Nvni Group Limited Share Purchase Agreement

Nvni Group Limited has entered into a Share Purchase Agreement to acquire 51% of the total issued share capital of a new holding company, Holdco, for an aggregate purchase price of $80,700,000. This acquisition is part of a restructuring of Beyondsoft International (Singapore) Pte. Ltd.'s IT consulting and services business. The purchase price will be paid in two installments, with 50% due by December 31, 2026, and the remaining 50% due by December 31, 2029, both with 8% annual interest. Closing conditions include the completion of the business restructuring and the execution of a shareholders agreement. The Seller will have the right to appoint two board members to Holdco and will have approval rights over certain corporate actions. The transaction is subject to customary closing conditions and regulatory approvals. The agreement also details post-closing purchase price adjustments based on the actual closing net debt and working capital, with a dispute resolution mechanism involving an independent accountant. The transaction is expected to enhance Nvni Group Limited's service offerings and market presence.