SecProbe.io

CORRESP
 1
 filename1.htm

 Nvni
Group Limited

 P.O.
Box 10008, Pavilion East, Cricket Square

 Grand
Cayman, Cayman Islands KY1-1001

 (+55
11) 5642-3370

 January
30, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Jan Woo

 Re: Nvni
 Group Limited

 Registration
 Statement on Form F-3

 File
 No. 333-292939

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time on January
30, 2026, or as soon thereafter as practicable.

 Please
contact Thiago Spercel, Esq. of Sichenzia Ross Ference Carmel LLP at (929) 639-7631, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 Nvni Group Limited

 By:
 /s/ Pierre
 Schurmann

 Pierre Schurmann

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 26, 2026

Pierre Schurmann
Chief Executive Officer
Nvni Group Limited
P.O. Box 10008, Pavilion East, Cricket Square
Grand Cayman, Cayman Islands KY1-1001

 Re: Nvni Group Limited
 Registration Statement on Form F-3
 Filed January 26, 2026
 File No. 333-292939
Dear Pierre Schurmann:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Thiago Spercel
</TEXT>
</DOCUMENT>

CORRESP
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Nvni Group Limited

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

Grand Cayman, Cayman Islands KY1-1001

 (+55 11) 5642-3370

February 25, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Uwem Bassey and Matthew Derby

    Re: Nvni Group Limited

    Registration Statement on Form F-1

    File No. 333-284809

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement
referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time on February 27, 2025, or as soon thereafter
as practicable.

Please contact Thiago Spercel,
Esq. of Sichenzia Ross Ference Carmel LLP at (929) 639-7631, as soon as the Registration Statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

    Very truly yours,

    Nvni Group Limited

    By:
    /s/ Pierre Schurmann

    Pierre Schurmann

    Chief Executive Officer

February 21, 2025
Pierrem Schurmann
Chief Executive Officer
Nvni Group Ltd
P.O.Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Re:Nvni Group Ltd
Registration Statement on Form F-1
Filed February 10, 2025
File No. 333-284809
Dear Pierrem Schurmann:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Thiago Spercel

CORRESP
1
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CORRESP

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

Grand Cayman, Cayman Islands KY1-1001

September 7, 2023

 VIA EDGAR

Ms. Melissa Kindelan

 Ms. Kathleen Collins

Mr. Austin Pattan

 Mr. Jeff Kauten

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Nvni Group Limited

Registration Statement on Form F-4, as amended (File
No. 333-272688)

 Ladies and Gentlemen:

We refer to the registration statement on Form F-4, as amended (File No. 333-272688) (the “Registration Statement”) of Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”).

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests acceleration of effectiveness of
the Registration Statement so that it may become effective at 4:00 p.m., Eastern time, on September 7, 2023 or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Mayer Brown LLP, by calling
Edward S. Best at +1 (312) 701-7100.

 Please telephone the undersigned, through counsel, Edward S.
Best (at the number set forth above) if you have any questions with respect to the foregoing.

 Very truly yours,

NVNI GROUP LIMITED

By:

/s/ Pierre Schurmann

 Name:

 Title:

 Pierre Schurmann

 Chief Executive
Officer

cc:
 Edward S. Best

Mayer Brown LLP

CORRESP
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CORRESP

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

Grand Cayman, Cayman Islands KY1-1001

September 6, 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. 3 to Registration Statement on Form F-4

 Filed August 30, 2023

 File No. 333-272688

Ladies and Gentlemen:

 Thank you for your letter
dated September 5, 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. 3 (the “Third Amendment”) to the registration statement to Form
F-4 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 30, 2023.

We appreciate the effort that went into the Staff’s comments and have carefully considered the Staff’s comments on Third 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. 4 to the Registration Statement (the “Fourth
Amendment”) 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 Fourth Amendment.

*                *
         *                *                *

1
 The page number mentioned in the heading refers to the page number of the Third Amendment and the page number
mentioned in the response refers to the page number of the Fourth Amendment.

 Amendment No. 3 to Registration Statement on Form F-4

 Notes to Unaudited Pro Forma Condensed Combined Financial Information

Earnings (loss) per share, page 215

1.
 We note your response to prior comment 4. Please explain further how the subscription rights and contingent
consideration are included in your pro forma per share calculations and specifically address how these shares are reflected in the reconciliation of Class A and Class B shares on page 214. In this regard, we note that the 126,477,458
historical shares includes 122,477,095 of Nuvini S.A common shares as reflected on page F-98 and 4,300,363 of Mercato’s public shareholder shares. Further, we note that pro forma adjustments (e) and
(g) indicate that the number of shares to be issued for subscription rights and contingent consideration will be determined upon consummation of the Business Combination. Therefore, it remains unclear how or if these shares are reflected in the pro
forma weighted average shares outstanding. Please explain or revise as necessary.

 Response: In response to the Staff’s
comment, the Company has revised the section in the Fourth Amendment titled “Notes to Unaudited Pro Forma Condensed Combined Financial Information -Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Information-
Reconciliation of pro forma New Nuvini Ordinary Shares” table on page 214, as the previous table showed a total number of historical shares in the amount of 126,777,458, which included the Nuvini historical common stock outstanding of
122,477,095 and the Mercato historical public shares outstanding 4,300,363. The Company has since revised the table reconciling the historical share balances of Mercato and Nuvini to the total number of New Nuvini Ordinary Shares in the Fourth
Amendment titled “Notes to the Unaudited Pro Forma Condensed Combined Financial Information” on page 214 with separate columns.

 Assuming No Further Redemption

 Reference

# of New
Nuvini
Ordinary
Shares

# of Mercato
Historical
Public
Shares

# of Mercato
Historical
Class B
Shares

Share
Capital

Share
Premium
and Class A
Par Value

Class B
Par Value

 Historical balance

122,477,095

4,300,363

5,750,000

$
 40,404

$
 —

$
 3

 Ratio to adjust historical Nuvini Ordinary Shares outstanding to New Nuvini Ordinary
Shares

0.17

 New Nuvini Ordinary Shares balance

21,072,546

 Reclassification of Mercato’s financial liabilities at fair value to equity (1)

(j)

—

—

—

—

245,264

—

 Share Capital impact of New Nuvini Ordinary Shares issuance to Nuvini Shareholders

(l)

—

—

—

(40,404
)

40,404

—

 Conversion of Mercato Public Shares to New Nuvini Ordinary Shares

4,300,363

(4,300,363
)

—

—

—

—

 Conversion of Mercato Class B Shares to New Nuvini Ordinary Shares

(i)

5,750,000

—

(5,750,000
)

—

3

(3
)

 Liability to equity reclassification for subscription rights, loan premium, and contingent
consideration (2)

(e), (g), (f)

2,427,454

—

—

—

123,353

—

 New Nuvini Totals

33,550,363

—

—

$
 —

$
409,024

—

 Assuming Minimum Cash Redemption

 Reference

# of New
Nuvini
Ordinary
Shares

# of Mercato
Historical
Public
Shares

# of Mercato
Historical
Class B
Shares

Share
Capital

Share
Premium
and Class A
Par Value

Class B
Par Value

 Historical balance

122,477,095

4,300,363

5,750,000

$
 40,404

$
 —

3

 Ratio to adjust historical Nuvini Ordinary Shares outstanding to New Nuvini Ordinary
Shares

