UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41823

Nvni Group Limited

P.O. Box 10008, Willow House, Cricket Square

Grand Cayman, Cayman Islands KY1-1001

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form40-F ☐ 

Explanatory Note

On August 18, 2025, Nvni Group Limited (the “Company”)issued a press release announcing the implementation of a new executive compensation program designed to align leadership performancewith long-term growth objectives (the “Program”). The Program links executive rewards to key performance metrics includingReturn on Invested Capital (ROIC) and Net Revenue Organic Growth (NROG). A copy of the press release is furnished as Exhibit 99.1 to thisreport on Form 6-K.

The foregoing is only a brief description of theProgram and is qualified in its entirety by the full text of the Program, a copy of which is attached as Exhibit 10.1 hereto and is incorporatedby reference herein.

The Company has also made available an updated investor presentation (the “Investor Presentation”), which the Company mayuse from time to time in meetings with investors, analysts and other interested parties. A copy of the Investor Presentation is furnishedas Exhibit 99.2 to this Current Report on Form 6-K and is incorporated herein by reference.

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit10.1

NVNI GROUP LIMITED

2025 LONG-TERM INCENTIVE PLAN

ARTICLE 1. PURPOSE

The purpose of the Nvni Group Limited2025 Long-Term Incentive Plan (the “Plan”) is to promote the success and enhance the value of Nvni Group Limited (the “Company”)by linking the personal interests of Participants to those of Company shareholders and by providing Participants with an incentive foroutstanding performance. The Plan is designed to support the Company’s compensation philosophy of aligning management interests with long-termshareholder value creation through a combination of Return on Invested Capital (“ROIC”) and Organic Revenue Growth performancemetrics, coupled with mandatory equity investment requirements.

ARTICLE 2. DEFINITIONS

2.1 “Award”means any grant under the Plan of Performance Units, Restricted Shares, or other equity-based compensation.

2.2 “Board” means the Board of Directors of the Company.

2.3 “Committee”means the Compensation Committee of the Board or such other committee appointed by the Board.

2.4 “MandatoryInvestment Requirement” means the requirement that Participants invest seventy-five percent (75%) of their after-tax Annual IncentiveBonus in Company Shares.

2.5 “OrganicRevenue Growth” means the year-over-year percentage increase in the Company’s revenues excluding the impact of acquisitions, divestitures,foreign currency translation, and changes in accounting principles.

2.6 “PerformancePeriod” means the three-year period over which performance is measured.

2.7 “ROIC”means Return on Invested Capital, calculated as (Net Income + Tax-Effected Interest Expense) divided by Average Invested Capital.

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

ARTICLE 3. SHARES SUBJECT TO THE PLAN

3.1 Numberof Shares. Subject to adjustment as provided in Section 3.2, the maximum number of Shares available for issuance under the Plan shallbe 5,000,000 Shares.

3.2 Adjustments.In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split,or other change in the corporate structure affecting the Shares, the Committee shall adjust the number and class of Shares available underthe Plan and the number and class of Shares subject to outstanding Awards in such manner as the Committee determines to be appropriateand equitable.

ARTICLE 4. ELIGIBILITY AND PARTICIPATION

1.1 Eligibility.Individuals eligible to participate in the Plan include all executive officers and such other key employees of the Company andits subsidiaries as determined by the Committee.

1.2 ActualParticipation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among eligible individualsthose to whom Awards shall be granted.

ARTICLE 5. PERFORMANCE AWARDS

5.1 Grant ofPerformance Awards. The Committee may grant Performance Awards under the Plan, which shall be earned based on achievement of pre-establishedPerformance Goals over a Performance Period.

5.2 Performance Goals. Performance Goals shall be based on the following metrics:

5.3 PerformanceTargets. At the beginning of each Performance Period, the Committee shall establish:

5.4 Certification.Following completion of each Performance Period, the Committee shall certify in writing the extent to which Performance Goals wereachieved.

ARTICLE 6. MANDATORY SHARE PURCHASE PROGRAM

6.1 InvestmentRequirement. As a condition of participation in the Plan, each Participant agrees to invest seventy-five percent (75%) of their after-taxAnnual Incentive Bonus in Company Shares.

6.2 PurchaseMechanics. Share purchases shall be executed at Fair Market Value as determined by the most recent independent valuation obtainedunder Section 409A of the Code.

6.3 HoldingPeriod. Shares purchased under the Mandatory Share Purchase Program shall be subject to a five (5) year transfer restriction fromthe date of purchase.

