Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Nvni Group Limited (Name of Issuer) |
Class FF Shares (Title of Class of Securities) |
G50716102 (CUSIP Number) |
Luiz Busnello c/o Nvni Group Limited, P.O. Box 10008, Willow House, Cricket Sq Grand Cayman, E9, KY1-1001 55-11-98202-2121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G50716102 |
| 1 |
Name of reporting person
Luiz Busnello | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BRAZIL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
150,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Represents 900,192 shares of Nvni Group Limited's (the "Issuer") ordinary shares, par value $0.00001 per share ("Ordinary Shares") underlying options granted to Luis Busnello (the "Reporting Person") under the Nuvini S.A. Stock Option Plan.(2) Represents 1,010,326 Ordinary Shares for which Labsyl Ltd. ("Labsyl") is the record holder. The Reporting Person is the controlling member of Labsyl with the power to vote and dispose of such Ordinary Shares, subject to the irrevocable power of attorney and proxy relating to the 1,010,326 Ordinary Shares owned by Labsyl, dated September 28, 2023 (the "Labsyl Power of Attorney") in favor of Pierre Schurmann, the Chief Executive Officer and Chairman of the board of directors (the "Board") of the Issuer. Pursuant to the Labsyl Power of Attorney, Labsyl irrevocably designated, constituted and appointed Mr. Schurmann as its proxy and duly authorized attorney-in-fact to vote such Ordinary Shares.(3) The percentage set forth in row (13) is based on the Issuer's 92,257,843 Ordinary Shares outstanding on March 31, 2025, as disclosed in the Issuer's Shell Company Report on Form 20-F filed with the Securities and Exchange Commission ("SEC") on December 26, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class FF Shares | |
| (b) | Name of Issuer:
Nvni Group Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
P.O. Box 10008, Willow House, Cricket Sq, Grand Cayman,
CAYMAN ISLANDS
, KY1-1001. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the initial Schedule 13D (the "Initial Schedule 13D") filed by the Reporting Person with the SEC on October 10, 2023). The Initial Schedule 13D, as amended by this Amendment No. 1 (the "Schedule 13D"), relates to the Class FF Shares of the Issuer. The Issuer's principal executive office is located at P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, Cayman Islands KY1-1001, and its phone number is (+55 11) 5642-3370. Except as otherwise specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Initial Schedule 13D. Any capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Initial Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Luiz Busnello | |
| (b) | P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, Cayman Islands KY1-1001. | |
| (c) | The Reporting Person is the Chief Financial Officer and a member of the Board of the Issuer. | |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a Brazilian citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On March 27, 2025, the Issuer issued a total of 500,000 Class FF shares, par value US$0.00001 per share, with each class FF share having one thousand votes. Luiz Busnello, Chief Financial Officer of the Company and the reporting person, was issued 150,000 Class FF Shares for a total subscription price of US$1.50. Sources of funds used are the personal funds of the reporting person. | ||
| Item 4. | Purpose of Transaction | |
The reporting person intends to acquire 150,000 Class FF Shares of the Issuer in order to increase his voting power. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D, the total number of Ordinary Shares the Reporting Person beneficially owns represents such percentage as set forth on the cover page to this Schedule 13D of the Ordinary Shares outstanding. The percentage used in this Schedule 13D is calculated based on 92,257,843 Ordinary Shares outstanding as of March 31, 2025. | |
| (b) | 1,160,326 | |
| (c) | On March 27, 2025, the Issuer issued of a total of 500,000 Class FF shares, par value US$0.00001 per share, with each class FF share having one thousand votes. Luiz Busnello, Chief Financial Officer of the Company and the reporting person, was issued 150,000 Class FF Shares for a total subscription price of US$1.50. Sources of funds used are the personal funds of the reporting person. | |
