SecProbe.io

CORRESP
1
filename1.htm

CORRESP

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

Grand Cayman, Cayman Islands KY1-1001

August 10, 2023

 Ms. Melissa Kindelan

Ms. Kathleen Collins

 Mr. Austin Pattan

Mr. Jeff Kauten

 Division of Corporation Finance

Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

 Nvni Group Limited

 Amendment
No. 1 to Registration Statement on Form F-4

 Filed July 11, 2023

File No. 333-272688

 Ladies and Gentlemen:

Thank you for your letter dated July 25, 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
Amendment No. 1 (the “First Amendment”) to the registration statement on Form F-4 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission
(the “Commission”) on July 11, 2023.

 We appreciate the effort that went into the Staff’s comments and have
carefully considered the Staff’s comments on the First Amendment. 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 No. 2 to the Registration Statement (the “Second Amendment”) which is filed with this letter, we have so indicated and, where appropriate, provided a section reference. In addition, we have provided certain
information responsive to Comment 9 in a separate letter to the Staff, dated August 10, 2023 (the “Supplemental Letter”).

Defined terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Second Amendment.

*    *    *    *    *

1
 The page number mentioned in the heading refers to the page number of the First Amendment and the page number
mentioned in the response refers to the page number of the Second Amendment.

 1

 Summary of the Proxy Statement/Prospectus

New Nuvini Earnout Shares, page 26

1.
 We note in response to prior comment 3 you removed disclosures indicating that in the event any New
Nuvini Earnout Shares reserved for issuance pursuant to the terms of the Business Combination Agreement are not ultimately issued pursuant to the Earnout Agreements to the persons indicated in such agreements, then such New Nuvini Earnout Shares
will be issued instead to the Nuvini Shareholders in accordance with the Business Combination Agreement. You now state that there are no circumstances under which Nuvini Earnout Shares will be issued to persons other than those designated in the
Nuvini Earnout Agreements. Please tell us how your revised disclosures support the terms in Section 3.2(g) of the Business Combination Agreement, which appear to indicate that there are circumstances in which such shares will be issued to the
company’s shareholders. As previously requested, explain the circumstances in which such shares will be issued to company shareholders instead of those designated in the Earnout Agreements and why shares may ultimately be issued to Nuvini
Shareholders as part of the Transaction Consideration referred to in the Business Combination Agreement.

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

2.
 It remains unclear how the information provided here and on page 143 regarding New Nuvini Earnout Shares and
other deferred and contingent consideration agrees to your financial statement footnote disclosures beginning on page F-78. Please provide us with a reconciliation of these disclosures in your response
and revise any inconsistencies as necessary.

 Response: In response to the Staff’s comment, the Company has revised the
sections in the Second Amendment titled “Summary of the Proxy Statement/Prospectus – Nuvini Earnout Shares” on pages 27 to 28, “The Business Combination – Nuvini Earnout Shares” on pages 144 to 145,
“Business of Nuvini and Certain Information About Nuvini – Corporate History” on pages 223 to 225, “Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Contractual Obligations and Commitments” on pages 263 to 265, “Consolidated Financial Statements of Nuvini S.A. for the Years ended December 31, 2022 and 2021 – Note 5. Business Combination” on page
F-79 and “– Note 26. Subsequent Events” on pages F-108 to F-109. The Company has updated these sections to avoid any inconsistencies.

Further, the Company has revised “Consolidated Financial Statements of Nuvini S.A. for the Years ended December 31, 2022 and 2021 – Note 5.
Business Combination” on page F-79 and “– Note 11. Intangible assets, net” on page F-92 to revise an incorrect value in the disclosure of impairment loss for goodwill. The Leadlovers impairment analysis stated the
incorrect carrying value, recoverable amount and impairment value. The values were considered manual typos and the impairment analysis completed as of December 31, 2022 did not change as a result. The disclosure was updated by the Company
accordingly. The carrying value for Leadlovers was valued at R$107,639 and the recoverable amount at R$22,558 as of December 31, 2022, indicating an impairment. As a result of this analysis, the Company recorded the impairment loss for goodwill
constituted as a result of the analysis in an amount of R$85,081 in the Nuvini Group.

