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 April 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 offices)

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 ☐

Item 8.01. ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events.

~~Entry~~As previously disclosed, on April 3, 2026, Nvni Group Limited entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Beyondsoft International (Singapore) Pte. Ltd., a company incorporated under the laws of Singapore (the “Seller”), pursuant to which the Company has agreed to acquire 51% of the total issued share capital of a new holding company to be established in connection with a restructuring of the Seller’s IT consulting and services business with operations in the United States, Brazil and Singapore (the “Acquisition”).

On April 3 9, 2026, ~~Nvni Group Limited (~~the “ Company”) ~~entered~~published ~~into~~an ~~a Share Purchase Agreement (the “Share Purchase Agreement”) with Beyondsoft International~~investor ~~(Singapore)~~presentation ~~Pte. Ltd., a company incorporated under the laws of Singapore~~ (the “~~Seller~~Presentation”), ~~pursuant~~on toits ~~which~~website ~~the Company has agreed~~ to ~~acquire~~provide ~~51% of the total issued share capital of~~ a ~~new~~strategic ~~holding~~overview ~~company to be established in connection with a restructuring~~ of the ~~Seller’s~~combined ITentity ~~consulting~~following ~~and services business with operations in~~ the ~~United States, Brazil and Singapore (the “Holdco”),~~Acquisition. ~~for~~The anPresentation ~~aggregate purchase price of $80,700,000, subject to adjustment as set forth in the Share Purchase Agreement (the “Purchase Price”). A copy of the Share Purchase Agreement~~ is ~~furnished~~available asat ~~Exhibit 10~~ir.~~1 hereto~~nuvini.ai.

~~Key~~On ~~Terms.~~April ~~The Purchase Price is payable in two equal installments: (i) 50% due on or prior to December 31~~9, 2026, ~~and~~the ~~(ii) 50%~~Company ~~due~~issued ona orpress ~~prior to December 31,~~release ~~2029,~~announcing inthe ~~each~~publishing ~~case together with simple interest accruing at a rate~~ of ~~8% per annum on~~ the ~~unpaid balance, payable quarterly commencing March 31, 2027~~Presentation. ~~The~~Copies ~~Company has the right to prepay any unpaid amounts at its sole discretion. On or prior to closing, the Company will pledge all~~ of the ~~acquired~~Presentation ~~shares~~and in the ~~Holdco~~press torelease ~~the~~are ~~Seller~~attached hereto as ~~security~~Exhibit ~~for~~99.1 ~~payment of the Purchase Price~~ and Exhibit ~~all~~99.2, ~~accrued interest thereon~~respectively, ~~subject~~and toare ~~partial~~incorporated ~~release~~herein ~~upon~~by ~~payment of corresponding portions of the Purchase Price~~reference.

The ~~closing~~inclusion of ~~the~~any ~~transaction~~website ~~(the~~address ~~“Closing”) is subject to the satisfaction or waiver of closing conditions~~herein, including~~, among others, consummation of the restructuring of the Seller’s~~ ~~business~~in ~~into~~any ~~the~~exhibit ~~Holdco~~attached ~~structure~~hereto, ~~execution~~is ofintended ato ~~shareholders~~be ~~agreement~~an ~~among~~inactive ~~the~~textual ~~Company~~reference ~~and~~only ~~the Seller,~~ and ~~execution~~not ofan aactive ~~transition services agreement~~hyperlink. ~~Pursuant~~The toinformation ~~the shareholders agreement~~contained in, ~~the~~or ~~Seller~~that ~~will~~can be ~~entitled~~accessed tothrough, ~~appoint~~each ~~two~~such ofwebsite ~~five~~is ~~seats~~not onpart ~~the board~~ of ~~the Holdco~~this ~~and~~Form ~~will~~6-K ~~have~~nor ~~approval~~is ~~rights~~it ~~with~~incorporated ~~respect to certain specified corporate actions~~herein. ~~The acquired shares will not transfer to the Company until Closing.~~

~~The~~Cautionary ~~foregoing~~Statement ~~description~~Regarding ofForward ~~the Share Purchase~~Looking Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is furnished as Exhibit 10.1 hereto and is incorporated herein by reference. On April 6, 2026, the Company issued a press release announcing the transaction, a copy of which is furnished as Exhibit 99.1 hereto.Statements

~~Incorporation~~This Report on Form 6-K contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified by words ~~Reference~~such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “will” and similar expressions.

