Mercato Partners Acquisition DEFM14AProxy related to merger

PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR SPECIAL MEETING OF MERCATO PARTNERS ACQUISITION CORPORATION AND PROSPECTUS FOR ORDINARY SHARES OF NVNI GROUP LIMITED

LETTER TO STOCKHOLDERS OF MERCATO PARTNERS ACQUISITION CORPORATION

Dear Mercato Partners Acquisition Corporation Stockholders:

On February 26, 2023, Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New Nuvini”), Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Nuvini”), Nuvini Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Mercato Partners Acquisition Corporation, a Delaware corporation (“Mercato”), entered into a Business Combination Agreement (as may be amended from time to time, the “Business Combination Agreement”), pursuant to which, among other things, Nuvini Shareholders will contribute (the “Contribution”) to New Nuvini all of the issued and outstanding ordinary shares, par value $0.00001 per share, of Nuvini (“Nuvini Ordinary Shares”) in exchange for newly issued ordinary shares, par value $0.00001 per share, of New Nuvini (“New Nuvini Ordinary Shares”) and (ii) Merger Sub will merge with and into Mercato, with Mercato surviving as a wholly-owned, indirect subsidiary of New Nuvini (the “Merger” and together with the Contribution and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

At the closing of the Business Combination (the “Closing”), (i) each unit (“Mercato Unit”) issued in Mercato’s initial public offering (the “Mercato IPO”) that is issued and outstanding immediately prior to the time the Merger becomes effective (the “Merger Effective Time”) will be automatically separated and the holder thereof will be deemed to hold one (1) share of Mercato’s Class A common stock, par value $0.0001 per share (“Mercato Class A Common Stock”) and one-half (1/2) of one public warrant to purchase one share of Mercato Class A Common Stock at a price of $11.50 per share (a “Public Warrant”), (ii) each share of Mercato Class A Common Stock and each share of Mercato’s Class B common stock, par value $0.0001 per share (“Mercato Class B Common Stock” and together with Mercato Class A Common Stock, “Mercato Common Stock”), issued and outstanding immediately prior to the Merger Effective Time will be automatically canceled and converted into the right to receive one New Nuvini Ordinary Share, with a value ascribed to each such New Nuvini Ordinary Share of $10.00 and (iii) each Public Warrant and each private placement warrant, purchased concurrently with the closing of the Mercato IPO, to purchase one share of Mercato Class A Common Stock at a price of $11.50 per share (“Private Placement Warrant”), outstanding and unexercised immediately prior to the Merger Effective Time will cease to represent a right to acquire Mercato Common Stock and will convert into a warrant to purchase one New Nuvini Ordinary Share at a price of $11.50 (“New Nuvini Warrant”), on substantially the same contractual terms and thereupon be assumed by New Nuvini pursuant to the warrant assignment, assumption and amendment agreement (the “New Nuvini Warrant Agreement”).

Mercato Units, Mercato Class A Common Stock and Public Warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”), under the symbols “MPRAU,” “MPRA,” and “MPRAW,” respectively. New Nuvini, Mercato, and Nuvini will use their respective reasonable best efforts to cause the New Nuvini Ordinary Shares issued in connection with the proposed transactions (including the New Nuvini Ordinary Shares issuable upon exercise of the Mercato Warrants to be issued by New Nuvini in connection with the Business Combination) and the New Nuvini Warrants to be approved for listing on Nasdaq (or another public stock market or exchange in the United States as may be agreed by Mercato and Nuvini) in connection with the Closing.

Mercato is holding a special meeting of its stockholders in order to obtain the stockholder approvals necessary to consummate the Business Combination. At the Mercato special meeting of stockholders, which will be held on September 28, 2023, at 9:00 a.m., Eastern time, via live webcast at https://www.cstproxy.com/mercatopartnersspac/sm2023, unless postponed or adjourned to a later date, Mercato will ask its stockholders to adopt the Business Combination Agreement, thereby approving the Business Combination, and approve the other proposals described in the accompanying proxy statement/prospectus.

In addition, following the execution of the Business Combination Agreement, all of Nuvini’s shareholders entered into a Contribution and Exchange Agreement (the “Contribution Agreement”) with New Nuvini, pursuant to which, among other things, at the time the Contribution becomes effective (the “Contribution Effective Time”), each issued and outstanding Nuvini Ordinary Share held by the Nuvini Shareholders will be contributed to New Nuvini, free and clear of all liens described under the Contribution Agreement, other than potential restrictions on resale under applicable securities laws, and the Nuvini Shareholders will subscribe for, and be issued in exchange for such contribution, a number of New Nuvini Ordinary Shares equal to the product of (a) the number of Nuvini Ordinary Shares outstanding at the Contribution Effective Time multiplied by (b) an “Exchange Ratio” (as calculated in accordance with the Business Combination Agreement), upon which Nuvini will become a direct, wholly-owned subsidiary of New Nuvini.

After careful consideration, the respective Mercato and Nuvini boards of directors have unanimously approved the Business Combination Agreement, the Mercato board of directors has approved the other proposals described in the accompanying proxy statement/prospectus, and each of the Mercato and Nuvini boards of directors has determined that it is advisable to consummate the Business Combination. The Mercato board of directors recommends that its stockholders vote “FOR” the proposals described in the accompanying proxy statement/prospectus.

More information about New Nuvini, Mercato, Nuvini, the Business Combination Agreement, the Business Combination and the proposed transactions is contained in the accompanying proxy statement/prospectus. You should read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 48 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Morrow Sodali LLC, Mercato’s proxy solicitor, toll-free at (800) 662-5200 or collect at (203) 658-9400 or email at MPRA.info@investor.morrowsodali.com.

On behalf of our board of directors, I thank you for your support and look forward to the successful consummation of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated September 7, 2023, and is expected to be first mailed or otherwise delivered to Mercato stockholders on or about September 7, 2023.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that the accompanying proxy statement/prospectus describes other than those contained in the accompanying proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by New Nuvini, Mercato or Nuvini. The accompanying proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of the accompanying proxy statement/prospectus nor any distribution of securities made under the accompanying proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of New Nuvini, Mercato or Nuvini since the date of the accompanying proxy statement/prospectus or that any information contained therein is correct as of any time subsequent to such date.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF MERCATO PARTNERS ACQUISITION CORPORATION

TO BE HELD ON SEPTEMBER 28, 2023

To the Stockholders of Mercato Partners Acquisition Corporation:

NOTICE IS HEREBY GIVEN that a special meeting (the “Mercato Special Meeting”) in lieu of the 2023 annual meeting of stockholders of Mercato Partners Acquisition Corporation, a Delaware corporation (“Mercato,” “we,” “our” or “us”), will be held on September 28, 2023, at 9:00 a.m., Eastern time, via live webcast at https://www.cstproxy.com/mercatopartnersspac/sm2023. You are cordially invited to attend the Mercato Special Meeting for the following purposes:

The closing of the Business Combination (the “Closing”) is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of

any other proposal set forth in the accompanying proxy statement/prospectus. It is important for you to note that in the event the Business Combination Proposal and the Merger Proposal are not approved, Mercato will not consummate the Business Combination.

Only holders of record of Mercato Common Stock at the close of business on September 1, 2023 (the “Record Date”) are entitled to notice of the Mercato Special Meeting and to vote at, the Mercato Special Meeting and any adjournments or postponements of the Mercato Special Meeting. A complete list of Mercato stockholders of record entitled to vote at the Mercato Special Meeting will be available for ten days before the Mercato Special Meeting at the principal executive offices of Mercato for inspection by stockholders during ordinary business hours for any purpose germane to the Mercato Special Meeting.

Pursuant to the Mercato Certificate of Incorporation, Mercato is providing its public stockholders (“Public Stockholders”) with the opportunity to redeem, upon the Closing, the shares of Class A Common Stock (the “Public Shares”) issued in the Initial Public Offering then held by them for an amount in cash equal to their pro rata share of the aggregate amount on deposit (as of the second business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less franchise and income taxes payable) of the Mercato IPO. For illustrative purposes, based on funds in the Trust Account of approximately $45,903,619.26 on the Record Date, the estimated per share redemption price would be approximately $10.67. The amount of funds in the Trust Account as of the Record Date reflects the prior redemption of 18,699,637 shares of Mercato Class A Common Stock in connection with the extension meeting in February 2023, which represented approximately 81% of the Public Shares outstanding at the time of the extension meeting. Public Stockholders may elect to redeem Public Shares even if they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the Public Shares issued in the Mercato IPO. As partial consideration for (i) the receipt of the 5,750,000 shares of Mercato Class B Common Stock purchased by Mercato Partners Acquisition Group, LLC (the “Sponsor”) in a private placement prior to the Mercato IPO and (ii) the covenants and commitments of the Sponsor included in a letter agreement entered into by the parties prior to the Mercato IPO, the Sponsor has agreed to waive its redemption rights with respect to any shares of Mercato Class B Common Stock and Private Placement Warrants and any Public Shares it may hold, and the Sponsor has also agreed to waive its redemption rights with respect to any other equity securities it holds in connection with the Closing, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor has agreed to vote any shares of Class B Common Stock, Private Placement Warrants and Public Shares owned by them, and the Sponsor has also agreed to vote any other equity securities in favor of the Business Combination Proposal, which represent approximately 55% of the voting power of Mercato as of the Record Date. The Sponsor has also agreed to vote its shares in favor of all other Proposals being presented at the Mercato Special Meeting.

Pursuant to Mercato’s bylaws, a majority of the voting power of all outstanding shares of Mercato Common Stock entitled to vote, represented at the Mercato Special Meeting in person or by proxy, will constitute a quorum for the transaction of business at the Mercato Special Meeting. Under the Delaware General Corporation Law (the “DGCL”), shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Mercato Special Meeting. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will not be treated as votes cast.

As of the Record Date, there was approximately $45,903,619.26 in the Trust Account. Each redemption of Public Shares by Public Stockholders will decrease the amount in the Trust Account. Mercato will not redeem Public Shares in an amount that would cause it to have net tangible assets of less than $5,000,001.

As a foreign private issuer incorporated under the laws of the Cayman Islands whose New Nuvini Ordinary Shares and New Nuvini Warrants will be listed on the Nasdaq Stock Market LLC (“Nasdaq”), under the symbols

“NVNI” and “NVNIW,” respectively, New Nuvini will be permitted to follow certain Cayman Island corporate governance practices in lieu of certain Nasdaq stock exchange requirements. New Nuvini intends to take advantage of the exemptions available to it as a foreign private issuer so long as it continues to qualify as a foreign private issuer. For more information regarding these home country corporate governance practices and exemptions available to New Nuvini as a foreign private issuer, see the sections of the proxy statement/prospectus titled “Summary of the Proxy Statement/Prospectus - Emerging Growth Company; Foreign Private Issuer; Controlled Company” and “Risk Factors - Risks Related to the Business Combination - As a foreign private issuer, and as permitted by the listing requirements of the Nasdaq, New Nuvini will follow certain home country governance practices rather than the corporate governance requirements of the Nasdaq.”

It is anticipated that, upon consummation of the Business Combination, whether in the “No Further Redemption Scenario,” “25% Redemption Scenario,” “Minimum Cash Redemption Scenario,” “50% Redemption Scenario,” “75% Redemption Scenario” or “Maximum Redemption Scenario” described in the proxy statement/prospectus, Pierre Schurmann, CEO of Nuvini, will own 50% of New Nuvini’s voting rights. Therefore, New Nuvini will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq listing rules for being a company of which more than 50% of the voting power is held by an individual, group or another company. For more information, please see the sections of the proxy statement/prospectus titled “Summary of the Proxy Statement/Prospectus - Emerging Growth Company; Foreign Private Issuer; Controlled Company” and “Risk Factors - Risks Related to the Business Combination - As a foreign private issuer, and as permitted by the listing requirements of the Nasdaq, New Nuvini will follow certain home country governance practices rather than the corporate governance requirements of the Nasdaq.”

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, toll-free at (800) 662-5200; banks and brokers can call collect at (203) 658-9400 or email at MPRA.info@investor.morrowsodali.com.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF MERCATO COMMON STOCK YOU OWN. Stockholders are urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may also submit a proxy by telephone or via the internet by following the instructions printed on your proxy card. If you hold your shares through a brokerage firm, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form provided by the broker, bank or nominee.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires:

“25% Redemption Scenario” means the scenario in which Public Shareholders exercise their redemption rights with respect to 1,075,091 of their respective Public Shares.

“50% Redemption Scenario” means the scenario in which Public Shareholders exercise their redemption rights with respect to 2,150,181 of their respective Public Shares.

“75% Redemption Scenario” means the scenario in which Public Shareholders exercise their redemption rights with respect to 3,225,272 of their respective Public Shares.

“Adjournment Proposal” means a proposal to adjourn the special meeting of stockholders of Mercato to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more Proposals presented to stockholders for vote at such special meeting.

“Ancillary Documents” means the certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, including the Sponsor Support Agreement, the Nuvini Holders Voting and Support Agreement, the Contribution Agreement, the Registration Rights Agreement, the Lock-up Agreement and all other agreements, documents, instruments and certificates executed or to be executed in connection with the transactions contemplated thereby, and any and all exhibits and schedules thereto.

“Aggregate Mercato Stockholder Consideration” means the number of New Nuvini Ordinary Shares equal to the number of shares of Mercato Common Stock issued and outstanding immediately prior to the Merger Effective Time, after taking into account the Mercato Stockholder Redemptions.

“B2B” means business-to-business.

“B2C” means business-to-client.

“broker non-vote” means the failure of a Mercato stockholder who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated February 26, 2023 and as may be amended from time to time, by and among Mercato, Nuvini, New Nuvini and Merger Sub, which is attached to the proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

“Cayman Companies Law” means the Companies Act (As Revised) of the Cayman Islands.

“CDI” means the average of interbank overnight rates in Brazil.

“Central Bank” means the Banco Central do Brasil, or Brazilian Central Bank.

“Closing” means the closing of the transactions contemplated by the Business Combination Agreement.

“Closing Date” means the date on which the Closing occurs.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

i

“Continental” means Continental Stock Transfer & Trust Company.

“Contribution” means the contribution by Nuvini Shareholders to New Nuvini of all their shareholdings in Nuvini in exchange for New Nuvini Ordinary Shares, as contemplated by the Contribution Agreement.

“Contribution Agreement” means the Contribution and Exchange Agreement, dated as of March 3, 2023, by and between Nuvini and New Nuvini, pursuant to which, at the Contribution Effective Time, Nuvini Shareholders will contribute to New Nuvini all of the issued and outstanding equity of Nuvini in exchange for newly issued New Nuvini Ordinary Shares, which is attached to the proxy statement/prospectus as Annex C.

“Contribution Effective Time” means the time the contribution contemplated by the Contribution Agreement becomes effective.

“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, shelter-in-place or stay-at-home order, workforce reduction, social distancing, shut down, closure, sequester or any other law, governmental order, action, directive, guideline or recommendation by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (CARES).

“CRM” means client relationship management.

“Debentures” means the non-convertible debentures issued by Nuvini S.A. in a single series on May 14, 2021.

“Debenture Agreement” means the agreements entered into with Debenture Holders on May 14, 2021.

