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 November 2024
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 ☐
Convertible
Promissory Note Purchase Agreement
On
November 1st, 2024, Nvni Group Limited (“Nuvini” or the “Company”) entered into a Convertible Promissory
Note Purchase Agreement (the “Note Purchase Agreement”) with Heru Investment Holdings Ltd., an entity controlled by
the Company's Chief Executive Officer, and other investors (collectively, the “Investor”), for the purchase of convertible
promissory notes (the “Convertible Notes”) in the principal amount of at least $2,900,000 and up to $5,000,000. The
Convertible Notes shall mature within 12 months from the issuance date (the “Maturity Date”) and interest shall accrue
at an annual rate of 5.00%, calculated on the basis of a 365-day year. Prior to the Maturity Date, the Investors shall have the option
to convert the Convertible Notes into ordinary shares of the Company resulting from the division of the principal amount and accrued
interest under the Convertible Notes by a conversion price of $1.10 per ordinary share. The transaction is expected to close within 90
days.
The
foregoing summary of the Note Purchase Agreement, the Convertible Notes are qualified by reference to the form of such documents, copies
of which are filed as exhibits to this report and incorporated herein by reference
Forward
Looking Statements
This
Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”
and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal
with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties, and
actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements
in this Report. The forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including
those discussed under the heading “Risk Factors” in the Company’s Registration Statement in Form F-4 filed with the
U.S. Securities and Exchange Commission on September 6, 2023 under number 333-272688, and in any subsequent filings with the SEC. Except
as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to
websites and social media have been provided as a convenience, and the information contained on such websites is not incorporated by
reference into this Report. The Company is not responsible for the contents of third party websites.
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.
| |
NVNI
GROUP LIMITED |
| |
|
|
| Date:
November 1, 2024 |
By: |
/s/
Pierre Schurmann |
| |
Name: |
Pierre
Schurmann |
| |
Title: |
Chief
Executive Officer |
3
Exhibit 10.1
NVNI GROUP, LTD.
CONVERTIBLE PROMISSORY NOTE PURCHASE
AGREEMENT
This CONVERTIBLE
PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2024, is entered into by and between
NVNI GROUP, Ltd., a Cayman Islands company (the “Company”), and Heru Investment Holdings Limited, a company established
under the laws of British Virgin Islands (the “Investor”). The Company and the Investor are hereinafter collectively
referred to as the “Parties” and each individually as a “Party.”
WHEREAS, on the
terms and subject to the conditions set forth herein, the Investor desires to purchase from the Company, and the Company desires to sell
to the Investor, a convertible promissory note in the principal amount of at least US$ 2,900,000 up to US$ 5,000,000 (the “Principal
Amount”).
NOW, THEREFORE,
in consideration of the foregoing and the representations, warranties, and conditions set forth below, the Parties, intending to be legally
bound, hereby agree as follows:
1. General Definitions. As used in this Agreement, the following capitalized terms have the following meanings:
“Affiliate”
shall mean, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control
with such Person. “Control”, “Controlled”, “Controlling” or “under common Control with”
with respect to any Person shall mean having the ability to direct the management and affairs of such Person, whether through the ownership
of voting securities, by contract or otherwise, and such ability shall be deemed to exist when any Person holds a majority of the outstanding
voting securities, or the economic rights and benefits, of such Person.
“Act” shall mean the U.S. Securities
Act of 1933, as amended.
“Agreement” has the meaning set forth in the preamble.
“Business Day” shall
mean any day except a Saturday, a Sunday or a public holiday in the United States of America.
“Closing” has the meaning set forth in
Section 2(b) hereof.
“Closing Certificate” has the meaning
set forth in Section 2(d) hereof.
“Company” has the meaning set forth in the preamble.
“Conversion” has the meaning set forth
in Section 5(b)(i) hereof.
“Conversion Price” shall mean US$1.1 per Share.
“Conversion Shares” shall mean the Shares
issuable upon conversion of the Note as set forth in Section 5 hereof.
“Encumbrance”
means (i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention,
security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of
any Person, including without limitation any right granted by a transaction which, in legal terms, is not the granting of security
but which has an economic or financial effect similar to the granting of security under applicable law, (ii) any lease, sub-lease,
occupancy agreement, easement or covenant granting a right of use or occupancy to any Person, (iii) any proxy, power of attorney,
voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any
Person and (iv) any adverse claim as to title, possession or use.
