United States securities and exchange commission logo
April 24, 2023
Pierre Schurmann
Chief Executive Officer
Nvni Group Ltd
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Re: Nvni Group Ltd
Draft Registration
Statement on Form F-1
Submitted March 27,
2023
CIK No. 0001965143
Dear Pierre Schurmann:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1 submitted March 27, 2023
Cover Page
1. Please revise your
discussion of the balance in the Trust Account as of the record date to
also disclose the
number of shares redeemed to date and the number available for
redemption. Similar
revisions should be made elsewhere throughout the filing where you
discuss Mercato's
current public shares outstanding to clarify that such amounts are net of
18,699,637 shares of
Mercato Class A Common Stock (or approximately 81% of the
Public Shares) that
were redeemed on February 3, 2023 in connection with the extension
meeting.
2. Please revise to
disclose that you expect to be "controlled company" under the
marketplace rules of
the Nasdaq Stock Market following the business combination.
Pierre Schurmann
Nvni Group Ltd
April 24, 2023
Page 2
Identify the majority shareholder(s) and state its ownership
percentage.
3. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
Summary of the Proxy Statement/Prospectus
New Nuvini Earnout Shares, page 25
4. Please revise to explain further the terms of the Nuvini Earnout
Agreements and describe
the earnout events that must be satisfied in order for the Nuvini
Earnout Shares to be
issued. Also, clarify what person or persons will be receiving the
Earnout Shares,
assuming the earnout conditions are met.
Ownership of New Nuvini Following the Closing, page 27
5. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
Risk Factor Summary, page 36
6. Please revise here to highlight that Nuvini S.A. has identified
numerous material
weaknesses in its internal control over financial reporting and
address the fact that prior
period financial statements have been restated as a result of such
weaknesses. Also, revise
the risk factor discussion on page 85 to describe what steps in your
remediation plan, if
any, have been completed and what remains to be completed. Also,
disclose when Nuvini
expects to fully remediate the weaknesses and any material costs they
expect to incur to
complete their remediation efforts.
Summary Historical Consolidated Financial Information of Nuvini, page 38
7. Please revise within the body of the table on page 39 to make it clear
that the financial
statements presented for Nuvini are in Brazilian reais.
Risk Factors
In the event that a significant number of shares of Mercato Class A Common
Stock are redeemed
.. . ., page 92
8. We note your risk factor that Mercato has experienced a significant
number of
redemptions and could experience further redemption in connection with
the business
combination. Please expand this risk factor to highlight the impact that
additional
redemptions may have on your ability to fund the surviving company,
including the
FirstName LastNamePierre Schurmann
likelihood that you will be unable to raise additional capital on
favorable terms. Discuss
Comapany NameNvnipressure
the downward Group Ltd
potential sales of securities following
additional capital raising
transactions
April 24, 2023 Pagemay
2 have on the trading price of the combined entity.
FirstName LastName
Pierre Schurmann
FirstName
Nvni GroupLastNamePierre Schurmann
Ltd
Comapany
April NameNvni Group Ltd
24, 2023
April 324, 2023 Page 3
Page
FirstName LastName
The Sponsor, Mercato's directors, officers, advisors or their affiliates may
enter into certain
transactions . . . , page 94
9. We note that the Sponsor and its affiliates may purchase Mercato
securities in the open
market to reduce redemption rates and that the price offered in such
purchases will be
higher than the redemption price. We also note that the SPAC sponsor
intends to vote the
purchased securities in favor of approving the business combination
transaction. Please
provide your analysis on how such purchases will comply with Rule
14e-5. To the extent
that you are relying on Tender Offer Compliance and Disclosure
Interpretation 166.01
(March 22, 2022), please provide an analysis regarding how it applies
to your
circumstances
The Business Combination
Background of the Business Combination, page 143
10. Please revise your narrative discussion to disclose the date in which
Mercato ceased
discussion with other potential business combination targets and began
to engage solely
with Nuvini Holdings. Include a discussion of the reasons why the
board determined not
to proceed with any of the other potential business combinations
referenced.
Mercato Board's Reasons for Approval, page 148
11. We note your statement that the provided list of factors supporting
the board
recommendation of the transaction is including but not limited to
the listed material
factors considered by the board. Please revise to include all material
factors considered by
the board in recommending the transaction.
Certain Unaudited Projected Financial Information, page 152
12. We note that you have a provided a summary of the projections relied
upon by the board.
Please revise to include the material projections presented to the
board.
13. We note that you provide a summary of the key assumptions used in the
projections
provided by Nuvini S.A. to the board. Please revise your disclosure to
state whether this
includes all material assumptions underlying the projections.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 199
14. Please revise to disclose under the maximum redemption scenario that
in the event the
aggregate cash consideration Mercato would be required to pay for all
Mercato Class A
Common Stock that are validly submitted for redemption plus any amount
required to
satisfy cash conditions pursuant to the terms of the Business
Combination exceed the
aggregate amount of cash available to Mercato, Mercato will not
complete the Business
Combination or redeem any shares, all Mercato Class A Common Stock
submitted for
redemption will be returned to the holders thereof, and Mercato
instead may search for an
Pierre Schurmann
FirstName
Nvni GroupLastNamePierre Schurmann
Ltd
Comapany
April NameNvni Group Ltd
24, 2023
April 424, 2023 Page 4
Page
FirstName LastName
alternate business combination, consistent with your disclosures on
page 93.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 201
15. Please revise to include either pro forma adjustments or a note to the
pro forma financial
statements addressing the Extension Promissory Instrument. Ensure you
disclose the
amount issued since the most recent balance sheet date and the
repayment terms of such
Instrument.