“Debenture First Issue” means the 61,000 Debentures issued by Nuvini S.A. to Debenture Holders.

“Debenture Holders” means the holders of Debentures issued by Nuvini S.A. on May 14, 2021.

“DGCL” means the General Corporation Law of the State of Delaware.

“Dollars” or “$” means U.S. dollars.

“DTC” means The Depository Trust Company.

“ERP” means the enterprise resource planning software system which assists organizations automate and manage core business processes, such as accounting, procurement, project management, risk management and compliance, and supply chain operations.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the quotient obtained by dividing (a) the Per Share Company Value by (b) $10.00.

“Exposure Premium” means the additional contingent payment Nuvini S.A. agreed to provide Debenture Holders to mitigate the Debenture Holders’ risk related to the value of the Debentures.

“extension meeting” means the special meeting held on February 3, 2023 for Mercato stockholders to vote on an extension proposal to amend the existing organizational documents of Mercato to extend the date on which Mercato is required to consummate a business combination.

“Extension Promissory Instrument” means the promissory instrument issued by Mercato to the Sponsor in connection with the approval of the extension proposal, in the principal amount of up to $1,350,000, pursuant to which the Sponsor agreed to loan Mercato up to $1,350,000.

ii

“Extension Period” means any extended time that Mercato has to consummate a business combination beyond the 20 months provided in the Mercato Certificate of Incorporation, either through up to five additional one-month extensions pursuant to the Mercato Certificate of Incorporation or as a result of the Mercato stockholders’ approval of the extension proposal during the extension meeting.

“extension proposal” means the proposals that were voted upon by Mercato stockholders in connection with the extension meeting and the extension proxy statement, including any postponement or adjournment thereof.

“extension proxy statement” means the definitive proxy statement filed by Mercato with the SEC on January 18, 2023 in connection with the extension meeting, as amended or supplemented.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“Founder Shares” means the 5,750,000 shares of Mercato Class B Common Stock held by the Initial Stockholders, purchased by the Sponsor in a private placement prior to the Mercato IPO.

“Fully Diluted Share Count” means a number that is equal to, without duplication, (a) the aggregate number of Nuvini Ordinary Shares (i) that are issued and outstanding immediately prior to the Contribution Effective Time (including, for the avoidance of doubt, the Nuvini Ordinary Shares issued pursuant to Section 7.24 of the Business Combination Agreement), (ii) that are issuable upon the exercise of all Nuvini Options (whether or not vested) that remain outstanding as of the Contribution Effective Time, (iii) that are issuable upon the exercise of any warrant of Nuvini issued and outstanding immediately prior to the Contribution Effective Time, (iv) that are issuable upon conversion of any convertible securities of Nuvini issued and outstanding immediately prior to the Contribution Effective Time (other than those issuable under clauses (ii) and (iii) of this definition), plus (b) the aggregate number of Nuvini Earnout Shares, plus (c) the New Nuvini Equity Plan Amount, minus (d) the Nuvini Ordinary Shares held in the Nuvini’s treasury.

“GAAP” means United States’ generally accepted accounting principles.

“GDPR” means the General Data Protection Regulation.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“HSR Act” means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IASB” means the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards, as issued by the IASB.

“Incentive Plan” means the New Nuvini 2023 Incentive Award Plan.

“Initial Stockholders” means the Sponsor and any other holders of Founder Shares (or their permitted transferees).

“Intermediate 1” means Nvini Intermediate 1 Limited, an exempted company incorporated with limited liability in the Cayman Islands, and direct wholly-owned subsidiary of New Nuvini.

“Intermediate 2” means Nvini Intermediate 2 Limited, an exempted company incorporated with limited liability in the Cayman Islands, and direct wholly-owned subsidiary of Intermediate 1.

“Intermediate Companies” mean Intermediate 1 and Intermediate 2.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

iii

“Latin America” means Mexico and the countries within South America, Central America and the Caribbean islands.

“Lien” means any mortgage, pledge, security interest, bond, chattel mortgage (alienação fiduciária), encumbrance, lien, license, grant, guarantee, options, priority rights, preemptive rights, right of first offer or refusal, hypothecation, assignment, claim, easement, deed of trust, antichresis (anticrese), emphyteusis (enfiteuse), usufruct, penhora, arrolamento, covenant, servitude, put or call right, voting right, shareholders’ agreement, retention rights, restriction or charge of any kind (including, any conditional sale or other title retention agreement or lease in the nature thereof, any agreement to give any security interest and any restriction relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership), as defined in the Business Combination Agreement as Annex A hereto.

“Lock-up Agreement” means the Lock-up Agreement, substantially in the form attached to the Business Combination Agreement as Annex G, hereto.

“Lock-up Shares” means the New Nuvini Ordinary Shares subject to the lock-up period as set forth in the Sponsor Support Agreement.

“Maximum Redemption Scenario” means the scenario in which the maximum amount of Public Shares held by Mercato’s Public Stockholders are redeemed in connection with the Business Combination.

“Mercato” means Mercato Partners Acquisition Corporation, a Delaware corporation.

“Mercato Board” means the board of directors of Mercato.

“Mercato Bylaws” means Mercato’s bylaws, as amended.

“Mercato Certificate of Incorporation” means Mercato’s second amended and restated certificate of incorporation, as amended.

“Mercato Class A Common Stock” means Mercato’s Class A common stock, par value $0.0001 per share.

“Mercato Class B Common Stock” means Mercato’s Class B common stock, par value $0.0001 per share.

“Mercato Common Stock” means the Mercato Class A Common Stock and Mercato Class B Common Stock.

“Mercato IPO” means Mercato’s initial public offering consummated on November 8, 2021.

“Mercato Special Meeting” means a special meeting of the Mercato stockholders.

“Mercato Stockholder Redemption” means the redemption rights provided for in the Mercato Certificate of Incorporation.

“Mercato Units” means the units issued in Mercato IPO, each unit consisting of one share of Mercato Class A Common Stock and one-half of one Public Warrant.

“Mercato Warrant Agreement” means the Warrant Agreement, dated as of November 3, 2021, by and between Mercato and Continental, governing the Mercato Warrants.

iv

“Mercato Warrants” means the Private Placement Warrants and the Public Warrants.

“Merger” means the merger of Merger Sub with and into Mercato with Mercato surviving the merger as a wholly-owned subsidiary of Intermediate 2.

“Merger Effective Time” means the time the Merger becomes effective.

“Merger Sub” means Nuvini Merger Sub, Inc., a Delaware corporation that will be a direct wholly-owned subsidiary of Intermediate 2 on and prior to the Closing Date.

“Merger Sub Common Stock” means the shares of common stock, par value $0.0001 per share, of Merger Sub.

“Minimum Cash Condition” means the Closing condition in the Business Combination Agreement that the SPAC Cash must equal or exceed $10,000,000.

“Minimum Cash Redemption Scenario” means the scenario that assumes that Mercato stockholders exercise their redemption rights with respect to 1,803,651 Public Shares upon consummation of the Business Combination. This scenario represents the maximum number of Public Shares that may be redeemed in order for New Nuvini to meet the Minimum Cash Condition without waiving such condition.

“Nasdaq” means the Nasdaq Stock Market LLC.

“New Nuvini” means (i) prior to Closing, Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands, and (ii) after Closing, the public company contemplated by the Business Combination and all of its subsidiaries.

“New Nuvini Articles” means the means the Amended and Restated Memorandum and Articles of Association of New Nuvini, attached to this proxy statement/prospectus as Annex B.

“New Nuvini Board” means the board of directors of New Nuvini.

“New Nuvini Equity Plan Amount” means a number equal to five percent (5%) of the Fully Diluted Share Count (inclusive of the New Nuvini Equity Plan Amount).

“New Nuvini Ordinary Shares” means the ordinary shares, par value $0.00001 per share, of New Nuvini.

“New Nuvini Shareholder” means a holder of New Nuvini Ordinary Shares after Closing.

“New Nuvini Warrant Agreement” means the form of Warrant, Assignment, Assumption and Amendment Agreement to be entered into at the Closing, by and between Mercato, New Nuvini and the Warrant Agent.

“New Nuvini Warrants” means the Mercato Warrants that will be assumed by New Nuvini in connection with the Business Combination and, following the Business Combination, will represent warrants to purchase one New Nuvini Ordinary Share at a price of $11.50, subject to adjustment.

“No Further Redemption Scenario” means a scenario in which all holders of the remaining 4,300,363 Public Shares did not exercise their redemption rights with respect to their respective Public Shares.

“Non-Redeeming Stockholder” means a holder of Mercato Class A Common Stock who did not exercise its redemption right with respect to its shares of Mercato Class A Common Stock.

“Nuvini” means Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands.

v

“Nuvini Acquired Companies” means the subsidiaries that Nuvini S.A. acquires and operates prior the Closing, namely, Effecti Tecnologia Web Ltda., Leadlovers Tecnologia Ltda., Ipê Tecnologia Digital Ltda., Dataminer Dados, Informações E Documentos Ltda., Onclick Sistemas de Informação Ltda., Commit Consulting LTDA, APIE.COMM Tecnologia LTDA, Simplest Software Ltda. and Smart NX Tecnologica Ltda.

“Nuvini Board” means the board of directors of Nuvini S.A.

“Nuvini Earnout Agreements” means the agreements defined as Earnout Agreements in the Business Combination Agreement.

“Nuvini Earnout Shares” means the shares issuable pursuant to the terms of the Nuvini Earnout Agreements (as defined in the Business Combination Agreement).

“Nuvini Group” means Nuvini, Nuvini S.A., the Nuvini Acquired Companies and any other subsidiaries of Nuvini S.A. prior to Closing.

“Nuvini Holders Voting and Support Agreement” means the Shareholder Voting and Support Agreement dated as of February 26, 2023, by and among Heru Investment Holdings Ltd, Mercato, Nuvini and New Nuvini.

“Nuvini Option” means, as of any determination time, each option to purchase Nuvini Ordinary Shares that is outstanding and unexercised, whether granted under the Stock Option Plan of Nuvini S.A. or otherwise.

“Nuvini Ordinary Shares” means the ordinary shares, par value $0.00001 per share, of Nuvini.

“Nuvini S.A.” means Nuvini S.A., a corporation (sociedade por ações) duly incorporated and organized under the laws of Brazil.

“Nuvini Shareholder” means a holder of Nuvini Ordinary Shares prior to the Closing.

“Nuvini Warrants” means those outstanding warrants to acquire Nuvini Ordinary Shares or the equity securities of any of the subsidiaries of Nuvini.

“Outside Date” means July 8, 2023, as such date may be extended in accordance with Section 9.1(b) of the Business Combination Agreement, including the Extension Period.

“PCAOB” means the U.S. Public Company Accounting Oversight Board.

“Per Share Company Value” means the quotient obtained by dividing (a) the sum of (i) $235,000,000 plus (ii) the aggregate amount of exercise price that would be payable for all Nuvini Options and Nuvini Warrants outstanding immediately prior to the Contribution Effective Time by (b) the Fully Diluted Share Count.

“PIPE Investments” means potential private financings on terms to be agreed to by Nuvini and Mercato and that would be consummated prior to or substantially concurrently with the Closing.

“Private Placement Warrants” means the 10,050,000 warrants held by the Sponsor, that were purchased by the Sponsor in the private placement that occurred concurrently with the closing of the Mercato IPO, each of which is a warrant to purchase one share of Mercato Class A Common Stock at a price of $11.50 per share, subject to adjustment in accordance with the Mercato Warrant Agreement.

“Proposals” means each of the proposals to be considered at the special meeting, as set forth in the section entitled “The Special Meeting of Mercato Stockholders” below.

“Public Shares” means the shares of Mercato Class A Common Stock included in the Mercato Units.

“Public Stockholders” means the holders of Public Shares.

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“Public Warrants” means the 11,500,000 warrants included in the Mercato Units, each of which is a warrant to purchase one share of Mercato Class A Common Stock at a price of $11.50 per share, subject to adjustment in accordance with the Mercato Warrant Agreement.

“Record Date” means September 1, 2023.

“Registration Rights Agreement” means the form of Registration Rights Agreement to be entered into at the Closing, by and among New Nuvini, Mercato, certain Shareholders of Nuvini, the form of which is attached to this proxy statement/prospectus as Annex F.

“Rollover Options” means each option to purchase Mercato Common Stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Contribution Effective Time and is subsequently canceled and extinguished in exchange for an option to purchase New Nuvini Ordinary Shares.

“Sarbanes-Oxley Act” means the U.S. Sarbanes-Oxley Act of 2002.

“SaaS” means Software as a Service.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“SPAC Cash” means an amount equal to (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing and after payment of all amounts required to be paid to Mercato’s redeeming Public Stockholders, plus (b) the aggregate amount of any cash of Mercato on hand immediately prior to the Closing, less (c) the aggregate amount of any amounts payable from the Trust Account as repayment of working capital loans, reimbursement of expenses to directors, officers and shareholders of Mercato and any other indebtedness of Mercato, if any, plus (d) the net amount of proceeds actually contributed by investors, less (e) the aggregate amount of Mercato’s outstanding transaction expenses (but, in each case, excluding any taxes required to be paid by Mercato in respect of redemptions by Mercato’s Public Stockholders to the U.S. Inflation Reduction Act of 2022), less (f) the aggregate amount of Nuvini’s outstanding transaction expenses.

“Sponsor” means Mercato Partners Acquisition Group, LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of February 26, 2023, by and among the Sponsor, the persons listed on Schedule I thereto, Mercato, Nuvini and New Nuvini, which is attached to this proxy statement/prospectus as Annex D.

“Stock Option Plan” means Nuvini S.A.’s stock option plan, as of November 27, 2020, as amended (Plano de Outorga de Opção de Subscrição de Ações da Nuvini).

“Transactions” means the Merger, the Contribution and the other transactions contemplated by the Business Combination Agreement.

“Transfer Agent” means Continental, as transfer agent.

“Trust Account” means the U.S.-based trust account at Continental Stock Transfer and Trust Company, maintained by Trustee, established by Mercato containing the proceeds of the Mercato IPO and from certain private placements occurring simultaneously with the Mercato IPO for the benefit of the Public Stockholders.

“Trustee” means Continental, as trustee.

“Tuck-in Acquisition” means a type of acquisition where an entity acquires another entity smaller than the acquirer for the purpose of incorporating a specific resource of that smaller company (such as technology or intellectual property) into the acquirer or growing the acquirer’s market share.

“Warrant Agent” means Continental, as warrant agent.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and other documents incorporated by reference into this proxy statement/prospectus include or may include “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies regarding the future. The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on Mercato or Nuvini. There can be no assurance that future developments affecting us will be those that we have anticipated. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,” “may,” “likely,” “plan,” “probably��� or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, but are not limited to, statements relating to:

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Mercato’s or Nuvini’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

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Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a stockholder grants its proxy or instructs how its votes should be cast or vote on the Proposals, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Mercato or Nuvini.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by New Nuvini (File No. 333-272688), constitutes a prospectus of New Nuvini under Section 5 of the Securities Act, with respect to the New Nuvini securities to be issued to Mercato stockholders and Nuvini Shareholders if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting of Mercato stockholders at which Mercato stockholders will be asked to consider and vote upon proposals to adopt and approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, and to adopt and approve the Merger, by the approval and adoption of the Business Combination Proposal and the Merger Proposal, respectively.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

The exchange rate used for conversion between U.S. dollars and Brazilian reais is based on the real/U.S. dollar exchange rate published by the Central Bank as of the dates specified herein.

