Exhibit 99.1
Nvni Group Limited
Unaudited Interim Financial Statements as of June 30, 2024
F-1
Nvni Group Limited
Condensed Consolidated Statements of Financial Position
As of June 30, 2024, and December 31, 2023
(In thousands of Brazilian reais, unless otherwise stated)
6/30/2024 | 12/31/2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Trade accounts receivable, net | ||||||||
| Short-term advances | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable to suppliers | ||||||||
| Salaries and labor charges | ||||||||
| Loans and financing | ||||||||
| Loans from investors | ||||||||
| Debentures | ||||||||
| Exposure premium liability | ||||||||
| Lease liability | ||||||||
| Income taxes payable | ||||||||
| Taxes, fees and contributions payable | ||||||||
| Deferred revenue | ||||||||
| Deferred and contingent consideration on acquisitions | ||||||||
| Related parties | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Loans and financing | ||||||||
| Loans from investors | ||||||||
| Taxes and contributions payable | ||||||||
| Deferred and contingent consideration on acquisitions | ||||||||
| Lease liability | ||||||||
| Provisions for risks | ||||||||
| Deferred taxes | ||||||||
| Derivative warrant liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Share capital | ||||||||
| Capital reserves | ||||||||
| Accumulated losses | ( | ) | ( | ) | ||||
| Other Comprehensive Income | ( | ) | ||||||
| Total shareholders’ deficit, Equity attributable to owners | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and shareholders’ deficit | ||||||||
The above consolidated statements of financial position should be read in conjunction with the accompanying notes.
F-2
Nvni Group Limited
Unaudited Condensed Consolidated Statements of Loss and Comprehensive
Loss for the six-months ended June 30, 2024, and 2023
(In thousands of Brazilian reais, unless otherwise stated)
| Six-Months Ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Net operating revenue | ||||||||
| Cost of services provided | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other operating income (expenses), net | ||||||||
| Operating income | ||||||||
| Financial income and expenses, net | ( | ) | ( | ) | ||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss attributed to: | ||||||||
| Owners of the Company | ( | ) | ( | ) | ||||
| Non-controlling interests | ||||||||
| Loss per share | ||||||||
| Basic and diluted loss per share (R$) | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive loss – foreign currency translation adjustment | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
The above condensed consolidated statements of loss should be read in conjunction with the accompanying notes.
F-3
Nvni Group Limited
Unaudited Condensed Consolidated Statements of
Shareholders’ Equity for the six-months ended June 30, 2024, and 2023
(In thousands of Brazilian reais, unless otherwise stated)
Equity attributable to Equity Holder of the Parent
| Share Capital | Capital Reserves | Accumulated Losses | Attributable to owners of the parent | Non-controlling interests | Total Equity | |||||||||||||||||||
| Balances as of December 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||
| Subscription rights | ( | ) | ||||||||||||||||||||||
| Provision for share-based payment | ||||||||||||||||||||||||
| Initial recognition of non-controlling interest | ( | ) | ||||||||||||||||||||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||
| Net income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of June 30, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share Capital | Capital Reserves | Accumulated Losses | OCI | Attributable to owners of the parent | Non-controlling interests | Total Equity | ||||||||||||||||||||||
| Balances as of December 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Capital increase | ||||||||||||||||||||||||||||
| Distributions to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||||||
| Provision for share-based payment | ||||||||||||||||||||||||||||
| Other comprehensive income | ( | ) | - | |||||||||||||||||||||||||
| Net income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
The above condensed consolidated statements of changes in equity should be read in conjunction with the accompanying notes.
