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CORRESP
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CORRESP

 P.O. Box 10008, Willow House, Cricket Square

Grand Cayman, Cayman Islands KY1-1001

June 15, 2023

 VIA EDGAR

Ms. Melissa Kindelan

 Ms. Kathleen Collins

Mr. Austin Pattan

 Mr. Jeff Kauten

Division of Corporation Finance

 Office of Trade &
Services

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Nvni Group Limited

 Draft Registration Statement on Form F-4

 Confidentially Submitted March 24, 2023

 CIK No. 0001965143

Ladies and Gentlemen:

 Thank you for your
letter dated April 24, 2023, addressed to the undersigned, Pierre Schurmann, Chief Executive Officer of Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), setting
forth comments of the staff of the Division of Corporation Finance (the “Staff”) on the Company’s registration statement on Form F-4 confidentially submitted with the U.S. Securities and
Exchange Commission (the “Commission”) on March 24, 2023 (the “Draft Registration Statement”).

 We
appreciate the effort that went into the Staff’s comments and have carefully considered the Staff’s comments on the Draft Registration Statement. Our responses to the Staff’s comments as well as certain other updated information are
set forth below. To facilitate the Staff’s review, we have keyed our responses on the headings1 and numbered comments used in the Staff’s comment letter, which we have reproduced in bold
face text. Our responses follow the comments. Where our response is contained in the amendment to the Draft Registration Statement (“Filed Registration Statement”) which is filed with this letter, we have so indicated and, where
appropriate, provided a section reference.

 Defined terms used, but not otherwise defined, herein have the meanings ascribed to such terms
in the Filed Registration Statement.

 *    *    *    *    *

1
 The page number mentioned in the heading refers to the page number of the Draft Registration Statement and the
page number mentioned in the response refers to the page number of the Filed Registration Statement.

 Cover Page

1.
 Please revise your discussion of the balance in the Trust Account as of the record date to also disclose the
number of shares redeemed to date and the number available for redemption. Similar revisions should be made elsewhere throughout the filing where you discuss Mercato’s current public shares outstanding to clarify that such amounts are net of
18,699,637 shares of Mercato Class A Common Stock (or approximately 81% of the Public Shares) that were redeemed on February 3, 2023 in connection with the extension meeting.

Response: In response to the Staff’s comment and after consultation with Mercato, the Company has revised the sections in the Filed Registration
Statement titled “Notice of Special Meeting of Stockholders of Mercato Partners Acquisition Corporation,” “Questions and Answers About the Business Combination and the Special Meeting – How many votes do I have at the
special meeting? ” on page 11, “Summary of the Proxy Statement/Prospectus – Voting Power; Record Date” on page 32 and “The Special Meeting of Mercato Stockholders” on page 134.

2.
 Please revise to disclose that you expect to be “controlled company” under the marketplace rules
of the Nasdaq Stock Market following the business combination. Identify the majority shareholder(s) and state its ownership percentage.

Response: In response to the Staff’s comment, the Company has revised the “Notice of Special Meeting of Stockholders of Mercato Partners
Acquisition Corporation” in the Filed Registration Statement.

3.
 We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement.

 Response: In response to the Staff’s comment and after consultation with
Mercato, the Company has revised the sections in the Filed Registration Statement titled “Notice of Special Meeting of Stockholders of Mercato Partners Acquisition Corporation,” “Questions and Answers About the Business
Combination and the Special Meeting – Can the Sponsor redeem its Founder Shares in connection with the Closing of the Business Combination?” on page 15.

Summary of the Proxy Statement/Prospectus

New Nuvini Earnout Shares, page 25

4.
 Please revise to explain further the terms of the Nuvini Earnout Agreements and describe the earnout events
that must be satisfied in order for the Nuvini Earnout Shares to be issued. Also, clarify what person or persons will be receiving the Earnout Shares, assuming the earnout conditions are met.

Response: In response to the Staff’s comment, the Company has revised the sections in the Filed Registration Statement titled “Summary of
the Proxy Statement/Prospectus – New Nuvini Earnout Shares” on pages 26 to 28 and “The Business Combination – New Nuvini Earnout Shares” on pages 143 to 145.

