United States securities and exchange commission logo
July 25, 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
Amendment No. 1 to
Registration Statement on Form F-4
Filed July 11, 2023
File No. 333-272688
Dear Pierre Schurmann:
We have reviewed your amended 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 June
29, 2023 letter.
Amendment No. 1 to Registration Statement Filed on Form F-4
Summary of the Proxy Statement/Prospectus
New Nuvini Earnout Shares, page 26
1. We note in response to
prior comment 3 you removed disclosures indicating that in the
event any New Nuvini
Earnout Shares reserved for issuance pursuant to the terms of the
Business Combination
Agreement are not ultimately issued pursuant to the Earnout
Agreements to the
persons indicated in such agreements, then such New Nuvini Earnout
Shares will be issued
instead to the Nuvini Shareholders in accordance with the Business
Combination Agreement.
You now state that there are no circumstances under which
Nuvini Earnout Shares
will be issued to persons other than those designated in the Nuvini
Earnout Agreements.
Please tell us how your revised disclosures support the terms in
Pierre Schurmann
FirstName
Nvni GroupLastNamePierre Schurmann
Ltd
Comapany
July NameNvni Group Ltd
25, 2023
July 25,
Page 2 2023 Page 2
FirstName LastName
Section 3.2(g) of the Business Combination Agreement, which appear to
indicate that
there are circumstances in which such shares will be issued to the
company's
shareholders. As previously requested, explain the circumstances in
which such shares
will be issued to company shareholders instead of those designated in
the Earnout
Agreements and why shares may ultimately be issued to Nuvini
Shareholders as part of
the Transaction Consideration referred to in the Business Combination
Agreement.
2. It remains unclear how the information provided here and on page 143
regarding New
Nuvini Earnout Shares and other deferred and contingent consideration
agrees to your
financial statement footnote disclosures beginning on page F-78.
Please provide us with a
reconciliation of these disclosures in your response and revise any
inconsistencies as
necessary.
Summary of Unaudited Pro Forma Condensed Combined Financial Information, page
44
3. Please revise to disclose the number of shares issued and outstanding
under the minimum
cash redemption scenario in the pro forma balance sheet information
both here and on
page 209.
Risk Factors
Financial, Tax and Accounting-Related Risks
Nuvini S.A. had identified material weaknesses in internal control over
financial reporting. ,
page 87
4. We note your revised disclosures in response to prior comment 4.
Please further revise
this risk factor header to state, as you have on page 268, that Nuvini
S.A has identified
material weaknesses in its internal control over financial reporting
"and information
technology general controls and, as a result restated its previous
period's financial
statements."
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 205
5. We note from your revised disclosures in response to comment 9 that if
the Minimum
Cash Condition is not satisfied and such condition is not waived by
Nuvini, the Business
Combination will not be completed. Please tell us whether Nuvini has
any intent to waive
the minimum cash condition and if so, revise to clarify how such
waiver might impact the
pro forma financial information provided.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Earnings (loss) per share, page 215
6. Please explain why subscription rights and contingent consideration to
be settled in equity
are excluded from the pro forma weighted average shares outstanding as
indicate in note
(4). In your response, tell us the number of shares to be issued for
each and the impact on
pro forma net loss per share.
Pierre Schurmann
FirstName
Nvni GroupLastNamePierre Schurmann
Ltd
Comapany
July NameNvni Group Ltd
25, 2023
July 25,
Page 3 2023 Page 3
FirstName LastName
Nuvini S.A. Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Key Performance Indicators, page 241
7. Please explain why you do not use the IFRS measure of net operating
revenue in your
ARPU calculations and specifically address how you considered whether
"gross revenue"
used in such calculations represents a tailored accounting principal.
Refer to Question
100.04 of the non-GAAP C&DIs.
8. We note that the number of "users," which is used in your calculation
of ARPU is the
same as the number of "customers" as disclosed on page 232. We further
note that you
define a user as a "client" of Nuvini Group. To the extent client,
customer and user are
the same, please revise to use a consistent reference throughout the
filing to avoid any
confusion. Alternatively, revise to clearly define what each is
intended to represent.
Results of Operations, page 250
9. We note your response to prior comment 20. Please address the
following:
You state that the increase in total net operating revenue is
"primarily" attributable to
growth from Nuvini Acquired Companies. You also attribute the
growth to an
increased customer base, which appears to be referring to organic
revenue growth.
Please avoid using vague terms such as "primarily" and revise to
include a quantified
breakdown of revenue growth due to acquisitions versus organic
growth. We refer
you to slide 39 of the April 2023 Investor Presentation filed by
Mercato Partners
Acquisition on April 10, 2023.
You discuss the impact of the Mercos acquisition on SaaS platform
subscription
services, however, this transaction accounted for only R$9.0
million of the R$33.7
million increase. Revise to clarify whether other acquisitions
impacted this revenue
stream, and if so, include a quantified discussion of such impact
Also, similar to the
previous bullet point, revise to provide a breakdown of revenue
growth due to
acquisitions versus organic growth.
So that we may better assess your results of operations
discussion, in your response
please provide us with a breakdown of revenue for each of the
companies acquired
since fiscal 2020 for each period for which financial statements
are provided. In this
regard, based on the diversification of 2023 estimated revenues
included in the above
named Investor Presentation, this information appears to be
available.
Similar revisions should be made to your various expense
discussions to more clearly
explain the increase in such line items versus attributing such
change "primarily to"
the Nuvini Acquired Companies.
Going Concern, Liquidity and Capital Resources, page 254
10. We note that some of the deferred and contingent cash payments for
several of the Nuvini
Acquired Companies were due by June 30 or will become due on July 31,
2023. Please
tell us the current status of such payments. To the extent the
payments have not been
Pierre Schurmann
Nvni Group Ltd
July 25, 2023
Page 4
made and the terms of the merger agreements were not amended, tell us
whether you have
secured any additional financing as indicated in response to prior
comment 21 or how you
intend to make such payments. In addition, please update your disclosures
where you
indicate that as of December 31, 2022, Nuvini S.A.'s cash and continued
operations are
sufficient to finance the next six months of its consolidated operations
(i.e. through June
30, 2023).
Non-IFRS Financial Measures
Adjusted Free Cash Flow, page 254
11. As previously requested in prior comment 17, revise to disclose net cash
from (used in)
operating activities with greater prominence to adjusted free cash flow.
Refer to Question
102.10 of the non-GAAP C&DIs and Item 10(e)(1)(i)(A) of Regulation S-K.
Also, please
change your reference to free cash flow on page 3 to adjusted free cash
flow to be
consistent with your disclosures elsewhere throughout the filing.
Notes to Consolidated Financial Statements for the Years ended December 31,
2022 and 2021
Note 20. Net operating revenue, page F-102
12. Please tell us what "gross operating revenue" in your summary of net
operating revenue
represents. Specifically address whether this is a non-IFRS measure of
revenue and if so,
how you determined such reference is appropriate in your financial
statement footnotes.
Refer to Item 10(e)(1)(ii)(C) of Regulation S-K. To the extent this does
not represent a
measure of revenue, please explain and revise the description of this
line item accordingly.
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
July 25, 2023 Page 4
cc: Edward S. Best
FirstName LastName