16. Please explain, and revise your disclosures as necessary to clarify,
your reference to the
issuance and sale of New Nuvini Ordinary Shares in pro forma
adjustment (l).
Business of Nuvini and Certain Information About Nuvini
Business Overview, page 212
17. You state that the acquisition targets of Nuvini S.A. are generally
profitable. However,
your risk factor disclosure on page 45 indicates that Nuvini S.A. has
a history of net
losses. Please revise or advise.
Capabilities of the Nuvini Acquired Companies, page 217
18. For those acquired entities that materially contribute to your
revenues please expand your
discussion of the products sold and/or services performed for each of
the last three
financial years. Refer to Item 4.B of Form 20-F.
Growth Strategy, page 218
19. Please expand your disclosure to describe when a target company is
included in your
current engaged pipeline.
20. Please provide a basis for the statement that the current engaged
pipeline has
approximately R$1.6 billion in net revenues and R$320 million in
EBITDA expected in
fiscal year 2023.
Customers, page 221
21. We note your disclosure regarding the benefits of your solutions to
the management teams
of companies acquired by Nuvini S.A. Please revise your disclosure to
describe the
company s end customer base and disclose the number of customers for
the periods
presented.
Nuvini S.A. Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Significant Factors Affecting Nuvini S.A.'s Results of Operations, page 231
22. We note your reference to customer count and high customer retention
rates on page 213.
We further note that your business is guided by a land and expand
strategy. Please tell us
what key performance indicators management uses to monitor your
ability to grow and
Pierre Schurmann
FirstName
Nvni GroupLastNamePierre Schurmann
Ltd
Comapany
April NameNvni Group Ltd
24, 2023
April 524, 2023 Page 5
Page
FirstName LastName
retain your customer base and revise to include a quantified
discussion of such measures.
We refer you to SEC Release 33-10751.
Non-GAAP Financial Measures, page 241
23. Please revise the title of this section to refer to Non-IFRS measures.
Also revise
elsewhere in this prospectus to ensure references are made to non-IFRS
measures, not
non-GAAP measures, where appropriate.
24. You state that neither EBITDA nor Adjusted EBITDA should not be
considered as a
measure of financial performance under IFRS. As written, this
statement appears to
indicate that EBITDA and Adjusted EBITDA are measures of financial
performance
under IFRS. Please explain or revise.
25. You also disclose that Adjusted EBITDA provides further insight into
Nuvini S.A. s
operating cash flow with the addition of adjustments that are
typically one-time non-cash
expenses. Please explain the purpose of this disclosure. If you
believe adjusted EBITDA
is a liquidity measure, revise to reconcile it to net cash used in
operating activities, the
most comparable IFRS liquidity measure. If not, revise this discussion
to further explain
or consider removing the reference to operating cash flows.
Going Concern, Liquidity and Capital Resources, page 242
26. You disclose that you cannot be certain when or if your operations
will generate sufficient
cash to fully fund your ongoing operations or the growth of the
business. Please revise to
state whether as of the most recent balance sheet date, your existing
cash will be sufficient
to fund your operations for the next 12 months. To the extent it will
not, disclose how
long you will be able to continue to fund your operations using
current available cash
resources. Refer to Item 5.B of Form 20-F.
Nuvini S.A. Explanatory Notes to Consolidated Financial Statements for the
Years Ended
December 31, 2021
Note 6. Business Combinations, page F-52
27. Please revise to disclose fixed deferred consideration for each
acquisition separately from
the contingent consideration. Refer to paragraph B65(f) of IFRS 3.
Also, disclose in
quantified terms the amount of deferred consideration that will be
paid in cash versus
the amount that will be paid Nuvini Holdings Limited or New Nuvini
ordinary shares and
the due dates of each for each acquisition. Provide a similar
discussion as it relates to the
contingent consideration for each acquisition. Refer to B67(b) of IFRS
3.
Note 26. Subsequent Events, page F-77
28. Please revise to disclose whether the Business Combination will be
liquidity event under
the separate agreement entered into with the Initial Investors,
disclosed on page F-67, such
that the Exposure Premium will be paid. Similarly, disclose whether
the Business
Pierre Schurmann
Nvni Group Ltd
April 24, 2023
Page 6
Combination will be considered a Contribution Event for the subscription
rights,
described on page F-69, such that those rights may be exercised by the
holders. Refer to
IAS 10 paragraph 21.
General
29. We understand that BofA Securities, the lead underwriter in your SPAC
IPO, waived the
deferred underwriting commissions that would otherwise be due to it upon
the closing of
the business combination. Please disclose how this waiver was obtained,
why the waiver
was agreed to, and clarify the SPAC s current relationship with BofA.
30. Please describe what relationship existed between BofA Securities and
Mercato Partners
Acquisition Corporation after the close of the IPO, including any
financial or merger-
related advisory services conducted by BofA. For example, clarify whether
BofA had any
role in the identification or evaluation of business combination targets.
31. With a view toward disclosure, please tell us whether your sponsor is, is
controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may not
be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as the
Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
as a result, the pool of potential targets with which you could complete
an initial business
combination may be limited. Further, disclose that the time necessary for
government
review of the transaction or a decision to prohibit the transaction could
prevent you from
completing an initial business combination and require you to liquidate.
Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Austin
Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.
Sincerely,
FirstName LastNamePierre Schurmann
Division of
Corporation Finance
Comapany NameNvni Group Ltd
Office of
Technology
April 24, 2023 Page 6
cc: Edward S. Best
FirstName LastName