“Governmental
Authority” shall mean (a) any nation or government or any province or state or any other political sub-division thereof; (b)
any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government; (c) any court, tribunal or arbitrator; and (d) any stock exchange or self-regulatory organization.
“Investor” has the meaning set forth
in the preamble.
“Issuance Date” shall mean the date on
which the Note is issued.
“Maturity Date” shall mean the date that
is twelfth (12) months from the date of the Issuance Date.
“Note” has the meaning set forth in Section 2(a) hereof.
“Party” and “Parties”
has the meaning set forth in the preamble.
“Person”
shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability
company, an unincorporated association, a joint venture or other entity (whether or not having separate legal personality) or a Governmental
Authority.
“Principal Amount” has the meaning set
forth in the preamble.
“Purchase Option” shall have the meaning assigned
to such term in Section 12(m).
“Shares” means the Shares, par value
US$0.0001 per share, of the Company’s ordinary shares.
“Subsidiary” means at any time, any Person
(other than a natural person) that the Company directly or indirectly Controls.
“US$” shall mean
United States Dollars, the lawful currency of the United States of America.
2. The Note.
(a) Issuance
of Note. At the Closing, subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the
Investor, and the Investor agrees to purchase, a convertible promissory note in the form of Exhibit A hereto at least US$
2,900,000 up to US$ 5,000,000 in the Principal Amount (the “Note”).
(b) Mixed
Funding Structure. The Parties agree that the funding round will consist of a combination of direct cash payments and the conversion
of existing commercial notes into ordinary shares of the Company (the “Mixed Funding Structure”). Specifically, a portion
of the investment shall be provided as a cash payment, while the remaining portion will involve the conversion of existing commercial
notes held by the Investor into ordinary shares at the predetermined Conversion Price as defined in this Agreement. This Mixed Funding
Structure is designed to enhance financial flexibility for the Company and demonstrates a commitment to aligning investor interests with
the Company’s strategic financial goals.
(c) Closing.
The sale and purchase of the Note shall take place at a closing (the “Closing”) at a place determined by the
Company at 9.A.M. New York time on a date that is no later than 90 days after the date hereof or at such other time or on such other
date as agreed upon in writing by the Parties (the “Closing Date”), subject to the fulfillment or waiver of each of the
closing conditions set forth in Section 11. The Parties agree that all transactions at the Closing shall be deemed to occur
simultaneously and none of them shall be deemed to have occurred until the conclusion of the Closing.
(d) Deliveries
by the Investor. On or before the Closing Date, the Investor shall pay the amount of at least US$ 2,900,000 up to US$ 5,000,000
by wire transfer in immediately available funds to the Company’s bank account designated by the Company in a written notice to
the Investor.
(e) Deliveries
by the Company. At the Closing, the Company shall deliver to the Investor (i) a Note in the amount of the Principal Amount, and
(ii) a certificate (the “Closing Certificate”), signed by a duly authorized officer or director of the Company
and dated the date of the Closing, to the effect that the conditions set forth in Section 11 have been satisfied.
3. Interest. Interest shall accrue on the unpaid principal sum of this Note at an annual rate equal to five percent (5.00%) commencing on the Closing Date and including the date on which this Note is paid in full. Interest shall be calculated on the basis of a year of 365 days and charged for the actual number of days elapsed. The interest will be due and payable on or before the Maturity Date.
4. Redemption Rights. The following redemption rights shall apply to the Note:
(a) Maturity
Redemption. If the Note is not converted into Conversion Shares prior to the Maturity Date as provided in Section 5 hereof, the
Company shall redeem the Note by paying the Investor the Principal Amount on the Maturity Date.
(b) Surrender
of the Note. The Company shall pay the Investor the Principal Amount on the Maturity Date to redeem the Note pursuant to Section
4(a), and simultaneous therewith the Investor shall surrender the Note to the Company at the location specified by the Company.
5. Conversion.
(a) Conversion.
Prior to the Maturity Date, the Investor shall have the option to convert the Note into such number of fully-paid and non-assessable
Conversion Shares as derived by dividing the Principal and Accrued Interest Amount by the Conversion Price, The Conversion Price
shall be proportionally decreased and the number of Conversion Shares issuable upon conversion of the Note shall be proportionally
increased to reflect any share split of the Shares. The Conversion Price shall be proportionally increased and the number of
Conversion Shares issuable upon conversion of the Note shall be proportionally decreased to reflect any combination of the Shares.