IMPORTANT INFORMATION ABOUT GAAP, IFRS AND NON-IFRS FINANCIAL MEASURES

Unless indicated otherwise, the financial statements of Mercato included in this proxy statement/prospectus have been prepared in conformity with U.S. GAAP and pursuant to the rules and regulations of the SEC.

Unless indicated otherwise, the financial statements of Nuvini included in this proxy statement/prospectus have been prepared in conformity with IFRS as issued by IASB.

This proxy statement/prospectus includes certain references to prospective and historical financial measures for Nuvini that were not prepared in accordance with IFRS, including EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Nuvini’s consolidated financial results prepared in accordance with IFRS. For additional information, see the section entitled “Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain Unaudited Projected Financial Information.”

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TRADEMARKS AND TRADE NAMES

The Nuvini name, logos and other trademarks of Nuvini appearing in this proxy statement/prospectus are the property of Nuvini. Solely for convenience, some of the trademarks logos and trade names referred to in this proxy statement/prospectus are presented without the ^® and ^™ symbols, but such references are not intended to indicate, in any way, that we or Nuvini will not assert, to the fullest extent under applicable law, our or Nuvini’s rights or the rights of the applicable licensors to these trademarks and trade names. This proxy statement/prospectus contains additional trademarks and trade names of others. All trademarks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the Proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Mercato stockholders. Mercato stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the special meeting.

At the Closing, as a result of the Business Combination, Merger Sub will merge with and into Mercato, with Mercato surviving as a wholly-owned, indirect subsidiary of New Nuvini. Each Mercato Unit that is issued and outstanding immediately prior to the time the Merger Effective Time will be automatically separated, and the holder thereof will be deemed to hold one (1) share of Mercato Class A Common Stock and one-half (1/2) of one (1) Public Warrant. Each share of Mercato Common Stock held in treasury of Mercato issued and outstanding immediately prior to the Merger Effective Time will be automatically canceled and converted into the right to receive one (1) New Nuvini Ordinary Share, with a value ascribed to each such New Nuvini Ordinary Share of $10.00. Each share of Merger Sub Common Stock outstanding immediately prior to the Merger Effective Time will automatically convert into one (1) share of Mercato Common Stock, par value $0.01 per share, New Nuvini will issue the number of New Nuvini Ordinary Shares to which such Mercato stockholder is entitled in respect of its shares of Mercato Common Stock and each Public Warrant and each Private Placement Warrant outstanding and unexercised immediately prior to the Merger Effective Time will cease to represent a right to acquire Mercato Common Stock and will convert into a warrant to purchase one New Nuvini Warrant, on substantially the same contractual terms and thereupon be assumed by New Nuvini pursuant to the New Nuvini Warrant Agreement. See the sections entitled “Summary of the Proxy Statement/Prospectus—Ownership of New Nuvini Following the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Mercato stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Business Combination Agreement and the Business Combination, among other Proposals.

The Mercato Class A Common Stock, Mercato Warrants and Mercato Units are currently listed on Nasdaq under the symbols “MPRA,” “MPRAW” and “MPRAU,” respectively. At the Closing, as a result of the Business Combination, each outstanding share of Mercato Common Stock will be exchanged for the issuance of one New Nuvini Ordinary Share in connection with the Merger. New Nuvini has applied to list New Nuvini Ordinary Shares and New Nuvini Public Warrants on Nasdaq under the symbols “NVNI” and “NVNIW,” respectively, in connection with the Closing. All outstanding Mercato Units will be separated into their underlying securities prior to the Closing. There will be no Mercato Units, Mercato Warrants or shares of Mercato Class A Common stock nor any Nasdaq listing of any such securities following the Closing.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the Proposals to be acted upon at the special meeting. You should read this proxy

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statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New Nuvini with respect to the New Nuvini Ordinary Shares issuable in connection with the Business Combination.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES.

Proposal No. 1—The Business Combination Proposal—a proposal to approve and adopt the Business Combination Agreement and the Business Combination;

Proposal No. 2—The Merger Proposal—a proposal to approve and adopt the Merger, pursuant to which Merger Sub will merge with and into Mercato with Mercato as the surviving company and a direct, wholly-owned subsidiary of Intermediate 2; and

Proposal No. 3—The Adjournment Proposal—a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Mercato received net proceeds of $233,450,000 from the Mercato IPO (including net proceeds from the exercise in full by the underwriters of their over-allotment option) and sale of the Private Placement Warrants, which was placed into the Trust Account immediately following the Mercato IPO. In accordance with the Mercato Certificate of Incorporation, the funds held in the Trust Account will be released upon the Closing. See the question entitled “What happens to the funds held in the Trust Account upon Closing of the Business Combination?”

There currently are 10,050,363 shares of Mercato Common Stock outstanding, consisting of 4,300,363 Public Shares and 5,750,000 shares of Mercato Class B Common Stock held by the Initial Stockholders. The

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Sponsor currently owns 5,573,000 shares of Mercato Class B Common Stock. Bullfrog Bay Trust (a family trust managed by the wife and two adult sons of Greg Warnock, Mercato’s Chief Executive Officer and Chair of Mercato’s board of directors) is the manager of the Sponsor. The Sponsor is not a U.S. person, and is not controlled by, nor does it have substantial ties to, any non-U.S. person and, to Mercato’s knowledge, no person or entity associated with the Sponsor is, is controlled by, or has substantial ties with, a non-U.S. person. In addition, there currently are 21,550,000 Mercato Warrants outstanding, consisting of 11,500,000 Public Warrants and 10,050,000 Private Placement Warrants. Each whole Mercato Warrant entitles the holder thereof to purchase one share of Mercato Class A Common Stock at a price of $11.50 per share. The Mercato Warrants will be assumed by New Nuvini and will become exercisable 30 days after the Closing, and expire at 5:00 p.m., New York City time, five years after the Closing or earlier upon redemption or liquidation. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees (except as described in the section entitled “Description of New Nuvini’s Securities”).

Under the Mercato Certificate of Incorporation, Mercato must generally provide the holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Mercato’s initial business combination in conjunction with a stockholder vote.

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New Nuvini has applied to list the New Nuvini Ordinary Shares and New Nuvini Warrants on Nasdaq under the symbols “NVNI” and “NVNIW,” respectively, upon the closing of the Business Combination. We cannot assure you that the New Nuvini Ordinary Shares and New Nuvini Warrants will be approved for listing on Nasdaq. In addition, New Nuvini will be a “foreign private issuer” and as a “foreign private issuer,” New Nuvini will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that New Nuvini must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. New Nuvini will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to stockholders. As a foreign private issuer, New Nuvini will be exempt from a number of rules under U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the New Nuvini Ordinary Shares and New Nuvini Warrants. See “Risk Factors—New Nuvini will be a foreign private issuer and, as a result, New Nuvini will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.”

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Pursuant to the Business Combination Agreement, effective immediately upon Closing, the New Nuvini Board will be comprised of seven directors, consisting of the following: Pierre Schurmann, Luiz Busnello, Scott Klossner, Greg Warnock, Marcello Gonçalves, Roberto Sahade and Randy Millian.

For an explanation of the roles and responsibilities of the New Nuvini Board, please see the section entitled “Management of New Nuvini After the Business Combination”.

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For more information, please see the sections entitled “The Business Combination—Ownership of New Nuvini” and “Unaudited Pro Forma Condensed Combined Financial Information.”

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If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of holders of the majority of the shares of Mercato Common Stock that are entitled to vote at the special meeting, then the Business Combination Proposal will fail and Mercato will not consummate the Business Combination. If Mercato does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until October 8, 2023, or such later time as provided by the Mercato Certificate of Incorporation or otherwise approved by Mercato stockholders.

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Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than fifteen percent (15%) of the shares of Mercato Class A Common Stock included in the Mercato Units sold in the Mercato IPO. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash.

Mercato has no specified maximum redemption threshold under the Mercato Certificate of Incorporation. Each redemption of Shares of Mercato Class A Common Stock by Public Stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $45,903,619.26 as of September 1, 2023. The Business Combination Agreement provides that Nuvini’s obligation to consummate the Business Combination is conditioned on the SPAC Cash being greater than or equal to $10,000,000. The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. In no event will Mercato redeem its shares of Mercato Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the Mercato Certificate of Incorporation.

Mercato stockholders who wish to redeem their Public Shares for cash must refer to and follow the procedures set forth in the section entitled “The Special Meeting of Mercato Stockholders—Redemption Rights” in order to properly redeem their Public Shares.

Holders of Public Warrants will not have redemption rights with respect to such warrants.

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Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, New York 10004

Attention: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

You do not have to be a Record Date holder in order to exercise your redemption rights. Mercato stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, Depository Trust Company (DTC), and the Transfer Agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is Mercato’s understanding that Mercato stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Mercato does not have any control over this process

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and it may take longer than two weeks. Mercato stockholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Mercato stockholders seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name,” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the Business Combination Proposal at the special meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s (DTC) Deposit/Withdrawal At Custodian (DWAC) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the special meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination is approved.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter with Mercato’s consent, until the consummation of the Business Combination, or such other date as determined by the Mercato Board. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the email or physical address listed under the question, “Who can help answer my questions?” below.

If you hold Mercato Units registered in your own name, you must deliver the certificate for such Mercato Units to the Transfer Agent with written instructions to separate such Mercato Units into Mercato Class A Common Stock and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of Public Shares from the Mercato Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Mercato Units, you must instruct such nominee to separate your Mercato Units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of Mercato Units to be split and the nominee holding such Mercato Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Mercato Class A Common Stock and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Mercato Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Mercato Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not stockholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

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All holders are urged to consult their own tax advisor regarding the specific tax consequences of an exercise of redemption rights to them.

All holders are urged to consult their own tax advisor regarding the specific tax consequences of the Business Combination to them. For a more complete discussion of the material U.S. federal income tax considerations of the Business Combination, see “Certain Tax Considerations—U.S. Federal Income Tax Considerations” and “Risk Factors—Risks Related to U.S. Federal Income Taxation.”

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Please see the section entitled “The Business Combination Agreement and Ancillary Documents” for information regarding the parties’ specific termination rights.

If Mercato does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until October 8, 2023, subject to up to two additional one-month extensions pursuant to the Mercato Certificate of Incorporation. If Mercato fails to complete an initial business combination within the Extension Period, then Mercato will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest will be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Mercato’s remaining stockholders and the Mercato Board, dissolve and liquidate, subject in each case to the Mercato’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Mercato IPO. Please see the section entitled “Risk Factors—Risks Related to Mercato” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the Public Warrants and Private Placement Warrants, which will expire worthless if Mercato fails to complete an initial business combination within the Extension Period.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the special meeting in the

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manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., New York City time, on September 27, 2023.

Voting Virtually at the Meeting. If you attend the special meeting and plan to vote virtually, you will be provided with a ballot at the virtual special meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote virtually at the special meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote virtually, you must obtain a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “The Special Meeting of Mercato Stockholders.”

Mercato believes that all of the Proposals presented to the stockholders at this special meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the Proposals presented at the special meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Because a broker is not permitted to provide a proxy for your shares unless you provide your broker with voting instructions, such shares are not counted as present for quorum purposes nor would they be treated as votes cast. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.

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Mercato Partners Acquisition Corporation

2750 E. Cottonwood Parkway, Suite #500

Cottonwood Heights, Utah 84121

Telephone: (801) 220-0055

Attention: Scott Klossner

You may also contact the proxy solicitor for Mercato at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: MPRA.info@investor.morrowsodali.com, as proxy solicitor

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To obtain timely delivery, Mercato stockholders must request the materials no later than September 21, 2023, or five business days prior to the special meeting.

You may also obtain additional information about Mercato from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the Transfer Agent prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, New York 10004

Attention: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, including matters addressed in the “Cautionary Statement Regarding Forward-Looking Statements” before you decide whether to vote or instruct your vote to be cast to approve the Proposals. These risks could have a material adverse effect on the business, results of operations or financial condition of Nuvini and could adversely affect the trading price of New Nuvini Ordinary Shares and New Nuvini Warrants. The Nuvini Group will face additional risks and uncertainties that are not presently known to it, or that the Nuvini Group currently deems immaterial, which may also impair its business and financial condition. The following discussion should be read in conjunction with the “Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements and accompanying notes thereto included in this proxy statement/prospectus.

Risks Related to the Nuvini Group’s Business

Nuvini S.A. is an early-stage company with a history of operating losses and expects to incur significant expenses and continuing losses at least for the near- and medium-term, which may affect its ability to continue as a going concern.

Nuvini S.A. commenced operations in October 2020. Nuvini��S.A. has a history of operating losses and negative operating cash flows. Nuvini S.A. incurred a net loss of R$114.2 million and R$$77.7 million for the years ended December 31, 2022, and 2021, respectively, and, as of December 31, 2022, had a working capital deficit of approximately R$311.8 million. Nuvini S.A. believes it will continue to incur operating and net losses each quarter at least for the medium term. Even if it achieves profitability, there can be no assurance that it will be able to maintain profitability in the future. Nuvini S.A.’s potential future profitability and liquidity is particularly dependent upon the organic growth and operating performance of the Nuvini Acquired Companies and the expansion of its businesses through additional acquisitions of SaaS companies or SaaS-related assets, any of which may not occur at the levels Nuvini S.A. currently anticipates or at all. Nuvini S.A.’s businesses will likely require significant additional amount of capital resources to sustain and expand operations to generate sufficient cash flow to meet their obligations on a timely basis and Nuvini S.A. may need to raise additional financing through loans, sales of securities or additional investments in order to fund its ongoing operations. There is no assurance that Nuvini S.A. will be able to obtain such additional financing or that it will be able to obtain such additional financing on favorable terms.

Nuvini S.A.’s management has concluded that these conditions raise substantial doubt about Nuvini S.A.’s ability to meet its financial obligations as they become due for the next twelve months. In addition, the audit report of Nuvini S.A.’s independent registered public accounting firm for the year ended December 31, 2022 includes an explanatory paragraph relating to Nuvini S.A.’s ability to continue as a going concern due to the factors mentioned above. Nuvini S.A.’s audited consolidated financial statements as of and for the year ended December 31, 2022 do not include any adjustments that may result from the outcome of this uncertainty and do not reflect the transactions contemplated by the Business Combination. For further discussion on Nuvini S.A.’s assessment of going concern, see “Note 2—Basis of Presentation” of Nuvini S.A.’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

The Nuvini Group’s growth strategy depends in large part on continued acquisitions of SaaS businesses. Nuvini S.A. may not be able to identify suitable acquisition candidates or complete acquisitions successfully.

The Nuvini Group’s future growth is dependent in large part on Nuvini S.A.’s ability to acquire new businesses. Nuvini S.A. has been continuously seeking additional acquisition opportunities to expand into new markets in Latin America and enhance Nuvini S.A.’s position in Brazil where the Nuvini Group’s substantial operations are. There are no assurances, however, that Nuvini S.A. will be able to successfully identify suitable candidates, negotiate appropriate terms, obtain financing on acceptable terms, complete proposed acquisitions or expand into new markets. Once acquired, operations of acquired businesses may not achieve anticipated levels of revenues, profitability or cash flows.

