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. 3)*
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Nvni Group Limited (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G50716102 (CUSIP Number) |
Pierre Schurmann c/o Nvni Group Limited, P.O. Box 10008, Willow House, Cricket Sq Grand Cayman, E9, KY1-1001 55 11 5642-3370 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/10/2025 (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
Pierre Schurmann | ||||||||
| 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)
PF | ||||||||
| 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
1,590,087.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.84 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes 146,512 Ordinary Shares held by Pierre Schurmann, 1,426,810 Ordinary shares held by Heru Investment Holdings Ltd. an entity controlled by Pierre Schurmann, and 16,765 Ordinary shares held by Coppi International Ltd., an entity controlled by Pierre Schurmann. (2) Includes 146,512 Ordinary Shares held by Pierre Schurmann, 1,426,810 Ordinary shares held by Heru Investment Holdings Ltd. an entity controlled by Pierre Schurmann, and 16,765 Ordinary shares held by Coppi International Ltd., an entity controlled by Pierre Schurmann. (3) The percentage set forth in row (13) is based on the Issuer's 10,032,710 Ordinary Shares outstanding on October 13, 2025. *On March 27, 2025, Pierre Schurmann was issued 350,000 Class FF Shares for a total subscription price of US$3.50, with each class FF share having 1,000 votes.
SCHEDULE 13D
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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, Cricket Sq, Grand Cayman,
CAYMAN ISLANDS
, KY1-1001. |
| Item 2. | Identity and Background |
| (a) | Pierre Schurmann |
| (b) | P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, Cayman Islands KY1-1001. |
| (c) | The Reporting Person is the Chief Executive Officer and Chair of the board of directors 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 October 10, 2025, Heru Investment Holdings Ltd. acquired 32,000 ordinary shares of the Company. Heru Investment Holdings Ltd. is controlled by the Reporting person, Pierre Schurmann. | |
| Item 4. | Purpose of Transaction |
the Reporting person acquired the securities described in this Schedule 13D for investment purposes. Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. | |
| 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 1,590,087 Ordinary Shares of the Issuer, which represents 15.84% of the Issuer's Ordinary Shares, based on 10,032,710 outstanding Ordinary Shares as of October 13, 2025. |
| (b) | The Reporting Person beneficially owns 1,590,087 shares of the Issuer's Ordinary Shares and exercises voting and dispositive control over such Ordinary Shares. |
| (c) | Not applicable. |
| (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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