F-4MEF

As filed with the U.S. Securities and Exchange Commission on September 27, 2023

Registration No. 333-272688

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nvni Group Limited

(Exact name of registrant as specified in its charter)

Cayman Islands	7372	98-1721993
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

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

Grand Cayman, Cayman Islands KY1-1001

(+55 11) 5642-3370

(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)

Cogency Global, Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

+1(800) 221-0102

(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

Copies to:

Edward S. Best, Esq.	Carlos Motta, Esq.	Ryan J. Maierson, Esq.
Mayer Brown LLP	Tauil & Chequer Advogados	Drew Capurro, Esq.
71 South Wacker Drive	(an affiliate of Mayer Brown LLP)	Latham & Watkins LLP
Chicago, Illinois 60606	Avenida Presidente Juscelino	811 Main Street, Suite 3700
(312) 701-7100	1455 – 5°, 6° e 7° andares São	Houston, Texas 77002
	Paulo/SP, Brazil 04543-011 (+55 11)	(713) 546-5400
	2504-4204

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-272688

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

Pursuant to its Registration Statement on Form F-4 (File No. 333-272688), as amended, (the “Prior Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on June 16, 2023 and declared effective by the Commission on September 7, 2023, Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Registrant”), registered an aggregate of 33,100,363 of the Registrant’s ordinary shares, par value $0.00001 per share (“Ordinary Shares”), and paid an aggregate registration fee of $40,962. This Registration Statement is being filed with the Commission pursuant to General Instruction H to Form F-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional 1,968,821 Ordinary Shares to be issuable upon the completion of the Business Combination (as described in the Prior Registration Statement). The additional securities that are being registered are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fee Tables set forth in Exhibit 107 as filed with the Prior Registration Statement.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein. Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

Exhibit Number	Description
5.1	Opinion of Carey Olsen Cayman Limited, Cayman Islands with respect to the legality of New Nuvini Ordinary Shares being registered.
23.1	Consent of Deloitte Touche Tohmatsu Auditores Independentes Ltda.
23.2	Consent of Marcum LLP.
23.3	Consent of Carey Olsen Cayman Limited (included in Exhibit 5.1 hereto).
107	Filing Fee Table

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sao Paolo, Brazil, on the 27^th day of September, 2023.

NVNI GROUP LIMITED
By:	/s/ Pierre Schurmann
	Name: Pierre Schurmann
	Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on September 27, 2023 in the capacities indicated:

Signature	Title
* Pierre Schurmann	Chief Executive Officer and Chair of the Board (Principal Executive Officer)
* Luiz Busnello	Director (Interim Principal Financial Officer and Accounting Officer)

*By:	/s/ Pierre Schurmann
Name:	Pierre Schurmann
	Attorney-in-fact

II-2

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Nvni Group Limited has signed this Registration Statement on September 27, 2023.

By:	/s/ Colleen A. De Vries
Name:	Colleen A. De Vries
Title:	Senior Vice-President on behalf of
	Cogency Global Inc.

II-3

EX-5.1

Exhibit 5.1

27 September 2023

Nvni Group Limited

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

Grand Cayman, Cayman Islands KY1-1001

Dear Sirs and Mesdames

Nvni Group Limited (the “Company”)

1. BACKGROUND

We have acted as counsel as to Cayman Islands law to the Company in connection with:

(a) the listing of securities of the Company pursuant to the Company’s registration statement on Form F-4 (File No. 333-272688), as amended, (the “Prior Registration Statement”), initially filed with the United States Securities and Exchange Commission (the “Commission”) on June 16, 2023 and declared effective by the Commission on September 7, 2023 for the purposes of, registering with the Commission under the Act, the offering and sale to the public of:

i. Ordinary Shares of a nominal or par value of US$0.00001 each in the capital of the Company; and

ii. warrants to purchase Ordinary Shares of a nominal or par value of US$0.00001 each in the capital of the Company (each such warrant exercisable to purchase one Ordinary Share); and

(b) the listing of securities pursuant to the Company’s registration statement filed with the Commission pursuant to General Instruction H to Form F-4 and Rule 462(b) of the United Securities Act of 1933, as amended (the “New Registration Statement”), for the sole purpose of registering an additional 1,968,821 Ordinary Shares to be issuable upon the completion of the Business Combination (as described in the Prior Registration Statement) (the “Securities”).

This opinion letter is given in accordance with the terms of the Legal Matters section of the Prior Registration Statement.

Capitalised terms used in this Opinion shall have the meanings ascribed to them in this Opinion and/or the Schedules.

2. SCOPE OF OPINION

This Opinion is given only on the laws of the Cayman Islands in force at the date hereof and is based solely on matters of fact known to us at the date hereof. We have not investigated the laws or regulations of any jurisdiction other than the Cayman Islands (collectively, “Foreign Laws”). We express no opinion as to matters of fact or, unless expressly stated otherwise, the veracity of any representations or warranties given in or in connection with any of the documents set out in Schedule 1.

3. DOCUMENTS REVIEWED AND ENQUIRIES MADE

In giving this Opinion we have reviewed originals, copies, conformed copies, certified copies or notarised copies of the documents set out in Schedule 1.