6.4 Permitted Transfers. During the Holding Period, Shares may only be transferred:

ARTICLE 7. ADMINISTRATION

7.1 Committee Authority. The Committee shall have full power and authority to:

7.2 Delegation.The Committee may delegate administrative duties to officers or employees of the Company.

ARTICLE 8. CLAWBACK PROVISIONS

8.1 MandatoryRecovery. In the event of an accounting restatement due to material noncompliance with financial reporting requirements, the Companyshall recover from Participants any excess compensation received during the three-year period preceding the restatement.

8.2 AdditionalRecovery Rights. The Committee may require forfeiture or recovery of Awards in cases of:

ARTICLE 9. AMENDMENT AND TERMINATION

9.1 Amendment.The Board may amend the Plan at any time, provided that no amendment may materially impair a Participant’s rights under an outstandingAward without the Participant’s consent.

9.2 Termination.The Board may terminate the Plan at any time. Termination shall not affect outstanding Awards.

ARTICLE 10. GENERAL PROVISIONS

10.1 No EmploymentRights. Nothing in the Plan shall confer any right to continued employment.

10.2 Tax Withholding.The Company shall have the right to withhold taxes as required by law.

10.3 Governing Law. The Plan shall be governed by the laws of the Cayman Islands.

10.4 Effective Date. The Plan shall become effective upon approval by the Board.

A. Board Resolution for Plan Adoption

RESOLUTIONS OF THE BOARD OF DIRECTORS OF NVNI GROUPLIMITED

Date: [           ],2025

WHEREAS, the Board of Directors(the “Board”) of Nvni Group Limited (the “Company”) has determined that it is in the best interests of the Companyand its shareholders to establish a long-term incentive plan to attract, retain, and motivate key employees;

WHEREAS, the Board has reviewedthe proposed Nvni Group Limited 2025 Long-Term Incentive Plan (the “Plan”), a copy of which is attached hereto as Exhibit A;

WHEREAS, the Plan incorporatesperformance metrics based on Return on Invested Capital and Organic Revenue Growth, aligned with the Company’s strategic objectives;

WHEREAS, the Plan includesa mandatory share purchase requirement designed to align participant interests with long-term shareholder value creation;

NOW, THEREFORE, BE IT RESOLVED, that the Plan be,and hereby is, approved and adopted in the form attached hereto as Exhibit A;

RESOLVED FURTHER, that theCompensation Committee of the Board be, and hereby is, authorized to administer the Plan in accordance with its terms;

RESOLVED FURTHER, that theofficers of the Company be, and each of them hereby is, authorized and directed to take all such actions and execute all such documentsas may be necessary or advisable to implement the Plan and effectuate the purposes of these resolutions;

RESOLVED FURTHER, that theCompany’s legal counsel be, and hereby is, authorized to make such non-material modifications to the Plan as may be necessary for regulatorycompliance; and

RESOLVED FURTHER, that allactions heretofore taken by the officers of the Company in connection with the Plan be, and hereby are, ratified and approved.

B. Individual Award Agreement Template

NVNI GROUP LIMITED PERFORMANCE AWARD AGREEMENT

This Performance Award Agreement (this“Agreement”) is made as of [DATE] between Nvni Group Limited, a Cayman Islands exempted company (the “Company”), and[PARTICIPANT NAME] (“Participant”).

RECITALS

A. TheCompany has adopted the Nvni Group Limited 2025 Long-Term Incentive Plan (the “Plan”).

B. TheCompensation Committee has authorized this Award to Participant subject to the terms and conditions set forth herein.

C. Participantacknowledges the mandatory share purchase requirements under the Plan.

AGREEMENT

1. Grant ofPerformance Award. The Company hereby grants to Participant a Performance Award (the “Award”) with a target value of $[AMOUNT],subject to achievement of Performance Goals over the Performance Period from January 1, 2025 to December 31, 2027.

2. Performance Goals. The Award shall be earned based on achievement of:

3. PerformanceCertification. Following the Performance Period, the Committee shall certify achievement of Performance Goals and determine the finalAward value.

4. MandatoryShare Purchase Commitment. Participant acknowledges and agrees that seventy-five percent (75%) of any after-tax bonus amounts (includingamounts earned under this Award) must be used to purchase Company Shares at Fair Market Value, subject to a five-year holding period.

5. Forfeiture Provisions. The Award shall be subject to forfeiture upon:

6. Clawback.The Award is subject to recovery under the Company’s Clawback Policy and applicable law.

7. No Assignment.This Award may not be assigned or transferred except by will or laws of descent.

8. Incorporationof Plan. This Agreement is subject to all terms and conditions of the Plan, incorporated herein by reference.