0.17

 New Nuvini Ordinary Shares balance

21,072,546

 Reclassification of Mercato’s financial liabilities at fair value to equity (1)

(j)

—

—

—

—

245,264

—

 Share Capital impact of New Nuvini Ordinary Shares issuance to Nuvini Shareholders

(l)

—

—

—

(40,404
)

40,404

—

 Conversion of Mercato Public Shares to New Nuvini Ordinary Shares

4,300,363

(4,300,363
)

—

—

—

—

 Conversion of Mercato Class B Shares to New Nuvini Ordinary Shares

(i)

5,750,000

—

(5,750,000
)

—

3

(3
)

 Liability to equity reclassification for subscription rights, loan premium, and contingent
consideration (2)

(e), (g), (f)

2,427,454

—

—

—

123,353

—

 Minimum Cash Redemptions

(m)

(1,803,651
)

—

—

—

(96,543
)

—

 New Nuvini Totals

31,746,712

—

—

$
 —

$
312,481

—

 As defined in the Business Combination Agreement, 23,500,000 New Nuvini Ordinary Shares are to be allocated to the holders of
historical Nuvini Ordinary Shares, the holders of Company Options inclusive of the subscription rights and loan premium, and the holders of the contingent consideration. As such, the Company has revised the table to show the conversion of Nuvini
historical common stock outstanding to 21,072,546 New Nuvini Ordinary Shares with the remaining 2,427,454 New Nuvini Ordinary Shares being allocated to the outstanding subscription rights, loan premium, and contingent consideration that will be
converted to equity on consummation of the Business Combination.

 Although the number of shares to be issued for subscription rights and contingent
consideration will be determined upon consummation of the Business Combination, 2,427,454 shares have been reserved for the future settlement of subscription rights, loan premium, and contingent consideration. As such, all shares issued for
subscription rights and contingent consideration are non-dilutive as they are already considered within the 23,500,000 New Nuvini Ordinary Shares and included in the pro forma weighted average shares
outstanding.

*                *
         *                *                *

 If the Staff has comments or questions regarding our response as set forth above or in the
Fourth Amendment, we would appreciate an opportunity to discuss those matters in a conference call with the Staff. We are available to discuss with you at your earliest convenience. Also, please do not hesitate to contact the undersigned, through
counsel, Edward S. Best of Mayer Brown LLP at +1 (312) 701-7100 or ebest@mayerbrown.com, if you have any other comments or questions.

As we have communicated orally, the parties would very much like to be in a position to distribute the definitive prospectus as soon as
possible to be in a position to complete the transaction on or before September 29, 2023 and would, therefore, appreciate the Staff’s expedited review of the few changes to the Fourth Amendment. If there is anything we can do to assist the
Staff in expediting the process, please let us know.

 Very truly yours,

NVNI GROUP LIMITED

By:

/s/ Pierre Schurmann

Name:

Pierre Schurmann

Title:

Chief Executive Officer

cc:
 Edward S. Best

 Mayer Brown LLP

United States securities and exchange commission logo
September 5, 2023
Pierre Schurmann
Chief Executive Officer
Nvni Group Ltd
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Re:Nvni Group Ltd
Amendment No. 3 to Registration Statement on Form F-4
Filed August 30, 2023
File No. 333-272688
Dear Pierre Schurmann:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 24, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information
Earnings (loss) per share, page 215
1.We note your response to prior comment 4.  Please explain further how the subscription
rights and contingent consideration are included in your pro forma per share calculations
and specifically address how these shares are reflected in the reconciliation of Class A and
Class B shares on page 214.  In this regard, we note that the 126,477,458 historical shares
includes 122,477,095 of Nuvini S.A common shares as reflected on page F-98 and
4,300,363 of Mercato's public shareholder shares.  Further, we note that pro forma
adjustments (e) and (g) indicate that the number of shares to be issued for subscription
rights and contingent consideration will be determined upon consummation of the

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 September 5, 2023 Page 2
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
September 5, 2023
Page 2
Business Combination.  Therefore, it remains unclear how or if these shares are reflected
in the pro forma weighted average shares outstanding. Please explain or revise as
necessary.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Kathleen Collin, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Edward S. Best

CORRESP
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CORRESP

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

Grand Cayman, Cayman Islands KY1-1001

August 30, 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. 2 to Registration Statement on Form F-4

Filed August 11, 2023

File No. 333-272688

Ladies and Gentlemen:

 Thank you for your letter
dated August 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 Amendment No. 2 (the “Second Amendment”) to the registration statement to Form
F-4 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 11, 2023.

We appreciate the effort that went into the Staff’s comments and have carefully considered the Staff’s comments on the Second
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. 3 to the Registration Statement (the “Third Amendment”) 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 Third Amendment.

*        *        *
 *        *

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

 Amendment No. 2 to Registration Statement on Form F-4

 Summary of the Proxy Statement/Prospectus

New Nuvini Earnout Shares, page 26

1.
 We note your revised disclosures throughout the filing in response to prior comment 2, which appear to
discuss the August 2, 2023 amendments that deferred certain payment dates in the respective agreements. However, the chart provided in the response reflects activity that occurred subsequent to year end. To the extent these transactions are
material to the amounts accrued as of December 31, 2022, please revise to disclose this activity both in the forepart of the filing and in the subsequent events footnote. In this regard, footnote (7) of the chart appears to indicate that
payment was made in shares for such amounts after year end. Revise to disclose these subsequent payments and the impact they have on the scheduled payments currently disclosed for each acquisition. Further, disclose the impact of the Leadlovers
Correction described in footnote (6) and the impact that has on the amounts owed.

 Response: In response to the
Staff’s comment, the Company advises the Staff that the column titled “settled in shares” of the aforementioned chart represents amounts to be settled in shares in the future. The Company used the term “settled” erroneously
in this chart column to arrive at the balances that were originally included in the Company’s Amendment No. 1 (the “First Amendment”) to the Registration Statement, filed July 11, 2023. The Company advises the Staff
that the only payment made subsequent to December 31, 2022 was for an amount of R$2.2 million relating to the Effecti earnout agreement. The Leadlovers Correction relates to an error in the F-4
disclosures relating to the Leadlovers earn-out agreement that was incorrectly disclosed in the First Amendment. Please refer to our response to Comment 2 in our correspondence to the Commission, dated August 10, 2023, for further
discussion.

 The Company advises the Staff that the subsequent events footnote discloses the amendments to the respective earnout agreements to extend the
payment terms that occurred subsequent to December 31, 2022. The only payment subsequent to December 31, 2022 was the $2.2 million related to the Effecti agreement and was consistent with the terms in effect on December 31, 2022.
Consequently, this footnote does not represent adjusting or non-adjusting events after the reporting period that would require adjustment or disclosure in the financial statements, pursuant to the requirements of IAS 10. Please see
Exhibit A for a summary of due dates of all earnouts amounts payable for each earnout agreement.

