UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-41823

Nvni Group Limited

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

Grand Cayman, Cayman Islands KY1-1001

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒  Form 40-F ☐ 

EXPLANATORY NOTE

FY2025 EBITDA Guidance and Business Outlook

On October 16, 2025, Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer and operator of vertical market SaaS businesses in Latin America, provided its fiscal year 2025 and outlined key drivers of its growth strategy. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.

Nasdaq Minimum Bid Price Deficiency Letter

On October 14, 2025, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has determined to delist the Company’s securities from The Nasdaq Capital Market (the “Delisting Determination Letter”). The determination was made as a result of the Company’s failure to maintain compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”), which requires listed securities to maintain a minimum bid price of $1.00 per share.

As previously disclosed, on April 14, 2025, the Company was notified by Nasdaq that the bid price of its listed security had closed at less than $1.00 per share for 30 consecutive business days, and the Company was provided 180 calendar days, or until October 13, 2025, to regain compliance.

On October 20, 2025, the Company issued a press release regarding the Delisting Determination Letter. A copy of the press release is furnished as Exhibit 99.2.

Nasdaq Minimum Bid Price Compliance Letter

To address the compliance issue, as previously disclosed on the Form 6-K filed with the Securities and Exchange Commission on October 6, 2025, the Company completed a share consolidation (the “Consolidation”) of the issued and outstanding ordinary shares (the “Ordinary Shares”) of the Company on the basis of one (1) post-Consolidation Ordinary Share for every ten (10) pre-Consolidation Ordinary Share. The post-Consolidation Ordinary Shares commenced trading on The Nasdaq Capital Market at market open on October 6, 2025, under the new CUSIP number G50716128.

Following the Consolidation, the Company’s ordinary shares have maintained a bid price above $1.00 per share.

Subsequently, on October 20, 2025, the Company received a letter from Nasdaq notifying the Company that it has regained compliance with the Minimum Bid Price Rule and is therefore in compliance with the continued listing requirements for the Nasdaq Capital Market (the “Compliance Letter”).

The Compliance Letter states that for 10 consecutive business days from October 6, 2025, through October 16, 2025, the closing bid price of the Company’s ordinary shares was at least $1.00 per share or greater. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and this matter is now closed.

On October 20, 2025, the Company issued a press release regarding the Compliance Letter. A copy of the press release is furnished as Exhibit 99.2.

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3

Exhibit 99.1

Nuvini Provides FY2025 EBITDA Guidance and Business Outlook

NEW YORK, Oct. 16, 2025 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer and operator of vertical market SaaS businesses in Latin America, today provided its fiscal year 2025 and outlined key drivers of its growth strategy.

For the twelve months ending December 31, 2025, Nuvini expects to generate approximately R$50 to R$60 million of EBITDA, excluding the impact of acquisitions. At its current market value of roughly $45 million, the midpoint of guidance implies an EV/EBITDA multiple below 4.5x, underscoring the substantial disconnect between fundamentals and valuation.

Targets in the Company’s current acquisitions pipeline with signed letters of intent, if acquired, would contribute to an increase in the Company’s annualized run-rate EBITDA to approximately R$85–95 million by the end of Q1 2026.

Management also highlighted ongoing initiatives to reduce the Company’s cost of capital for future acquisitions from roughly 20% to 12% per annum, which will make acquisitions deeply accretive if executed at 4x to 6x EBITDA multiples. These acquired SaaS businesses have 90%+ retention, strong cash conversion rates in line with our current portfolio (65% +) and are very well positioned on the SaaS rule of 40, a financial metric that states a company's revenue growth rate plus its profit margin should equal or exceed 40% to indicate a healthy, high-performing business. Also, they should benefit from Nuvini’s current AI strategy across both cost and revenue functions.

Pierre Schurmann, Founder and CEO, stated, “Through this EBITDA guidance, we wanted to provide investors with transparency into our 2025 financial trajectory. Our model is simple: disciplined acquisitions at attractive multiples, consistent organic growth, and a lower cost of capital, all translating into compounding EBITDA. We believe in the next 5 years the business could be a $100m+ EBITDA business while maintaining high cash conversion rates.

Our financial architecture mirrors what successful software consolidators such as Roper Technologies (Nasdaq: ROP) and Constellation Software (TSE: CSU) have achieved. We aim to replicate that durable, high-margin model in Latin America with a relentless focus on return on invested capital while focusing on a low net debt to EBITDA.”

Gustavo Usero, Chief Operating Officer, added, “From my past experience at Constellation Software and what I’ve learned from other serial acquirers, there is a clear opportunity to increase EBITDA margins to best-in-class levels like Constellation Software and Roper Technologies. By integrating AI across every function, supported by partnerships such as Oracle, we’re unlocking a new phase of operational leverage. AI is already driving both revenue and cost efficiencies across the Nuvini ecosystem.”