F-4
Nvni Group Limited
Unaudited Condensed Consolidated Statements of Cash Flows
for the six-months ended June 30, 2024, and 2023
(In thousands of Brazilian reais, unless otherwise stated)
| Six-Months Ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Cash flow from operating activities | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Adjustments for: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based payment expense | ||||||||
| Adjustment in provision for risks | ( | ) | ||||||
| Interest on loans, financing and debentures | ||||||||
| Interest on lease liabilities | ||||||||
| Allowance for expected credit loss | ||||||||
| (Gain) Loss on disposal of assets | ( | ) | ||||||
| Deferred and contingent consideration adjustment | ||||||||
| Employee bonus provision | ||||||||
| Fair value of derivative warrant liabilities | ( | ) | ||||||
| Fair value of subscription rights | ||||||||
| Decrease (increase) in operating assets: | ||||||||
| Trade accounts receivable | ) | |||||||
| Other assets | ( | ) | ( | ) | ||||
| Increase (decrease) in operating liabilities: | ||||||||
| Accounts payable to suppliers | ||||||||
| Salaries and labor charges | ||||||||
| Taxes and fees | ||||||||
| Deferred revenue | ( | ) | ||||||
| Other liabilities | ( | ) | ( | ) | ||||
| Income taxes paid | ( | ) | ( | ) | ||||
| Net cash from operating activities | ||||||||
| Investment activities | ||||||||
| Cash payments to acquire property and equipment | ( | ) | ( | ) | ||||
| Cash payments to acquire intangibles | ( | ) | ( | ) | ||||
| Net cash used in investment activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Payment of principal loans and financing | ( | ) | ( | ) | ||||
| Interest paid | ( | ) | ( | ) | ||||
| Payment of principal portion of lease liabilities | ( | ) | ( | ) | ||||
| Proceeds from debentures, loans, and financing | ||||||||
| Additions and contractual changes to the lease | ||||||||
| Capital increase | ||||||||
| Proceeds on issuance of subscription rights | ||||||||
| Distributions paid to non-controlling interest | ( | ) | ( | ) | ||||
| Payment of principal on related party loans | ( | ) | ||||||
| Payment of deferred and contingent consideration on acquisitions | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||
| Cash and cash equivalents at the end of the year | ||||||||
The above condensed consolidated statements of cash flows should be read in conjunction with the accompanying notes.
F-5
NVNI GROUP LIMITED
EXPLANATORY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024
(Amounts expressed in thousands of reais—R$, except as otherwise indicated)
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”). For periods prior to February 26, 2023, the financial statements represent the results of operations of Nuvini S.A. and periods after February 26, 2023, represent the results of operations of Nvni Group. 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.
Reorganization transaction
On February 26, 2023, Nvni Group Limited, Nuvini Holdings Limited (an exempted company with limited liability in the Cayman Islands), Nuvini Merger Sub, Inc. (a Delaware corporation), and Mercato Partners Acquisition Corporation (a Delaware corporation, referred to as “Mercato”) entered into a Business Combination Agreement (“SPAC Merger”). According to this agreement, Nuvini Shareholders transferred all issued and outstanding ordinary shares of Nuvini, with a par value of $
Prior to the closing date of the transaction between the Company and Mercato, Nvni Group Ltd. was a holding company with no active trade or business. Nuvini S.A. maintained all relevant assets and liabilities and incurred all income and expenses. Therefore, the comparable consolidated financial information presented herein represents the consolidated financial statements of Nuvini S.A.
On September 29, 2023, Nuvini completed its business combination with Mercato. As a result, Nuvini’s Ordinary Shares and Warrants commenced trading on Nasdaq under the symbols “NVNI” and “NVNIW,” respectively, as of market open on October 2, 2023.
In accordance with IFRS 3 Business Combinations, Mercato did not meet the definition of a “business”, and therefore the Business Combination was considered a capital transaction and was accounted for as a share-based payment transaction under IFRS 2 Share-Based Payments, whereby Nuvini issued shares for Mercato’s net assets. Under this method of accounting, the acquisition of Mercato was stated at historical cost, with no goodwill or other intangible assets recorded.
The difference between the fair value of the equity instruments issued to acquire Mercato and the fair value of the identifiable net assets acquired represented a stock exchange listing expense.
Accordingly, the financial statements of Nuvini S.A. became the historical financial statements of Nuvini and the assets, liabilities and results of operations of Mercato was consolidated with Nuvini from the Closing Date.