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Nuvini S.A.’s ability to successfully expand its business through acquisitions depends on several factors, including its ability to successfully integrate acquired businesses. Nuvini S.A. provides limited back-office support to the Nuvini Acquired Companies and does not integrate the Nuvini Acquired Companies’ actual proprietary SaaS business operations that are being conducted by the Nuvini Acquired Companies within their respective entities as subsidiaries to Nuvini S.A. Each Nuvini Acquired Company’s engineering, human resources and operations teams will continue to operate independently and report to such Nuvini Acquired Company’s own set of management. Such structures may delay the efficiencies that Nuvini S.A. expects to gain from any potential acquisition and Nuvini S.A.’s brand and reputation may be negatively affected by any damage or reputational harm to the Nuvini Acquired Company’s brand. Although Nuvini S.A.’s management will endeavor to evaluate the risks inherent in any particular transaction, there are no assurances that it will properly ascertain all such risks. Moreover, prior acquisitions have resulted, and future acquisitions could result, in the incurrence of substantial additional indebtedness and other expenses. Future acquisitions may also result in potentially dilutive issuances of equity securities. Difficulties encountered with acquisitions may have a material adverse effect on the Nuvini Group’s business, financial condition and results of operations.

Any failure to effectively manage Nuvini S.A.’s growth through acquisitions may disrupt the Nuvini Group’s operations and adversely affect its operating results.

Since Nuvini S.A.’s inception, Nuvini S.A. has completed seven acquisitions and plans to continue acquiring other SaaS businesses in the future. Growth and expansion resulting from future acquisitions significantly require Nuvini S.A.’s management resources. Any future acquisitions involve a number of special risks, including the following:

Future acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company may not be adequately reflected, if at all, in the historical financial statements of such company and the risk that such historical financial statements may be based on assumptions that are incorrect or inconsistent with Nuvini S.A.’s assumptions or accounting policies. Nuvini S.A. may not be able to manage such expansion effectively and its failure to do so could lead to a disruption in Nuvini S.A.’s business, a loss of clients and revenues, and increased expenses.

The Nuvini Group expects to expand beyond Brazil which causes a variety of operational challenges.

A component of the Nuvini Group’s growth strategy involves the expansion of the Nuvini Group’s operations through acquisitions internationally, particularly in Latin America. Nuvini S.A. is developing strategies to address international markets, but there is no guarantee that such efforts will have the desired effect. The Nuvini Group expects that its international activities will begin and continuously grow for the foreseeable future as it pursues opportunities in international markets, particularly in Latin America, which will require significant dedication of management attention and financial resources.

Nuvini S.A.’s future international business and operations involve a variety of risks, including:

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Nuvini S.A. expects to invest substantial time and resources to further expand internationally and its failure or inability to successfully and timely do so would adversely affect the Nuvini Group’s business, financial condition and results of operations.

Nuvini S.A. has experienced rapid growth and expects to invest in its growth for the foreseeable future. If Nuvini S.A. fails to manage its growth effectively, its business, operating results and financial condition would be adversely affected.

Nuvini S.A. has experienced rapid growth in recent periods. For example, Nuvini S.A.’s revenues for the year ended December 31, 2022 have grown 39% as compared to the year ended December 31, 2021. The expected continued growth and expansion of Nuvini S.A. and the Nuvini Acquired Companies’ businesses may place a significant strain on management, business operations, financial condition, infrastructure and corporate culture.

With continued growth, Nuvini S.A.’s information technology systems and internal control over financial reporting and procedures may not be adequate to support the Nuvini Acquired Companies’ operations and may

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be subject to data security incidents that may interrupt business operations and allow third parties to obtain unauthorized access to business information or misappropriate funds. Nuvini S.A. may also face risks to the extent such third parties infiltrate the information technology infrastructure of its contractors.

To manage growth in operations and personnel, the Nuvini Group have to continuously improve its operational, financial and management controls and reporting systems and procedures. Failure to effectively manage its growth could result in difficulty or delays in the Nuvini Acquired Companies’ ability to attract new clients, decline in quality or client satisfaction, increases in costs, introduction of new products and services , enhancements of existing products and services, loss of clients; information security vulnerabilities or other operational difficulties, any of which could adversely affect Nuvini’s business performance and operating results. Nuvini S.A.’s strategy is based on a combination of growth and M&A, and any inability to scale the Nuvini Acquired Companies while also acquiring new companies may impact Nuvini S.A.’s growth trajectory and results of operations.

Nuvini may require additional capital to support the growth of its business, and this capital might not be available on acceptable terms, if at all.

Nuvini S.A. has funded its operations since inception primarily through equity financings, loans and borrowings from financial institutions and the Nuvini Group’s operations. Nuvini S.A. is uncertain when or if the Nuvini Acquired Companies’ operations will generate sufficient cash to fully fund their ongoing operations or the growth of the Nuvini Group’s business. Nuvini S.A. intends to continue to make investments to support the Nuvini Group’s business, which may require Nuvini S.A. to engage in equity or debt financings to secure additional funds. Additional financing may not be available on terms favorable to Nuvini S.A., if at all. If adequate funds are not available on acceptable terms, Nuvini S.A. may be unable to invest in future growth opportunities, which could harm the Nuvini Group’s businesses, operating results and financial conditions. If Nuvini S.A. incurs new debt, the creditors would have rights senior to holders of common stock to make claims on Nuvini S.A.’s assets, and the terms of any debt could restrict the Nuvini Group’s operations, including New Nuvini’s ability to pay dividends on New Nuvini Ordinary Shares. Furthermore, after the completion of the Business Combination, if New Nuvini issues additional equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of New Nuvini Ordinary Shares. Because the decision to issue securities in the future will depend on numerous considerations, including factors beyond New Nuvini’s control, New Nuvini cannot predict or estimate the amount, timing or nature of any future issuances of debt or equity securities. As a result, New Nuvini Shareholders bear the risk of future issuances of debt or equity securities reducing the value of New Nuvini Ordinary Shares and diluting their interests. For more information on Nuvini S.A.’s indebtedness see “Nuvini S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Loans and Financing and Debenture.”

If the Nuvini Group is unable to obtain sufficient funding on a timely basis and on acceptable terms and continue as a going concern, the Nuvini Group may be required to significantly curtail, delay or discontinue its operations.

If the Nuvini Group is unable to obtain sufficient funding on a timely basis and on acceptable terms and continue as a going concern, the Nuvini Group may be required to significantly curtail, delay or discontinue its operations. In general, the Nuvini Group may be unable to expand its operations or otherwise capitalize on business opportunities and defend against and prosecute litigation necessary to conduct the Nuvini Group’s businesses as desired, which could materially affect the Nuvini Group’s businesses, financial condition and results of operations. If the Nuvini Group is ultimately unable to continue as a going concern, it may have to seek the protection of bankruptcy laws or liquidate its assets and may receive less than the value at which those assets are carried on its financial statements, and it is likely that New Nuvini’s securityholders will lose all or a part of their investment.

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Nuvini’s market opportunity estimates and market growth forecasts included in this proxy statement/prospectus may prove to be inaccurate. Even if the market in which the Nuvini Group competes achieves the forecasted growth, the Nuvini Group’s businesses could fail to grow at similar rates, if at all.

This proxy statement/prospectus contains market and industry data, estimates and statistics obtained from third-party sources. While Nuvini believes such information to be reliable in general, Nuvini has not independently verified the accuracy or completeness of any such third-party information. Such information may not have been prepared on a comparable basis or may not be consistent with other sources. Similarly, this proxy statement/prospectus contains information based on or derived from internal company surveys, studies and research that have not been independently verified by third-party sources. Industry data, projections and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments.

In addition, the market for SaaS in Latin America is relatively new and will experience changes over time. Growth forecasts, including for the Nuvini Acquired Companies’ SaaS businesses, are uncertain and based on assumptions and estimates that may be inaccurate. The Nuvini Acquired Companies’ addressable market depends on a number of factors, including changes in the competitive landscape, technology, data security or privacy concerns, client budgetary constraints, business practices, regulatory environment and economic conditions. Moreover, geographic markets and the industries the Nuvini Acquired Companies operate in are not rigidly defined or subject to standard definitions.

Accordingly, Nuvini’s use of the terms referring to its geographic markets and industries may be subject to interpretation, and the resulting industry data, projections and estimates may not be reliable. Nuvini’s estimates and forecasts relating to the size and expected growth of its market may prove to be inaccurate and Nuvini’s ability to produce accurate estimates and forecasts may in the future be impacted by the economic uncertainty associated with the COVID-19 pandemic, as well as with other macroeconomic factors to which the Nuvini Group is subject (see “—Risks Related to the Nuvini Group’s Substantial Operations in Brazil” below). Even if the market where Nuvini competes meets the size estimates and growth rate forecasts, its business could fail to grow. For these reasons, you should not place undue reliance on such information.

The financial and operating projections in this proxy statement/prospectus rely in large part on assumptions and analyses developed by Nuvini S.A. and third-party sources and are based on New Nuvini’s ability to achieve, among other factors, certain growth milestones in accordance with the Nuvini Group’s business plans. If these assumptions or analyses prove to be incorrect, New Nuvini’s actual operating results may materially differ from its forecasted results.

Nuvini S.A. does not, as a matter of course, make public projections as to future sales, earnings or other results. However, Nuvini S.A.’s management has prepared the financial projections set forth elsewhere in this proxy statement/prospectus to provide Mercato information to conduct its comprehensive analysis and the financial projections are included in this proxy statement/prospectus solely to provide Mercato stockholders with access to information made available in connection with the Mercato Board’s consideration of the Business Combination. The financial projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to financial projections, but, in the view of Nuvini S.A.’s management, was prepared on a reasonable basis, reflect the best currently available estimates and judgments, and present, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of New Nuvini. However, this information should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the financial projections.

Nuvini S.A.’s independent auditors or any other independent accountants have neither compiled, examined or performed any procedures with respect to the prospective financial information contained in this proxy statement/prospectus, nor expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the prospective financial information.

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There can be no assurance that the management projections appearing elsewhere in this proxy statement/prospectus will be realized, and actual results may differ materially from those shown. The inclusion of the management projections in this proxy statement/prospectus should not be regarded as an indication that New Nuvini, Nuvini, Mercato or any of their respective affiliates, officers, directors, advisors or other representatives considered or consider the management projections necessarily predictive of actual future events, and the management projections should not be relied upon as such. None of New Nuvini, Nuvini, Mercato or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from such management projections. None of New Nuvini, Nuvini, Mercato or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any shareholder or other person regarding the ultimate performance of New Nuvini compared to the information contained in the management projections or that forecasted results will be achieved. For additional information regarding the limitations of Nuvini’s projections, see “The Business Combination—Certain Unaudited Projected Financial Information.”

Some of the industries in which the Nuvini Group operates are cyclical, and, accordingly, the Nuvini Group’s businesses are subject to changes in the economy.

Some of the business areas in which the Nuvini Group operates are subject to specific industry and general economic cycles including but not limited to, the SaaS markets. Accordingly, a downturn in these or other markets where the Nuvini Group participates could materially and adversely affect Nuvini S.A. If demand changes and the Nuvini Group fails to respond accordingly, Nuvini S.A.’s results of operations could be materially and adversely affected. The business cycles of the Nuvini Group’s different operations may occur contemporaneously. Consequently, the effect of an economic downturn may have a magnified negative effect on material portions of the Nuvini Group’s businesses.

The markets in which the Nuvini Acquired Companies operate are highly competitive, and if the Nuvini Acquired Companies do not compete effectively, the Nuvini Group’s business, financial condition and results of operations could be harmed.

The markets where the Nuvini Acquired Companies operate are intensely competitive and characterized by rapid changes in technology, client requirements and industry standards, and frequent new solutions, service introductions and improvements. As these markets continue to mature and new technologies and competitors enter such markets, the Nuvini Acquired Companies expect competition to intensify. The current competitors include other software holding companies, such as Constellation Software Inc., Roper Technologies, Inc., Vitec Software Group and Tyler Technologies, Inc.

The Nuvini Acquired Companies compete based on various factors, including price, performance, range of use cases, brand recognition and reputation, client support and differentiated capabilities, including ease of implementation, administration, use and scalability. Some of the Nuvini Acquired Companies’ competitors have substantially greater brand recognition, client relationships and financial, technical and other resources than what the Nuvini Group has, and may be able to respond more effectively than the Nuvini Acquired Companies to new or changing opportunities, technologies, standards, client requirements and buying practices.

New and innovative start-up companies and larger companies that are making significant investments in research and development may introduce competing SaaS solutions that have greater performance or functionality or are easier or cheaper to implement or use; incorporate technological advances that the Nuvini Group has not yet developed or implemented; or invent similar or superior SaaS solutions, including data platforms that are better, more powerful and client-friendly than the Nuvini Group’s.

The Nuvini Group may also face competition from in-house developments by the Nuvini Acquired Companies’ clients, academic and government institutions, and the open-source community that may offer similar services and solutions, or an adequate substitute for the Nuvini Acquired Companies’ services and solutions. These factors may force the Nuvini Group to compete on other fronts in addition to the quality of the Nuvini Acquired Companies’ services and to expend significant resources in order to remain competitive, which the Nuvini Group may be unable to do.

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Moreover, the markets in which the Nuvini Acquired Companies compete are subject to evolving industry standards and regulations, resulting in increasing data governance and compliance requirements for the Nuvini Group and its clients (for additional information, see “—Risks Related to Legal Matters and Regulations” below).

For these reasons, competition may negatively impact the Nuvini Group’s ability to grow prices and gross margins, any of which could materially harm the Nuvini Group’s business, results of operations and financial condition.

Failure to effectively develop and expand the Nuvini Acquired Companies’ sales and marketing capabilities could harm their ability to increase their client-base and achieve broader market acceptance of their data solutions and proprietary data platform.

The Nuvini Acquired Companies must expand their sales and marketing efforts to increase their respective sales to new and existing clients. The Nuvini Acquired Companies plan to continue expanding their direct and indirect sales force, both domestically and internationally. It may require significant time and resources to effectively onboard new sales and marketing personnel. Once a new client begins using the Nuvini Acquired Companies’ data solutions and services, their sales team will need to maintain and generate more sales from that client. These efforts will require the Nuvini Group to invest significant financial and other resources, including in industries and sales channels in which Nuvini has limited experience to date. The Nuvini Acquired Companies’ businesses and results of operations will be harmed if the Nuvini Acquired Companies’ sales and marketing efforts generate increases in revenue that are smaller than anticipated. Nuvini S.A. may not achieve anticipated revenue growth from expanding the Nuvini Acquired Companies’ sales force if it is unable to hire, develop, integrate and retain talented and effective sales personnel, if the Nuvini Acquired Companies’ new and existing sales personnel is unable to achieve desired productivity levels in a reasonable period of time, or if the Nuvini Acquired Companies’ sales and marketing programs are not effective.

The Nuvini Acquired Companies’ clients may choose not to renew existing engagements or enter into new engagements with the Nuvini Acquired Companies on terms acceptable to the Nuvini Group, or at all.

