Nvni Group (NVNI) Registration Filing summary

Company overview and business model

• Operates as a holding company acquiring and managing B2B SaaS businesses in Brazil and Latin America, focusing on companies with recurring revenue, positive cash generation, and growth potential.

• Employs a decentralized management structure, allowing acquired companies to operate independently while leveraging shared back-office support and governance.

• Portfolio includes Effecti, Leadlovers, Ipe, Datahub, Onclick, Mercos, and Smart NX, each providing specialized SaaS solutions for various industries.

• Growth strategy centers on both organic expansion and a robust M&A pipeline, with 92 targets and 32 engaged companies as of June 2024.

• Revenue is primarily generated from SaaS subscriptions, with additional income from data analytics, setup, and professional services.

Financial performance and metrics

• For the year ended December 31, 2023: net operating revenue R$168.9M (36% YoY growth), gross profit R$102.8M, net loss R$247.9M, and working capital deficit R$308.6M.

• For the six months ended June 30, 2024: net operating revenue R$92.2M (13% YoY growth), net loss R$33.2M, working capital deficit R$351.1M.

• Adjusted EBITDA for 2023 was R$44.2M, with EBITDA at -R$170.5M due to significant non-cash listing and transaction expenses.

• Cash and cash equivalents as of June 30, 2024: R$13.2M; total liabilities R$501.5M; shareholders' deficit R$76.8M.

• Deferred and contingent consideration on acquisitions totaled R$254.4M as of June 30, 2024.

Use of proceeds and capital allocation

• Proceeds from warrant exercises could total up to US$12M (Series A), US$1.4K (Series B), and US$1.8M (Placement Agent), but only if exercised for cash; most shares may be issued via cashless exercise, yielding no proceeds.

• Net proceeds from recent private placements and convertible notes are allocated to general corporate purposes and working capital.

• Acquisition payments are structured with significant deferred and contingent consideration, often renegotiated to preserve liquidity.