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 February 2026

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 ☐

~~Resignation~~EXPLANATORY ~~of CFO~~ NOTE

OnWe ~~February~~are ~~10,~~amending ~~2026,~~our ~~Nuvini~~Report ~~Group~~of ~~Limited~~Foreign ~~(Nasdaq:~~Private ~~NVNI)~~Issuer on Form 6-K originally furnished to the U.S. Securities and Exchange Commission on September 30, 2025 (the “~~Company~~Original Filing”), for ~~announced~~ the ~~resignation~~purpose of ~~Roberto~~correcting ~~Otero~~errors asin ~~Chief~~the ~~Financial~~unaudited ~~Officer.~~interim ~~The~~consolidated ~~Company’s~~ financial ~~functions~~ ~~will~~statements ~~continue~~and the notes to bethe ~~managed~~unaudited byinterim consolidated ~~Pierre~~financial ~~Schurmann,~~statements ~~Chief~~relating ~~Executive~~to ~~Officer,~~the ~~and~~accounting ~~Gustavo~~for ~~Usero,~~the ~~Chief~~Smart ~~Operating~~NX ~~Officer~~deconsolidation and the Munddi acquisition.

~~Mr.~~Subsequent ~~Otero’s~~to ~~resignation~~the isinitial ~~not~~issuance ~~due~~of tothe ~~any~~unaudited interim ~~disagreement~~financial ~~with~~statements as of and for the ~~Company~~ six-months ended June 30, or2025, the Company’s ~~management,~~concluded onthat ~~any~~the ~~matter~~previously issued unaudited interim consolidated financial statements contained errors relating to the ~~Company’s~~accounting for the Smart NX deconsolidation and the Munddi acquisition. In addition to the restatement of the financial ~~reporting~~statements, ~~accounting~~certain ~~practices,~~historical ~~internal~~information within the notes to the audited ~~controls,~~interim ~~operations,~~consolidated orfinancial ~~policies~~statements has also been restated to reflect the correction of the restatement adjustments.

AThe ~~copy~~Company has evaluated the effect of the ~~press~~incorrect presentation, ~~release~~both isqualitatively ~~furnished~~and quantitatively, and concluded that it had a material impact individually and, in the aggregate, as evaluated ~~Exhibit~~under 99the Securities and Exchange Commission Staff Bulletin No.1 to99, ~~this~~Materiality ~~report~~and IAS 8, Accounting Policies, Changes in Accounting Estimates and Error on ~~Form~~the ~~6-K~~previously filed unaudited interim consolidated financial statements.

Note 3 of the attached unaudited interim financial statements as of and for the six-months ended June 30, 2025, as restated, include a description of the main line items impacted by the restatement illustrating the effect of the error corrections thereon.

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		~~Press~~Unaudited ~~Release~~interim ~~dated~~consolidated ~~February~~statements 10as of and for the six-month period ended June 30, ~~2026.~~2025
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

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: February 11, 2026	By:	/s/ Pierre Schurmann
Date: February 23, 2026	By:	/s/ Pierre Schurmann
	Name:	Pierre Schurmann
	Title:	Chief Executive Officer

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