The Nuvini Acquired Companies’ contracts with their clients to provide SaaS solutions typically have a monthly term and will renew automatically. Based on the historical performance of the Nuvini Group, its clients have been consistently renewing their respective subscriptions on a monthly basis. The Nuvini Acquired Companies have been operating for more than 10 years on average and have a record of consistent monthly renewals even during the COVID-19 pandemic, which was a major disruption for most businesses. As of December 31, 2022 and 2021, 95.4% and 94.7%, respectively, of clients renewed their subscriptions to Nuvini Group services or products every month. However, these contracts may, in a majority of cases, be terminated without cause by the Nuvini Acquired Companies’ clients, so long as the clients provide 30 to 120 days prior notice. The Nuvini Acquired Companies’ clients may terminate or reduce their use of the Nuvini Acquired Companies’ SaaS solutions for several reasons, including (i) if they are not satisfied with the solution or service level,(ii) the value proposition for the Nuvini Acquired Companies’ SaaS solutions, or (iii) if the Nuvini Acquired Companies are unable to meet clients’ needs and expectations. If price increases make the Nuvini Acquired Companies’ SaaS solutions unaffordable, the possibility of client termination or reduction may be more likely. These price increases can be due to the Nuvini Acquired Companies’ businesses, inflation adjustments or supplier cost increases. Even if the Nuvini Acquired Companies successfully deliver on contracted data solutions and services and maintain close relationships with the Nuvini Acquired Companies’ clients, a number of factors outside of Nuvini’s control could cause the loss of or reduction in business or revenue from the Nuvini Acquired Companies’ existing clients. These factors include, among other things:

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The ability of clients to terminate their engagements with the Nuvini Acquired Companies at any time makes Nuvini S.A.’s future revenue flow uncertain. The Nuvini Acquired Companies may not be able to replace any client that chooses to terminate or chooses not to renew its contract, which could materially and adversely affect Nuvini S.A.’s revenue. Furthermore, terminations in engagements may make it difficult to plan Nuvini’s project resource requirements.

If a significant number of clients cease using or reduce their usage of the Nuvini Acquired Companies’ SaaS solutions, the Nuvini Acquired Companies may be required to spend significantly more on sales and marketing than it currently plans to spend in order to maintain or increase revenue from clients. Such additional sales and marketing expenditures could adversely affect Nuvini’s business, results of operations and financial condition.

In addition, while the restrictions imposed by the COVID-19 pandemic have prompted a shift to digital solutions and services that benefited the Nuvini Group’s business in 2022 and 2021, there can be no assurance that this shift will continue and that the Nuvini Group will continue to benefit from the Nuvini Acquired Companies’ clients’ increased spending on digital transformation efforts in response to the COVID-19 pandemic.

The extent to which the COVID-19 pandemic and measures taken in response thereto impact the Nuvini Group’s business, financial condition, results of operations and prospects will depend on future developments, which are highly uncertain and are difficult to predict.

The global impact of the COVID-19 outbreak and the measures taken to reduce the spread of the virus and its variants have adversely affected the global macroeconomic environment, significantly increased economic uncertainty and reduced economic activity. Governmental authorities around the world, including in Brazil, have taken measures to contain the spread of COVID-19 by implementing travel bans and restrictions, quarantines, shelter-in-place, total lock-down orders and business limitations and shutdowns, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion or at all.

The Nuvini Group has taken numerous actions to protect its employees and businesses following the spread of COVID-19. The Nuvini Group may take further actions if and when required by government authorities or it determines to be in the best interests of its employees, clients and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by COVID-19. In addition, the Nuvini Group’s management team has spent, and will likely continue to spend, significant time, attention and resources in monitoring the COVID-19 pandemic and associated global economic uncertainty and managing its effects on the Nuvini Group’s businesses and workforce.

The extent to which the COVID-19 outbreak impacts the Nuvini Group’s businesses, financial condition, results of operations and prospects in the longer term will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration, spread and severity of the outbreak, the actions taken to contain COVID-19 or treat its impact, how quickly and to what extent normal economic and operating conditions broadly resume, and the extent of the impact of these factors on the Nuvini Group’s employees, suppliers, partners and clients.

Public health threats or outbreaks of communicable diseases could have an adverse effect on the Nuvini Group operations and financial results.

The Nuvini Group may face risks related to public health threats or outbreaks of communicable diseases. The outbreak of communicable diseases could result in a widespread health crisis that could adversely affect the

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global economy and the Nuvini Group’s ability and the Nuvini Acquired Companies’ business partners’ ability to conduct business in Brazil for an indefinite period of time. For example, the recent outbreak of COVID-19 has spread across the globe, and is already resulting in a global or regional economic slowdown, a shutdown of production and supply chains and a disruption of international trade, all of which may negatively impact the Brazilian economy. Disruptions in public and private infrastructure, including communications and financial, could materially and adversely disrupt the Nuvini Acquired Companies’ normal business operations.

The COVID-19 pandemic is expected to have a continuous negative impact on global, regional and national economies and to disrupt supply chains and otherwise reduce international trade and business activity. Reflecting this, the COVID-19 pandemic has already caused, since early 2020, the levels of equity and other financial markets to decline sharply and to become volatile, and such effects may continue or worsen in the future. This may in turn further impact the stock market in Brazil. The current COVID-19 pandemic and its potential impact on the global economy may affect the Nuvini Group’s ability to meet its financial targets. While the Nuvini Group cannot predict the future impacts on its business or if it will be able to achieve its financial targets, the Nuvini Group would be materially adversely affected by a protracted downturn in local, regional or global economic conditions.

The Nuvini Acquired Companies may not be able to renew or maintain their data hosting agreements with their suppliers.

Amazon Web Services (“AWS”) and Google Cloud Platform (“GCP”) are the Nuvini Acquired Companies’ primary suppliers for data hosting, and may terminate their hosting agreements with the Nuvini Acquired Companies at any time without cause and without a prior notice (in the case of AWS, subject to a prior notice of 30 days’ prior notice where Nuvini fails to use the services) . Any such termination would be disruptive to the Nuvini Acquired Companies’ businesses, and it may not be possible to secure alternative data hosting suppliers on similar terms or with the same quality of solutions and services as those being provided by the Nuvini Acquired Companies’ current suppliers. Accordingly, if the Nuvini Acquired Companies lose their current arrangements with their main suppliers, the Nuvini Acquired Companies’ third-party software clients may engage another SaaS solutions company to fulfill their needs, and, in any such case, terminate their relationships with the Nuvini Acquired Companies. In this case, Nuvini may experience a material adverse effect on Nuvini S.A.’s cash position, revenue and, by extension, Nuvini’s results of operations and financial position.

The Nuvini Acquired Companies and their suppliers could suffer disruptions, outages, defects and other performance and quality problems with the Nuvini Acquired Companies’ solutions or with the public cloud and internet infrastructure on which their solutions rely. If the availability of the Nuvini Acquired Companies’ proprietary SaaS solutions does not meet the Nuvini Acquired Companies’ service-level commitments to their clients, Nuvini S.A.’s current and future revenue may be negatively impacted.

The Nuvini Acquired Companies’ businesses depend on the SaaS solutions that they offer to be available without disruption.

The Nuvini Acquired Companies and their suppliers have experienced, and may in the future experience, disruptions, outages, defects and other performance and quality issues with these data solutions. The Nuvini Acquired Companies have also experienced, and may in the future experience, disruptions, outages, defects and other performance and quality issues with the public cloud and internet infrastructure on which the Nuvini Acquired Companies’ proprietary data platform relies. These issues may arise from several factors, including introductions of new functionality, vulnerabilities and defects in proprietary and open source software, human error or misconduct, natural disasters (such as tornadoes, earthquakes or fires), capacity constraints, design limitations, denial-of-service attacks or other security-related incidents. Moreover, the Nuvini Acquired Companies typically commit to maintaining a minimum service-level of availability for the Nuvini Acquired Companies’ clients that use their proprietary SaaS solutions. If the Nuvini Acquired Companies are unable to meet these commitments, the Nuvini Acquired Companies may be obligated to provide clients with additional capacity, which could significantly affect Nuvini S.A.’s revenue.

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A material portion of the Nuvini Acquired Companies’ businesses is provided through software hosting services, which are sometimes hosted from and use computing infrastructure provided by third parties, including AWS and GCP. These hosting services depend on the uninterrupted operation of data centers and the ability to protect computer equipment and information stored in these data centers against damage that may be caused by natural disaster, fire, power loss, telecommunications or Internet failure, acts of terrorism, unauthorized intrusion, computer viruses and other similar damaging events.

If any of the Nuvini Acquired Companies’ data centers become inoperable for an extended period, such Nuvini Acquired Company might be unable to fulfill its contractual commitments. Although the Nuvini Acquired Companies take what they believe to be reasonable precautions against such occurrences, the Nuvini Group can give no assurance that damaging events such as these will not result in a prolonged interruption of the Nuvini Acquired Companies’ services, which could result in client dissatisfaction, loss of revenue to Nuvini S.A. and damage to the Nuvini Group’s businesses.

Furthermore, third-party hosting service providers have no obligation to renew their agreements with any of the Nuvini Acquired Companies on commercially reasonable terms or at all. If the Nuvini Acquired Companies are unable to renew these agreements on commercially reasonable terms, the Nuvini Acquired Companies may be required to transition to new providers and incur significant costs and possible service interruption in doing so. In addition, such service providers could decide to close their facilities or change or suspend their service offerings without adequate notice to the Nuvini Group. Moreover, any financial difficulties, such as bankruptcy, faced by such service providers may have negative effects on the Nuvini Group’s businesses, the nature and extent of which are difficult to predict. Because the Nuvini Acquired Companies cannot easily switch third-party hosting service providers, any disruption with respect to the current service providers would impact their operations and their business could be adversely impacted. Problems faced by the Nuvini Acquired Companies’ hosting service providers could adversely affect the experience of their clients. For example, AWS has experienced significant service outages in the past and may do so again in the future. In addition, the ongoing COVID-19 pandemic has disrupted and may continue to disrupt the supply chain of hardware needed to maintain these third-party systems or to run the Nuvini Acquired Companies’ businesses.

Each Nuvini Acquired Company depends on third parties that it engages or collaborates with for certain projects, deliverables and/or financial transaction processes. If these parties fail to satisfy their obligations to the Nuvini Acquired Companies or the Nuvini Acquired Companies fail to maintain these relationships, Nuvini’s operating results and business prospects could be adversely affected.

To satisfy the Nuvini Acquired Companies’ obligations under client contracts, each Nuvini Acquired Company often engages third parties to provide certain deliverables or fulfill certain requirements. The Nuvini Acquired Companies may also use third parties to ensure that their services and solutions integrate with the software, systems or infrastructure requirements of other vendors and service providers. The Nuvini Acquired Companies’ ability to serve their clients and deliver their solutions in a timely manner depends on the Nuvini Acquired Companies’ ability to retain and maintain relationships with third-party vendors and service providers and the ability of these third parties to meet their obligations in a timely manner, as well as on the Nuvini Acquired Companies’ effective oversight of their performance. If any third party fails to perform on a timely basis the services it agreed to render, the Nuvini Acquired Companies’ ability to fulfill their obligations may be jeopardized. Third-party performance deficiencies could result in breaches of the Nuvini Acquired Companies’ obligations with respect to, or the termination for default of, one or more of their client contracts. A breach or termination for default could expose the Nuvini Group to liability for damages and have an adverse effect on its business prospects, results of operations, cash flows and financial condition, and the Nuvini Acquired Companies’ ability to compete for future contracts and orders. Moreover, a global economic slowdown, the COVID-19 pandemic or similar circumstances could also adversely affect the businesses of the Nuvini Acquired Companies’ third-party providers, hindering their ability to provide the services they were engaged for. The Nuvini Acquired Companies’ agreements with third parties typically are non-exclusive and do not prohibit them from working with the Nuvini Group’s competitors. If the Nuvini Acquired Companies are unsuccessful in

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establishing or maintaining their relationships with these third parties, the Nuvini Group’s ability to compete in the marketplace or to grow its revenues could be impaired and the Nuvini Group’s business, operating results and financial condition could be adversely affected.

If the Nuvini Group loses key members of its management teams or is unable to attract and retain the executives and employees it needs to support its operations and growth (especially skilled software engineers and developers), the Nuvini Group’s business and future growth prospects may be harmed.

The Nuvini Group’s success depends in part on the continued services of Nuvini S.A.’s co-founder Pierre Schurmann, as well as the Nuvini Group’s other executive officers and key employees in the areas of research and development (particularly, skilled software engineers and developers), sales and marketing.

From time to time, there may be changes in the Nuvini Group’s executive, management and technical teams or other key employees resulting from the hiring or departure of these personnel. The Nuvini Group’s executives, officers and other key employees are employed on an at-will basis, which means that these personnel could terminate their employment with the Nuvini Group at any time. The loss of one or more of the Nuvini Group’s executives, officers, or the failure by its executive team to effectively work with its employees and lead the Nuvini Group, including as a result of remote working conditions, could harm the Nuvini Group’s business.

In addition, to execute the Nuvini Group’s growth plan, it must attract and retain highly qualified professionals. There is a high demand for qualified professionals in the market, especially for engineers experienced in designing and developing SaaS solutions, experienced sales professionals and expert client support personnel. The Nuvini Acquired Companies are also dependent on the continued service of their existing software engineers because of the sophistication of the Nuvini Acquired Companies’ proprietary SaaS solutions.

In the past, the Nuvini Group has experienced, and expects to continue experiencing, difficulty in hiring and retaining employees with appropriate qualifications, particularly skilled software engineers and developers. Many companies with greater resources compete with the Nuvini Group for these experienced personnel . If the Nuvini Group hires employees from competitors or other companies, their former employers may attempt to assert that these employees or the Nuvini Group has breached their legal obligations, resulting in a diversion of the Nuvini Group’s time and resources. In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of Nuvini S.A.’s equity awards declines, experiences significant volatility or increases such that prospective employees believe there is limited upside to the value of Nuvini S.A.’s equity awards, or if its existing employees receive significant proceeds from liquidating their previously vested equity awards, it may adversely affect the Nuvini Group’s ability to recruit and retain key employees.

The Nuvini Group also believes its culture has been a key contributor to its success to date and that the critical nature of the Nuvini Acquired Companies’ SaaS solutions promotes a sense of greater purpose and fulfillment among Nuvini Group’s employees. As the Nuvini Group’s workforce becomes more distributed around the world, the Nuvini Group may not be able to maintain important aspects of its culture. Any failure to preserve the Nuvini Group’s culture could negatively affect its ability to retain and recruit personnel. If the Nuvini Group fails to attract new personnel or fails to retain and motivate the Nuvini Group’s current personnel, its business and future growth prospects would be harmed.

Increases in salaries, wages and other compensation could prevent the Nuvini Group from sustaining the Nuvini Group’s competitive advantage and increase its costs.

Wages for technology professionals in emerging countries where the Nuvini Group has significant operations are lower than comparable wages in more developed countries. However, wages in the technology industry in these countries may increase at a faster rate than in the past, which may make the Nuvini Group less competitive unless it enhances the efficiency and productivity of its employees. If the Nuvini Group expands operations and hires technology professionals from more developed economies, it will incur higher costs associated with salaries, wages and other compensation, due to higher rates in those markets. In all countries

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where the Nuvini Group operates, wage inflation, regardless if driven by competition for talent or in the ordinary course, may also increase its cost of doing business and reduce its profitability if it fails to pass those costs on to its clients or to charge premium prices when justified by market demand.

