United States securities and exchange commission logo
June 29, 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
Registration
Statement on Form F-4
Filed June 16, 2023
File No. 333-272688
Dear Pierre Schurmann:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
24, 2023 letter.
Registration Statement Filed on Form F-4
Frequently Used Terms, page i
1. You define Exchange
Ratio as the quotient obtained by dividing (a) the Per Share
Company Value by (b)
$10.00. However, this appears to define the calculation to
determine the number of
shares to be issued to former Nuvini Shareholders and not the
ratio used to exchange
Nuvini Ordinary Shares held at the time of the Contribution to New
Nuvini Ordinary shares.
Please explain and revise as necessary.
Pierre Schurmann
FirstName
Nvni GroupLastNamePierre Schurmann
Ltd
Comapany
June NameNvni Group Ltd
29, 2023
June 29,
Page 2 2023 Page 2
FirstName LastName
Summary of the Proxy Statement/Prospectus
Nuvini and Nuvini S.A., page 22
2. Please revise your discussion here regarding Nuvini S.A. s various
acquisitions to include
the date of each acquisition as previously disclosed.
New Nuvini Earnout Shares, page 26
3. We note your revised disclosures in response to prior comment 4.
Please address the
following:
Revise the first paragraph to clarify that the Earnout Agreements
and Earnout Shares
all relate to acquisitions made by Nuvini S.A.
Describe the circumstances under which Earnout Shares would not be
paid to the
persons designated in the Earnout Agreements.
Explain why such shares would ultimately be issued to Nuvini
Shareholders as part of
the Transaction Consideration referred to the Business
Combination Agreement.
Ensure that the detailed information, such as dates and amounts
owed, provided here
and on page 143, is consistent with the disclosures on page F-78.
Summary Historical Consolidated Financial Information of Nuvini, page 41
4. Revise to remove the disclosures here regarding the restatement of the
financial
statements as of and for the year ended December 31, 2021 as you no
longer label those
financial statements as restated. Instead, revise to include a
discussion of the various
errors in your risk factor disclosures on page 88 where you discuss
NVNI s material
weaknesses in internal control over financial reporting.
Summary Unaudited Pro forma Condensed Combined Financial Information, page 44
5. Please revise your description of the Minimum Cash Redemption Scenario
on page 45 to
clarify that if the Minimum Cash Condition is not satisfied and such
condition is not
waived by Nuvini, the Business Combination will not be completed and
the shares of
Mercato Class A Common Stock submitted for redemption in connection
with the
Business Combination will not be redeemed, consistent with the
disclosure at the bottom
of that page.
Risk Factors
In the event that a significant number of shares of Mercato Class A Common
Stock are redeemed
.. . ., page 92
6. We note your response to our prior comment 8 and reissue the comment
in part. Please
discuss the downward pressure potential sales of securities following
additional capital
raising transactions may have on the trading price of the combined
entity.
Pierre Schurmann
FirstName
Nvni GroupLastNamePierre Schurmann
Ltd
Comapany
June NameNvni Group Ltd
29, 2023
June 29,
Page 3 2023 Page 3
FirstName LastName
Certain unaudited financial information, page 157
7. We note your response to our prior comment 12 and reissue the comment.
Please revise to
include the full projections presented to the board, rather than the
summary provided.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 202
8. Please revise to remove the second paragraph regarding the unaudited
pro forma
condensed statements of income for the year ended December 31, 2022,
as it is already
disclosed in your basis of presentation discussion on page 203. To the
extent you want to
include this disclosure in the introduction, revise to ensure you also
address the unaudited
pro forma condensed combined statement of financial position.
Basis of Pro Forma Presentation, page 204
9. Please tell us and revise to disclose your intent to waive the minimum
cash requirement, if
necessary. Irrespective of the disclosures provided on page 30 in
response to prior
comment 5, to the extent you do not intend to waive such requirement,
tell us why you
believe it is appropriate to reflect redemption scenarios beyond the
minimum cash
redemption scenario level. If you intend to waive such requirement,
revise to indicate as
such. In addition, tell us why you believe it is appropriate to
reflect redemption scenarios
that result in negative cash (e.g. 75% and maximum redemption
scenarios) if you will not
have the cash to pay for such redemptions or revise your disclosures
to explain how you
intend to fund these redemptions. To the extent you plan to fund the
redemptions with
additional financing you have yet to obtain, tell us your
consideration to remove these two
columns from the presentation and instead, describe the impact of
these scenarios in the
notes to the pro forma financial statements, including how you intend
to pay for such
redemptions and what would happen if you were unable to obtain such
funding.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 210
10. You refer to two additional draws on the working capital loan
subsequent to December 31,
2022. However, it appears that you have only reflected the R$524,400
draw on March 21,
2023 in pro forma adjustment (b) but not the draw for R$440,470 on
March 10, 2023.
Please explain or revise.
11. We note your response to prior comment 15 where you referred to the
revised section on
pages 210 to 217; however, it is not clear where you discuss the
Extension Promissory
Instrument. As previously requested, 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.