 2

 In addition to updating the above referenced sections, we have included a reconciliation of the previous
differences below.

(1)
 Value recorded per the financial statement deferred and contingent consideration disclosure as of December 31,
2022. The present value represents the liability owed for both deferred and contingent consideration settled in cash and shares.

(2)
 Deferred and contingent considerations are remeasured at fair value at subsequent reporting dates, therefore,
the present discount value is included within the reconciliation to arrive at present value of the deferred and contingent consideration as of December 31, 2022.

(3)
 Penalties and accrued interest adjustment from the financial statement date of December 31, 2022 to the
deferred and contingent consideration valuation date of May 31, 2023 (before the first Registration Statement filing date).

(4)
 Payments recorded in 2023 for amortization of principal and deferred and contingent consideration settled in
cash.

(5)
 Adjustments in 2023 in the Company’s performance compared to the business plan approved as of December 31,
2022, which generated period adjustments in the deferred and contingent consideration values as of May 31, 2023 (before the first Registration Statement filing date).

(6)
 The Company notes that the financial statement previously disclosed an incorrect amount for Leadlovers on page
F-78 of the First Amendment as this amount was current as of December 31, 2021. The earnout calculation should reflect two Leadlovers partners and was understated by only reflecting one partner in the previous deferred and contingent consideration
calculation. The Company has now provided the proper amount as of December 31, 2022 on pages F-79 and F-92.

(7)
 Portion of total deferred and contingent consideration converted to payment into Nuvini or New Nuvini Ordinary
Shares.

(8)
 Value recorded per the First Amendment as of July 10, 2023. This value represents a portion of the total
deferred and contingent consideration owed as of fiscal year 2023. Therefore the reconciliation herein bridges the value recorded per the financial statements as of December 31, 2022 to the First Amendment filing as of July 11, 2023. In the new F-4
filing as of August 10, 2023, the Company has adjusted the F-4 deferred and contingent consideration language to be consistent with the financial statement values.

The Company has adjusted the language of the description of the Nuvini Earnouts Agreements to be consistent with the financial statements as of December 31,
2022.

 3

 Summary of Unaudited Pro Forma Condensed Combined Financial Information, page 44

3.
 Please revise to disclose the number of shares issued and outstanding under the minimum cash redemption
scenario in the pro forma balance sheet information both here and on page 209.

 Response: In response to the Staff’s
comment, the Company has revised the sections in the Second Amendment titled “Summary of the Proxy Statement/Prospectus – Summary Unaudited Pro Forma Condensed Combined Financial Information” on page 44 and
“Unaudited Pro Forma Condensed Combined Financial Information – Basis of Pro Forma Presentation” on page 206.

 Risk
Factors

 Financial, Tax and Accounting-Related Risks

Nuvini S.A. had identified material weaknesses in internal control over financial

reporting, page 87

4.
 We note your revised disclosures in response to prior comment 4. Please further revise this risk factor
header to state, as you have on page 268, that 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.”

 Response: In response to the Staff’s comment, the Company has revised the sections in the
Second Amendment titled “Summary of the Proxy Statement/Prospectus – Risk Factor Summary” on page 40 and “Risk Factors – Financial, Tax and 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 page 87.

 Unaudited Pro Forma Condensed Combined Financial Information Basis of Pro Forma Presentation, page 205

5.
 We note from your revised disclosures in response to comment 9 that if the Minimum Cash Condition is not
satisfied and such condition is not waived by Nuvini, the Business Combination will not be completed. Please tell us whether Nuvini has any intent to waive the minimum cash condition and if so, revise to clarify how such waiver might impact the pro
forma financial information provided.