If the Nuvini Group is unable to maintain its corporate culture while the Nuvini Group grows, it could lose the innovation, teamwork, passion and focus embedded in its corporate culture that it believes contributes to its success, and its businesses may be harmed.

The Nuvini Group believes its corporate culture has been a critical component to its success. The Nuvini Group has invested substantial time and resources in building its teams. As the Nuvini Group grows and develops its infrastructure as a public company, the Nuvini Group’s operations may become increasingly complex. The Nuvini Group may find it difficult to maintain important aspects of its corporate culture such as innovation, teamwork, passion and focus. In addition, the Nuvini Group believes that any potential transition to a fully or predominantly remote work environment in the aftermath of the COVID-19 pandemic may also present significant challenges to maintaining Nuvini Group’s corporate culture, including employee engagement and productivity. Any failure to preserve the Nuvini Group’s culture could negatively affect its future success, including New Nuvini’s ability to retain and recruit personnel, and to effectively focus on and pursue its corporate objectives.

Risks Related to Software Market

Demand for the Nuvini Acquired Companies’ SaaS solutions may fluctuate, which may make it difficult for the Nuvini Group to manage its businesses efficiently and may reduce its profitability and market share in the future.

The Nuvini Group depends upon the capital spending budgets of the Nuvini Acquired Companies’ clients. World and regional economic conditions have, in the past, adversely affected the Nuvini Acquired Companies’ licensing and support revenue. If economic or other conditions reduce the Nuvini Acquired Companies’ clients’ capital spending levels, the Nuvini Group’s businesses, results of operations and financial condition may be adversely affected. In addition, the purchase and implementation of the Nuvini Acquired Companies’ SaaS solutions can constitute a major portion of the Nuvini Acquired Companies’ clients’ overall technology budget, and the amount clients are willing to invest in acquiring and implementing such SaaS solutions has tended to vary in response to economic, financial or other business conditions.

The loss of the Nuvini Acquired Companies’ rights to use software currently licensed to them by third parties could increase Nuvini’s operating expenses by forcing Nuvini to seek alternative technologies and adversely affect Nuvini’s ability to compete.

The Nuvini Acquired Companies license certain technologies used in their products from third parties, generally on a non-exclusive basis. The termination of any of these licenses, or the failure of the licensors to adequately maintain or update their products, could delay the Nuvini Acquired Companies’ ability to deliver their products while the Nuvini Acquired Companies seek to implement alternative technology offered by other sources and require significant unplanned investments on their part. In addition, alternative technology may not be available on commercially reasonable terms. In the future, it may be necessary or desirable to obtain other third-party technology licenses relating to one or more of the Nuvini Acquired Companies’ products or relating to current or future technologies to enhance the Nuvini Acquired Companies’ product offerings. There is a risk that the Nuvini Acquired Companies will not be able to obtain licensing rights to the needed technology on commercially reasonable terms, if at all.

Some of the markets for the Nuvini Acquired Companies’ SaaS solutions are characterized by frequent technological advances, and the Nuvini Acquired Companies must continually improve their software products to remain competitive.

Frequent technological change and new product introductions and enhancements characterize the software industry in general. The Nuvini Acquired Companies’ current and potential clients increasingly require greater

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levels of functionality and more sophisticated product offerings. In addition, the life cycles of many of the Nuvini Acquired Companies’ software products are difficult to estimate. While the Nuvini Acquired Companies believe some of their software products may be nearing the end of their product life cycles, the Nuvini Acquired Companies cannot estimate the decline in demand from the Nuvini Acquired Companies’ clients of maintenance related to these software products. Accordingly, Nuvini believes that its future success depends upon the Nuvini Acquired Companies’ ability to enhance current software products, to develop and to introduce new products offering enhanced performance and functionality at competitive prices in a timely manner, and on the Nuvini Acquired Companies’ ability to enable their software products to work in conjunction with other products from other suppliers that their clients may utilize. The Nuvini Acquired Companies’ failure to develop and to introduce or to enhance products in a timely manner could have a material adverse effect on the Nuvini Acquired Companies’ businesses, results of operations and financial condition.

The Nuvini Acquired Companies may be unable to respond on a timely basis to the changing needs of the Nuvini Acquired Companies’ client bases and the new applications the Nuvini Acquired Companies design for their clients may prove to be ineffective. Nuvini Acquired Companies’ ability to compete successfully will depend in large measure on the Nuvini Acquired Companies’ ability to be among the first to market with effective new products or services, to maintain a technically competent research and development staff, and to adapt to technological changes and advances in the industry. The Nuvini Acquired Companies’ software products must remain compatible with evolving computer hardware and software platforms and operating environments. Nuvini cannot assure you that the Nuvini Acquired Companies will be successful in these efforts. In addition, competitive or technological developments and new regulatory requirements may require the Nuvini Acquired Companies to make substantial, unanticipated investments in new products and technologies, and the Nuvini Acquired Companies may not have sufficient resources to make these investments. If the Nuvini Acquired Companies were required to expend substantial resources to respond to specific technological or product changes, their operating results would be adversely affected.

Software product development delays could harm the Nuvini Group’s competitive position and reduce Nuvini S.A.’s revenues.

If the Nuvini Acquired Companies experience significant delays in releasing new or enhanced software products, the Nuvini Group’s position in the market could be harmed and Nuvini S.A.’s revenue could be substantially reduced, which would adversely affect its operating results. The Nuvini Acquired Companies have experienced software product development delays in the past and may experience delays in the future. In particular, the Nuvini Acquired Companies may experience software product development delays associated with the integration of recently acquired software products and technologies. Delays may occur for many reasons, including the inability to hire a sufficient number of developers, discover bugs and errors or conform the Nuvini Acquired Companies’ current or future software products to client and industry requirements.

The Nuvini Acquired Companies’ software products may contain errors or defects that could result in lost revenue, delayed or limited market acceptance or product liability claims with substantial litigation costs.

As a result of their complexity, software products may contain undetected errors or failures when introduced to the market. Despite testing performed by the Nuvini Acquired Companies and testing and use by current and potential clients, defects and errors may be found in new software products after commencement of commercial shipments or the offering of a network service using these software products. In these circumstances, the Nuvini Acquired Companies may be unable to successfully correct the errors in a timely manner or at all. The occurrence of errors and failures in the Nuvini Acquired Companies’ software products could result in negative publicity and a loss of, or delay in, market acceptance of those software products. Such publicity could reduce revenue from new licenses and lead to increased client attrition. Alleviating these errors and failures could require significant expenditure of capital and other resources by the Nuvini Acquired Companies. The consequences of these errors and failures could have a material adverse effect on New Nuvini’s businesses, results of operations and financial condition.

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Because many of the Nuvini Acquired Companies’ clients use their software products for critical business applications, any errors, defects or other performance issues could result in financial or other damage to the Nuvini Acquired Companies’ clients. The Nuvini Acquired Companies’ clients or other third parties could claim damages from the Nuvini Acquired Companies in the event of actual or alleged failures of their software solutions. The Nuvini Acquired Companies in the past have been, and may in the future continue to be, subject to these kinds of claims. Although the Nuvini Acquired Companies’ license agreements with clients typically contain provisions designed to limit the Nuvini Acquired Companies’ exposure to potential claims, as well as any liabilities arising from these claims, these provisions may not effectively protect against such claims, liability and associated costs. Accordingly, any such claim could have a material adverse effect on the Nuvini Acquired Companies’ businesses, results of operations and financial condition. In addition, defending against this kind of claim, regardless of its merits, or otherwise satisfying affected clients, could entail substantial expense and require the devotion of significant time and attention by key management personnel.

The Nuvini Acquired Companies face competition from other software solutions providers, which may reduce their market share or limit the prices they can charge for their software solutions.

Given that each of the Nuvini Acquired Companies serve specific vertical markets, the Nuvini Acquired Companies face competition from vertical market competitors, specifically from small, emerging software companies. As a result, in certain market segments, competition can be intense, and significant pricing pressure may exist. To maintain and improve the Nuvini Acquired Companies’ competitive position, they must continue to develop and to introduce, in a timely and cost-effective manner, new software solutions. In addition, the Nuvini Acquired Companies expect that a substantial portion of their revenues will continue to be derived from SaaS licensing to the Nuvini Acquired Companies’ clients. Although the Nuvini Acquired Companies have experienced relatively stable and predictable attrition relating to these arrangements, increased competition could reduce the need for the Nuvini Acquired Companies’ maintenance services, as clients could decide to stop using the Nuvini Acquired Companies’ SaaS solutions or maintenance services and, instead, avail of the software applications or services of competitors.

Nuvini anticipates additional competition as other established and emerging companies enter the software market and introduce new products and technologies. For example, companies that historically have not competed in one of the Nuvini Acquired Companies’ market segments could introduce new applications based on newer product architectures that could provide for a functionality similar to or better than what the Nuvini Acquired Companies’ software products provide. In addition, existing and potential competitors may enter into strategic acquisitions or arrangements among themselves or with third parties to enhance their products in better addressing the needs of the Nuvini Acquired Companies’ prospective clients. Accordingly, it is possible that new competitors or alliances among existing and/or new competitors may emerge. This competition could result in price reductions, fewer client orders, reduced gross margins and loss of market share for the Nuvini Acquired Companies’ software products.

Some of the Nuvini Acquired Companies’ existing and potential competitors have greater financial, technical, marketing and other resources, better name recognition and larger client base compared to what the Nuvini Acquired Companies have. Some Nuvini Acquired Companies’ competitors offer products that are based on more advanced product architectures and services with performance advantages. The Nuvini Acquired Companies’ competitors may be able to respond more quickly to new or emerging technologies and changes in client requirements or may devote greater resources to the development, promotion and sale of their products. Many competitive factors affect the market for the Nuvini Acquired Companies’ products and the Nuvini Acquired Companies’ ability to generate new license revenues. These competitive factors include vendor and product reputation; industry specific expertise; cost of ownership; ease and speed of implementation; client support; product architecture, quality, price and performance; product performance attributes, such as flexibility, scalability, compatibility, functionality and ease of use; and vendor financial stability.

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If the Nuvini Acquired Companies, their suppliers or third-party service providers experience an actual or perceived security breach or unauthorized parties otherwise obtain access to their clients’ data or their data, their data solutions and services may be perceived as not being secure, the Nuvini Group’s reputation may be harmed, demand for the Nuvini Acquired Companies’ data solutions and services may be reduced and Nuvini may incur significant liabilities.

The Nuvini Group is heavily dependent upon information technology systems, infrastructure and data to operate its businesses and solutions. The Nuvini Acquired Companies’ proprietary data platform offers, processes, stores and transmits the Nuvini Acquired Companies’ clients’ and partners’ proprietary, confidential and sensitive data, such as personal, health and financial information. The Nuvini Acquired Companies also rely on third-party information technology systems in connection with the Nuvini Acquired Companies’ operations. For example, some of the Nuvini Acquired Companies’ proprietary data platforms are built to be available on the infrastructure of third-party public cloud providers, such as AWS and GCP. The Nuvini Acquired Companies also use third-party service providers and sub-processors to help them deliver services to Nuvini Acquired Companies’ clients and their end-users. These vendors may store or process proprietary, confidential and sensitive data such as personal information, protected health information or other information of the Nuvini Acquired Companies’ employees, their partners, their clients or their clients’ end-users. The Nuvini Acquired Companies collect such information from individuals located both in Brazil and abroad and may store or process such information outside the country in which it was collected. While the Nuvini Acquired Companies, their suppliers, their third-party service providers and their sub-processors have implemented or are contractually obligated to implement security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in the unauthorized disclosure, access, acquisition, modification, misuse, destruction or loss of the Nuvini Acquired Companies, their clients’ data. Any security breach of the Nuvini Acquired Companies’ proprietary data platform, their operational systems, physical facilities or the systems of their third-party service providers or sub-processors or the perception that one has occurred, could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention and other liabilities and damage to the Nuvini Group’s business. Even though the Nuvini Acquired Companies may not control the security measures of their suppliers, third-party service providers or sub-processors, the Nuvini Acquired Companies may be responsible for any breach of such measures.

Cyber-attacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware viruses and social engineering (including phishing) are prevalent in the Nuvini Acquired Companies’ industry and the Nuvini Acquired Companies’ clients’ industries and have generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. In addition to such attacks, the Nuvini Acquired Companies and the Nuvini Acquired Companies’ third-party vendors may experience unavailable systems, unauthorized accidental or unlawful access, acquisition or disclosure of information due to employee error, theft or misuse, sophisticated nation-state and nation-state supported actors and advanced persistent threat intrusions. The techniques used to sabotage or to obtain unauthorized access to the Nuvini Acquired Companies’ proprietary data platform, systems, networks or physical facilities in which data is stored or through which data is transmitted change frequently, and the Nuvini Acquired Companies may be unable to implement adequate preventative measures or stop security breaches prior to or while they are occurring. The recovery systems, security protocols, network protection mechanisms and other security measures that the Nuvini Acquired Companies have integrated into their proprietary data platform, systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, may not be adequate to prevent or detect service interruption, system failure or data loss. The Nuvini Acquired Companies may in the future become, the target of cyber-attacks by third parties seeking unauthorized access to them or their clients’ or their partners’ data or to disrupt the Nuvini Acquired Companies’ operations or ability to provide their services. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks or physical facilities utilized by the Nuvini Acquired Companies’ suppliers or third-party processors. The Nuvini Acquired Companies may not be able to anticipate all types of security threats, and the Nuvini Acquired Companies may not be able to implement preventive measures effective against all such security

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threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups, such as external service providers and hostile foreign governments or agencies. In addition, the Nuvini Acquired Companies’ or their third-party vendors’ systems may be vulnerable to breakdown or other interruptions from system malfunctions, natural disasters, terrorism, war and telecommunication and electrical failures.

The Nuvini Acquired Companies have contractual and other legal obligations to notify relevant stakeholders of security breaches. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. In addition, Nuvini’s agreements with certain clients and partners may require the Nuvini Acquired Companies to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause the Nuvini Acquired Companies’ clients or partners to lose confidence in the effectiveness of the Nuvini Acquired Companies’ security measures, divert management’s attention, lead to governmental investigations and require the Nuvini Acquired Companies to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach. Any security breach or effort to mitigate security vulnerabilities could result in unexpected interruptions, delays, cessation of service and other harm to the Nuvini Acquired Companies’ businesses and their competitive positions.

A security breach of the Nuvini Acquired Companies or their third-party vendor’s systems may cause the Nuvini Acquired Companies to breach client contracts. The Nuvini Acquired Companies’ agreements with certain clients may require the Nuvini Acquired Companies to use industry-standard or reasonable measures to safeguard proprietary, personal or confidential information. A security breach of the Nuvini Acquired Companies or their third-party vendor’s systems could lead to claims by the Nuvini Acquired Companies’ clients, their end-users or other relevant stakeholders that the Nuvini Acquired Companies have failed to comply with such contractual or other legal obligations. As a result, the Nuvini Acquired Companies could be subject to legal action (including the imposition of fines or penalties) and the Nuvini Acquired Companies’ clients could end their relationships with the Nuvini Acquired Companies. There can be no assurance that any limitations of liability in the Nuvini Acquired Companies’ contracts would be enforceable or adequate or would otherwise protect the Nuvini Acquired Companies from liabilities or damages.