2.
 With regards to the Leadlovers Correction, footnote (6) in your response indicates that the earnout
calculation should reflect two Leadlovers partners but it was understated by only reflecting one partner in the calculation. The R$40,627 that you previously disclosed, and revised in this amendment, appears to represent 50% of the Leadlover current
and noncurrent deferred consideration at December 31, 2021. Explain further how this change relates to the fact that the earnout calculation was understated because it did not reflect the correct number of Leadlover partners. Also, clarify why
this did not impact the liability balance. Further, to the extent the earnout calculation was incorrectly calculated by using only one and not two partners, tell us why the revised disclosures reflect a reduction to the amount owed. In addition, the
correction in the chart provided in your response totals approximately R$18 million while the change in the amount disclosed on page F-79 appears to be approximately R$8.5 million. Please explain or
revise as necessary.

 Response: The Company respectfully advises the Staff that the disclosure on pages 27 and 144 in the
First Amendment was understated in that it omitted the cash payment due to one of the partners as was indicated in note (6) in our previous response. In addition, the cash payments due in 2024 to both partners were also omitted from the amounts
disclosed on pages 27 and 144 in the First Amendment, as depicted in the table below.

 The total amount omitted from the disclosure on the First Amendment
was R$18 million. Please refer to the table below for further information and additional reconciliation.

Financial
Statements
(December 31,
2021)

Financial
Statements
(December 31,
2022)

SEC Comment #2
F-4 Page 26 and
143 (July 10, 2023
Filing Date)

Correct view considering 2
sellers instead of 1

 Company

 Seller

% of
each
seller

Present Value
(R$ ‘000)

Present Value
(R$ ‘000)

Cash
R$
‘000

Settled in
shares
R$ ‘000

Due
Date

Cash
R$
‘000

Settled in
shares
R$ ‘000

 Leadlovers

Diego Luiz Carmona

50%

13,040

14,049

8,391

8,391

Oct/2023

8,391

8,391

Fabio Leandro Verschoor

50%

13,040

14,049

Oct/2023

8,391

8,391

TOTAL 1o. Installment

100%

26,080

28,097

8,391

8,391

16,782

16,782

Diego Luiz Carmona

50%

15,602

9,420

5,126

5,126

Oct/2023

5,266

5,266

Fabio Leandro Verschoor

50%

15,602

9,420

Oct/2023

5,266

5,266

TOTAL 2o. Installment

100%

31,203

18,840

5,126

5,126

10,531

10,531

Diego Luiz Carmona

50%

11,985

8,615

0

0

Feb/2024

2,385

2,385

Fabio Leandro Verschoor

50%

11,985

8,615

0

0

Feb/2024

2,385

2,385

TOTAL 3o. Installment

100%

23,970

17,229

0

0

4,770

4,770

 TOTAL

81,254

64,167

13,517

13,517

32,083

32,083

Cash 50%

40,627

32,083

Shares 50%

40,627

32,083

 We confirm that the R$40,627 previously disclosed in Note 5 to the Financial Statements reflected the cash liability balance as
of December 31, 2021, but should have been the cash liability as of December 31, 2022 of R$32,083, as revised on page F-79 in the Second Amendment. This correction represented the R$8.5 million
correction.

 Although this amount was incorrectly disclosed in the notes to the Financial Statements, the total Leadlovers earnout liability in the
Company’s balance sheet as of December 31, 2022 was correct and required no adjustment.

 The Business Combination Ownership of New Nuvini,
page 147

3.
 Please disclose the level of redemptions above which the minimum cash condition would not be satisfied.
Clarify that to in order to proceed with the business combination with redemptions above that level you would need to waive the minimum cash condition.

Response: In response to the Staff’s comment, the Company has revised the sections in the Third Amendment titled “Questions and Answers
About the Business Combination and the Special Meeting – What equity stake will the current stockholders of Mercato and the current shareholders of Nuvini hold in New Nuvini after the Closing of the Business Combination?” on
page 10, “Summary of the Proxy Statement / Prospectus – Ownership of New Nuvini Following the Closing” on page 31, “The Business Combination – Ownership of New Nuvini” on pages 147 to 148,
and “The Business Combination Agreement and Ancillary Documents – Consideration to be Received in the Business Combination – Ownership of New Nuvini Following the Closing” on page 186 and “Unaudited Pro
Forma Condensed Combined Financial Information – Basis of Pro Forma Presentation” on page 207.

 Unaudited Pro forma Condensed Combined Financial Information

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Earnings (loss) per share, page 215

4.
 You state in your response to prior comment 6 that the subscription rights and contingent consideration are
excluded from pro forma EPS calculations as they are anti-dilutive. Please explain further why such shares are excluded from pro forma basic loss per share. To the extent the shares are excluded because certain time-based and
performance-based conditions have not been met for the contingent consideration arrangements as your response seems to indicate, or the shares have certain exercise provisions as your disclosures on page F-99
appear to indicate, then revise to clarify as such. Further, adjustment (e) indicates that the contingent consideration will be settled in shares upon consummation of the Business Consummation, which does not appear to be consistent with your
response. Please revise.

 Response: In response to the Staff’s comment 6 on August 4, 2023, the Company incorrectly
stated that the subscription rights and contingent consideration were excluded from the pro forma basic loss per share calculation. Although the statement was incorrect, the Company had correctly included the subscription rights and contingent
consideration in the pro forma basic loss per share calculation and were correctly reclassified from a liability to equity as shown in the sections titled “Notes to the Unaudited Pro Forma Condensed Combined Financial Information – 1.
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Information” on pages 210, 212, 214, 215, 216 and 217 and pro forma adjustments (g), (e), (gg) and (ee).

In addition, the response to the Staff’s comment 6 on August 4, 2023, the Company incorrectly disclosed the number of shares to be reclassified to equity
as 9,980,309 New Nuvini Ordinary Shares and that the number of shares to be reclassified under the contingent consideration arrangements was 14,415,571 New Nuvini Ordinary Shares. The Company has revised such disclosures as these share balances were
in shares of Nuvini S.A. and not in New Nuvini Ordinary Shares. All obligations to issue equity that were reclassified to equity on the pro forma financials resulted in 2,427,454 New Nuvini Ordinary Shares that were included in the pro forma basic
loss per share calculation. Note 4 on page 216 of the Third Amendment has been revised to clarify these items.

 Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Key Performance Indicators, page 241

5.
 Similar to our prior comment 7, please tell us why you do not use the IFRS measure of net revenue in
calculating the recurrence percentage measure and specifically address how you considered whether “gross revenue” used in such calculation represents a tailored accounting principle. In your response, clarify whether the recurring revenue
amount used in such calculation is based on gross or net revenue, and revise as necessary. Refer to Question 100.04 of the non-GAAP C&DIs.

Response: In response to the Staff’s comments, the Company has revised the section in the Third 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 – MRR/ARR” on page 242. The
Company has revised the Recurrence percentage calculation disclosed from gross revenue to net revenue.