F-6
Consolidated subsidiaries
| Subsidiaries | Place of Business/Country of Incorporation | Equity Ownership Held by the Company 12/31/2023 | Equity Ownership Held by the Company 6/30/2024 | |||||||
| Effecti Tecnologia Web LTDA. (“Effecti”) | % | % | ||||||||
| Leadlovers Tecnologia LTDA. (“Leadlovers”) | % | % | ||||||||
| Ipe Tecnologia LTDA. (“Ipe”) | % | % | ||||||||
| Dataminer Dados, Informacoes E DocumentosLTDA (“Datahub”) | % | % | ||||||||
| Onclick Sistemas de Informacao LTDA. (“Onclick”) | % | % | ||||||||
| Simplest Software LTDA (“Mercos”) | % | % | ||||||||
| Smart NX | % | % | ||||||||
| Nuvini S.A | % | % | ||||||||
| Nuvini LLC | % | % | ||||||||
Effecti
Effecti sells access to the “My Effecti” platform, a tool used by companies that wish to participate in bids. Within the platform, bidders can find, register, dispute and monitor the notices issued by the Brazilian federal, state and municipal government through electronic trading sessions.
Leadlovers
Nuvini acquired
Ipe
Nuvini acquired
Datahub
Nuvini acquired
Onclick
Nuvini acquired
| ● | A management ERP for retail, e-commerce, industry, distribution and services. |
| ● | Business management in technology offering IT solutions and business processes tailored to its customers. |
| ● | Complete integration solution to support various technologies involved in e-commerce operations. |
F-7
Mercos
Nuvini acquired
Smart NX
Nuvini acquired
Nuvini S.A.
Nuvini S.A. is a corporation duly incorporated under the laws of Brazil, with its head office at Rua Jesuíno Arruda, No. 769, Suite 20B, Itaim Bibi, São Paulo, Brazil. 04.532-082. Nuvini S.A. acquires and operates software companies within SaaS markets in Brazil. Nuvini S.A. is the leading private serial software business acquirer in Brazil and intends to use funding and capital markets access to continue expanding its acquisition strategy in Brazil and Latin America.
Nuvini LLC
Nuvini LLC was incorporated in the United States of America to explore opportunities for strategic partnerships abroad.
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, 2024, 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, 2023. 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 condensed consolidated financial statements are presented in Brazilian Reais (“R$”) in conformity with IFRS Accounting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements comply with IFRS as issued by the International Accounting Standards Board.
F-8
Going concern
The accompanying interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
For the six-months ended June 30, 2024, and 2023, the Company incurred a net loss of R$
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 (including its CEO), 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.
As of June 30, 2024 the Company had current debt obligations outstanding of R$
On June 30, 2024, the Company had cash and cash equivalents, including short-term investments, of R$
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.
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 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, 2023.
Use of estimates and judgments
The Company monitors its critical accounting estimates and judgments. For the interim period ended June 30, 2024, there were no changes in estimates and assumptions that present significant risks of assets and liabilities for the interim period, in relation to those detailed in Note 3. of the Company’s annual consolidated financial statements for the year ended December 31, 2023.
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, 2023. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
F-9
Note 5. Deferred and Contingent Consideration on Acquisitions
| June 30, 2024 | December 31, 2023 | |||||||
| Current deferred and contingent consideration: | ||||||||
| Effecti | ||||||||
| Leadlovers | ||||||||
| Ipe | ||||||||
| Datahub | ||||||||
| Onclick | ||||||||
| Total current deferred and contingent consideration | ||||||||
| Non-current deferred and contingent consideration: | ||||||||
| Smart NX | ||||||||
| Total non-current deferred and contingent consideration | ||||||||
The contingent portions of this consideration is accounted for as FVTPL and categorized as a level 3 financial liability, as described in note 6. The deferred portion (relating to fixed amounts) is accounted for as amortized cost.
