UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Nvni Group Limited
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1721993 | |
| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Ordinary shares, par value $0.00001 per share | The Nasdaq Stock Market LLC | |
| Warrants to purchase ordinary shares, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-272688
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are the ordinary shares, par value $0.00001 per share, of Nvni Group Limited (the “Ordinary Shares”) and warrants to purchase Ordinary Shares (the “Warrants”), each whole Warrant exercisable for one Ordinary Share at an exercise price of $11.50. The description of the Ordinary Shares and Warrants contained under the heading “Description of New Nuvini Securities” in the proxy statement/prospectus forming a part of the Registration Statement on Form F-4, as originally filed with the Securities and Exchange Commission on June 16, 2023, as amended and supplemented from time to time (Registration No. 333-272688) (the “Registration Statement”), to which this Form 8-A relates is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
The Ordinary Shares and the Warrants to be registered hereunder have been approved for listing on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “NVNI” and “NVNIW,” respectively.
Item 2. Exhibits.
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed herewith or incorporated by reference herein because no other securities of the registrant are registered on Nasdaq and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| NVNI GROUP LIMITED | ||||||
| Date: September 29, 2023 | By: | /s/ Pierre Schurmann | ||||
| Name: Pierre Schurmann | ||||||
| Title: Chief Executive Officer | ||||||