About Nuvini

Headquartered in São Paulo, Brazil, Nuvini is Latin America’s leading acquirer of business to business (B2B) software as a service (SaaS) companies. The Company focuses on acquiring profitable, high-growth SaaS businesses with strong recurring revenue and cash flow generation. By fostering an entrepreneurial environment, Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The Company’s long-term vision is to buy, retain, and create value through strategic partnerships and operational expertise.

Forward-Looking Statements

Statements about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation: the Company’s ability to complete the potential acquisitions on the anticipated timeline or at all; general market conditions that could affect the consummation of the potential acquisition; if definitive documents with respect to a potential acquisition are executed, whether the parties will achieve any of the anticipated benefits of any such transactions; and other factors discussed in the “Risk Factors” section of the Company’s Ǫuarterly and Annual Reports filed with the Securities and Exchange Commission (“SEC”) and the risks described in other filings that the Company may make with the SEC. In particular, there are no assurances that Nuvini will be able to successfully complete the acquisitions with signed letters of intent, and, once acquired, that the anticipated levels of EBITDA will be achieved. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. We caution you, therefore, against relying on any of these forward-looking statements.

Nuvini Investor Relations Contact

Sofia Toledo
ir@nuvini.co

MZ North America
NVNI@mzgroup.us

Exhibit 99.2

Nuvini Regains Full Compliance with Nasdaq

~ Confirms 2026 EBITDA Targets ~

~ Reaffirms Plan to Announce Long-Term Profitability and Value-Creation Goals in the Coming Weeks ~

NEW YORK, Oct. 20, 2025 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer and operator of vertical market SaaS businesses in Latin America, received a written delisting determination notice on October 14, 2025 from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had determined that the Company’s securities would be scheduled for delisting from the Nasdaq Capital Market and would be suspended at the opening of business on October 23, 2025, unless the Company requested an appeal of such determination by October 21, 2025. The delisting determination had been issued because the bid price of the Company’s ordinary shares had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”), and the Company is not eligible for a second 180-day period to regain compliance because it does not comply with the minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market.

Subsequently, as of October 20, 2025, Nuvini has received written notice from the Nasdaq indicating that Nuvini has regained full compliance with the Rule 5550(a)(2) since the ordinary shares of the Company had closed above $1 per share over a 10 consecutive business days period beginning on October 6, 2025 and ending on October 16, 2025, and the matter is now closed.

Pierre Schurmann, Founder and Chief Executive Officer of Nuvini, stated, “We’re pleased to have received Nasdaq’s confirmation of full compliance, which reaffirms the strength of our position as a listed company. We’re building a durable and profitable SaaS platform across Latin America, following the same disciplined playbook proven by Constellation Software and Roper Technologies, one that enabled both to compound value for decades. Over the coming weeks, we look forward to sharing our long-term profitability and value-creation goals, which we believe will underscore Nuvini’s significant upside and compounding potential.”

Company Outlook

For the twelve months ending December 31, 2025, Nuvini expects to generate approximately R$50 to R$60 million of EBITDA, excluding the impact of acquisitions. At its current market value of roughly $45 million, the midpoint of guidance implies an EV/EBITDA multiple below 4.5x, underscoring the substantial disconnect between fundamentals and valuation.

Targets in the Company’s current acquisitions pipeline with signed letters of intent, if acquired, would contribute to an increase in the Company’s annualized run-rate EBITDA to approximately R$85–95 million by the end of Q1 2026. The Company expects to provide more color on its long-term profitability and value-creation goals in the following weeks.

For more information, visit https://nuvini.co/.

About Nuvini

Headquartered in São Paulo, Brazil, Nuvini is Latin America’s leading acquirer of business to business (B2B) software as a service (SaaS) companies. The Company focuses on acquiring profitable, high-growth SaaS businesses with strong recurring revenue and cash flow generation. By fostering an entrepreneurial environment, Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The company’s long-term vision is to buy, retain, and create value through strategic partnerships and operational expertise.

Forward-Looking Statements

Statements about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation: the Company’s ability to complete the potential acquisitions on the anticipated timeline or at all; general market conditions that could affect the consummation of the potential acquisition; if definitive documents with respect to a potential acquisition are executed, whether the parties will achieve any of the anticipated benefits of any such transactions; and other factors discussed in the “Risk Factors” section of the Company’s Ǫuarterly and Annual Reports filed with the Securities and Exchange Commission (“SEC”) and the risks described in other filings that the Company may make with the SEC. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. We caution you, therefore, against relying on any of these forward-looking statements.

Nuvini Investor Relations Contact

Sofia Toledo
ir@nuvini.co

MZ North America
NVNI@mzgroup.us