| Balance at January 1, 2023 | ||||
| Initial recognition of deferred and contingent consideration relating to acquisitions | ||||
| Payments | ( | ) | ||
| Deferred and contingent consideration converted to equity | ( | ) | ||
| Contingent consideration adjustment | ||||
| Interest | ||||
| Balance at December 31, 2023 | ||||
| Payments | ( | ) | ||
| Interest | ||||
| Balance at June 30, 2024 |
F-10
Note 6. Financial instruments
The classification of financial instruments is presented in the following table.
| Classification | Level | June 30, 2024 | December 31, 2023 | |||||||||
| Financial liabilities: | ||||||||||||
| Derivative warrants (note 15) | Level 1 | |||||||||||
| Contingent consideration on acquisitions (note 5) | Level 3 | |||||||||||
| Exposure premium - debentures (note 13) | Level 3 | |||||||||||
| Deferred consideration on acquisitions (note 5) | ||||||||||||
| Loans and financing (note 11) | ||||||||||||
| Debentures (note 13) | ||||||||||||
| Related parties (note 9) | ||||||||||||
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, 2024, and December 31, 2023.
As of June 30, 2024, the contingent consideration on acquisitions was transferred from level 3 in the fair value hierarchy to amortized cost. The contingent consideration is no longer subject to adjustment of the earn-out and is based on actual billing rather than projected billing.
| Balance at January 1, 2023 | ||||
| Additions | ||||
| Transfer to equity (converted in shares) | ( | ) | ||
| Write off in the P&L | ( | ) | ||
| Balance at December 31, 2023 | ||||
| Write off in the P&L | ( | ) | ||
| Transfer based on change in classification | ( | ) | ||
| Balance at June 30, 2024 |
F-11
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.
| June 30, 2024 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Other liabilities | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures(i) | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Lease liabilities | ||||||||||||
| Related parties | ||||||||||||
| Total | ||||||||||||
| December 31, 2023 | ||||||||||||
| Less than 1 year | 1 to 3 years | Total Liabilities | ||||||||||
| Accounts payable to suppliers | ||||||||||||
| Other liabilities | ||||||||||||
| Loans and financing | ||||||||||||
| Debentures(i) | ||||||||||||
| Deferred and contingent consideration | ||||||||||||
| Lease liabilities | ||||||||||||
| Related parties | ||||||||||||
| Total | ||||||||||||
| (i) |
| Less than 1 year | 1 to 3 years | 3 to 5 years | Total Liabilities | June 30, 2024 | ||||||||||||||||
| Debentures | ||||||||||||||||||||
F-12
Note 7. Cash and cash equivalents
| June 30, 2024 | December 31, 2023 | |||||||
| Cash and cash equivalents | ||||||||
| Short-term investments | ||||||||
| Total | ||||||||
Short-term investments in the Group consist of liquid investments earning interest based on
Note 8. Trade accounts receivable
| June 30, 2024 | December 31, 2023 | |||||||
| Trade accounts receivable | ||||||||
| Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Trade accounts receivable, net | ||||||||
The balance of trade accounts receivable includes contract assets totaling R$
| Balance as of January 1, 2023 | ( | ) | ||
| Allowance recorded during the year | ( | ) | ||
| As of June 30, 2023 | ( | ) | ||
| As of January 1, 2024 | ( | ) | ||
| Allowance recorded during the year | ( | ) | ||
| As of June 30, 2024 | ( | ) |
F-13
| June 30, 2024 | December 31, 2023 | |||||||
| Aging list: | ||||||||
| Current | ||||||||
| Due up to 30 days | ||||||||
| Due from 30 to 60 days | ||||||||
| Due from 60 to 90 days | ||||||||
| Overdue over 90 days | ||||||||
| Total | ||||||||
Note 9. Related parties
Transactions between related parties
The Group has entered into loan agreements with certain shareholders, executives and directors. The amounts outstanding are unsecured and in the case of default on payment, a fine of
| June 30, 2024 | December 31, 2023 | |||||||
| Related party loan—Pierre Schurmann(i) | ||||||||
| Related party loan—Aury Ronan Francisco(ii) | ||||||||
| Total loans from related parties | ||||||||
| (i) |
| (ii) |
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.