9. GoverningLaw. This Agreement shall be governed by the laws of the Cayman Islands.

PARTICIPANT ACKNOWLEDGMENT

By signing below, Participant acknowledges receipt of thisAgreement and the Plan, and agrees to be bound by their terms and conditions.

PARTICIPANT:           DATE:  ____

[Name]

COMPANY:          DATE:       

By: [Name]

Title: [Title]

C. Mandatory Share Purchase Agreement

NVNI GROUP LIMITED

MANDATORY SHARE PURCHASE AGREEMENT

This Mandatory Share Purchase Agreement(this “Agreement”) is entered into as of [DATE] between Nvni Group Limited (the “Company”) and [PARTICIPANT NAME](“Purchaser”).

RECITALS

WHEREAS, Purchaser is a participantin the Company’s 2025 Long-Term Incentive Plan (the “Plan”);

WHEREAS, the Plan requiresparticipants to invest 75% of after-tax incentive compensation in Company shares;

WHEREAS, Purchaser desiresto purchase shares in compliance with the Plan requirements;

NOW, THEREFORE, the parties agree as follows:

1. Purchaseof Shares. Purchaser agrees to purchase [NUMBER] ordinary shares of the Company (the “Shares”) for an aggregate purchaseprice of $[AMOUNT].

2. PaymentTerms. The purchase price shall be paid in full upon execution of this Agreement via wire transfer or certified check.

3. TransferRestrictions. The Shares shall be subject to a five (5) year transfer restriction period commencing on the date of purchase, duringwhich time the Shares may not be sold, transferred, pledged, or otherwise disposed of except as permitted under the Plan.

4. Legends.The share certificates shall bear appropriate legends reflecting the transfer restrictions and the nature of the purchase under thePlan.

5. Rights asShareholder. Subject to the transfer restrictions, Purchaser shall have all rights of a shareholder with respect to the Shares, includingvoting rights and the right to receive dividends.

6. Compliancewith Plan. This Agreement is subject to and governed by the terms of the Plan, which is incorporated herein by reference.

7. GoverningLaw. This Agreement shall be governed by the laws of the Cayman Islands.

PURCHASER:         DATE:      

[Name]

COMPANY:          DATE:      

By: [Name]

Title: [Title]

This document contains confidential and proprietary information.Distribution is restricted to authorized recipients only.

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Exhibit 99.1

Nuvini introduces new executive compensation program tied to growthmetrics

SÃO PAULO - Nuvini Group Limited (NASDAQ:NVNI), a technologyconglomerate focused on Latin American SaaS companies with impressive gross profit margins of 63%, announced Monday the implementationof a new executive compensation program designed to align leadership performance with long-term growth objectives. According to InvestingProdata, the company’s stock has shown strong momentum over the past three months despite current market challenges.

The program links executive rewards to key performance metrics includingReturn on Invested Capital (ROIC) and Net Revenue Organic Growth (NROG). For near-target performance, approximately 5% of the company’s$31.25 million in annual revenue will be allocated to executive bonuses. This initiative comes as the company aims to improve its financialperformance, with current EBITDA standing at $7.18 million.

A central element of the program requires executives to invest at least75% of their after-tax bonuses into company shares and hold them for a minimum five-year lock-up period. This mandatory share investmentpolicy aims to reinforce ownership culture and discourage short-term risk-taking.

“This proven compensation framework marks a pivotal step in aligningexecutive performance with the long-term success of our Latin American SaaS businesses,” said Pierre Schurmann, CEO of Nuvini, inthe press release statement.

Nuvini, headquartered in São Paulo, focuses on acquiring profitableB2B SaaS companies with strong recurring revenue and cash flow generation. The company describes itself as Latin America’s leadingprivate serial acquirer in this sector.

The compensation structure is modeled after industry benchmarks fromhigh-performing software acquirers, according to the company’s announcement.

In other recent news, Nuvini Group Limited has launchedthe NuviniAI Lab to enhance the efficiency of its portfolio companies through artificial intelligence. This initiative aims to integrateAI solutions across various business functions such as sales, marketing, finance, HR, legal, and customer service. The company announcedthis development in a press release, highlighting its commitment to embracing technology to improve operations. Additionally, Nuvini GroupLtd has filed a report with the U.S. Securities and Exchange Commission under Form 6-K, fulfilling its regulatory requirements. This filingincludes a letter to shareholders and confirms that the company will continue to file annual reports under Form 20-F, which provides detailedfinancial information. These developments reflect Nuvini’s ongoing efforts to maintain transparency with its investors and leverageAI for operational improvements.