 Comparison of Fiscal Years Ended
December 31, 2022 and 2021

 Net operating revenue, page 250

6.
 We note your revised disclosures in response to prior comment 9. While we acknowledge that fiscal 2022
includes a full year of revenue compared to a partial year for fiscal 2021 for all of your acquisitions with the exception of Effecti, based on the supplemental information provide in your response, it appears that certain acquisitions had a more
positive impact on your year-over-year revenue growth while the revenue for other acquisitions decreased from fiscal 2021 to 2022 despite the fact that fiscal 2022 included a full year of revenue. Please revise to include a quantified
discussion for each of the acquisitions that contributed positively to your revenue growth along with a discussion of the offsetting impact from those acquisitions that had negative growth during the period. Similar revisions should be made
to the various expense discussions, where possible.

 Response: In response to the Staff’s comments, the Company has
revised the section in the Third Amendment titled “Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Comparison of Fiscal Years Ended December 31, 2022 and
2021” on pages 250 to 252.

 General and administrative, page 252

7.
 Your revised disclosure in response to prior comment 9 indicates that the decrease in general and
administrative expense relates to a full year of expenses in fiscal 2022 from companies acquired in fiscal 2021. Please further revise to explain why a full year of activity from these companies would result in less expense compared to a period with
less than a full year of activity or provide additional information that would explain such decrease.

 Response: In response
to the Staff’s comments, the Company has revised the section in the Third Amendment titled “Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Comparison of Fiscal Years
Ended December 31, 2022 and 2021 – General and administrative” on page 252.

 Notes to Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 Note
20. Net operating revenue, page F-103

8.
 We note your response to prior comment 12. Please revise your disclosure to state that the measure is
included to satisfy a Brazilian statutory disclosure requirement to provide reconciliation between revenue to taxable gross revenue. Refer to IAS 1, paragraph 112(c).

Response: In response to the Staff’s comments, the Company has revised the section in the Third Amendment titled “Consolidated Financial
Statements of Nuvini S.A. for the Years ended December 31, 2022 and 2021 – Note 20. Net operating revenue” on page F-104.

*        *        *
 *        *

 If the Staff has comments or questions regarding our responses as set forth above or in the
Third Amendment, we would appreciate an opportunity to discuss those matters in a conference call with the Staff. We are available to discuss with you at your earliest convenience. Also, please do not hesitate to contact the undersigned, thro

United States securities and exchange commission logo
August 24, 2023
Pierre Schurmann
Chief Executive Officer
Nvni Group Ltd
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Re:Nvni Group Ltd
Amendment No. 2 to Registration Statement on Form F-4
Filed August 11, 2023
File No. 333-272688
Dear Pierre Schurmann:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 25, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
New Nuvini Earnout Shares, page 26
1.We note your revised disclosures throughout the filing in response to prior comment 2,
which appear to discuss the August 2, 2023 amendments that deferred certain payment
dates in the respective agreements.  However, the chart provided in the response reflects
activity that occurred subsequent to year end.  To the extent these transactions are material
to the amounts accrued as of December 31, 2022, please revise to disclose this activity
both in the forepart of the filing and in the subsequent events footnote.  In this regard,
footnote (7) of the chart appears to indicate that payment was made in shares for such
amounts after year end.  Revise to disclose these subsequent payments and the impact they

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 August 24, 2023 Page 2
 FirstName LastNamePierre Schurmann
Nvni Group Ltd
August 24, 2023
Page 2
have on the scheduled payments currently disclosed for each acquisition.  Further,
disclose the impact of the Leadlovers Correction described in footnote (6) and the impact
that has on the amounts owed.
2.With regards to the Leadlovers Correction, footnote (6) in your response indicates that the
earnout calculation should reflect two Leadlovers partners but it was understated by only
reflecting one partner in the calculation. The R$40,627 that you previously disclosed, and
revised in this amendment, appears to represent 50% of the Leadlover current and non-
current deferred consideration at December 31, 2021.  Explain further how this change
relates to the fact that the earnout calculation was understated because it did not reflect the
correct number of Leadlover partners.  Also, clarify why this did not impact the liability
balance.  Further, to the extent the earnout calculation was incorrectly calculated by using
only one and not two partners, tell us why the revised disclosures reflect a reduction to the
amount owed.  In addition, the correction in the chart provided in your response totals
approximately R$18 million while the change in the amount disclosed on page F-79
appears to be approximately R$8.5 million. Please explain or revise as necessary.
The Business Combination
Ownership of New Nuvini, page 147
3.Please disclose the level of redemptions above which the minimum cash condition would
not be satisfied.  Clarify that to in order to proceed with the business combination with
redemptions above that level you would need to waive the minimum cash condition.
Unaudited Pro forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Earnings (loss) per share, page 215
4.You state in your response to prior comment 6 that the subscription rights and contingent
consideration are excluded from pro forma EPS calculations as they are anti-dilutive.
Please explain further why such shares are excluded from pro forma basic loss per share.
To the extent the shares are excluded because certain time-based and performance-based
conditions have not been met for the contingent consideration arrangements as your
response seems to indicate, or the shares have certain exercise provisions as your
disclosures on page F-99 appear to indicate, then revise to clarify as such.  Further,
adjustment (e) indicates that the contingent consideration will be settled in shares upon
consummation of the Business Consummation, which does not appear to be consistent
with your response.  Please revise.
Nuvini S.A. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators, page 241
5.Similar to our prior comment 7, please tell us why you do not use the IFRS measure of net
revenue in calculating the recurrence percentage measure and specifically address how

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 August 24, 2023 Page 3
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
August 24, 2023
Page 3
you considered whether “gross revenue” used in such calculation represents a tailored
accounting principle.  In your response, clarify whether the recurring revenue amount
used in such calculation is based on gross or net revenue, and revise as necessary.  Refer
to Question 100.04 of the non-GAAP C&DIs.
Comparison of Fiscal Years Ended December 31, 2022 and 2021
Net operating revenue, page 250
6.We note your revised disclosures in response to prior comment 9.  While we acknowledge
that fiscal 2022 includes a full year of revenue compared to a partial year for fiscal 2021
for all of your acquisitions with the exception of Effecti, based on the supplemental
information provide in your response, it appears that certain acquisitions had a more
positive impact on your year-over-year revenue growth while the revenue for other
acquisitions decreased from fiscal 2021 to 2022 despite the fact that fiscal 2022 included a
full year of revenue.  Please revise to include a quantified discussion for each of
the acquisitions that contributed positively to your revenue growth along with a discussion
of the offsetting impact from those acquisitions that had negative growth during the
period.  Similar revisions should be made to the various expense discussions, where
possible.
General and administrative, page 252
7.Your revised disclosure in response to prior comment 9 indicates that the decrease in
general and administrative expense relates to a full year of expenses in fiscal 2022 from
companies acquired in fiscal 2021.  Please further revise to explain why a full year of
activity from these companies would result in less expense compared to a period with less
than a full year of activity or provide additional information that would explain
such decrease.
Notes to Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021
Note 20. Net operating revenue, page F-103
8.We note your response to prior comment 12.  Please revise your disclosure to state that the
measure is included to satisfy a Brazilian statutory disclosure requirement to provide a
reconciliation between revenue to taxable gross revenue.  Refer to IAS 1, paragraph
112(c).

