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 November 16, 2022. The registered office of the Company is CO Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands. The Company’s principal executive office is located at Rua Jesuíno Arruda, nº769, sala 20B, Itaim Bibi, in São Paulo, Brazil.

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.

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 100,326,678 to approximately 10,032,710 shares. All shares and per-share data included in this filing are presented on a post-split basis.

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$0.00001 per share, in a ratio of any whole number in the range of 2-to-1 up to 250-to-1 with such ratio to be determined in the discretion of the Board of Directors of the Company (the “Subdivision”), effective upon the Board of Directors determining the ratio and resolving to approve the Subdivision.

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$14.0 million and R$57.5 million, respectively, and on June 30, 2026, and December 31, 2025, the Company had a working capital deficit of R$363.6 million and R$350.9 million, respectively and shareholders’ deficit of R$176.3 million and R$157.2 million, respectively. Management believes it will continue to incur operating and net losses at least for the medium term.

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.

As of June 30, 2026 the Company had current debt obligations outstanding of R$3.2 million and R$11.0 million on December 31, 2025, which included the loan and financing amounts, as well as the entire balance of amounts owed under the debentures issued in 2021 and due in 2026.

On June 30, 2026, the Company had cash and cash equivalents, including short-term investments, of R$9.8 million and R$13.5 million on December 31, 2025.

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.

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 current deferred and contingent consideration (relating to fixed amounts) is accounted for as amortized cost. The following table shows a reconciliation of the beginning and ending balances of the deferred and contingent consideration.

Note 6. Financial instruments

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.

Note 7. Cash and cash equivalents

Short-term investments in the Group consist of liquid investments earning interest based on 80% of CDI for both the period ended June 30, 2026, and year ended December 31, 2025. The short-term investments may be redeemed at any time, at the Company’s request, without substantial modification of its values.

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 $6 million of personal capital in the Company through a direct private placement of equity securities, subject to closing conditions (the “Investment Agreement”). Pursuant to the Investment Agreement, Xurmann Investments Ltd, an investment vehicle wholly owned by Mr. Schurmann, will acquire 1,500,000 ordinary shares at $4.00 per share, along with five-year warrants to purchase 300,000 additional shares at an exercise price of $25.00 per share. During the quarter ended June 30, 2026, Mr. Schurmann was unable to obtain funding and the agreement was subsequently terminated.

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.

Note 9. Loans from investors

In 2026, the Company entered into one loan agreement totaling R$6.6 million, which are subject to Selic interest plus 19,95%.

Note 10. Debentures

Debenture facility

As of June 30, 2026, the Company had debentures outstanding of R$2.8 million with a maturity date of May 15, 2026. On July 7, 2026, the Company subsequently paid the debentures in full. The Company did not incur any additional penalties after the maturity date and remained in compliance with the debenture’s debt covenants through the repayment date. See Note 21 Subsequent Events for more information.

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 5%, while the Group collected and remitted at 2%.

Contingent liabilities

The Group is party to a number of claims, assessments and legal proceedings in the normal course of business. As of June 30, 2026 and December 31, 2025, the total of such contingent obligations, for which the likelihood of loss was determined as possible by management and for which no provision has been recorded, is as follows:

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 $5.7 million exchange note and a $2.9 million note issued in December 2025. The complaint further alleges that the Company failed to deliver and perfect certain security interests and guarantees contemplated by the parties, including security over assets and equity interests relating to certain of the Company’s Brazilian operating subsidiaries.

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 $12.1 million as the aggregate Event of Default Redemption Amount under the Notes, plus default interest accruing at a rate of 18% per annum, together with fees, indemnities and costs of collection.

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 $7.3 million relating to principal and accrued interests and has not recorded a provision related to penalties and other disputed amounts.

Note 12. Equity and divestitures

Share capital

Derivatives

Non-controlling Interest

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. The table below shows data of net loss and shares used in calculating basic and diluted loss per share attributable to the ordinary equity holders of the Company:

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.

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.

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

Note 16. 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 34% is the current rate applied to the Group which is the operational and main company of all operating entities of the Group in Brazil.

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$27.5 million and R$35.6 million, respectively.

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 single operating and reportable segment, when monitoring operations, making decisions on capital and investment allocations and evaluating performance. There have been no changes in the Company’s basis of segmentation during the six months ended June 30, 2026.

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 one geographical location.

For the six-month periods ended June 30, 2026, and 2025, the Group generated approximately 99% of its revenues originating from customers located in Brazil.

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

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:

Note 21. 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. As of December 31, 2025, Nuvini reported a debt service coverage ratio of 5.1x against the facility’s 4.0x covenant threshold, as disclosed in its Annual Report on Form 20-F for the fiscal year ended December 31, 2025. The facility carried financial covenants tied to leverage, EBITDA margin, and debt service coverage. During 2022 to 2024, the Company obtained waivers in connection with certain covenant measurements before returning to compliance; it remained in compliance through the payment of the debentures. Repayment of the principal at maturity releases the covenant obligations and liens over assets specific to this instrument.

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 $35 million minimum requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq granted the Company 180 calendar days, or until July 27, 2026 (the “Compliance Date”), to regain compliance MVLS Requirement.

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 $35 million for a minimum of 10 consecutive business days prior to the Compliance Date. The Company has submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”) and the decision to suspend the trading of the Company’s securities has been stayed until the Panel’s decision. As of the date of this filing, the Company has not been informed of a decision by Nasdaq.