| June 30, 2024 | December 31, 2023 | |||||||
| Short-term compensation (including salary) | ||||||||
| Short-term employee benefits | ||||||||
| Termination benefits | ||||||||
| Share-based compensation | ||||||||
| Total | ||||||||
F-14
Note 10. Salaries and labor charges
| June 30, 2024 | December 31, 2023 | |||||||
| Wages payable | ||||||||
| Accrued labor benefits | ||||||||
| Labor taxes | ||||||||
| Total salaries and labor charges | ||||||||
Note 11. Loans and financing
| Interest Rate | Maturity | June 30, 2024 | December 31, 2023 | |||||||||
| Loans: | ||||||||||||
| Santander Bank | ||||||||||||
| Bradesco Bank | ||||||||||||
| Bradesco Bank | ||||||||||||
| BNDES | ||||||||||||
| Total | ||||||||||||
| Current | ||||||||||||
| Non-current | ||||||||||||
Per the terms of the bank loan agreements, the institution may consider the loan to be due early in the case of certain events such as corporate reorganization or change of control. As of the date of these financial statements, there have been no calls for early maturity of the loans.
| June 30, 2024 | December 31, 2023 | |||||||
| 2025 | ||||||||
| 2026 | ||||||||
| Non-current liabilities | ||||||||
| Balance as of January 1, 2023 | ||||
| Additions | ||||
| Interest accrual | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| Balance as of December 31, 2023 | ||||
| Additions | ||||
| Interest accrual | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| Balance as of June 30, 2024 |
F-15
Accounts payable to suppliers
| June 30, 2024 | December 31, 2023 | |||||||
| Suppliers- National and foreign | ||||||||
| Suppliers - IPO transaction expenses(i) | ||||||||
| Trade accounts payable | ||||||||
| (i) |
Note 12. Loans from investors
| As of January 1, 2023 | ||||
| Additions | ||||
| Amortization | ( | ) | ||
| Interest accrual | ||||
| As of December 31, 2023 | ||||
| Additions | ||||
| Interest accrual | ||||
| As of June 30, 2024 |
Note 13. Debentures
On May 14, 2021, the Group issued
F-16
| As of January 1, 2023 | ||||
| Interest incurred | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of December 31, 2023 | ||||
| Interest incurred | ||||
| Principal payments | ( | ) | ||
| Interest payments | ( | ) | ||
| As of June 30, 2024 |
Collateral and guarantees
As of June 30, 2024, and December 31, 2023, all the shares representing the share capital of the subsidiaries Effecti, Leadlovers, Onclick and Datahub, have been pledged as collateral.
Covenants
The debentures have covenants normally applicable to these types of operations related to the meeting of economic-financial indices on an annual basis, including (i) gross debt indicator / pro forma EBITDA ratio less than or equal to 3.0x; (ii) pro forma EBITDA margin in relation to net revenue greater than or equal to
As of June 30, 2024, the Group was not in compliance with these covenants.
As of December 31, 2023, the Company did not meet the debt service coverage index covenant, as the calculated index was 0.6x which is less than the 4.0x targeted threshold. The Company requested a waiver for the covenant violation on December 13, 2024, which would alleviate any Company concerns regarding a potential early debt maturity due to the covenant breach. The debenture holders granted the Company’s request on December 19, 2024, leaving the amortization date of the debentures unchanged.
Exposure premium
As of June 30, 2024, and December 31, 2023, the fair value of the Exposure Premium was R$
F-17
Note 14. 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, 2024, and December 31, 2023, 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
| At January 1, 2023 | ||||
| Reversal of provision | ( | ) | ||
| Provision recorded during the period | ||||
| Additions by acquisition | ||||
| Additions by merger | ||||
| At December 31, 2023 | ||||
| Reversal of provision | ( | ) | ||
| At June 30, 2024 |
There were no changes in contingent liabilities recorded as of June 30, 2024.