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 August 24, 2023 Page 4
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
August 24, 2023
Page 4
             You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Edward S. Best

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

United States securities and exchange commission logo
July 25, 2023
Pierre Schurmann
Chief Executive Officer
Nvni Group Ltd
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Re:Nvni Group Ltd
Amendment No. 1 to Registration Statement on Form F-4
Filed July 11, 2023
File No. 333-272688
Dear Pierre Schurmann:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 29, 2023 letter.
Amendment No. 1 to Registration Statement Filed on Form F-4
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

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 July 25, 2023 Page 2
 FirstName LastNamePierre Schurmann
Nvni Group Ltd
July 25, 2023
Page 2
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.
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.
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.
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."
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.
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.

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 July 25, 2023 Page 3
 FirstName LastNamePierre Schurmann
Nvni Group Ltd
July 25, 2023
Page 3
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.
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.
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, similar to the
previous bullet point, revise to provide a breakdown of revenue growth due to
acquisitions versus organic growth.
•So that we may better assess your results of operations discussion, in your response
please provide us with a breakdown of revenue for each of the companies acquired
since fiscal 2020 for each period for which financial statements are provided.  In this
regard, based on the diversification of 2023 estimated revenues included in the above
named Investor Presentation, this information appears to be available.
•Similar revisions should be made to your various expense discussions to more clearly
explain the increase in such line items versus attributing such change "primarily to"
the Nuvini Acquired Companies.
Going Concern, Liquidity and Capital Resources, page 254
10.We note that some of the deferred and contingent cash payments for several of the Nuvini
Acquired Companies were due by June 30 or will become due on July 31, 2023.  Please
tell us the current status of such payments.  To the extent the payments have not been

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 July 25, 2023 Page 4
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
July 25, 2023
Page 4
made and the terms of the merger agreements were not amended, tell us whether you have
secured any additional financing as indicated in response to prior comment 21 or how you
intend to make such payments.  In addition, please update your disclosures where you
indicate that as of December 31, 2022, Nuvini S.A.'s cash and continued operations are
sufficient to finance the next six months of its consolidated operations (i.e. through June
30, 2023).
Non-IFRS Financial Measures
Adjusted Free Cash Flow, page 254
11.As previously requested in prior comment 17, revise to disclose net cash from (used in)
operating activities with greater prominence to adjusted free cash flow.  Refer to Question
102.10 of the non-GAAP C&DIs and Item 10(e)(1)(i)(A) of Regulation S-K.  Also, please
change your reference to free cash flow on page 3 to adjusted free cash flow to be
consistent with your disclosures elsewhere throughout the filing.
Notes to Consolidated Financial Statements for the Years ended December 31, 2022 and 2021
Note 20. Net operating revenue, page F-102
12.Please tell us what "gross operating revenue" in your summary of net operating revenue
represents.  Specifically address whether this is a non-IFRS measure of revenue and if so,
how you determined such reference is appropriate in your financial statement footnotes.
Refer to Item 10(e)(1)(ii)(C) of Regulation S-K.  To the extent this does not represent a
measure of revenue, please explain and revise the description of this line item accordingly.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Kathleen Collins, Accounting Branch Chief, at  (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Edward S. Best

CORRESP
1
filename1.htm

CORRESP

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

Grand Cayman, Cayman Islands KY1-1001

July 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

Registration Statement on Form F-4

Filed June 16, 2023

File No. 333-272688

Ladies and Gentlemen:

 Thank you for your letter
dated June 29, 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 filed with the U.S. Securities and Exchange Commission (the
“Commission”) on June 16, 2023 (the “Registration Statement”).

 We appreciate the effort that went
into the Staff’s comments and have carefully considered the Staff’s comments on the 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 No. 1 to the Registration Statement (the “Amendment”) 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 Amendment.

*            *
 *            *            *

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

 Frequently Used Terms, page i

1.
 You define Exchange “Ratio” as the quotient obtained by dividing (a) the Per Share Company
Value by (b) $10.00. However, this appears to define the calculation to determine the number of shares to be issued to former Nuvini Shareholders and not the ratio used to exchange Nuvini Ordinary Shares held at the time of the Contribution to New
Nuvini Ordinary shares. Please explain and revise as necessary.

 Response: In response to the Staff’s comment, the
Company has revised the section in the Amendment titled “Questions and Answers About the Business Combination and the Special Meeting – What will happen in the Business Combination?” on page 8. By implementing this
revision, “Exchange Ratio” is now uniformly used as a defined term throughout the Amendment based on how it is defined in the Amendment. Furthermore, the Company respectfully submits that inasmuch as the calculation provided in the
definition of “Exchange Ratio” would result in a dollar value (and such definition does not pertain to a percentage or formula), the Company’s continued use of the word “ratio” in that defined term not only harmonizes its
definition and usage with how that same term is defined and used in the Business Combination Agreement (a copy of which is filed as Annex A of the Amendment), but also aligns its definition and usage with market practice as may be seen in other
similar issuers’ registration statements on Form F-4 filed with the Commission (e.g., Bitdeer Technologies Group’s
 Amendment No. 2 to Form F-4 filed March
23, 2023, on its page 6; Lavoro Limited’s Amendment No.
4 to Form F-4 filed January 31, 2023, on its page 11; Semantix, Inc.’s Amendment No.
5 to Form F-4 filed July 7, 2022, on its page 3).

 Summary of the Proxy Statement/Prospectus

 Nuvini and Nuvini S.A., page 22

2.
 Please revise your discussion here regarding Nuvini S.A.’s various acquisitions to include the date of
each acquisition as previously disclosed.

 Response: In response to the Staff’s comment, the Company has revised the
sections in the Amendment titled “Summary of the Proxy Statement/Prospectus – Nuvini and Nuvini S.A.” on pages 22 to 24 and “Business of Nuvini and Certain Information About Nuvini – Capabilities of the Nuvini
Acquired Companies” on pages 226 to 228.

 New Nuvini Earnout Shares, page 26

3.
 We note your revised disclosures in response to prior comment 4. Please address the following:

•

 Revise the first paragraph to clarify that the Earnout Agreements and Earnout Shares all relate to
acquisitions made by Nuvini S.A.

•

 Describe the circumstances under which Earnout Shares would not be paid to the persons designated in the
Earnout Agreements.

•

 Explain why such shares would ultimately be issued to Nuvini Shareholders as part of the Transaction
Consideration referred to the Business Combination Agreement.

•

 Ensure that the detailed information, such as dates and amounts owed, provided here and on page 143, is
consistent with the disclosures on page F-78.

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

 2

 Summary Historical Consolidated Financial Information of Nuvini, page 41

4.
 Revise to remove the disclosures here regarding the restatement of the financial statements as of and for
the year ended December 31, 2021 as you no longer label those financial statements as restated. Instead, revise to include a discussion of the various errors in your risk factor disclosures on page 88 where you discuss NVNI’s material
weaknesses in internal control over financial reporting.

