,967 | |
| As of December 31, 2025(**) | |
| 10,032,710 | |
| (i) | The shares issued pertain to the premium on loans, subscription right payments, earn out payments and stock option exercised by the board made in 2023, prior to the conversion into Nvni Group Limited shares. |
| * | In connection with the SPAC merger, each of the Nuvini shareholders contributed their ordinary shares into the Company in exchange for Nvni Group Limited ordinary shares. The shares were converted into a number of Nvni Group Limited ordinary shares in accordance with the Exchange Ratio of 0.145485724. |
| ** | The Company has a total of 388,737 reserved shares that have been authorized
but not issued as of December 31, 2025. Thus, the total outstanding shares authorized and issued is 9,643,973 as of December
31, 2025. |
|
| Schedule of Recognized the Following Warrant Obligations |
The Group has recognized
the following warrant obligations:
| | |
Public
Warrants | | |
Private
Placement
Warrants | | |
Total | |
| Initial Recognition at September 29, 2023 | |
| 9,887 | | |
| 9,930 | | |
| 19,817 | |
| Change in fair value | |
| (7,660 | ) | |
| (7,693 | ) | |
| (15,353 | ) |
| Balance at December 31, 2023 | |
| 2,227 | | |
| 2,237 | | |
| 4,464 | |
| Change in fair value | |
| 1,214 | | |
| 1,985 | | |
| 3,199 | |
| Balance at December 31, 2024 | |
| 3,441 | | |
| 4,222 | | |
| 7,663 | |
| Change in fair value | |
| 688 | | |
| 1,124 | | |
| 1,812 | |
| Balance at December 31, 2025 | |
| 4,129 | | |
| 5,346 | | |
| 9,475 | |
|
| Schedule of Company’s Non-Controlling Interests |
The following tables summarize
the information relating to the Company’s non-controlling interests in Mercos before and after intercompany eliminations:
| Summarized statement of financial position | |
2025 | | |
2024 | | |
2023 | |
| Non-controlling interest | |
| 42.09 | % | |
| 42.09 | % | |
| 42.09 | % |
| | |
| | | |
| | | |
| | |
| Current assets | |
| 4,237 | | |
| 7,884 | | |
| 4,351 | |
| Non-current assets | |
| 7,350 | | |
| 5,852 | | |
| 4,668 | |
| Current liabilities | |
| (4,792 | ) | |
| (3,537 | ) | |
| (3,421 | ) |
| Non-current liabilities | |
| (2,364 | ) | |
| (1,892 | ) | |
| (5,598 | |
| | |
| | | |
| | | |
| | |
| Summarized statement of profit and loss | |
| | | |
| | | |
| | |
| Revenue | |
| 26,563 | | |
| 22,312 | | |
| 18,498 | |
| Expenses | |
| (20,530 | ) | |
| (16,942 | ) | |
| (14,139 | ) |
| Profit (loss) for the year | |
| 6,033 | | |
| 5,370 | | |
| 4,359 | |
| Profit (loss) attributable to owners of the Company | |
| 3,494 | | |
| 3,110 | | |
| 2,525 | |
| Profit (loss) attributable to the non-controlling interests | |
| 2,539 | | |
| 2,260 | | |
| 1,835 | |
The following tables summarize
the information relating to the Company’s non-controlling interests in Smart NX before and after intercompany eliminations:
| Summarized statement of financial position | |
2025 | | |
2024 | | |
2023 | |
| Non-controlling interest | |
| 0 | % | |
| 45.00 | % | |
| 45.00 | % |
| | |
| | | |
| | | |
| | |
| Current assets | |
| - | | |
| 2,634 | | |
| 2,396 | |
| Non-current assets | |
| - | | |
| 3,593 | | |
| 5,131 | |
| Current liabilities | |
| - | | |
| (1,600 | ) | |
| (1,680 | ) |
| Non-current liabilities | |
| - | | |
| (682 | ) | |
| (5,847 | ) |
| | |
| | | |
| | | |
| | |
| Summarized statement of profit and loss | |
| | | |
| | | |
| | |
| Revenue | |
| 3,303 | | |
| 13,552 | | |
| 12,209 | |
| Expenses | |
| (9,377 | ) | |
| (10,958 | ) | |
| (9,719 | ) |
| Profit (loss) for the year | |
| (6,074 | ) | |
| 2,594 | | |
| 2,490 | |
| Profit (loss) attributable to owners of the Company | |
| (3,341 | ) | |
| 1,427 | | |
| 1,370 | |
| Profit (loss) attributable to the non-controlling interests | |
| (2,733 | ) | |
| 1,167 | | |
| 1,121 | |
|
| Schedule of Statement of Financial Position |
| Summarized statement of financial position | |
| |
| At January 1, 2023 | |
| 3,853 | |
| Share of profit for the year | |
| 4,359 | |
| Payment of dividends | |
| (5,173 | ) |
| At December 31, 2023 | |
| 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 year | |
| 6,033 | |
| Payment of dividends | |
| (1,228 | ) |
| At December 31, 2025 | |
| 11,986 | |
| Summarized statement of financial position | |
| |
| At January 1, 2023 | |
| - | |
| Initial recognition | |
| 706 | |
| Share of profit for the year | |
| 2,490 | |
| Payment of dividends | |
| (1,906 | ) |
| At December 31, 2023 | |
| 1,290 | |
| Share of profit for the year | |
| 2,594 | |
| Payment of dividends | |
| (2,192 | ) |
| At December 31, 2024 | |
| 1,692 | |
|