Conversion Shares are Shares and the Investor will have the rights of a holder of Shares under the Articles of Incorporation and the
Bylaws of the Company, and such rights are the same as the rights of other holders of Shares. The Company shall take all actions
necessary to authorize and effect the issuance of such Conversion Shares.
(b)
Conversion Procedure.
(i) Conversion.
Upon the conversion of the Note (the “Conversion”) into Conversion Shares under Section 5(a) above, the Investor
shall surrender the Note, duly endorsed, at the office of the Company, and as soon as practicable thereafter, the Company shall make
an entry or entries in the stock ledger of the Company and issue and deliver to the Investor the following items:
(1)
A stock certificate (x) representing the number of Conversion Shares to which the Investor shall be entitled upon conversion and (y)
evidencing the Investor as the holder of the Conversion Shares with the rights of a holder of Shares under the Articles of
Incorporation and the Bylaws of the Company, such rights being the same as the rights of other holders of Shares.
(2)
A copy of the updated stock ledger of the Company evidencing the Investor as the holder of the Conversion Shares to which the
Investor shall be entitled upon conversion.
(3)
A true and complete copy certified by a director of the Company, of the resolutions duly and validly adopted by the board of
directors of the Company, evidencing its approval of the issuance and allotment of the Conversion Shares to the Investor.
The conversion
under Section 5(a) shall be deemed to have been made immediately prior to the close of business on the date of the Conversion, and the
Investor shall be treated for all purposes as the record holders of such Conversion Shares as of and from such date.
(ii) Fractional
Shares; Effect of Conversion. No fractional shares shall be issued upon the Conversion. In lieu of the Company issuing
any fractional shares to the Investor upon the Conversion, the number of Conversion Shares shall be rounded up.
(c) No
Interest upon Conversion. For the avoidance of doubt, the Investor shall not be entitled to any interest if the Note is
converted into Conversion Shares under Section 5(a) above.
6. Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investor, as of the date hereof, as of the
Closing and as of the date of the Conversion, as follows:
(a) Organization
and Authority. Each of the Company and its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use
its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor
any of its Subsidiaries is in material violation or default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. Each of the Company and its Subsidiaries is duly qualified to
conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification,
except to the extent that the failure to be so qualified and in good standing would not result in any material adverse effect on the
operations, financial position or condition of the Company and its subsidiaries, taken as a whole, or adversely affect the ability
of the Company to carry out its obligations hereunder and to consummate the transactions contemplated hereunder.
(b) Due
Issuance of the Note. The Note has been duly authorized and, when issued and delivered to the Investor and paid for by the
Investor pursuant to this Agreement, will be validly issued, fully paid, non-assessable, and free of any liens or Encumbrances and
issued in compliance with all applicable federal, securities laws and the Articles of Incorporation and the Bylaws of the Company.
The Conversion Shares, when issued in compliance with the provisions of the Agreement will be validly issued, fully paid and
non-assessable and free of any liens or Encumbrances, except as required by applicable laws, and issued in compliance with all
applicable federal, securities laws and the Articles of Incorporation and the Bylaws of the Company. The Conversion rights of the
Investor according to the Agreement will be valid, non-assessable and free of any liens or Encumbrances and be in compliance with
all applicable federal, securities laws and the Articles of Incorporation and the Bylaws of the Company.
(c) Authority.
It has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and
instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution and
delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite
actions on its part.
(d) Valid
Agreement. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.
(e) Noncontravention.
Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions
contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms and conditions hereof will
violate any existing agreements to which the Company or any of its subsidiaries is bound, federal, state, county or local law,
constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any
government, governmental entity or court to which the Company or any of its subsidiaries is subject, except such violation that
would not have a material adverse effect on the operations, financial position or condition of the Company and its subsidiaries,
taken as a whole, or adversely affect the ability of the Company to carry out its obligations hereunder and to consummate the
transactions contemplated hereunder.
(f)
Filings, Consents and Approvals. Neither the execution and delivery by the Company of this Agreement,nor the consummation by the
Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms
requires the filing, consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or
public body or authority, except such as have been obtained, made, given or will be made promptly hereafter and any required filing or
notification with the Securities and Exchange Commission.