 Response: In response to the Staff’s comment, the Company has
removed such references in the section in the Amendment titled “Summary of the Proxy Statement/Prospectus – Summary Historical Consolidated Financial Information of Nuvini” on page 41 and revised the section in the
Amendment titled “Risk Factors – Financial, Tax and Accounting-Related Risks – Nuvini S.A. has identified material weaknesses in its internal control over financial reporting. 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 88.

 Summary Unaudited Pro forma Condensed Combined Financial Information, page 44

5.
 Please revise your description of the Minimum Cash Redemption Scenario on page 45 to clarify that if the
Minimum Cash Condition is not satisfied and such condition is not waived by Nuvini, the Business Combination will not be completed and the shares of Mercato Class A Common Stock submitted for redemption in connection with the Business
Combination will not be redeemed, consistent with the disclosure at the bottom of that page.

 Response: In response to the
Staff’s comment, the Company has revised the sections in the Amendment titled “Frequently Used Terms” on page v, “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

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

6.
 We note your response to our prior comment 8 and reissue the comment in part. Please 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 Amendment titled
“Risk Factors – Risks for New Nuvini’s Stockholders Related to the Business Combination – 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.

 3

 Certain unaudited financial information, page 157

7.
 We note your response to our prior comment 12 and reissue the comment. Please revise to include the full
projections presented to the board, rather than the summary provided.

 Response: In response to the Staff’s comment and
after consultation with Mercato, the Company has revised the section in the Amendment titled “The Business Combination – Certain Unaudited Projected Financial Information” on pages 157 to 164.

Unaudited Pro Forma Condensed Combined Financial Information

Introduction, page 202

8.
 Please revise to remove the second paragraph regarding the unaudited pro forma condensed statements of
income for the year ended December 31, 2022, as it is already disclosed in your basis of presentation discussion on page 203. To the extent you want to include this disclosure in the introduction, revise to ensure you also address the unaudited
pro forma condensed combined statement of financial position.

 Response: In response to the Staff’s comment, the Company
has removed such reference from page 204 of the Amendment.

 Basis of Pro Forma Presentation, page 204

9.
 Please tell us and revise to disclose your intent to waive the minimum cash requirement, if necessary.
Irrespective of the disclosures provided on page 30 in response to prior comment 5, to the extent you do not intend to waive such requirement, tell us why you believe it is appropriate to reflect redemption scenarios beyond the minimum cash
redemption scenario level. If you intend to waive such requirement, revise to indicate as such. In addition, tell us why you believe it is appropriate to reflect redemption scenarios that result in negative cash (e.g. 75% and maximum redemption
scenarios) if you will not have the cash to pay for such redemptions or revise your disclosures to explain how you intend to fund these redemptions. To the extent you plan to fund the redemptions with additional financing you have yet to obtain,
tell us your consideration to remove these two columns from the presentation and instead, describe the impact of these scenarios in the notes to the pro forma financial statements, including how you intend to pay for such redemptions and what would
happen if you were unable to obtain such funding.

 Response: In response to the Staff’s comment, the Company has revised
the sections in the Amendment titled “Summary of the Proxy Statement/Prospectus – Summary Unaudited Pro Forma Condensed Combined Financial Information” on pages 44 to 47, “The Business Combination
– Redemption Rights” on page 166, “Unaudited Pro Forma Condensed Combined Financial Information – Basis of Pro Forma Presentation” on pages 206 to 210, “Notes to Unaudited Pro Forma Condensed Combined
Financial Information – Note 1. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information” on pages 212 to 216, and “Beneficial Ownership of New Nuvini Securities” on pages 329 to 330.

 4

 Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 210

10.
 You refer to two additional draws on the working capital loan subsequent to December 31, 2022. However,
it appears that you have only reflected the R$524,400 draw on March 21, 2023 in pro forma adjustment (b) but not the draw for R$440,470 on March 10, 2023. Please explain or revise.

Response: In response to the Staff’s comment, the Company has revised the section in the Amendment titled “Notes to Unaudited Pro Forma
Condensed Combined Financial Information – Note 1. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information” on page 211.

11.
 We note your response to prior comment 15 where you referred to the revised section on pages 210 to 217;
however, it is not clear where you discuss the Extension Promissory Instrument. As previously requested, 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 Amendment titled “Notes to Unaudited Pro Forma
Condensed Combined Financial Information – Note 1. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information” on page 213.

12.
 Please tell us and revise to clarify what the references to “(1)” and “(2)” in the
liability to equity reclassification line item in the Reconciliation of Class A and Class B pro forma shares represent.

Response: In response to the Staff’s comment, the Company has revised the section in the Amendment titled “Notes to Unaudited Pro Forma
Condensed Combined Financial Information – Note 1. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information” on page 214.

Growth Strategy, page 228

13.
 Based on your disclosure, it appears you consider a company to be in your currently engaged pipeline if you
have conducted an initial analysis. Please explain the basis for your statement that you could enter into non-binding letters of intent with any of the currently engaged companies at any time and clarify
whether any of these companies have engaged in discussion regarding an M&A transaction with the company.

 Response: In
response to the Staff’s comment, the Company has revised the section in the Amendment titled “Business of Nuvini and Certain Information About Nuvini – Growth Strategy” on pages 228 to 229.

 5

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

14.
 We note your revised disclosures in response to prior comment 22, which indicate that you utilize ARPU as a
measure of consolidated performance. Please further revise to explain how ARPU is calculated and disclose the amount for each period presented.

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

15.
 We note from your disclosures on page 54 that your SaaS solutions typically have monthly terms, which renew
automatically. Please explain, and revise to disclose, your basis for assuming monthly subscriptions will renew. In this regard, tell us and disclose the renewal rates for your monthly subscriptions for each period presented to support your
assumptions. To the extent your measure of Recurrence % is a measure of renewal or retention, revise to indicate as such. Also, disclose what this measure represents and how it is calculated.

Response: In response to the Staff’s comment, the Company has revised the sections in the Amendment titled “Risk Factors –
Risks Related to the Nuvini Group’s Business – The Nuvini Acquired Companies’ customers may choose not to renew existing engagements or enter into new engagements with the Nuvini Acquired Companies on terms acceptable to the Nuvini
Group, or at all.” on page 54, “Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Factors Affecting Nuvini S.A.’s Results of
Operations – Key Performance Indicators” on page 242, and “Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Growth through Acquisitions” on page 246.

16.
 You disclose the number of clients for each period presented on page 231. Please revise your disclosures
here to incorporate that information, and exp

United States securities and exchange commission logo
June 29, 2023
Pierre Schurmann
Chief Executive Officer
Nvni Group Ltd
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Re:Nvni Group Ltd
Registration Statement on Form F-4
Filed June 16, 2023
File No. 333-272688
Dear Pierre Schurmann:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 24, 2023 letter.
Registration Statement Filed on Form F-4
Frequently Used Terms, page i
1.You define Exchange “Ratio” as the quotient obtained by dividing (a) the Per Share
Company Value by (b) $10.00.  However, this appears to define the calculation to
determine the number of shares to be issued to former Nuvini Shareholders and not the
ratio used to exchange Nuvini Ordinary Shares held at the time of the Contribution to New
Nuvini Ordinary shares.  Please explain and revise as necessary.