| (d) | N/A | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial Schedule 13D is hereby amended and restated as follows:The information set forth in Item 4 is incorporated by reference in its entirety into this Item 6.Subscription AgreementThe Issuer and the Reporting Person entered into a Subscription Agreement, dated [DATE] pursuant to which, among others, on the Closing Date, the Reporting Person received 150,000 Class FF company shares for a subscription price of $1.50.Business Combination AgreementThe Issuer, Nuvini, Merger Sub and Mercato entered into (i) on February 26, 2023, the Original BCA, pursuant to which, among others, on the Closing Date, the Business Combination took place and Heru received 13,136,737 Ordinary Shares in exchange for all of its shares of Nuvini; and (ii) on September 28, 2023, the BCA Amendment.Copies of the Original BCA and the BCA Amendment are filed hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference in their entirety into this Item 6.Lock-up AgreementThe Issuer and Heru entered into a Lock-up Agreement, dated September 29, 2023 (the "Lock-up Agreement"), providing that Heru will not, subject to certain exceptions (including the payment of taxes arising from the Business Combination), transfer any Lock-up Shares (as defined in the Lock-Up Agreement) during the period commencing from the Closing Date until one year after such date. A copy of the Lock-Up Agreement is filed as Exhibit 99.3 hereto and is incorporated by reference in its entirety into this Item 6.Registration Rights AgreementThe Issuer and Heru entered into a Registration Rights Agreement, dated September 29, 2023 (the "Registration Rights Agreement"), with respect to certain Registrable Securities (as defined in the Registration Rights Agreement) held by certain Holders (as defined in the Registration Rights Agreement and including Heru and Labsyl Ltd.), pursuant to which the Issuer agreed to file a shelf registration statement registering the resale of all of the Registrable Securities of the Holders no later than 30 calendar days following the Closing Date. The Issuer also agreed to provide customary "piggyback" registration rights, subject to certain requirements and customary conditions. A copy of the Registration Rights Agreement is filed as Exhibit 99.4 hereto and is incorporated by reference in its entirety into this Item 6.Labsyl Power of AttorneyLabsyl Ltd., a British Virgin Islands limited liability company, issued an irrevocable power of attorney and proxy, dated September 28, 2023, relating to 1,010,326 Ordinary Shares owned by Labsyl Ltd. (the "Labsyl Power of Attorney") in favor of the Reporting Person, pursuant to which Labsyl Ltd. irrevocably designated, constituted and appointed the Reporting Person as its proxy and duly authorized attorney-in-fact with the power to attend and vote at any meetings of the members of the Issuer. A copy of the Labsyl Power of Attorney is filed as Exhibit 99.5 hereto and is incorporated by reference in its entirety into this Item 6.Coppi Power of AttorneyCoppi International Ltd., a British Virgin Islands limited liability company, issued an irrevocable power of attorney and proxy, dated December 26, 2023, relating to 183,181 Ordinary Shares owned by Coppi International Ltd. (the "Coppi Power of Attorney") in favor of the Reporting Person, pursuant to which Coppi International Ltd. irrevocably designated, constituted and appointed the Reporting Person as its proxy and duly authorized attorney-in-fact with the power to attend and vote at any meetings of the members of the Issuer. A copy of the Coppi Power of Attorney is filed as Exhibit 99.6 hereto and is incorporated by reference in its entirety into this Item 6.Natale Power of AttorneyRodrigo Natale, issued an irrevocable power of attorney and proxy, dated February 19, 2024, relating to 145,486 Ordinary Shares owned by Mr. Natale (the "Natale Power of Attorney") in favor of the Reporting Person, pursuant to which Mr. Natale irrevocably designated, constituted and appointed the Reporting Person as its proxy and duly authorized attorney-in-fact with the power to attend and vote at any meetings of the members of the Issuer. A copy of the Natale Power of Attorney is filed as Exhibit 99.7 hereto and is incorporated by reference in its entirety into this Item 6.*****The foregoing descriptions of the Business Combination Agreement, Lock-up Agreement, Registration Rights Agreement, Labsyl Power of Attorney, Coppi Power of Attorney and Natale Power of Attorney do not purport to be complete and are qualified in their entirety by reference to the text of such agreements, copies of which are included as exhibits to this Schedule 13D and are incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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