Filing Details
- Accession Number:
- 0001213900-25-046021
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-19 20:00:00
- Filed By:
- Pierre Schurmann
- Company:
- Nvni Group Ltd
- Filing Date:
- 2025-05-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Pierre Schurmann | 13,216,737 | 0 | 13,216,737 | 0 | 13,216,737 | 14.3255% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Nvni Group Limited (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G50716102 (CUSIP Number) |
Pierre Schurmann c/o Nvni Group Limited, P.O. Box 10008, Willow House, Cricket Sq Grand Cayman, E9, KY1-1001 55 11 5642-3370 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2025 (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
|
| CUSIP No. | G50716102 |
| 1 |
Name of reporting person
Pierre Schurmann | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,216,737.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.3255 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. 1,010,326 shares of Nvni Group Limited's (the "Issuer") ordinary shares, par value
$0.00001 per share ("Ordinary Shares") are held directly by Labsyl Ltd., a British Virgin Islands limited liability company ("Labsyl"). Pursuant to the Labsyl Power of Attorney (described in Item 6 below), Pierre Schurmann (the "Reporting Person") is the sole power-of-attorney with sole voting power with respect to such shares.
2. 183,181 Ordinary Shares are held directly by Coppi International Ltd., a British Virgin Islands limited liability company ("Coppi"). Pursuant to the Coppi Power of Attorney (described in Item 6 below), the Reporting Person is the sole power-of-attorney with sole voting power with respect to such shares.
3. 145,486 Ordinary Shares are held directly by Rodrigo Natale. Pursuant to the Natale Power of Attorney (described in Item 6 below), the Reporting Person is the sole power-of- attorney with sole voting power with respect to such shares.
4. 13,136,737 Ordinary Shares are held directly by Heru Investment Holdings Ltd., a British Virgin Islands limited liability company ("Heru"), Heru is controlled indirectly by Pierre Schurmann, the Reporting Person.
5. The percentage set forth in row (13) is based on the Issuer's 92,260,000 Ordinary Shares outstanding on May 20, 2025, based on the 34,553,071 Ordinary Shares outstanding as disclosed in the Issuer's Annual Company Report on Form 20-F filed with the Securities and Exchange Commission ("SEC") on April 30, 2025, the additional 662,941 Ordinary Shares issued and outstanding as disclosed in the Issuer's Form 6-K filed with the SEC on January 11, 2024, the additional 226,470 Ordinary Shares issued and outstanding as disclosed in the Issuer's Form 6-K filed with the SEC on February 20, 2024, the 3,680,982 Ordinary Shares issued and outstanding as disclosed in the Issuer's Form 6-K filed with the SEC on December 31, 2024
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary 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 2. | Identity and Background |
| (a) | Pierre Schurmann |
| (b) | P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, Cayman Islands KY1-1001. |
| (c) | The Reporting Person is the Chief Executive Officer and Chair of the board of directors 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 May 15, 2025, Pierre Schurmann, the Chief Executive Officer of the Issuer, acquired 80,000 shares of the Issuer's Ordinary Shares, par value $0.00001 per share, at a purchase price of $0.44 per share. The total purchase price was funded using the personal funds of the Reporting Person. | |
| Item 4. | Purpose of Transaction |
The Reporting Person intends to acquire 80,000 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 Reporting person beneficially owns 13,216,737 shares of Ordinary Shares of the Issuer, which represents 14.3255% of the Issuer's Ordinary Shares, based on 92,260,000 outstanding Ordinary Shares as of May 20, 2025. |
| (b) | The Reporting Person beneficially owns 13,216,737 shares of the Issuer's Ordinary Shares and exercises voting and dispositive control over such Ordinary Shares. |
| (c) | On May 15, 2025, Pierre Schurmann, the Chief Executive Officer of the Issuer, acquired 80,000 shares of the Issuer's Ordinary Shares, par value $0.00001 per share, at a purchase price of $0.44 per share. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as set forth elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer. |
| 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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