Litigation resulting from security breaches may adversely affect Nuvini’s business. Unauthorized access to Nuvini’s proprietary data platform, systems, networks or physical facilities could result in litigation with the Nuvini Acquired Companies’ clients, their clients’ end-users or other relevant stakeholders. These proceedings could force the Nuvini Group to spend money in defense or settlement, divert management’s time and attention, increase Nuvini Acquired Companies’ costs of doing business, or adversely affect the Nuvini Acquired Companies’ reputation. The Nuvini Acquired Companies could be required to fundamentally change their business activities and practices or modify the Nuvini Acquired Companies’ proprietary data platform capabilities in response to such litigation, which could be costly and have an adverse effect on the Nuvini Acquired Companies’ businesses. If a security breach were to occur and the confidentiality, integrity or availability of the Nuvini Acquired Companies’ data or the data of the Nuvini Acquired Companies’ partners, their clients or their clients’ end-users was disrupted, the Nuvini Acquired Companies could incur significant liability, or their proprietary data platform, systems or networks may be perceived as less desirable, which could negatively affect New Nuvini’s business and damage its reputation.

If the Nuvini Acquired Companies fail to detect or remediate a security breach in a timely manner, or a breach otherwise affects a large amount of data of one or more clients or partners, or if the Nuvini Acquired Companies suffer a cyber-attack that impacts the Nuvini Acquired Companies’ ability to operate their proprietary data platform, they may suffer material damage to its reputation, business, financial condition and results of operations. Further, the policy coverage of the Nuvini Groups’ current or any future cybersecurity insurance may be insufficient. Accordingly, the successful assertion of one or more large claims against the Nuvini Group could have an adverse effect on its businesses. The Nuvini Acquired Companies’ risks are likely to increase as New Nuvini continues to expand Nuvini Acquired Companies’ proprietary data platforms and geographic footprint, grow the Nuvini Acquired Companies’ client and partner base and process, store and transmit increasingly large amounts of data.

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In addition, the Nuvini Group’s workforce is generally working remotely and may continue to do so following the COVID-19 pandemic, which could increase the Nuvini Group’s cyber security risk, create data accessibility concerns and make the Nuvini Group more susceptible to security breaches or business disruptions. Moreover, the Nuvini Acquired Companies’ clients and the third-party suppliers on which the Nuvini Acquired Companies rely may be vulnerable to a heightened risk of cyber-attacks as a result of the military conflict between Russia and Ukraine, the impact of sanctions against Russia and the potential for retaliatory acts from Russia, given that nation-state actors may engage in cyber-attacks for geopolitical reasons and in conjunction with military conflicts and defense activities. For example, there have been publicized threats to increase cyber-attack activity against the critical infrastructure of any nation or organization that retaliates against Russia for its invasion of Ukraine. While the Nuvini Group maintains and continues to improve its security measures and reinforce the Nuvini Group’s internal control in anticipation of becoming a public company, the Nuvini Group may be unable to adequately anticipate security threats or to implement adequate preventative measures, in part, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target. Other than reinforcement of the Nuvini Group’s cybersecurity policies in anticipation of being a public company, the Nuvini Group has not taken any other specific actions to mitigate the increased risk of cyber-attacks resulting from the ongoing conflict between Russia and Ukraine and do not immediately intend to implement any such actions given the Nuvini Group’s current assessment of risk and the current geographic scope of Nuvini Group’s operations. Any of the foregoing could have a material adverse effect on the New Nuvini’s business, financial condition, results of operations or prospects.

Risks Related to the Nuvini Group’s Technology, Intellectual Property and Infrastructure

The Nuvini Group relies on information and technology for many of its business operations which could fail and cause disruption to its business operations.

The Nuvini Group’s business operations largely depend on information technology networks and systems to securely transmit, process and store electronic information and to communicate internally among the Nuvini Group’s various units and with clients and vendors. A shutdown of, or inability to access, one or more of the Nuvini Group’s facilities arising from a power outage or a failure of one or more of the Nuvini Group’s information technology, telecommunications or other systems could significantly impair the Nuvini Group’s ability to perform critical functions on a timely basis. The Nuvini Group relies on third party cloud platforms, such as AWB and GCP to host enterprise and client systems, and any disruptions of these services could impact the Nuvini Group’s business operations and the Nuvini Acquired Companies’ ability to service clients. Cyber-attacks, configuration or human error and/or other external hazards could result in the misappropriation of assets or sensitive information, corruption of data or operational disruption.

Global cybersecurity threats and attacks to networks, systems and endpoints can range from uncoordinated individual attempts to gain unauthorized access to IT systems to sophisticated and targeted measures known as advanced persistent threats, directed at the Nuvini Group, its businesses, its clients and/or its third-party service providers, including, but not limited to, cloud providers and providers of network management services. These may include such things as unauthorized access, phishing attacks, account takeovers, denial of service, introduction of malware or ransomware and other disruptive problems caused by threat actors. Moreover, as more of the Nuvini Group’s employees work remotely due to the COVID-19 pandemic or otherwise, its employees are increasingly targeted by phishing attacks and endpoints may be more susceptible to threat exposures.

The Nuvini Acquired Companies’ clients are increasingly requiring cybersecurity protections and mandating cybersecurity standards in its products and services, and the Nuvini Group may incur additional costs to comply with such demands. The Nuvini Group has experienced, and expects to continue to experience, these types of threats and incidents. The Nuvini Group seeks to deploy measures to deter, prevent, detect, respond to and mitigate these threats, including identity and access controls, data protection, vulnerability assessments, product software designs which Nuvini believes are less susceptible to cyber-attacks, continuous monitoring of the

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Nuvini Group’s networks, endpoints and systems and maintenance of backup and recovery capabilities. Despite these efforts, the Nuvini Group can make no assurance that the Nuvini Group will be able to detect, prevent, timely and adequately detect, prevent and address or mitigate the negative effects of cyberattacks or other security compromises, and such cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (the Nuvini Group’s own or that of third parties) and the disruption of business operations. The potential consequences of a material cybersecurity incident include financial loss, reputational damage, damage to the Nuvini Group’s IT systems, litigation with third parties, theft of intellectual property, fines, decrease in the value of the Nuvini Group’s investment in research and development, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect the Nuvini Group’s competitiveness and results of operations. Any imposition of liability, particularly liability that is not covered by insurance or is in excess of insurance coverage, could materially harm the Nuvini Group’s operating results and financial condition.

If the Nuvini Group is unable to adapt to rapidly changing technologies, methodologies and evolving industry standards, the Nuvini Acquired Companies may lose clients and the Nuvini Group’s business could be materially adversely affected.

Rapidly changing technologies, methodologies and evolving industry standards are inherent in the market for the Nuvini Group’s data solutions and services. The Nuvini Group’s ability to anticipate developments in the Nuvini Group’s industries, enhance the Nuvini Group’s existing data solutions and services, develop and introduce new data solutions, services or tools, provide enhancements and new features for the Nuvini Group’s data solutions and tools, and keep pace with changes and developments are critical to meeting changing client needs. Developing solutions for the Nuvini Acquired Companies’ clients are extremely complex and could become increasingly complex and expensive in the future due to the introduction of new platforms, operating systems, technologies and methodologies. The Nuvini Group’s ability to keep pace with, anticipate or respond to changes and developments is subject to a number of risks, including that:

The Nuvini Group may not be successful in anticipating or responding to these developments in a timely manner, or if the Nuvini Group responds, the data solutions, services, tools, technologies or methodologies the Nuvini Group develops or implements may not be successful in the market. The Nuvini Group’s failure to enhance its existing data solutions and services and to develop and introduce new data solutions and services to promptly address the needs of the Nuvini Acquired Companies’ clients could have a material adverse effect on the Nuvini Group’s businesses.

Material portions of the Nuvini Group’s businesses require the Internet infrastructure to be reliable.

The Nuvini Group’s future success continues to depend in part on the use of the Internet as a means to access public information and perform transactions electronically, including, for example, electronic filing of court documents. This requires ongoing maintenance of the Internet infrastructure, especially to prevent interruptions in service, as well as additional development of that infrastructure. It also requires a reliable

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network backbone with the necessary speed, data capacity, security and timely development of complementary products for providing reliable Internet access and services. If this infrastructure fails to be sufficiently developed or be adequately maintained, Nuvini’s business would be harmed because clients may not be able to access the Nuvini Group’s services.

The Nuvini Group must timely respond to technological changes to be competitive.

The market for the Nuvini Acquired Companies’ products is characterized by technological change, evolving industry standards in software technology, changes in client requirements and frequent new product introductions and enhancements. The introduction of products embodying new technologies and the emergence of new industry standards can render existing products obsolete and unmarketable. As a result, the Nuvini Group’s future success will depend, in part, upon the Nuvini Group’s ability to enhance existing products and develop and introduce new products that keep pace with technological developments, satisfy increasingly sophisticated client requirements, and achieve market acceptance. The Nuvini Group cannot assure you that it will successfully identify new product opportunities and develop and bring new products to market in a timely and cost-effective manner. The products, capabilities or technologies developed by others could also render the Nuvini Acquired Companies’ products or technologies obsolete or noncompetitive. The Nuvini Group’s businesses may be adversely affected if the Nuvini Group is unable to develop or acquire new software products or develop enhancements to existing products on a timely and cost-effective basis, or if such new products or enhancements do not achieve market acceptance.

The Nuvini Group relies on third-party and open source software for its data solutions. The Nuvini Group’s inability to obtain third-party licenses for such software, or obtain them on favorable terms, or any errors or failures caused by such software could adversely affect the Nuvini Group’s businesses, results of operations and financial condition. In addition, the Nuvini Group’s use of open source software could negatively affect its ability to sell the Nuvini Group’s data solutions and subject the Nuvini Group to possible litigation.

Some of the Nuvini Group’s offerings include software or other intellectual property licensed from third parties. It may be necessary in the future to renew the Nuvini Group’s license agreements relating to various aspects of the Nuvini Group’s offerings or to seek new licenses for existing or new offerings. Necessary licenses may not be available on acceptable terms that allow the Nuvini Acquired Companies’ data solutions offerings to remain competitive, or at all. In addition, a third party may assert that the Nuvini Group or the Nuvini Acquired Companies’ clients are in breach of the terms of a license, which could, among other things, give such third party the right to terminate a license with a Nuvini Acquired Company or seek damages from the Nuvini Group, or both. Termination by the licensor would cause the Nuvini Group to lose valuable rights and could prevent them from selling its products and services. The Nuvini Group’s inability to obtain certain licenses or other rights, or to obtain such licenses or rights on favorable terms, could result in delays in data solution releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into the Nuvini Group’s proprietary data platform, which may have a material adverse effect on the Nuvini Group’s business, results of operations and financial condition. In addition, the Nuvini Group and the applicable the Nuvini Acquired Company may be subject to liability if third-party software that Nuvini Group’s license is found to infringe, misappropriate or otherwise violate intellectual property rights of others. Third parties may also allege that the Nuvini Group and/or the Nuvini Acquired Company is infringing, violating or otherwise misappropriating their intellectual property rights and that additional licenses are required for Nuvini Group’s use of its software or intellectual property, and the Nuvini Group may be unable to obtain such licenses on commercially reasonable terms or at all. The inclusion in the Nuvini Group’s offerings of software or other intellectual property licensed from third parties on a non-exclusive basis could also limit Nuvini Group’s ability to differentiate Nuvini Group’s offerings from those of the Nuvini Acquired Companies’ competitors. To the extent that Nuvini Group’s data solutions depend upon the successful operation of third-party software, any undetected errors or defects in or failures of, such third-party software could also impair the functionality of data solutions, delay new feature introductions, result in a failure of the Nuvini Group’s data solutions, and injure Nuvini Group’s reputations. Many third-party software providers attempt to impose limitations on their liability for such errors, defects or failures and if enforceable, the Nuvini Group may have additional liability to the Nuvini Acquired Companies’ clients that could harm the Nuvini Group’s reputation and increase the Nuvini Group’s operating costs.

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In addition, some of the Nuvini Group’s data solutions (including the Nuvini Acquired Companies’ proprietary data platforms) incorporate open source software, and the Nuvini Group expect to continue to incorporate open source software in the Nuvini Acquired Companies’ data solutions in the future. Open source software is generally freely accessible, usable and modifiable. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on the Nuvini Group’s ability to commercialize Nuvini Group’s data solutions. Moreover, although the Nuvini Group has implemented policies to regulate the use and incorporation of open source software into its data solutions, Nuvini cannot be certain that the Nuvini Group has not incorporated open source software in their data solutions in a manner that is inconsistent with such policies. If the Nuvini Group fails to comply with open source licenses, they may be subject to certain requirements, including requirements that they offer their data solutions that incorporate the open source software for no cost, that discontinue their data solutions that incorporate the open source software, that they make available source code for modifications or derivative works the Nuvini Group creates, and that the Nuvini Group licenses such modifications or derivative works under the terms of applicable open source licenses. If an author or other third party that distributes such open source software were to allege that the Nuvini Group has not complied with the conditions of one or more of these licenses, that the Nuvini Group, and as a result, Nuvini, could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from generating revenue from clients using data solutions that contained the open source software and required to comply with onerous conditions or restrictions on these data solutions. In any of these events, the Nuvini Acquired Companies and their clients could be required to seek licenses from third parties in order to continue offering their data solutions and to re-engineer their data solutions or discontinue offering their data solutions to clients in the event the Nuvini Group cannot re-engineer them on a timely basis. Any of the foregoing could require the Nuvini Group to devote additional research and development resources to re-engineer the Nuvini Group’s data solutions, could result in client dissatisfaction and may adversely affect the Nuvini Group’s businesses, results of operations and financial condition. Additionally, the use of certain open source software can lead to greater risks that the use of third-party commercial software, as open source licensors generally make their open source software available “as-is” and do not provide updates, warranties, support, indemnities or other contractual protections regarding infringement or other intellectual property-related claims or quality of the code.

If the Nuvini Group is unable to protect its proprietary technologies, the Nuvini Group’s competitive position could be adversely affected.

The Nuvini Group has relied, and expect to continue to rely, on a combination of copyright, trademark and trade-secret laws, confidentiality procedures, and contractual provisions to establish, maintain and protect the Nuvini Group’s proprietary rights. The Nuvini Group typically enters into agreements with its respective employees, consultants, the Nuvini Acquired Companies’ clients, partners and vendors in an effort to control ownership of the Nuvini Group’s intellectual property and access to and distribution of the Nuvini Group’s software, documentation and other proprietary information. Despite these precautions, there may be authors of some of the intellectual property that form parts of Nuvini Group’s software products who have not assigned their intellectual property rights to the Nuvini Group and who have not waived their moral rights with respect thereto. The steps the Nuvini Group takes may not prevent misappropriation of the Nuvini Group’s intellectual property, and the agreements the Nuvini Group enters into may not be enforceable. Despite the Nuvini Group’s efforts to protect its proprietary rights in its intellectual property and that of other businesses the Nuvini Group may have acquired, unauthorized parties may copy or otherwise obtain and use the Nuvini Group’s proprietary technology or obtain information the Nuvini Group regards as proprietary. Policing unauthorized use of the Nuvini Group’s technology, if required, may be difficult, time-consuming and costly. the Nuvini Group’s means of protecting its technology may be inadequate.