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 Ownership of New Nuvini Following the Closing, page 27

5.
 Revise your disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

Response: In response to the Staff’s comment, the Company has revised the sections in the Filed Registration Statement titled “Summary of
the Proxy Statement/Prospectus – Ownership of New Nuvini Following the Closing ” on pages 30 to 31, “The Business Combination Agreement and Ancillary Documents – The Business Combination Agreement –
Consideration to be Received in the Business Combination – Ownership of New Nuvini Following the Closing” on page 184 and “Unaudited Pro Forma Condensed Combined Financial Information – Basis of Pro Forma
Presentation” on pages 203 to 206.

 Risk Factor Summary, page 36

6.
 Please revise here to highlight that Nuvini S.A. has identified numerous material weaknesses in its internal
control over financial reporting and address the fact that prior period financial statements have been restated as a result of such weaknesses. Also, revise the risk factor discussion on page 85 to describe what steps in your remediation plan, if
any, have been completed and what remains to be completed. Also, disclose when Nuvini expects to fully remediate the weaknesses and any material costs they expect to incur to complete their remediation efforts.

Response: In response to the Staff’s comment, the Company has revised the sections in the Filed Registration Statement titled “Summary of
the Proxy Statement/Prospectus – Risk Factor Summary” on page 40 and “Risk Factors – Financial, Tax, Accounting-Related Risks – 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. If Nuvini S.A. fails to remediate such material weaknesses (and any other ones) or establish and maintain
effective internal controls over financial reporting, Nuvini S.A. may be unable to accurately report its results of operations, meet its reporting obligations and/or prevent fraud.” on pages 88 to 90.

Summary Historical Consolidated Financial Information of Nuvini, page 38

7.
 Please revise within the body of the table on page 39 to make it clear that the financial statements
presented for Nuvini are in Brazilian reais.

 Response: In response to the Staff’s comment, the Company has revised the
section in the Filed Registration Statement titled “Summary Historical Consolidated Financial Information of Nuvini” on page 41.

Risk Factors

 In the event that a
significant number of shares of Mercato Class A Common Stock are redeemed…, page 92

8.
 We note your risk factor that Mercato has experienced a significant number of redemptions and could
experience further redemption in connection with the business combination. Please expand this risk factor to highlight the impact that additional redemptions may have on your ability to fund the surviving company, including the likelihood that you
will be unable to raise additional capital on favorable terms. Discuss the downward pressure potential sales of securities following additional capital raising transactions may have on the trading price of the combined entity.

 Response: In response to the Staff’s comment and after consultation with Mercato, the Company has revised the section in
the Filed Registration Statement titled “Risk Factors – Financial, Tax, Accounting-Related Risks – In the event that a significant number of shares of Mercato Class A Common Stock are redeemed, Mercato Common
Stock (or New Nuvini Ordinary Shares following the Business Combination) may become less liquid.” on page 96.

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 The Sponsor, Mercato’s directors, officers, advisors or their affiliates may enter into certain
transactions…, page 94

9.
 We note that the Sponsor and its affiliates may purchase Mercato securities in the open market to reduce
redemption rates and that the price offered in such purchases will be higher than the redemption price. We also note that the SPAC sponsor intends to vote the purchased securities in favor of approving the business combination transaction. Please
provide your analysis on how such purchases will comply with Rule 14e-5. To the extent that you are relying on Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an
analysis regarding how it applies to your circumstances.

 Response: In response to the Staff’s comment and after
consultation with Mercato, the Company has revised the section in the Filed Registration Statement titled “Risk Factors – Risks for Mercato’s Stockholders Related to Mercato, the Business Combination and the Mercato Stockholder
Redemption – The Sponsor, Mercato’s directors, officers, advisors or their affiliates may enter into certain transactions, including purchasing Public Shares or Public Warrants from the public, which may influence the outcome of the
Business Combination and reduce the public “float” of the Mercato Class A Common Stock.” on pages 98 to 99.

The Business Combination

 Background of the
Business Combination, page 143

10.
 Please revise your narrative discussion to disclose the date in which Mercato ceased discussion with other
potential business combination targets and began to engage solely with Nuvini Holdings. Include a discussion of the reasons why the board determined not to proceed with any of the other potential business combinations referenced.