(g)
Compliance with Applicable Law. There is no claim, action, suit, proceeding, arbitration, investigation or inquiry pending or, to
the best of Company’s knowledge, threatened, against or involving Company with respect to this Agreement, the transactions
contemplated hereby, the Note, or the Conversion Shares, before any national, provincial, federal, state, municipal, foreign, or
other court or governmental or administrative body or agency, or any private arbitration tribunal.
(h)
Disclosure. The Company has not made any untrue statement of a material fact related to a specific representation or warranty
contained in this Agreement, nor has the Company omitted to state any material fact necessary in order to make the specific
statements contained in this Agreement not misleading, based on the Company’s best knowledge of any foregoing statement of
forward-looking nature at the time of such statement being made.
7. Representations
and Warranties of the Investor. The Investor hereby represents and warrants to the Company as of the date hereof and as of
the Closing Date, as follows:
(a) Due
Formation. The Investor is a company duly incorporated as a company with limited liability, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, with full power and authority to own and operate and to carry on
its business in the places and in the manner as currently conducted.
(b) Authority.
The Investor has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate,
document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The
execution and delivery by the Investor of this Agreement and the performance by it of its obligations hereunder have been duly
authorized by all requisite actions on its part.
(c) Valid
Agreement. This Agreement has been duly executed and delivered by the Investor and constitutes the legal, valid and binding
obligation of the Investor, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights
generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.
(d) Consents.
Neither the execution and delivery by the Investor of this Agreement nor the consummation by it of any of the transactions
contemplated hereby nor the performance by the Investor of this Agreement in accordance with its terms requires the consent,
approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority
or any third party, except as have been obtained, made or given.
(e) No
Conflict. Neither the execution and delivery by the Investor of this Agreement, nor the consummation by it of any of the
transactions contemplated hereby, nor compliance by the Investor with any of the terms and conditions hereof will contravene any
existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or
binding upon, the Investor.
(f)
Status and Investment Intent.
(i) Not U.S. person. The Investor is not a “U.S. person” (as such term is defined in Regulation S of the Securities Act) and is not purchasing the Note for the account or benefit of any “U.S. person.”
(ii) Distribution Compliance Period. The Investor acknowledges that all offers and sales of the Note and before the end of the “distribution compliance period” (as such term is defined in Regulation S of the Securities Act) be made only in accordance with Regulation S of the Securities Act, pursuant to registration of the securities under the Securities Act or pursuant to an exemption therefrom.
(iii) Restrictive Legend. The Investor understands that the certificate evidencing the Note and the share certificate evidencing the Conversion Shares, as applicable, will bear a legend or other restriction substantially to the following effect:
“THIS NOTE
AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). NO SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE MADE
UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EITHER CASE UPON THE RECEIPT OF AN OPINION OF U.S. COUNSEL.”
(g)
Financing. The Investor has sufficient funds available to it to purchase the Note pursuant to this Agreement.
(h) Information.
The Investor has been furnished access to all materials it has requested relating to the Company and its Subsidiaries and other due
diligence information and documents and the Investor has been afforded the opportunity to ask questions of and receive answers from
representatives of the Company concerning the foregoing, including the terms and conditions of this Agreement. The Investor has
consulted to the extent it deemed appropriate with its own advisers as to the financial, tax, legal and related matters concerning
an investment in the Note.
(i) No
Broker. No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or
commission in connection with the execution and delivery of this Agreement or the consummation of any of the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of the Investor.
(j) Experience.
The Investor has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits
and risks of its investment in the Note. The Investor is capable of bearing the economic risks of such investment, including a
complete loss of its investment.
8. Ranking.
The Note takes precedence over other unsecured indebtedness of the Company, if any, in right of payment, whether in respect of
payment of interest or upon liquidation or dissolution.
9. No
Rights as Shareholder prior to Conversion. Other than as provided in this Agreement or the Note, prior to the
Conversion, the Investor shall not be entitled to vote or be deemed the holders of any equity securities of the Company that may be
issuable on the Conversion as provided herein for any purpose, nor shall anything contained herein be construed to confer upon the
Investor, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of shares, reclassification of shares, change of par value, or change of shares to no par value,
consolidation, merger, scheme of arrangement, conveyance, or otherwise) or to receive notice of meetings, or to receive in-kind
dividends or subscription rights or otherwise until the Note shall have been converted and the Conversion Shares issuable upon the
conversion hereof shall have been issued, as provided herein.
