Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Nvni Group Limited (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G50716102 (CUSIP Number) |
Luiz Busnello c/o Nvni Group Limited, P.O. Box 10008, Willow House, Cricket Sq Grand Cayman, E9, KY1-1001 55-11-98202-2121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G50716102 |
| 1 |
Name of reporting person
Luiz Busnello | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BRAZIL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,124,070.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.55 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Represents 900,192 shares of Nvni Group Limited's (the "Issuer") ordinary shares, par value $0.00001 per share ("Ordinary Shares") underlying options granted to Luis Busnello (the "Reporting Person") under the Nuvini S.A. Stock Option Plan. (2) Represents 5,124,070 Ordinary Shares for which Labsyl Ltd. ("Labsyl") is the record holder. The Reporting Person is the controlling member of Labsyl with the power to vote and dispose of such Ordinary Shares. (3) Represents 4,029,070 Ordinary Shares issued to the Reporting Person on July 2, 2025 for deferred compensation owed. (4) The percentage set forth in row (13) is based on the Issuer's 92,257,843 Ordinary Shares outstanding on July 2, 2025, based on the 34,553,071 Ordinary Shares outstanding as disclosed in the Issuer's Annual Company Report on Form 20-F filed with the Securities and Exchange Commission ("SEC") on April 30, 2025, the additional 662,941 Ordinary Shares issued and outstanding as disclosed in the Issuer's Form 6-K filed with the SEC on January 11, 2024, the additional 226,470 Ordinary Shares issued and outstanding as disclosed in the Issuer's Form 6-K filed with the SEC on February 20, 2024, the 3,680,982 Ordinary Shares issued and outstanding as disclosed in the Issuer's Form 6-K filed with the SEC on December 31, 2024. *Includes 150,000 Class FF Shares, par value US$0.00001 per share, with each class FF share having one thousand votes, owned by the Reporting Person.
SCHEDULE 13
D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
Nvni Group Limited |
| (c) | Address of Issuer's Principal Executive Offices:
P.O. Box 10008, Willow House, Willow House, Cricket Sq, Grand Cayman,
CAYMAN ISLANDS
, KY1-1001. |
| Item 2. | Identity and Background |
| (a) | Luiz Busnello |
| (b) | P.O. Box 10008,Willow House, Cricket Square, Grand Cayman, Cayman Islands KY1-1001. |
| (c) | The Reporting Person is the Chief Financial Officer and a member of the Board of the Issuer. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a Brazilian citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On June 27, 2025 Heru, Investment Holdings Ltd. transferred (i) 167,648 Ordinary Shares to Coppi and (ii) 330,177 Ordinary Shares to Mercato Partners Acquisition Group LLC ("Mercato"). The Ordinary Shares transferred to Coppi (167,648 shares) and Mercato (330,177 shares) were transferred by Heru. These transfers did not involve the payment of funds; rather, they were effected through the reallocation of previously held securities. Accordingly, the source of the securities is classified as "Other" (OO). On June 27, 2025, the Ordinary Shares acquired by Luiz Busnello, in the amount of 4,029,070 shares, were issued by the Issuer in exchange for advisory services rendered by the Reporting Person. No cash consideration was paid for these shares. Accordingly, the source of funds for this acquisition is classified as "SC" (Subject Company), as the securities were issued directly by the Issuer to the Reporting Person as compensation. | |
| Item 4. | Purpose of Transaction |
The Reporting Person caused the transfer of 497,825 shares of the Issuer from Heru Investment Holdings Ltd. to the following entities: Coppi and Mercato. The transfers were made to facilitate an internal reallocation of ownership interests among entities controlled or influenced by the Reporting Person. The Reporting Person retains voting power over certain of these shares pursuant to an irrevocable power of attorney. The Reporting Person received 4,029,070 Ordinary Shares as part of an equity conversion transaction relating to advisory compensation owed by the Issuer. The shares were issued in the ordinary course of business in lieu of cash consideration and were not acquired with the purpose of changing or influencing control of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Amendment to the Initial Schedule 13D, the Reporting Person beneficially owns 5,124,070 shares of Ordinary Shares of the Issuer, which represents 5.55 % of the Issuer's Ordinary Shares, based on 92,257,843 outstanding Ordinary Shares as of July 2, 2025. |
| (b) | The Reporting Person beneficially owns 5,124,070 shares of the Issuer's Ordinary Shares and exercises voting control over 155,124,070 Ordinary Shares and dispositive control over 5,124,070 Ordinary Shares, taking into account 150,000 Class FF Shares with each class FF share having one thousand votes, owned by the Reporting Person |
| (c) | On June 27 ,2025, Heru Investment Holdings Ltd., transferred an aggregate of 497,825 Ordinary Shares of the Issuer. Of these, 167,648 shares were transferred to Coppi, and 330,177 shares were transferred to Mercato. On June 27, 2025, the Issuer issued a total of 5,906,976 Ordinary Shares to various individuals, including members of the Issuer's board of directors, in connection with the conversion of accrued advisory and service compensation into equity. The shares were issued at a conversion price of US$0.43 per share, based on a calculation date of May 7, 2025. As part of this transaction, the Reporting Person received 4,029,070 Ordinary Shares in satisfaction of $ 1,732,500.00 in advisory compensation owed to him by the Issuer. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as set forth elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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