12. Please tell us and revise to clarify what the references to "(1)" and
"(2)" in the liability to
equity reclassification line item in the Reconciliation of Class A and
Class B pro forma
Pierre Schurmann
FirstName
Nvni GroupLastNamePierre Schurmann
Ltd
Comapany
June NameNvni Group Ltd
29, 2023
June 29,
Page 4 2023 Page 4
FirstName LastName
shares represent.
Growth Strategy, page 228
13. Based on your disclosure, it appears you consider a company to be in
your currently
engaged pipeline if you have conducted an initial analysis. Please
explain the basis for
your statement that you could enter into non-binding letters of intent
with any of
the currently engaged companies at any time and clarify whether any of
these companies
have engaged in discussion regarding an M&A transaction with the
company.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators, page 241
14. We note your revised disclosures in response to prior comment 22,
which indicate that
you utilize ARPU as a measure of consolidated performance. Please
further revise to
explain how ARPU is calculated and disclose the amount for each period
presented.
15. We note from your disclosures on page 54 that your SaaS solutions
typically have
monthly terms, which renew automatically. Please explain, and revise
to disclose, your
basis for assuming monthly subscriptions will renew. In this regard,
tell us and disclose
the renewal rates for your monthly subscriptions for each period
presented to support your
assumptions. To the extent your measure of Recurrence % is a measure
of renewal or
retention, revise to indicate as such. Also, disclose what this
measure represents and how
it is calculated.
16. You disclose the number of clients for each period presented on page
231. Please revise
your disclosures here to incorporate that information, and explain the
difference, if any, in
clients, customers and users.
Non-IFRS measures Key Performance Indicators, page 243
17. Please revise to move these disclosures to follow the Results of
Operations discussion,
incorporating them with the disclosures beginning on page 253, such
that the most directly
comparable IFRS measures are presented with equal or greater
prominence to the
respective non-IFRS measures. Further, ensure net cash from (used in)
operating activities
is presented with equal or greater prominence to Free Cash Flow. Refer
to Question
102.10(a) of the non-GAAP C&DIs and Item 10(e)(1)(i)(A) of Regulation
S-K.
18. Please change the title of your Free Cash Flow measure to Adjusted
Free Cash Flow since
the measure includes adjustments other than capital expenditures.
Further, revise the
reconciliation to reflect the business acquisitions adjustment as a
separate line item and
explain further what this measure, as adjusted for businesses
acquisitions, is intending to
convey. Also, revise to remove the reference to free cash flow as a
performance measure
as you reconcile this measure to the most directly comparable IFRS
measure of operating
cash flows. Refer to Question 102.07 of the C&DIs.
19. You disclose a limitation of the Free Cash Flow measure is that it
does not include cash
Pierre Schurmann
FirstName
Nvni GroupLastNamePierre Schurmann
Ltd
Comapany
June NameNvni Group Ltd
29, 2023
June 29,
Page 5 2023 Page 5
FirstName LastName
outflows for investing cash flow activity. Since the adjustments in
the periods presented
equal the cash out flows for investing activities, please revise this
disclosure to further
explain this limitation.
Comparison of Fiscal Years Ended December 31, 2022 and 2021, page 250
20. Please revise your disclosures for each line item discussed and
include the quantified
impact of including a full year of operations from the Nuvini Acquired
Companies in
2022 compared to a partial year in 2021 to the year over year change,
and revise your
explanations accordingly. Also, provide us with a breakdown of revenue
from each of the
companies acquired since fiscal 2020 for each period presented and
revise to include such
information along with an explanation of any material changes or
trends from period to
period, whether positive or negative. In this regard, we note that
each of the acquired
companies has a decentralized management structure and retains their
own sales and
marketing teams backed by Nuvini S.A.'s infrastructure.
Going Concern, Liquidity and Capital Resources, page 254
21. Please revise your disclosures on page 255 to state the total
estimated seller payments
recorded by Nuvini S.A. as of December 31, 2022. Also, revise to
clarify how the various
acquisition will be impacted if you are unable to meet your
obligations under the Earnout
Agreements with the sellers or are unable to extend or revise such
terms as you have done
in the past.
Notes to Consolidated Financial Statements for the Years ended December 31,
2022 and 2021
Note 5. Business combinations, page F-75
22. We note your revised disclosures on page F-78 in response to prior
comment 27. Please
further revise to clarify the following:
the amount of the third installment for Effecti payable in shares;
whether each of the three installments for Onclick are to be made
in cash or shares, as
the current reference is made to both; and
whether each of the three installments for Ipe are to be made in
cash or shares.
Note 19. Share-based compensation plan, page F-101
23. You disclose here that upon completion of an IPO, all unvested shares
will be subject to a
50% acceleration. Please revise here, or as a subsequent event, to
clarify that upon
consummation of the business combination 50% of the unvested awards
granted under the
historical stock option plan to employees automatically vest, with the
remainder being
forfeited, consistent with adjustment (k) on page 212.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Pierre Schurmann
Nvni Group Ltd
June 29, 2023
Page 6
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
June 29, 2023 Page 6
cc: Edward S. Best
FirstName LastName