10. Replacement
of Note. If there has been loss, theft, destruction or mutilation of the Note and (a) in the case of loss, theft or
destruction, upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of the Note and of indemnity
reasonably satisfactory to it, or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute
and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the
unpaid principal amount of the Note being replaced.
11. Closing
Conditions. The obligations of the Company to issue and sell the Note as contemplated by this Agreement, and the obligations
of the Investor to pay the Principal Amount to the Company as contemplated by this Agreement shall be subject to the satisfaction,
on or before the Closing, of each of the following conditions, provided that any of which may be waived in writing by the Investor
in its sole discretion:
(a) All
corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Note shall have been completed
and all corporate and other actions required to be taken by the Investor in connection with the purchase of the Note shall have been completed.
(b)
The representations and warranties of the Company contained in Section 6 of this Agreement shall have been true and correct as the
date of this Agreement and shall be true and correct in all material respects as of the Closing; and the Company shall have
performed and complied with in all material respects all, and not be in breach or default in any material respect under any,
agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on
or before the Closing.
(c)
The representations and warranties of the Investor contained in Section 7 of this Agreement shall have been true and correct as the
date of this Agreement and shall be true and correct in all material respects as of the Closing; and the Investor shall have
performed and complied with in all material respects all, and not be in breach or default in any material respect under any,
agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on
or before the Closing.
(d)
No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether
temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the
consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or
penalties that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been
instituted by or before any Governmental Authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent,
prohibit or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this
Agreement or impose any damages or penalties that are substantial in relation to the Investor.
12.
Miscellaneous.
(a) Lockup.
Without the prior written consent of the Company, the Investor shall not sell, give, assign, hypothecate, pledge, encumber, grant a
security interest in or otherwise dispose of, or suffer to exist (except for by operation of law or otherwise) any Encumbrance on,
as applicable, any of the Note or the Conversion Shares upon the Conversion, or any right, title or interest therein or thereto,
prior to the date that is six (6) months after the Closing Date with respect to the Note, or six (6) months after the Conversion
with respect to the Conversion Shares, except for any sale or transfer to the Affiliate(s) of the Investor, provided that such
Affiliate(s) of the Investor agree(s) to be bound by the terms of this Agreement (including this Section 12(a)).
(b) Termination.
This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time prior to Closing, (i) by
mutual agreement of the Parties, (ii) by the Company in the event that the Closing has not occurred by the date that is 30 days from
the date of this Agreement. Nothing in this Section 12(b) shall be deemed to release any Party from any liability for any breach of
this Agreement prior to the effective date of such termination.
(c) Governing
Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving effect
to the conflicts of law principles thereof.
(d) Resolution.
Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the
interpretation, performance breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of
any Party to the dispute with notice (the “Arbitration Notice”) to the other Party.
(i) This
Subscription Agreement shall be governed by, and construed in accordance with, the Cayman Law. The Parties agree that any dispute related
hereto shall be held in a court of competent jurisdiction in the Cayman Law.
(ii) In
the event of any dispute between the Parties concerning the terms and provisions of this Subscription Agreement, the prevailing party
in such dispute shall be entitled to recover its reasonable attorney’s fees and costs incurred therein.
(iii)
Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing
complete access to all information and documents reasonably requested by such other party in connection with such arbitral
proceedings, subject only to any confidentiality obligations binding on such part.
(i) The award of the arbitral tribunal
shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for
enforcement of such award.
(ii)
During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except
with respect to the part in dispute and under adjudication.
(e) Amendment.
This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.
(f) Binding
Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective heirs,
successors and permitted assigns.
(g) Assignment.
Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Investor without
the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and
void, except for the assignment to the Affiliate(s) of the Investor, provided that such Affiliate(s) of the Investor agree(s) to be
bound by the terms of this Agreement.
(h) Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given, on the date sent if
sent by telecopier, tested telex or prepaid telegram, on the next Business Day following delivery if sent by courier or on the day
of attempted delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid, and
properly addressed as follows:
Nvni Group Limited
P.O. Box 10008, Willow House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
Attn: Pierre Schurmann
with a copy (which shall not constitute notice) to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st floor
New York, NY 10036
Attn: Ross David Carmel, Esq.