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 June 29, 2023 Page 2
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
June 29, 2023
Page 2
Summary of the Proxy Statement/Prospectus
Nuvini and Nuvini S.A., page 22
2.Please revise your discussion here regarding Nuvini S.A.’s various acquisitions to include
the date of each acquisition as previously disclosed.
New Nuvini Earnout Shares, page 26
3.We note your revised disclosures in response to prior comment 4.  Please address the
following:
•Revise the first paragraph to clarify that the Earnout Agreements and Earnout Shares
all relate to acquisitions made by Nuvini S.A.
•Describe the circumstances under which Earnout Shares would not be paid to the
persons designated in the Earnout Agreements.
•Explain why such shares would ultimately be issued to Nuvini Shareholders as part of
the Transaction Consideration referred to the Business Combination Agreement.
•Ensure that the detailed information, such as dates and amounts owed, provided here
and on page 143, is consistent with the disclosures on page F-78.
Summary Historical Consolidated Financial Information of Nuvini, page 41
4.Revise to remove the disclosures here regarding the restatement of the financial
statements as of and for the year ended December 31, 2021 as you no longer label those
financial statements as restated.  Instead, revise to include a discussion of the various
errors in your risk factor disclosures on page 88 where you discuss NVNI’s material
weaknesses in internal control over financial reporting.
Summary Unaudited Pro forma Condensed Combined Financial Information, page 44
5.Please revise your description of the Minimum Cash Redemption Scenario on page 45 to
clarify that if the Minimum Cash Condition is not satisfied and such condition is not
waived by Nuvini, the Business Combination will not be completed and the shares of
Mercato Class A Common Stock submitted for redemption in connection with the
Business Combination will not be redeemed, consistent with the disclosure at the bottom
of that page.
Risk Factors
In the event that a significant number of shares of Mercato Class A Common Stock are redeemed
. . ., page 92
6.We note your response to our prior comment 8 and reissue the comment in part. Please
discuss the downward pressure potential sales of securities following additional capital
raising transactions may have on the trading price of the combined entity.

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 June 29, 2023 Page 3
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
June 29, 2023
Page 3
Certain unaudited financial information, page 157
7.We note your response to our prior comment 12 and reissue the comment. Please revise to
include the full projections presented to the board, rather than the summary provided.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 202
8.Please revise to remove the second paragraph regarding the unaudited pro forma
condensed statements of income for the year ended December 31, 2022, as it is already
disclosed in your basis of presentation discussion on page 203. To the extent you want to
include this disclosure in the introduction, revise to ensure you also address the unaudited
pro forma condensed combined statement of financial position.
Basis of Pro Forma Presentation, page 204
9.Please tell us and revise to disclose your intent to waive the minimum cash requirement, if
necessary.  Irrespective of the disclosures provided on page 30 in response to prior
comment 5, to the extent you do not intend to waive such requirement, tell us why you
believe it is appropriate to reflect redemption scenarios beyond the minimum cash
redemption scenario level.  If you intend to waive such requirement, revise to indicate as
such.  In addition, tell us why you believe it is appropriate to reflect redemption scenarios
that result in negative cash (e.g. 75% and maximum redemption scenarios) if you will not
have the cash to pay for such redemptions or revise your disclosures to explain how you
intend to fund these redemptions.  To the extent you plan to fund the redemptions with
additional financing you have yet to obtain, tell us your consideration to remove these two
columns from the presentation and instead, describe the impact of these scenarios in the
notes to the pro forma financial statements, including how you intend to pay for such
redemptions and what would happen if you were unable to obtain such funding.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 210
10.You refer to two additional draws on the working capital loan subsequent to December 31,
2022.  However, it appears that you have only reflected the R$524,400 draw on March 21,
2023 in pro forma adjustment (b) but not the draw for R$440,470 on March 10, 2023.
Please explain or revise.
11.We note your response to prior comment 15 where you referred to the revised section on
pages 210 to 217; however, it is not clear where you discuss the Extension Promissory
Instrument.  As previously requested, 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.
12.Please tell us and revise to clarify what the references to "(1)" and "(2)" in the liability to
equity reclassification line item in the Reconciliation of Class A and Class B pro forma

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 June 29, 2023 Page 4
 FirstName LastNamePierre Schurmann
Nvni Group Ltd
June 29, 2023
Page 4
shares represent.
Growth Strategy, page 228
13.Based on your disclosure, it appears you consider a company to be in your currently
engaged pipeline if you have conducted an initial analysis. Please explain the basis for
your statement that you could enter into non-binding letters of intent with any of
the currently engaged companies at any time and clarify whether any of these companies
have engaged in discussion regarding an M&A transaction with the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators, page 241
14.We note your revised disclosures in response to prior comment 22, which indicate that
you utilize ARPU as a measure of consolidated performance.  Please further revise to
explain how ARPU is calculated and disclose the amount for each period presented.
15.We note from your disclosures on page 54 that your SaaS solutions typically have
monthly terms, which renew automatically.  Please explain, and revise to disclose, your
basis for assuming monthly subscriptions will renew.  In this regard, tell us and disclose
the renewal rates for your monthly subscriptions for each period presented to support your
assumptions.  To the extent your measure of Recurrence % is a measure of renewal or
retention, revise to indicate as such.  Also, disclose what this measure represents and how
it is calculated.
16.You disclose the number of clients for each period presented on page 231.  Please revise
your disclosures here to incorporate that information, and explain the difference, if any, in
clients, customers and users.
Non-IFRS measures Key Performance Indicators, page 243
17.Please revise to move these disclosures to follow the Results of Operations discussion,
incorporating them with the disclosures beginning on page 253, such that the most directly
comparable IFRS measures are presented with equal or greater prominence to the
respective non-IFRS measures. Further, ensure net cash from (used in) operating activities
is presented with equal or greater prominence to Free Cash Flow. Refer to Question
102.10(a) of the non-GAAP C&DIs and Item 10(e)(1)(i)(A) of Regulation S-K.
18.Please change the title of your Free Cash Flow measure to Adjusted Free Cash Flow since
the measure includes adjustments other than capital expenditures.  Further, revise the
reconciliation to reflect the business acquisitions adjustment as a separate line item and
explain further what this measure, as adjusted for businesses acquisitions, is intending to
convey.  Also, revise to remove the reference to free cash flow as a performance measure
as you reconcile this measure to the most directly comparable IFRS measure of operating
cash flows. Refer to Question 102.07 of the C&DIs.
19.You disclose a limitation of the Free Cash Flow measure is that it does not include cash