Third parties may apply for and obtain patent protection for products and services that are similar to the Nuvini Group’s software solutions. Despite the Nuvini Group’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of the Nuvini Group’s products or services or to obtain and to use information that the Nuvini Group regards as proprietary. Third parties may also independently develop

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similar or superior technology without violating the Nuvini Group’s proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent, as do the laws of Canada and the United States.

Trademark protection is an important factor in establishing product recognition. The Nuvini Group’s inability to protect its trademarks from infringement could result in injury to any goodwill which may be developed in its trademarks. Moreover, the Nuvini Group may be unable to use one or more of its trademarks because of successful third-party claims.

Claims of infringement are becoming increasingly common as the software industry develops and legal protections, including patents, are applied to software products. Although Nuvini believes that the Nuvini Group’s software products and technology do not infringe proprietary rights of others, litigation may be necessary to protect the Nuvini Group’s proprietary technology and third parties may assert infringement claims against the Nuvini Group with respect to their proprietary rights.

Any claims or litigation can be time consuming and expensive regardless of their merit. Infringement claims against the Nuvini Group could cause product release delays, require the Nuvini Group to redesign products or to enter into royalty or license agreements that may not be available on terms acceptable to the Nuvini Group, or at all.

Disclosure of personally identifiable information and/or other sensitive client data could result in liability and harm the Nuvini Group’s reputation.

The Nuvini Group stores and processes increasingly large amounts of personally identifiable information and other confidential information of their clients. The continued occurrence of high-profile data breaches provides evidence of an external environment increasingly hostile to information security. Despite the Nuvini Acquired Companies’ efforts to improve security controls, it is possible their security controls over personal data, training of employees on data security and other practices followed by the Nuvini Group may not prevent the improper disclosure of sensitive client data that the Nuvini Group stores and manages. Disclosure of personally identifiable information and/or other sensitive client data could result in regulatory sanctions and harm the Nuvini Group’s reputation.

In addition, the Nuvini Group’s systems may be violated, through unauthorized access, misappropriation, loss or modification of client information or the disruption of the Nuvini Group’s business operations. Nuvini may be unable to prevent acts of misconduct by members of the Nuvini Group’s management, employees or third parties that, in each case, may or may not derive a financial benefit from such misconduct.

Since the strategies used to obtain unauthorized access and sabotage systems constantly change and may not be known until they are used against the Nuvini Group or its third party service providers, the Nuvini Group may be unable to anticipate or adopt appropriate measures to protect against such attacks. If such security breaches are not prevented, the Nuvini Group could be subject to penalties under the Brazilian Data Protection Law (Lei Geral de Proteção de Dados, Brazilian Law No. 13,709/18), or LGPD, the Brazilian Internet Code (Brazilian Law No. 12,965/14); and the Brazilian Consumer Protection Code (Código de Defesa do Consumidor), or the Consumer Protection Code, including but not limited to warnings, the obligation to disclose the incident, deletion of personal data and fines of up to 2% of the Nuvini Group’s revenue or the revenue of the Nuvini Group in Brazil during the most recently concluded fiscal year, excluding taxes, up to an aggregate amount of R$50.0 million per infraction. The occurrence of any incident could damage the Nuvini Group’s reputation, resulting in substantial revenue loss due to lost sales and client dissatisfaction.

The Nuvini Group’s intellectual property rights may not protect its businesses or provide the Nuvini Group with a competitive advantage.

To be successful, the Nuvini Group must protect the Nuvini Acquired Companies’ technologies and brands in Brazil and other jurisdictions through trademarks, trade secrets, patents, copyrights, intellectual property assignments, contractual restrictions and other intellectual property rights and confidentiality procedures.

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The Nuvini Group has taken measures to protect its trade secrets and proprietary information/assets, but these measures may not be effective. Despite the Nuvini Group’s efforts to implement these protections, they may not protect the Nuvini Group’s businesses or provide it with a competitive advantage for a variety of reasons, including:

Moreover, the laws of certain jurisdictions, including where the Nuvini Group has not applied for patent trademark protection nor other intellectual property registration, may not be as protective of intellectual property and proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property and proprietary rights may be inadequate. Therefore, in certain jurisdictions, the Nuvini Group may be unable to protect its proprietary technology adequately against unauthorized third party copying, infringement or use, which could adversely affect the Nuvini Group’s competitive position. Filing, prosecuting, maintaining and defending the Nuvini Group’s intellectual property in all or many countries throughout the world may be prohibitively expensive, and the Nuvini Group may choose to forgo such activities in some applicable jurisdictions. The lack of adequate legal protections of intellectual property or failure of legal remedies or related actions in jurisdictions outside of the United States or failure to obtain sufficient intellectual property protection could impede the Nuvini Group’s ability to market the Nuvini Group’s products, negatively affect the Nuvini Acquired Companies’ competitive position and could have a material adverse effect on the Nuvini Group’s businesses, financial condition, results of operations and prospects. As a result, the Nuvini Group may encounter significant problems in protecting and defending the Nuvini Group’s intellectual property or proprietary rights abroad.

The Nuvini Group enters into confidentiality and invention assignment agreements with its employees and consultants. These agreements generally require that all confidential information or intellectual property developed by the individual or made known to the individual by the Nuvini Group during the course of the individual’s relationship with the Nuvini Group be kept confidential and not disclosed to third parties. The Nuvini Group cannot assure you that these agreements will be effective in controlling access to, use of, and distribution of the Nuvini Group’s proprietary information or in effectively securing exclusive ownership of intellectual property developed by the Nuvini Group’s employees and consultants, and that all intellectual property developed by individuals during the course of employment be assigned to the Nuvini Group. For example, the Nuvini Group may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that the Nuvini Group regards as its own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and the Nuvini Group may be forced to bring claims against third parties, or defend claims that they may bring against the Nuvini Group, to determine the ownership of what the Nuvini Group regards as its intellectual property. Further, these agreements may not prevent the Nuvini Group’s competitors from independently developing technologies that are substantially equivalent or superior to data solutions and services.

Additionally, the Nuvini Group may also be exposed to material risks of theft or unauthorized reverse engineering of the Nuvini Acquired Companies’ proprietary information and other intellectual property, including technical data, data sets or other sensitive information. The Nuvini Group’s efforts to enforce the

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Nuvini Group’s intellectual property rights may be inadequate to obtain a significant commercial advantage from the intellectual property that the Nuvini Group develops, which could have a material adverse effect on the Nuvini Group’s business, financial condition and results of operations. Moreover, if the Nuvini Group is unable to prevent the disclosure of the Nuvini Group’s trade secrets to third parties, or if the Nuvini Acquired Companies’ competitors independently develop any of the Nuvini Group’s trade secrets, the Nuvini Group may not be able to establish or maintain a competitive advantage in the Nuvini Group’s market, which could seriously harm its businesses.

Litigation may be necessary to enforce the Nuvini Group’s intellectual property or proprietary rights, protect the Nuvini Group’s trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any enforcement of the Nuvini Group’s intellectual property may provoke third parties to assert counterclaims against the Nuvini Acquired Companies, which could result in the loss of the Nuvini Group’s intellectual property rights. If the Nuvini Group is unable to prevent third parties from infringing, misappropriating or otherwise violating the Nuvini Group’s intellectual property or are required to incur substantial expenses defending the Nuvini Group’s intellectual property rights, the Nuvini Group’s business, financial condition and results of operations may be materially adversely affected.

Furthermore, the Nuvini Group’s success depends, in part, on the Nuvini Group’s ability to develop the Nuvini Group’s businesses without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of others. Claims by third parties that the Nuvini Group infringes, misappropriates or otherwise violates its intellectual property rights could harm Nuvini Group’s business. The Nuvini Group’s competitors and other third parties may hold or obtain intellectual property rights that could prevent, limit or interfere with the Nuvini Group’s ability to make, use, develop, sell or market its data solutions and services. From time to time, the Nuvini Group may be subject to claims of infringement, misappropriation or other violation of patents or other intellectual property rights and related litigation. If the Nuvini Group is found to infringe, misappropriate or otherwise violate any third-party intellectual property, the Nuvini Group may be required to obtain a license to such third-party intellectual property, make ongoing royalty or license payments, cease offering the Nuvini Group’s products or using certain technologies, require the Nuvini Group to redesign affected products, enter into costly settlement or license agreements or pay substantial damage awards or face a temporary or permanent injunction prohibiting the Nuvini Group from marketing or selling certain of its products or comply with other unfavorable terms. Furthermore, the Nuvini Group could be found liable for treble damages and attorneys’ fees if the Nuvini Group is found to have willfully infringed a patent or other intellectual property right. If the Nuvini Group is required to obtain a license from any third party, such license may not be available at all or on commercially reasonable terms.

Any litigation, whether or not resolved in the Nuvini Group’s favor and regardless of merit, could result in significant expense to the Nuvini Group, be time consuming and divert the efforts of the Nuvini Group’s technical and management personnel. Additionally, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of the Nuvini Group’s confidential information could be compromised by disclosure during any intellectual property-related litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Nuvini’s ordinary shares. Any of the foregoing could cause potential clients to refrain from purchasing the Nuvini Group’s data solutions or services or otherwise cause the Nuvini Group reputational harm and result in substantial costs, negative publicity and diversion of resources and management attention, any of which could have a material adverse effect on Nuvini Group’s businesses, financial condition, results of operations and prospects.

If the Nuvini Group is unable to protect the confidentiality of the Nuvini Group’s trade secrets and know-how, its business and competitive position would be harmed.

The Nuvini Group relies on trade secrets and proprietary know-how protection for Nuvini Group’s confidential and proprietary information, including the Nuvini Group’s software code, and the Nuvini Group has

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taken security measures to protect this information, including by entering into confidentiality agreements with parties who have access to them, such as the Nuvini Group’s employees, collaborators, contract manufacturers, consultants, advisors and other third parties. These measures, however, may not provide adequate protection for the Nuvini Group’s trade secrets, know-how or other confidential information. The Nuvini Group cannot guarantee that the Nuvini Group has entered into such agreements with each party that may have or have had access to the Nuvini Group’s trade secrets or proprietary technology and processes. Moreover, there can be no assurance that any confidentiality agreements that the Nuvini Group has with its employees, consultants or other third parties will provide meaningful protection for the Nuvini Group’s trade secrets, know-how and confidential information or will provide adequate remedies in the event of unauthorized use or disclosure of such information. Despite these efforts, any of these parties may breach the agreements and disclose the Nuvini Group’s proprietary information, including the Nuvini Group’s trade secrets, and the Nuvini Group may not be able to obtain adequate remedies for such breaches. Monitoring unauthorized uses and disclosures is difficult. Accordingly, there also can be no assurance that the Nuvini Group’s trade secrets or know-how will not otherwise become known or be independently developed by competitors or other third parties, which could have a material adverse effect on the Nuvini Group’s business, financial condition, results of operations and prospects.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by the Nuvini Group. If any of the Nuvini Group’s confidential or proprietary information, such as the Nuvini Group’s trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, the Nuvini Group’s competitive position could be materially and adversely harmed.

If the Nuvini Group’s trademarks, service marks and trade names are not adequately protected, the Nuvini Group may not be able to build or maintain name recognition in the Nuvini Group’s markets of interest and the Nuvini Group’s competitive position may be harmed.

The registered or unregistered trademarks the Nuvini Group owns or uses may be challenged, infringed, circumvented, declared generic or descriptive, lapsed or determined to be infringing on or dilutive of other marks. During trademark registration proceedings, the Nuvini Group may receive rejections of the Nuvini Group’s applications by the U.S. Patent and Trademark Office (“USPTO”), or in other foreign jurisdictions. Although the Nuvini Group is given an opportunity to respond to such rejections, the Nuvini Group may be unable to overcome them. In addition, in the USPTO and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against the Nuvini Group’s trademarks, which may not survive such proceedings. Furthermore, owning and maintaining a trademark registration may not provide an adequate defense against a subsequent infringement claim asserted by the owner of a senior trademark. The Nuvini Group may not be able to protect the Nuvini Group’s rights in these trademarks, which the Nuvini Acquired Companies need in order to build name recognition with potential clients. In addition, third parties may file for registration of trademarks similar or identical to the Nuvini Group’s trademarks, thereby impeding the Nuvini Group’s ability to build brand identity and possibly leading to market confusion and loss of goodwill. If they succeed in registering or developing common-law rights in such trademarks, and if the Nuvini Group is not successful in challenging such third-party rights, the Nuvini Group may not be able to use these trademarks to develop brand recognition of the Nuvini Group’s technologies, products or services. In addition, there could be potential trademark infringement or unfair competition claims brought by owners of other registered trademarks or trademarks that incorporate variations of the Nuvini Group’s registered or unregistered trademarks. Over the long term, if the Nuvini Group is unable to establish name recognition based on the Nuvini Group’s trademarks, the lack of name recognition could have a material adverse effect on the Nuvini Group’s business, financial condition, results of operations and prospects.

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Risks Related to Nuvini Group’s Substantial Operations in Brazil

The Nuvini Group is mainly concentrated in one geographic area, which increases the impact to the Nuvini Group’s exposure to various risks in that location.

Operating in a concentrated area increases the potential impact that many of the risks in that location may have upon the Nuvini Group’s businesses. For example, the Nuvini Group has greater exposure to regulatory actions impacting Brazil, natural disasters in that geographical area, competition for equipment, services, personnel and materials available in that area and access to infrastructure and market, which could have a material adverse effect on its financial condition and results of operations.

Brazil has experienced, and may continue to experience, adverse economic or political conditions that may impact the Nuvini Group’s business, financial condition and results of operations.

The Nuvini Group’s business is dependent to a large extent upon the economic conditions prevalent in Brazil. Brazil has historically experienced uneven periods of economic growth, recessions, periods of high inflation and economic instability. Recently, the economic growth rates in Brazil have slowed down and the country has entered into mild recessions. Economic and political developments in Brazil, including future economic changes or crises (such as inflation, currency devaluation or recession), government deadlock, political instability, terrorism, civil strife, changes in laws and regulations, restrictions on the repatriation of dividends or profits, expropriation or nationalization of property, restrictions on currency convertibility, volatility of the foreign exchange market and exchange controls could impact the Nuvini Acquired Companies’ operations and/or the market value of New Nuvini Ordinary Shares and have a material adverse effect on the Nuvini Group’s business, financial condition and results of operations.

The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as Brazil’s political and economic conditions, could harm the Nuvini Group and the prices of New Nuvini Ordinary Shares and New Nuvini Warrants.

The Brazilian federal government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to bank accounts, currency devaluations, capital controls and import and export restrictions. The Nuvini Group has no control over and cannot predict what measures or policies the Brazilian government may take in the future. The Nuvini Group’s businesses and the market prices of New Nuvini Ordinary Shares and New Nuvini Warrants may be harmed by changes in Brazilian government policies, as well as general economic factors, including, without limitation:

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