Note 15. Equity and divestitures
Share capital
| Shares | ||||
| As of January 1, 2023 | ||||
| Shares issued | ||||
| As of June 30, 2023 | ||||
| Acquisition of Nvni Group Limited(*) | ||||
| As of December 31, 2023 | ||||
| As of January 1, 2024 | ||||
| Shares issued | ||||
| As of June 30, 2024 | ||||
| * |
F-18
| Shareholders | % Participation | Common Shares(i) | Subscribed and Paid- In Share Capital (R$) | |||||||||
| Former Nuvini Stockholders (Nuvini Holdings Limited) (i) | % | |||||||||||
| Public Stockholders | % | |||||||||||
| Mercato Founders | % | |||||||||||
| Maxim | % | |||||||||||
| PIPE Investors | % | |||||||||||
| Total | % | |||||||||||
| (i) |
Derivatives
| Public Warrants | Private Placement Warrants | Total | ||||||||||
| Initial Recognition at September 29, 2023 | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||
| Balance at December 31, 2023 | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||
| Balance at June 30, 2024 | ||||||||||||
Non-controlling Interest
| At January 1, 2023 | ||||
| Share of profit for the year | ||||
| Payment of dividends | ( | ) | ||
| At December 31, 2023 | ||||
| Share of profit for the year | ||||
| Payment of dividends | ( | ) | ||
| At June 30, 2024 |
| At January 1, 2023 | ||||
| Initial recognition | ||||
| Share of profit for the year | ||||
| Payment of dividends | ( | ) | ||
| At December 31, 2023 | ||||
| Share of profit for the year | ||||
| At June 30, 2024 | ||||
F-19
Note 16. Net loss per share
As the Company reported a loss for the six-month period ended June 30, 2024, and 2023, 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.
| Six-Months Ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Net loss | ( | ) | ( | ) | ||||
| Weighted average shares outstanding—basic and diluted(i) | ||||||||
| Net loss per ordinary share—basic and diluted | ( | ) | ( | ) | ||||
| (i) |
Note 17. 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.
| June 30, 2024 | June 30, 2023 | |||||||
| Gross operating revenue | ||||||||
| Revenue deductions: | ||||||||
| Cancellations and returns | ( | ) | ( | ) | ||||
| Taxes on services | ( | ) | ( | ) | ||||
| Total revenue deductions | ( | ) | ( | ) | ||||
| Net operating revenue | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Platform subscription service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from platform subscription service | ||||||||
| Data analytics service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from data analytics service | ||||||||
| Set-up and service | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Revenue from set-up and service | ||||||||
| Other revenue | ||||||||
| Cancellations, returns and taxes on services | ( | ) | ( | ) | ||||
| Other revenue | ||||||||
| Total net operating revenue | ||||||||
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.
| At January 1, 2023 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| Increase from changes based on work in progress | ||||
| At December 31, 2023 | ||||
| Decrease from transfers to accounts receivable | ( | ) | ||
| At June 30, 2024 |
F-20
| At January 1, 2023 | ||||
| Increase in deferred revenue in the current year | ||||
| Revenue recognized during the current year | ( | ) | ||
| At December 31, 2023 | ||||
| Increase in deferred revenue in the current year | ||||
| Revenue recognized during the current year | ( | ) | ||
| At June 30, 2024 |
Note 18. Cost and expenses by nature
| June 30, 2024 | June 30, 2023 | |||||||
| Payroll | ( | ) | ( | ) | ||||
| Third-party services and others | ( | ) | ( | ) | ||||
| Business and marketing expenses | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Amortization | ( | ) | ( | ) | ||||
| Audit and consulting | ( | ) | ( | ) | ||||
| Other administrative expenses | ( | ) | ( | ) | ||||
| Provisions | ||||||||
| Total | ( | ) | ( | ) | ||||
| Cost of services provided | ( | ) | ( | ) | ||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other operating income (expenses), net | ||||||||
| Total | ( | ) | ( | ) | ||||
Note 19. Financial income and expense, net
| June 30, 2024 | June 30, 2023 | |||||||
| Financial income: | ||||||||
| Income on financial investments | ||||||||
| Interest income | ||||||||
| Discounts obtained | ||||||||
| Exchange variation (foreign exchange profit) | ||||||||
| Total | ||||||||
| Financial Expenses: | ||||||||
| Contingent consideration fair value adjustments | ( | ) | ( | ) | ||||
| Interest on loans, financing and debentures | ( | ) | ( | ) | ||||
| Other interest and expense | ( | ) | ( | ) | ||||
| Exchange variation (foreign exchange losses) | ( | ) | ( | ) | ||||
| Total | ( | ) | ( | ) | ||||
| Financial income and expense, net | ( | ) | ( | ) | ||||
F-21
Note 20. Income tax
Considering that the Company is domiciled in Cayman and there is no income tax in that jurisdiction, the combined tax rate of
| As of June 30, | ||||||||
| 2024 | 2023 | |||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax recorded in the income for the year | ( | ) | ( | ) | ||||
| Current tax | ( | ) | ( | ) | ||||
| Deferred tax | ||||||||
| Effective tax rate | % | % | ||||||
Deferred tax liability
As of June 30, 2024, and December 31, 2023, 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$
Note 21. 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.