Exhibit 99.2

Investor Presentation August 2025

TABLE OF CONTENTS 01. OUR COMPANY 2. INVESTMENT THESIS 3. LATAM & BRAZILIAN SAAS MARKET 4. NUVINI OVERVIEW & TRACK RECORD 5. PIPELINE AND CLEARLY DEFINED GROWTH INITIATIVES AI INITIATIVES 06. 07. COMPS & TEAM

01. OUR COMPANY

INTRODUCTION WHAT WE DO WHO ARE OUR TARGETS Niche - leading SaaS companies with established business models, strong cash flow, and significant growth potential . WHY ARE WE DIFFERENT We access under - targeted companies and deploy capital efficiently through a specialized, long - term - focused team . 5 We acquire multi - sector B 2 B SaaS companies, help them scale and grow, and reinvest their profits into new value - accretive acquisitions — a proven model used by global players like CSU, Vitec, and Roper .

OUR COMPANIES KEY FINANCIAL HIGHLIGHTS +22,400 CUSTOMERS R$ 193 MM NET REVENUES 2024A 13.8 % ORGANIC GROWTH 2024A 62.1 % GROSS PROFIT MARGIN 024A R$ 51.0 MM ADJUSTED EBITDA 2024A 26.4% ADJUSTED EBITDA MARGIN 2024A Discover the innovative SaaS companies in our portfolio, each solving unique challenges across Latin America . 6

02. INVESTMENT THESIS

1 2 3 4 5 Sizeable TAM in a fast - growing and fragmentedmarket Positioned as an M&A platform in the SaaS segment, with rapid and efficient capital allocation capabilities Multi - vertical portfolio already in place and a ready - to - scale platform supported by solid value creation strategy Seasoned management team and strong governance standards to support invested companies Robust and tangible M&A pipeline already meticulously mapped to ensure inorganic growth INVESTMENT THESIS 8

Access to profitable SaaS companies that VC/PE funds have not historically focused on Diversified portfolio composed of cash generating and fast - growing companies WHY NUVINI? VALUE PROPOSITION FOR NUVINI INVESTORS Multi - segment investment strategy with focus on fundamentals 19

WHY NUVINI? VALUE PROPOSITION FOR SAAS B2B FOUNDERS Support to deliver (and exceed) their business plans Autonomy to founders who do not pursue the traditional PE/VC path Liquidity for an illiquid asset with upside capture on earnouts Opportunity to grow the business with M&A and participate in a talented community of entrepreneurs 20

03. LATAM & BRAZILIAN SAAS MARKET

Nuvini Operates in a Sizeable Market (2) Brazil Annual IT Spend Latin America Annual IT Spend (3) 25 US$ 21.4 bn 20 9 0 0 5 15 US$ 9.2 bn 10 THE SAAS MARKET HAS A SIZABLE TAM (1) , AND NUVINI ADDRESSES ITS MAIN INEFFICIENCIES Solving Real Day - to - Day Problems with Long - term Solutions 10 Sources: ABES, FGV, Statista Research Department, Gartner, IDC | Notes: (1) TAM stands for Total Addressable Market; (2) Nuvini currently operates in Brazil and intends to expand into Latin America; (3) Latin America consists of South America, Central America, Mexico, and the Caribbean islands

$5 $10 $15 $20 $4.00 $4.60 $6.70 $5.90 $5.20 $7.70 $9.00 $10.00 $13.00 $11.40 $14.80 $16.80 $19.00 *BRAZIL SOFTWARE AS A SERVICE (SAAS) MARKET, 2018 - 2030 (US$M) Revenue in USD million $9,215.9 Market revenue in 2024 STATISTICS $18,969.3 Market revenue in 2030 12.1% (CAGR from 2025 to 2030) $0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 *RESOURCE: GRAND VIEW RESEARCH 12

04. NUVINI OVERVIEW & TRACK RECORD

14 STRONG PORTFOLIO OF MULTI - VERTICAL SAAS SOLUTIONS ALREADY IN PLACE Source: Nuvini | Note: (1) The ssOtica platform is owned and operated by Ipê Digital

Net Operating Revenues & YoY Growth - R$ mm,% Gross Profit & Gross Profit Margin - R$ mm,% Adj. EBITDA & Adj. EBITDA Margin - R$ mm, % Total Growth % CAGR 22 - 24 CONSOLIDATED FINANCIAL HIGHLIGHTS (ACCOUNTING BASE) 15