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 June 29, 2023 Page 5
 FirstName LastNamePierre Schurmann
Nvni Group Ltd
June 29, 2023
Page 5
outflows for investing cash flow activity.  Since the adjustments in the periods presented
equal the cash out flows for investing activities, please revise this disclosure to further
explain this limitation.
Comparison of Fiscal Years Ended December 31, 2022 and 2021, page 250
20.Please revise your disclosures for each line item discussed and include the quantified
impact of including a full year of operations from the Nuvini Acquired Companies in
2022 compared to a partial year in 2021 to the year over year change, and revise your
explanations accordingly.  Also, provide us with a breakdown of revenue from each of the
companies acquired since fiscal 2020 for each period presented and revise to include such
information along with an explanation of any material changes or trends from period to
period, whether positive or negative. In this regard, we note that each of the acquired
companies has a decentralized management structure and retains their own sales and
marketing teams backed by Nuvini S.A.'s infrastructure.
Going Concern, Liquidity and Capital Resources, page 254
21.Please revise your disclosures on page 255 to state the total estimated seller payments
recorded by Nuvini S.A. as of December 31, 2022. Also, revise to clarify how the various
acquisition will be impacted if you are unable to meet your obligations under the Earnout
Agreements with the sellers or are unable to extend or revise such terms as you have done
in the past.
Notes to Consolidated Financial Statements for the Years ended December 31, 2022 and 2021
Note 5. Business combinations, page F-75
22.We note your revised disclosures on page F-78 in response to prior comment 27.  Please
further revise to clarify the following:
•the amount of the third installment for Effecti payable in shares;
•whether each of the three installments for Onclick are to be made in cash or shares, as
the current reference is made to both; and
•whether each of the three installments for Ipe are to be made in cash or shares.
Note 19. Share-based compensation plan, page F-101
23.You disclose here that upon completion of an IPO, all unvested shares will be subject to a
50% acceleration.  Please revise here, or as a subsequent event, to clarify that upon
consummation of the business combination 50% of the unvested awards granted under the
historical stock option plan to employees automatically vest, with the remainder being
forfeited, consistent with adjustment (k) on page 212.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 June 29, 2023 Page 6
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
June 29, 2023
Page 6
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Edward S. Best

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.

 2

 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.

 3

 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.

 4

 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.

 5

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

United States securities and exchange commission logo
April 24, 2023
Pierre Schurmann
Chief Executive Officer
Nvni Group Ltd
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Re:Nvni Group Ltd
Draft Registration Statement on Form F-1
Submitted March 27, 2023
CIK No. 0001965143
Dear Pierre Schurmann:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted March 27, 2023
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.
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.

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 April 24, 2023 Page 2
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
April 24, 2023
Page 2
Identify the majority shareholder(s) and state its ownership percentage.
3.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
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.
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.
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.
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.
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.

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 April 24, 2023 Page 3
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
April 24, 2023
Page 3
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
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.
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.
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.
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.
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

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 April 24, 2023 Page 4
 FirstName LastNamePierre Schurmann
Nvni Group Ltd
April 24, 2023
Page 4
alternate business combination, consistent with your disclosures on page 93.
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.
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).
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.
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.
Growth Strategy, page 218
19.Please expand your disclosure to describe when a target company is included in your
“current engaged pipeline.”
20.Please provide a basis for the statement that the current engaged pipeline has
approximately R$1.6 billion in net revenues and R$320 million in EBITDA expected in
fiscal year 2023.
Customers, page 221
21.We note your disclosure regarding the benefits of your solutions to the management teams
of companies acquired by Nuvini S.A. Please revise your disclosure to describe the
company’s end customer base and disclose the number of customers for the periods
presented.
Nuvini S.A. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Significant Factors Affecting Nuvini S.A.'s Results of Operations, page 231
22.We note your reference to customer count and high customer retention rates on page 213.
We further note that your business is guided by a land and expand strategy.  Please tell us
what key performance indicators management uses to monitor your ability to grow and

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 April 24, 2023 Page 5
 FirstName LastNamePierre Schurmann
Nvni Group Ltd
April 24, 2023
Page 5
retain your customer base and revise to include a quantified discussion of such measures.
We refer you to SEC Release 33-10751.
Non-GAAP Financial Measures, page 241
23.Please revise the title of this section to refer to Non-IFRS measures.  Also revise
elsewhere in this prospectus to ensure references are made to non-IFRS measures, not
non-GAAP measures, where appropriate.
24.You state that neither EBITDA nor Adjusted EBITDA should not be considered as a
measure of financial performance under IFRS.  As written, this statement appears to
indicate that EBITDA and Adjusted EBITDA are measures of financial performance
under IFRS.  Please explain or revise.
25.You also disclose that Adjusted EBITDA provides further insight into Nuvini S.A.’s
operating cash flow with the addition of adjustments that are typically one-time non-cash
expenses.  Please explain the purpose of this disclosure.  If you believe adjusted EBITDA
is a liquidity measure, revise to reconcile it to net cash used in operating activities, the
most comparable IFRS liquidity measure.  If not, revise this discussion to further explain
or consider removing the reference to operating cash flows.
Going Concern, Liquidity and Capital Resources, page 242
26.You disclose that you cannot be certain when or if your operations will generate sufficient
cash to fully fund your ongoing operations or the growth of the business.  Please revise to
state whether as of the most recent balance sheet date, your existing cash will be sufficient
to fund your operations for the next 12 months.  To the extent it will not, disclose how
long you will be able to continue to fund your operations using current available cash
resources.  Refer to Item 5.B of Form 20-F.
Nuvini S.A. Explanatory Notes to Consolidated Financial Statements for the Years Ended
December 31, 2021
Note 6. Business Combinations, page F-52
27.Please revise to disclose fixed deferred consideration for each acquisition separately from
the contingent consideration.  Refer to paragraph B65(f) of IFRS 3.  Also, disclose in
quantified terms the amount of deferred consideration that will be paid in cash versus
the amount that will be paid Nuvini Holdings Limited or New Nuvini ordinary shares and
the due dates of each for each acquisition.  Provide a similar discussion as it relates to the
contingent consideration for each acquisition.  Refer to B67(b) of IFRS 3.
Note 26. Subsequent Events, page F-77
28.Please revise to disclose whether the Business Combination will be liquidity event under
the separate agreement entered into with the Initial Investors, disclosed on page F-67, such
that the Exposure Premium will be paid.  Similarly, disclose whether the Business

 FirstName LastNamePierre Schurmann
 Comapany NameNvni Group Ltd
 April 24, 2023 Page 6
 FirstName LastName
Pierre Schurmann
Nvni Group Ltd
April 24, 2023
Page 6
Combination will be considered a Contribution Event for the subscription rights,
described on page F-69, such that those rights may be exercised by the holders.  Refer to
IAS 10 paragraph 21.
General
29.We understand that BofA Securities, the lead underwriter in your SPAC IPO, waived the
deferred underwriting commissions that would otherwise be due to it upon the closing of
the business combination. Please disclose how this waiver was obtained, why the waiver
was agreed to, and clarify the SPAC’s current relationship with BofA.
30.Please describe what relationship existed between BofA Securities and Mercato Partners
Acquisition Corporation after the close of the IPO, including any financial or merger-
related advisory services conducted by BofA. For example, clarify whether BofA had any
role in the identification or evaluation of business combination targets.
31.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Edward S. Best