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
For the six-month periods ended June 30, 2024, and 2023, the Group generated
The Company’s non-current assets are entirely located in Brazil as of June 30, 2024, and December 31, 2023.
F-22
Note 22. Supplementary items to the cash flow
| June 30, 2023 | ||||
| Business combination: | ||||
| Trade accounts receivable, net | ||||
| Other current assets | ||||
| Property and equipment, net | ||||
| Right-of-use assets | ||||
| Intangible assets | ||||
| Goodwill | ||||
| Other non-current assets | ||||
| Accounts payable to suppliers | ( | ) | ||
| Salaries and labor charges | ( | ) | ||
| Loans and financing | ( | ) | ||
| Right-of-use lease liabilities | ( | ) | ||
| Taxes and fees | ( | ) | ||
| Deferred taxes | ( | ) | ||
| Deferred and contingent consideration | ( | ) | ||
| Other liabilities | ( | ) | ||
| Provisions for risks | ( | ) | ||
| Recognition of lease right-of-use asset in exchange for lease liabilities: | ||||
| Property and equipment, net | ||||
| Lease liability | ( | ) | ||
| Conversion of subscription rights to capital shares: | ||||
| Capital reserve | ( | ) | ||
| Share capital | ( | ) | ||
Note 23. Subsequent events
The Group evaluated subsequent events and transactions that occurred after the balance sheet date up to January 30, 2025, the date the financial statements were available to be issued.
On December 27, 2024, Nvni Group Limited, entered into a Settlement Agreement and Release (“Settlement Agreement”) and a Warrant Exchange Agreement (the “Warrant Exchange Agreement”) with Alta Partners, LLC (“Alta”) in relation to an alleged dispute regarding certain warrants held by Alta. Pursuant to the Settlement Agreement, Alta agreed to exercise
On January 2, 2025, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement with certain institutional investors for aggregate gross proceeds of US$
On January 8, 2025, the Company received a letter from Nasdaq notifying the Company that based on the filing of the 2023 Annual Report, Nasdaq has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) and the hearing has been canceled. Accordingly, the matter has been closed.
On January 9, 2025, the Company received a notice from Nasdaq indicating that the Company is not currently in compliance with Nasdaq’s Listing Rules due to the Company’s failure to file an interim balance sheet and income statement as of and for its second quarter ended June 30, 2024 (the “Interim Financials”) on Form 6-K with the Commission. Pursuant to Nasdaq Listing Rule 5250(c)(2), the Company was required to file its Interim Financials no later than six months following the end of its second quarter ended June 30, 2024, or December 31, 2024. The Company has not yet filed the required Interim Financials. This notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s ordinary shares and warrants. Nasdaq has provided the Company with 60 calendar days, until March 10, 2025, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for the filing of its Interim Financials, or until June 30, 2025, to regain compliance.
F-23