4. ASSUMPTIONS AND QUALIFICATIONS

This Opinion is given on the basis that the assumptions set out in Schedule 2 (which we have not independently investigated or verified) are true, complete and accurate in all respects. In addition, this Opinion is subject to the qualifications set out in Schedule 3.

OFFICES: BVI • CAYMAN • GUERNSEY • JERSEY • LONDON	P.O. Box 10008	Telephone:	+1 345 749 2000
	Willow House	Facsimile:	+44 1481 739081
	Cricket Square	E-mail:	info@careyolsen.com
	Grand Cayman KY1-1001	Website:	www.careyolsen.com
	Cayman Islands

“Carey Olsen” in the Cayman Islands is the business name of Carey Olsen Cayman Limited, a body corporate recognised under the Legal Practitioners (Incorporated Practice) Regulations (as revised). The use of the title “Partner” is merely to denote seniority. Services are provided on the basis of our current terms of business, which can be viewed at: http://www.careyolsen.com/termsofbusiness.pdf. CO Services Cayman Limited is regulated by the Cayman Islands Monetary Authority as the holder of a corporate services licence (No. 624643) under the Companies Management Law (as revised).

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5. OPINIONS

We are of the opinion that:

5.1 Due incorporation, existence and status

The Company has been duly incorporated as an exempted company with limited liability under the Companies Act (as revised) of the Cayman Islands (the “Companies Act”), is validly existing and was, at the date of the Certificate of Good Standing, in good standing with the Registrar.

5.2 Issuance of Securities

(a) The issued share in the capital of the Company on the date hereof and as included in the Register of Members was duly authorised for issue and is validly issued, fully paid and non-assessable.

(b) Subject to the Resolutions and Shareholder Resolutions being passed and becoming effective and the number of Securities and the securities to be issued pursuant to the Documents never exceeding the authorised share capital of the Company available for issuance, the Securities to be offered and issued by the Company as contemplated by the New Registration Statement will be duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the New Registration Statement and/or the Prior Registration Statement and in accordance with the terms set out in the New Registration Statement and/or the Prior Registration Statement and the Documents, as applicable, such Securities will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

6. RELIANCE

Except as specifically referred to in this Opinion we have not examined, and give no opinion on, any contracts, instruments or other documents (whether or not referred to in, or contemplated by, the Documents). We do not give any opinion on the commercial merits of any transaction contemplated or entered into under or pursuant to the Documents.

This Opinion (and any obligations arising out of or in connection with it) is given on the basis that it shall be governed by and construed in accordance with the laws of the Cayman Islands. By relying on the opinions set out in this Opinion the addressee(s) hereby irrevocably agree(s) that the courts of the Cayman Islands are to have exclusive jurisdiction to settle any disputes which may arise in connection with this Opinion. We assume no responsibility to advise any person entitled to rely on this Opinion, or to undertake any investigations, as to any change in Cayman Islands law (or its application) or factual matters arising after the date of this Opinion, which might affect the opinions set out herein.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 and Exhibit 23.1 to the New Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Prior Registration Statement.

Notwithstanding the foregoing however, this Opinion is addressed to, and is solely for the benefit of, the addressee and may not be relied upon by any other person without our prior written consent.

Yours faithfully

/s/ Carey Olsen

Carey Olsen

  Page 3

SCHEDULE 1

DOCUMENTS REVIEWED

A. Documents Reviewed

1. The certificate of incorporation of the Company dated 16 November 2022 and the Amended and Restated Memorandum and Articles of Association of the Company adopted on 19 September 2023 and included as Exhibit E to the Business Combination Agreement (collectively, the “Articles”).

2. A certificate of good standing relating to the Company issued by the Registrar of Companies of the Cayman Islands (the “Registrar”) dated 6 September 2023 (the “Certificate of Good Standing”).

3. The register of members of the Company certified as a true copy thereof on 6 September 2023 (the “Register of Members”).

4. The unanimous written resolutions of the directors of the Company (the “Directors”) passed on 26 February 2023 and the draft of the written resolutions of the Directors of the Company which include resolutions approving the issuance of the Securities (the “Resolutions”).

5. The written resolutions of the sole shareholder of the Company passed on 25 August 2023 and 19 September 2023 (the “Shareholder Resolutions”) which include resolutions to re-designate the authorised (and issued) share capital of the Company in the manner therein and a resolution to approve the adoption of the Articles.

6. The Prior Registration Statement and the New Registration Statement.

7. The business combination agreement dated 26 February 2023 between, among others, Nuvini Holdings Limited, the Company, Nuvini Merger Sub, Inc. and Mercato Partners Acquisition Corporation (the “Business Combination Agreement”).

8. The warrant agreement between Mercato Partners Acquisition Corporation and Continental Stock Transfer & Trust Company dated 3 November 2021 (the “Warrant Agreement”).

9. The draft warrant assignment and assumption agreement to be executed by the Company, Mercato Partners Acquisition Corporation and Continental Stock Transfer & Trust Company in respect to the Warrant Agreement upon consummation of the Merger (as defined in the Business Combination Agreement) (the “Assignment and Assumption Agreement” and together with Warrant Agreement and the Business Combination Agreement the “Documents”).