 Response: In response to the Staff’s comment and after consultation with Mercato, the Company has revised the section in
the Filed Registration Statement titled “The Business Combination – Background of the Business Combination” on page 149.

Mercato Board’s Reasons for Approval, page 148

11.
 We note your statement that the provided list of factors supporting the board recommendation of the
transaction is “including but not limited to” the listed material factors considered by the board. Please revise to include all material factors considered by the board in recommending the transaction.

Response: In response to the Staff’s comment and after consultation with Mercato, the Company has revised the section in the Filed Registration
Statement titled “The Business Combination – Mercato Board’s Reasons for Approval” on page 153.

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 Certain Unaudited Projected Financial Information, page 152

12.
 We note that you have a provided a summary of the projections relied upon by the board. Please revise to
include the material projections presented to the board.

 Response: In response to the Staff’s comment and after
consultation with Mercato, the Company has revised the section in the Filed Registration Statement titled “The Business Combination – Certain Unaudited Projected Financial Information” on pages 159 to 160.

13.
 We note that you provide a summary of the key assumptions used in the projections provided by Nuvini S.A. to
the board. Please revise your disclosure to state whether this includes all material assumptions underlying the projections.

Response: In response to the Staff’s comment, the Company has revised the section in the Filed Registration Statement titled “The Business
Combination – Certain Unaudited Projected Financial Information” on page 160.

 Unaudited Pro Forma Condensed Combined Financial
Information

 Basis of Pro Forma Presentation, page 199

14.
 Please revise to disclose under the maximum redemption scenario that in the event the aggregate cash
consideration Mercato would be required to pay for all Mercato Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination exceed the
aggregate amount of cash available to Mercato, Mercato will not complete the Business Combination or redeem any shares, all Mercato Class A Common Stock submitted for redemption will be returned to the holders thereof, and Mercato instead may
search for an alternate business combination, consistent with your disclosures on page 93.

 Response: In response to the
Staff’s comment and after consultation with Mercato, the Company has revised the sections in the Filed Registration Statement titled “Summary of the Proxy Statement/Prospectus – Summary Unaudited Pro Forma Condensed Combined
Financial Information” on pages 44 to 45 and “Unaudited Pro Forma Condensed Combined Financial Information – Anticipated Accounting Treatment of the Business Combination – Basis of Pro Forma
Presentation” on pages 203 to 206.

 Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 201

15.
 Please revise to include either pro forma adjustments or a note to the pro forma financial statements
addressing the Extension Promissory Instrument. Ensure you disclose the amount issued since the most recent balance sheet date and the repayment terms of such Instrument.

Response: In response to the Staff’s comment, the Company has revised the section in the Filed Registration Statement titled “Notes to
Unaudited Pro Forma Condensed Combined Financial Information – 1. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information – Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position”
on pages 210 to 217.

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16.
 Please explain, and revise your disclosures as necessary to clarify, your reference to the issuance and sale
of New Nuvini Ordinary Shares in pro forma adjustment (l).

 Response: In response to the Staff’s comment, the Company
removed such reference from page 212 in the Filed Registration Statement.

 Business of Nuvini and Certain Information About Nuvini

Business Overview, page 212

17.
 You state that the acquisition targets of Nuvini S.A. are generally profitable. However, your risk factor
disclosure on page 45 indicates that Nuvini S.A. has a history of net losses. Please revise or advise.

 Response: In response
to the Staff’s comment, the Company has revised the section in the Filed Registration Statement titled “Business of Nuvini and Certain Information About Nuvini – Business Overview” on page 221 and
“– Growth Strategy” on page 228.

 Capabilities of the Nuvini Acquired Companies, page 217

18.
 For those acquired entities that materially contribute to your revenues please expand your discussion of the
products sold and/or services performed for each of the last three financial years. Refer to Item 4.B of Form 20-F.

Response: In response to the Staff’s comment, the Company has revised the section in the Filed Registration Statement titled “Business of
Nuvini and Certain Information about Nuvini – Capabilities of the Nuvini Acquired Companies” on pages 226 to 228.

 Growth
Strategy, page 218

19.
 Please expand your disclosure to describe when a target company is included in your “current engaged
pipeline.”

 Response: In resp