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重大事件 外國發行人報告 6-K 2026-07-08

Nuvini 全數償還 6,100 萬巴西雷亞爾債券,解除契約限制強化財務靈活性

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📄 **申報類型**:6-K(外國私人發行人報告) **公司**:Nuvini Group Limited(納斯達克:NVNI) **日期**:2026年7月7日 --- ### Nuvini 全數償還 6,100 萬巴西雷亞爾債券 🔓 Nuvini 旗下營運附屬公司 Nuvini S.A. 已於到期日全數償還 2021 年發行的 6,100 萬巴西雷亞爾(R$61.0 million)非可轉換債券本金。 **去槓桿進程**: - 2022 年底:R$6,100 萬 - 2023 年:R$5,110 萬 - 2024 年:R$4,070 萬 - 2025 年:R$800 萬(提前清償前) - 截至 2025 年 12 月 31 日,債務服務覆蓋率達 5.1 倍(契約要求 4.0 倍),全年維持合規。 該債券曾設有槓桿、EBITDA 利潤率及債務服務覆蓋率等財務契約。2022 至 2024 年間,公司曾取得豁免,其後恢復合規;償還後,相關契約限制及資產留置權已全面解除。 **管理層評論** 💬 CEO Pierre Schurmann 表示:「全數償還這筆債券,釋放了契約和資產留置權,讓我們能更靈活地配置資本,專注於拉丁美洲的收購策略。這是我們建立現有平台最早使用的工具之一。」 **資產負債表強化** 今次償還屬 Nuvini 強化資本結構、擴大連續收購模式的一部分。公司將繼續專注於收購拉丁美洲區內具強勁經常性收入及現金流生成的盈利軟件企業。 **關於 Nuvini** 總部位於巴西聖保羅,為拉丁美洲領先的軟件公司連續收購者。旗下七家公司(Datahub、Effecti、Leadlovers、Ipê Digital、ONCLICK、Mercos、Munddi)合共服務超過 22,400 名客戶。 **對投資者影響** - 消除特定債務契約風險,提升財務靈活性。 - 資產負債表更健康,有助未來收購及增長。 - 管理層強調專注盈利及現金流,降低槓桿壓力。 ⚠️ 前瞻性陳述涉及風險,詳見公司提交 SEC 的 20-F 年報。
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EX-99.1
2
ea029740501ex99-1.htm
PRESS RELEASE DATED JULY 07, 2026

 

Exhibit 99.1

 

 

 

Nuvini Retires R$61 Million Debenture Facility
in Full

 

SÃO PAULO, Brazil, July 07, 2026 (GLOBE
NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”) today announced that its
operating subsidiary, Nuvini S.A., has repaid in full the principal amount of its R$61.0 million non-convertible debentures issued in
2021, at the facility’s scheduled maturity.

 

The repayment caps a multi-year deleveraging
of the facility. The outstanding principal declined from R$61.0 million at year-end 2022 to R$51.1 million in 2023, R$40.7 million in
2024, and R$8.0 million in 2025, ahead of the final scheduled repayment. As of December 31, 2025, Nuvini reported a debt service coverage
ratio of 5.1x against the facility’s 4.0x covenant threshold, as disclosed in its Annual Report on Form 20-F for the fiscal year
ended December 31, 2025.

 

The facility carried financial covenants tied
to leverage, EBITDA margin, and debt service coverage. During 2022 to 2024, the Company obtained waivers in connection with certain covenant
measurements before returning to compliance; it remained in compliance through year-end 2025. Repayment of the principal at maturity releases
the covenant obligations and liens over assets specific to this instrument.

 

“Repaying the principal of this facility
in full at maturity releases its covenants and liens over our assets and gives us greater flexibility to allocate capital toward our acquisition
strategy across Latin America,” said Pierre Schurmann, Chief Executive Officer of Nuvini. “This was one of the earliest instruments
we used to build the platform we operate today.”

 

Debt Reduction and Balance Sheet

 

The full repayment of the principal is part
of Nuvini’s focus on strengthening its capital structure as it scales its serial-acquirer model. The Company remains focused on
acquiring profitable software businesses with strong recurring revenue and cash-flow generation across Latin America.

 

About Nuvini

 

Headquartered in São Paulo, Brazil,
Nuvini is Latin America’s leading serial acquirer of software companies. The Company focuses on acquiring profitable software businesses
with strong recurring revenue and cash-flow generation. Nuvini’s portfolio includes seven companies — Datahub, Effecti, Leadlovers,
Ipê Digital, ONCLICK, Mercos, and Munddi — collectively serving over 22,400 customers. By fostering an entrepreneurial environment,
Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries.

 

For more information, visit https://ir.nuvini.ai.

 

  

 

 

 

Forward-Looking Statements

 

This press release contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target,” “strengthens,” “gives,” or similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited
to, statements regarding the effect of the debenture repayment on Nuvini’s balance sheet, covenants, and financial flexibility,
and Nuvini’s acquisition strategy and business outlook.

 

These statements are based on various assumptions
and on the current expectations of Nuvini’s management. These forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of Nuvini. These forward-looking statements are subject to a number of risks
and uncertainties, including Nuvini’s ability to realize the anticipated benefits of the debenture repayment; changes in applicable
laws or regulations; the ability of Nuvini to comply with the financial covenants in its remaining financing arrangements; the possibility
that Nuvini may be adversely affected by other economic, business, and/or competitive factors; foreign exchange rate fluctuations affecting
Nuvini’s Brazilian-reais-denominated obligations; and other risks and uncertainties set forth in the section entitled “Risk
Factors” in Nuvini’s most recent Annual Report on Form 20-F and other documents filed by Nuvini from time to time with the
U.S. Securities and Exchange Commission (the “SEC”).

 

If any of these risks materialize or any of
Nuvini’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
There may be additional risks that Nuvini presently does not know or that Nuvini currently believes are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect Nuvini’s expectations,
plans, or forecasts of future events and views as of the date of this press release. Nuvini anticipates that subsequent events and developments
will cause its assessments to change. However, while Nuvini may elect to update these forward-looking statements at some point in the
future, Nuvini specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not
be relied upon as representing Nuvini’s assessments as of any date subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking statements.

 

Investor Contact

 

Nuvini Group Limited 

Investor Relations 

[email protected] 

https://ir.nuvini.ai