 Response: In response to the Staff’s comment, the Company has revised the
sections in the Second Amendment titled “Summary of the Proxy Statement/Prospectus – Summary Unaudited Pro Forma Condensed Combined Financial Information” on page 44 and “Notes to Unaudited Pro Forma Condensed
Combined Financial Information – Basis of Pro Forma Presentation” on page 206.

 Notes to Unaudited Pro Forma Condensed Combined
Financial Statements Earnings (loss) per share, page 215

6.
 Please explain why subscription rights and contingent consideration to be settled in equity are excluded
from the pro forma weighted average shares outstanding as indicate in note (4). In your response, tell us the number of shares to be issued for each and the impact on pro forma net loss per share.

Response: In response to the Staff’s comment, the Company has revised the section in the Second Amendment titled “Notes to Unaudited Pro
Forma Condensed Combined Financial Information – Note 1. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Information” on page 216. In particular, the Company has revised note 4 in the table under the
“Earnings (loss) per share” (“EPS”) to disclose the number of subscription rights and contingent consideration to be settled in equity, which are both deemed to be potentially dilutive shares under IAS 33–Earnings
Per Share. The subscription rights will be settled in 9,980,309 New Nuvini Ordinary Shares and the contingent consideration will be settled in an estimated 14,415,571 New Nuvini Ordinary Shares. Upon evaluation by the Company, the subscription
rights and contingent consideration are excluded from the pro forma EPS calculation for their anti-dilutive impacts.

 The Company’s contingent
consideration arrangements are subject to time-based conditions and performance-based conditions that are not related to the consummation of the Business Combination, but are rather dependent on the future performance of the Company’s
subsidiaries. As the performance-based and time-based conditions were not met for the period ended December 31, 2022, no pro forma adjustment was made to show the settlement of contingent consideration. Therefore, the estimated number of New
Nuvini Ordinary Shares arising therefrom were not considered as issued and outstanding, and were not included in computing the weighted average number of New Nuvini Ordinary Shares outstanding. As the number of New Nuvini Ordinary Shares to be
issued under the contingent consideration arrangements is dependent upon the future performance of the Company’s subsidiaries, the Company used its best estimate in computing the issued New Nuvini Ordinary Shares.

 4

 Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators, page 241

7.
 Please explain why you do not use the IFRS measure of net operating revenue in your ARPU calculations and
specifically address how you considered whether “gross revenue” used in such calculations represents a tailored accounting principal. Refer to Question 100.04 of the non-GAAP C&DIs.

 Response: In response to the Staff’s comment, the Company has revised the section in the Second Amendment titled
“Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Significant Factors Affecting Nuvini S.A.’s Results of Operations–Key Performance Indicators – ARPU” on
page 242

8.
 We note that the number of “users,” which is used in your calculation of ARPU is the same as the
number of “customers” as disclosed on page 232. We further note that you define a user as a “client” of Nuvini Group. To the extent client, customer and user are the same, please revise to use a consistent reference
throughout the filing to avoid any confusion. Alternatively, revise to clearly define what each is intended to represent.

Response: In response to the Staff’s comment, the Company confirms that all of the terms “client,” “customer” and
“user” refer to the clients of Nuvini S.A., and has revised all applicable sections in the Second Amendment to consistently use “client” in lieu of “customer” and “user.”

Results of Operations, page 250

9.
 We note your response to prior comment 20. Please address the following:

•

 You state that the increase in total net operating revenue is “primarily” attributable to growth
from Nuvini Acquired Companies. You also attribute the growth to an increased customer base, which appears to be referring to organic revenue growth. Please avoid using vague terms such as “primarily” and revise to include a quantified
breakdown of revenue growth due to acquisitions versus organic growth. We refer you to slide 39 of the April 2023 Investor Presentation filed by Mercato Partners Acquisition on April 10, 2023.

•

 You discuss the impact of the Mercos acquisition on SaaS platform subscription services, however, this
transaction accounted for only R$9.0 million of the R$33.7 million increase. Revise to clarify whether other acquisitions impacted this revenue stream, and if so, include a quantified discussion of such impact. Also