If to the Investor, at:
Heru Investment Holdings Ltd
1st Floor, Irvine's Place,
159 Main Street, P.O. Box 2132,
Road Town, Vg1110
Tortola, British Virgin Islands
Attn: Pierre Schurmann
Any Party may change its address for
purposes of this Section 12(h) by giving the other Party a written notice of the new address in the manner set forth above.
(i) Entire
Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the
matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to
the matters covered hereby are merged and superseded by this Agreement.
(j) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.
(k) Fees
and Expenses. Except as otherwise provided in this Agreement, each Party will be responsible for all of its own expenses
incurred in connection with the negotiation, preparation and execution of this Agreement.
(l) Specific
Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed
in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity.
(m) Purchase
Option. The Parties agree that until the fifth anniversary of the Maturity Date, the Investor shall have additional
participation right, which allows the Investor to purchase an additional convertible promissory note in the amount of $2, 100,000,
at the same price and upon the same terms stated herein (the “Purchase Option”).
(n) Headings.
The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not
expressly or by implication limit, define or extend the specific terms of the section so designated.
(o)
Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties
have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first
written above.
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COMPANY: |
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NVNI GROUP, LTD. |
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/s/ |
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Name: |
Pierre Schurmann |
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Title: |
Chief Executive Officer |
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INVESTOR: |
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Heru Investment Holdings Limited |
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/s/ |
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Name: |
Pierre Schurmann |
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Title: |
Director |
10
Exhibit 10.2
EXHIBIT
A
FORM
OF NOTE
THIS
NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). NO SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE MADE UNLESS
EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EITHER CASE UPON THE RECEIPT OF AN OPINION OF U.S. COUNSEL.
NVNI
GROUP, LTD.
a
Cayman Islands Company
CONVERTIBLE
PROMISSORY NOTE
FOR
VALUE RECEIVED, NVNI GROUP, LTD., a Cayman Islands company (the “Company”), hereby unconditionally and irrevocably
promises to pay to the order of HERU INVESTMENT HOLDINGS LIMITED (the “Investor”), in lawful money of the United States
of America the principal sum of [US$], together with the interest, if any, provided in the Note Purchase Agreement (as defined below).
This Note is a “Note” issued pursuant to the Convertible Promissory Note Purchase Agreement dated [●], 2024 (as amended,
modified or supplemented, the “Note Purchase Agreement”) between the Company and the Investor. All capitalized terms
used herein have the meanings assigned to those terms in the Note Purchase Agreement, unless otherwise defined herein. This Note is convertible
into certain securities of the Company in accordance with the Note Purchase Agreement.
Unless
this Note is earlier redeemed by the Company or converted into Conversion Shares, in each case on terms and conditions of the Note Purchase
Agreement, all unpaid principal, together with the interest, if any, shall be due and payable on the Maturity Date. The terms of payment
of principal and the interest, if any, shall be in accordance with the terms and conditions of the Note Purchase Agreement.
This
Note may be discharged, terminated, amended, supplemented or otherwise modified only by an instrument in writing signed by the party
against which enforcement of such discharge, termination or modification is sought.
No
failure by the Investor hereof to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent
upon a breach hereof shall constitute a waiver of any such term or of any such breach. No waiver of any breach shall affect or alter
this Note, which shall continue in full force and effect, or shall affect or alter the rights of the Investor with respect to any other
then existing or subsequent breach. The remedies herein are cumulative and are not exclusive of any remedies provided by law. The acceptance
by the Investor of any payment hereunder that is less than payment in full of all amounts due at the time of such payment shall not without
the express written consent of the Investor: (i) constitute a waiver of the right to exercise any of Investor’s remedies at that
time or at any subsequent time, (ii) constitute an accord and satisfaction, or (iii) nullify any prior exercise of any remedy.
The
holding of any provision of this Note to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other
provisions and the other provisions of this Note shall remain in full force and effect.
This
Note shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard
to the principles of conflicts of law thereof.
IN
WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first written above.
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NVNI GROUP, LTD. |
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By: |
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Name: |
Pierre
Schurmann |
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Title: |
Chief
Executive Officer |
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