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 providing back-office support and strategic guidance.

• Core strategy includes organic growth, cross-selling, and ongoing M&A, with a robust pipeline of 32 engaged targets as of June 2024.

• Portfolio includes seven acquired companies across SaaS verticals, with Effecti, Ipe, and Mercos as key revenue contributors.

Financial performance and metrics

• For the year ended December 31, 2023: net operating revenue R$168.9M (36% YoY growth), net loss R$247.9M, working capital deficit R$308.6M, and shareholders' deficit R$57.9M.

• 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, and shareholders' deficit R$76.8M.

• Adjusted EBITDA for 2023 was R$44.2M, and for H1 2024 was R$26.5M.

• Recurring revenue comprised 91.1% of total revenue in H1 2024, with 97.3% monthly client renewal rate.

• As of June 30, 2024, cash and cash equivalents were R$13.2M; current debt obligations totaled R$59.1M.

Use of proceeds and capital allocation

• Proceeds from warrant exercises (if fully exercised): up to US$12M (Series A), US$1.4K (Series B), and US$3.6M (Placement Agent Warrants); funds to be used for general corporate purposes and working capital.

• Ongoing capital needs for M&A, working capital, and debt service; company has relied on equity, loans, and deferred acquisition payments.

• Deferred and contingent consideration on acquisitions as of June 30, 2024: R$254.4M, with payment extensions and partial equity settlements negotiated.