~~This~~These ~~report~~forward onlooking ~~Form~~statements ~~6-K~~include, iswithout limitation, ~~incorporated~~statements byregarding ~~reference into~~ the ~~Company's~~Acquisition, ~~registration~~including ~~statement~~the onexpected ~~Form~~timing ~~F-3~~and ~~filed~~completion ~~with~~thereof ~~the Securities~~ and ~~Exchange~~the ~~Commission~~anticipated ~~(Registration~~benefits ~~No.~~of the ~~333-292939)~~Acquisition.

~~Cautionary~~These ~~Statement~~statements ~~Regarding~~are ~~Forward~~based ~~Looking~~on current expectations ~~Statements~~and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others, the risk that the Acquisition may not be completed in a timely manner or at all, the failure to satisfy closing conditions or obtain required approvals, and other factors beyond the Company’s control.

~~This~~Forward ~~Report on Form 6-K contains forward~~ looking statements ~~within~~speak ~~the~~only ~~meaning~~as of the date ~~Private~~they ~~Securities~~are ~~Litigation~~made, ~~Reform~~and ~~Act~~the ofCompany ~~1995.~~undertakes ~~Forward~~no ~~looking~~obligation ~~statements~~to ~~may~~update bethem, ~~identified~~except ~~by words such~~ as ~~“anticipate,”~~required ~~“believe,”~~by ~~“expect,” “intend,” “may,” “plan,” “potential,” “will” and similar expressions~~law.

~~These~~Additional ~~forward~~Information ~~looking~~Regarding ~~statements include, without limitation, statements regarding~~ the ~~proposed share purchase, including the expected timing and completion thereof and the anticipated benefits of the transaction.~~Acquisition

~~These~~There ~~statements~~can ~~are~~be ~~based~~no onassurance ~~current~~that ~~expectations~~the Acquisition ~~and~~will ~~are~~be ~~subject~~completed toon ~~risks~~the ~~and~~terms ~~uncertainties~~described ~~that~~herein ~~could~~or ~~cause~~at ~~actual~~all. ~~results~~The tocompletion ~~differ~~of ~~materially, including, among others,~~ the ~~risk~~Acquisition ~~that the~~is ~~transaction~~subject ~~may~~to ~~not be completed in~~ a ~~timely~~number ~~manner~~of orconditions, atincluding, among ~~all~~others, the ~~failure~~receipt toof ~~satisfy~~required ~~closing~~shareholder, ~~conditions~~regulatory orand ~~obtain~~other ~~required~~ approvals, and ~~other~~the ~~factors~~satisfaction ~~beyond~~of ~~the~~other ~~Company’s~~closing ~~control~~conditions.

~~Forward~~In ~~looking~~addition, ~~statements~~the ~~speak~~success ~~only~~of asthe Acquisition, if completed, will depend in part on the ability of the ~~date~~ ~~they~~parties ~~are~~to ~~made,~~realize ~~and~~the anticipated benefits of the ~~Company~~Acquisition. ~~undertakes~~There can be no ~~obligation~~assurance that the anticipated benefits will be realized in the expected timeframe or at all. The Acquisition may also involve risks related to the ~~update~~integration ~~them~~of the businesses, ~~except~~including asthe ~~required~~potential bydisruption ~~law~~of ongoing operations, diversion of management’s attention and the retention of key personnel.

~~Additional Information Regarding the Proposed Transaction~~1

~~There~~EXHIBIT can be no assurance that the proposed share purchase will be completed on the terms described herein or at all. The completion of the transaction is subject to a number of conditions, including, among others, the receipt of required shareholder, regulatory and other approvals and the satisfaction of other closing conditions.INDEX

In addition, the success of the transaction, if completed, will depend in part on the ability of the parties to realize the anticipated benefits of the transaction. There can be no assurance that the anticipated benefits will be realized in the expected timeframe or at all. The transaction may also involve risks related to the integration of the businesses, including the potential disruption of ongoing operations, diversion of management’s attention and the retention of key personnel.

Exhibit No.		Description
99.1		Investor Presentation of Nvni Group Limited dated April 9, 2026.
99.2		Press Release of Nvni Group Limited, dated April 9, 2026.

~~EXHIBIT INDEX~~SIGNATURES

Exhibit No.		Description
10.1		Share Purchase Agreement, dated April 3, 2026, by and between Nvni Group Limited and Beyondsoft International (Singapore) Pte. Ltd.
99.1		Press Release of Nvni Group Limited, dated April 6, 2026.

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: April 9, 2026

/s/ Pierre Schurmann
Name:	Pierre Schurmann
Title:	Chief Executive Officer

~~SIGNATURES~~3

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: April 6, 2026
/s/ Pierre Schurmann
Name:	Pierre Schurmann
Title:	Chief Executive Officer

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