As filed with the U.S. Securities and Exchange Commission on September 27, 2023
Registration No. 333-272688
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nvni Group Limited
(Exact name of registrant as specified in its charter)
| Cayman Islands | 7372 | 98-1721993 | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
(+55 11) 5642-3370
(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)
Cogency Global, Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1(800) 221-0102
(Name, address, including ZIP code, and telephone number, including area code, of agent for service)
Copies to:
| Edward S. Best, Esq. | Carlos Motta, Esq. | Ryan J. Maierson, Esq. | ||
| Mayer Brown LLP | Tauil & Chequer Advogados | Drew Capurro, Esq. | ||
| 71 South Wacker Drive | (an affiliate of Mayer Brown LLP) | Latham & Watkins LLP | ||
| Chicago, Illinois 60606 | Avenida Presidente Juscelino | 811 Main Street, Suite 3700 | ||
| (312) 701-7100 | 1455 – 5°, 6° e 7° andares São | Houston, Texas 77002 | ||
| Paulo/SP, Brazil 04543-011 (+55 11) | (713) 546-5400 | |||
| 2504-4204 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-272688
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Pursuant to its Registration Statement on Form F-4 (File No. 333-272688), as amended, (the “Prior Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on June 16, 2023 and declared effective by the Commission on September 7, 2023, Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Registrant”), registered an aggregate of 33,100,363 of the Registrant’s ordinary shares, par value $0.00001 per share (“Ordinary Shares”), and paid an aggregate registration fee of $40,962. This Registration Statement is being filed with the Commission pursuant to General Instruction H to Form F-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional 1,968,821 Ordinary Shares to be issuable upon the completion of the Business Combination (as described in the Prior Registration Statement). The additional securities that are being registered are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fee Tables set forth in Exhibit 107 as filed with the Prior Registration Statement.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein. Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement: |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sao Paolo, Brazil, on the 27th day of September, 2023.
| NVNI GROUP LIMITED | ||
By: | /s/ Pierre Schurmann | |
| Name: Pierre Schurmann | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on September 27, 2023 in the capacities indicated:
| Signature | Title | |
* Pierre Schurmann | Chief Executive Officer and Chair of the Board (Principal Executive Officer) | |
* Luiz Busnello | Director (Interim Principal Financial Officer and Accounting Officer) | |
*By: | /s/ Pierre Schurmann | |
| Name: | Pierre Schurmann | |
| Attorney-in-fact | ||
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Nvni Group Limited has signed this Registration Statement on September 27, 2023.
By: | /s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice-President on behalf of | |
| Cogency Global Inc. |
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