05. PIPELINE AND CLEARLY DEFINED GROWTH INITIATIVES

34 ROBUST AND TANGIBLE M&A PIPELINE MAPPED Nuvini’s M&A Pipeline Number of Companies (1) Nuvini’s mid - term target is to acquire at least 4 new companies per year DealFlow Qualified and Analyzed In Negotiations 9 60 +2,000 Source: Nuvini | Note: (1) As of Aug2025 +USD190 mm +USD 58 mm in Net Revenues 2025E in EBITDA 2025E +USD40.0 mm +USD18.0 mm in Net Revenues 2025E in EBITDA 2025E

WELL DEFINED ACQUISITION CRITERIA Target Company Checklist Anticipated Acquisition Structure Acquisition of majority stake at the time of closing, with option for 100%, in order to align interest with companies' founders. Payment can be a mix, between cash and/or stock No disruption of current operations post acquisition 22

06. AI INITIATIVES

27 NUVINI AI LAB Accelerating AI Adoption Across Our Portfolio Purpose: Central hub to drive AI innovation, efficiency, and automation Help portfolio companies adopt AI faster and smarter How It Works: Centralized experimentation: reusable templates, MVPs, shared prototypes AI playbooks & best practices: tailored to Sales, HR, Legal, Finance, etc. Rapid pilots (90 days): validate ROI before scaling Upskilling programs: workshops, hackathons, AI Guild for teams Responsible AI: governance, security, and data handling guidelines

Sales & Marketing Customer Support Software Development Legal & Finance HR Practical AI Across Business Functions 28 NUVINI AI LAB How We’re Using AI Today Lead scoring AI SDR agents Email automation L1 chatbots Case routing Tone - checked responses Code completion PR summaries Test generation Candidate screening Policy Q&A bots Employee pulse analysis Contract review & clause extraction Compliance checks Invoice reconciliation & expense auditing

Q3 2026 – Pilot & Refine Pilots in 3+ companies Feedback - driven refinement Playbook development Training programs launched Q4 2026 – Scale & Standardize Scale successful solutions Publish full AI playbook Portfolio - wide rollout Impact measurement 29 NUVINI AI LAB Roadmap & Next Steps Scaling AI Across the Portfolio

Driving Strategic Growth and Value Creation Purpose: Provides a standardized AI maturity assessment framework Ensures strategic alignment of AI investments across portfolio companies Supports M&A due diligence and integration planning Identifies synergies and collaboration opportunities across the portfolio How It Works: Evaluates 5 pillars: AI Adoption, Capabilities, Processes, Infrastructure, Talent Assigns scores → maps companies into maturity levels (Nascent → Leading) Provides actionable insights for resource allocation, risk mitigation, and growth 30 NUVINI AI INDEX

Key Benefits & Use Cases Strategic Benefits: Clear roadmap for AI adoption & scaling Optimized investment decisions Portfolio - wide value creation Risk reduction in M&A and operations Use cases: Portfolio Optimization: Identify gaps & prioritize investments Cross - Company Synergies: Share knowledge, accelerate adoption M&A Due Diligence: Evaluate AI maturity of targets, reduce risks 31 NUVINI AI INDEX

07. COMPS & TEAM

NUVINI STANDS OUT AGAINST ITS MAIN PEERS: DEEP DIVE Nuvini is still in the beginning of its consolidation strategy and positioned in a market with high growth opportunities, offering significant potential upside in the upcoming years Sources: Nuvini, Companies and Factset (4Q2024) | Note: (1) Considers Adjusted EBITDA Margin; (2) Vitec’s result are from 2023, 2024 data is not available. 38

EXPERIENCED MANAGEMENT TEAM WITH SOLID TRACK - RECORD IN THE INDUSTRY Pierre Schurmann Co - Founder, CEO and Chairman 30+ years experience as founder and investor of tech companies +600 investments in B2B startups in Brazil Previously CEO at: Luiz Antonio Busnello Director 20+ years of entrepreneurship experience and operational experience Entrepreneur, technologist and investor CoFounder and Previously COO at: Investment Committee Members 36

Investment Committee Members Scott Klossner SEASONED AND COMPLEMENTARY BOARD OF DIRECTORS Marcello Gonçalves João Leite Marco Leone 37

M&A MARKET OPPORTUNITY FOR STRATEGIC BUYERS Valuations Reset and Keep Dropping SaaS/tech multiples remain under pressure — multiples continue declining into 2025 High Rates = Buyer's Market With Selic near 15%, IPO markets remain shut and liquidity tight, pushing sellers toward M&A at modest valuations Favorable Window for Consolidators Limited exits and funding scarcity give strategic buyers with capital a unique opportunity to acquire quality assets Accelerated Growth Through M&A Companies with strong balance sheets can leverage market conditions to build market - leading positions at attractive multiples WHY NOW? 33