B. SCOPE

The above are the only documents we have examined for the purposes of this Opinion.

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SCHEDULE 2

ASSUMPTIONS

1. The full power (including both capacity and authority), legal right and good standing of each of the parties to the Documents (other than the Company under the laws of the Cayman Islands) to execute, date, unconditionally deliver and perform their obligations under, and their due authorisation, execution, dating and unconditional delivery of, the Documents.

2. Each Document constitutes, or will when executed constitute, legal, valid and binding obligations, enforceable in accordance with their terms, of each party to that Document under all laws other than, in the case of the Company, the laws of the Cayman Islands.

3. All authorisations, consents, filings, registrations or other requirements of governmental, judicial or public bodies and authorities required under any law (including the laws of the Cayman Islands) for any party (other than under the laws of the Cayman Islands, the Company) to execute, or deliver, or enforce any Document or perform any of its obligations under any Document have been obtained, remain valid and subsisting and have been complied with.

4. The choice of governing law in each of the Documents has been freely made in good faith (for example not made with any intention of avoiding provisions of the law with which the transactions under the Documents, or the documents entered into pursuant thereto, have the closest and most real connection) and, where such law is a Foreign Law, would be regarded as a valid and binding selection, which will be upheld by the courts of such jurisdiction as a matter of such governing law and all other laws (other than the laws of the Cayman Islands). There is no reason for avoiding that choice of governing law on grounds of public policy or otherwise.

5. No invitation, whether directly or indirectly, has been made to the public in the Cayman Islands to subscribe for the Securities.

6. None of the Proceeds of Crime Act (as revised) of the Cayman Islands relating to money laundering, the Misuse of Drugs Act (as revised) of the Cayman Islands relating to drug trafficking or the Terrorism Act (as revised) of the Cayman Islands relating to the financing of terrorism is relevant to the transactions contemplated by the Documents or to any payment made or to be made thereunder.

7. None of the parties to the Documents, or the documents executed pursuant thereto, is acting, or will act in a matter inconsistent with United Nations sanctions as implemented under the laws of the Cayman Islands or restrictive measures adopted by the European Union Council for Common Foreign and Security Policy extended to the Cayman Islands by the Orders of Her Majesty in Council.

8. All necessary consents have been given, actions taken (other than those required pursuant to the laws of the Cayman Islands) and conditions met or validly waived pursuant to the Documents.

9. Each of the parties has entered into, or assumed its obligations under, the Documents in good faith for bona fide commercial reasons and on arm’s length terms.

10. The conformity to the original documents of all copy documents supplied to us (whether in hard or soft copy format).

11. The authenticity, accuracy and completeness of all documents supplied to us, whether as originals or copies.

12. The genuineness of all signatures, stamps, initials, seals, dates and markings on documents submitted to us.

13. Where we have been provided with a document in executed form or with only the signature page of an executed document, that such executed document does not differ from the latest draft version of the document provided to us and, where a document has been reviewed by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen.

14. No Document has been amended, modified, supplemented, revoked, rescinded or terminated since the time of its execution.

15. There is no document or other information or matter that has not been provided or disclosed to us, which could affect the accuracy of this Opinion.

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16. The Company has entered into or will enter into the Documents as principal for its own account and not as agent or fiduciary.

17. No Foreign Law qualifies or affects this Opinion.

18. Words and phrases used in any documents that we have reviewed that are not governed by Cayman Islands law have the same meanings and effect as they would have if those documents were governed by Cayman Islands law.

19. The Articles will be the memorandum and articles of association of the Company in effect at the time of the issuance of the Securities and the number of Securities and securities issuance under and in accordance with the Documents at the time of issuance shall not exceed the then authorised share capital of the Company available for issuance.

20. The Resolutions and the Shareholder Resolutions remain (or when passed will remain) in full force and effect and have not been amended, modified, supplemented, revoked, rescinded or terminated in any way.

21. The power and authority of the Company and the Directors have not been restricted in any way other than as set out in the Documents, memorandum and articles of association of the Company or as arising under Cayman Islands law.

22. The Directors at the date hereof are, and at the date of the Resolutions were or will be: Pierre Carneiro Ribeiro Schurmann and Luiz Antonio Busnello Fernandes.

23. There is no contractual or other obligation, prohibition or restriction (other than arising by operation of the laws of the Cayman Islands or as set out in the memorandum and articles of association of the Company) which may limit the Company’s ability to enter into or perform its obligations under the Documents.

24. There is nothing in the corporate records or minute book of the Company (which we have not inspected) which would affect this Opinion.

25. Prior to, and immediately following the execution of the Documents, each of the parties thereto was solvent (both on a “going concern” and “balance sheet” basis) and did not enter into the Documents with the intent to defraud any creditor, prefer one creditor over another or wilfully defeat any obligation owed to a creditor.

26. In connection with the Company’s entry into, assumption of and/or performance of its obligations contained in the Documents, each of its authorised representatives has acted in accordance with his fiduciary and other duties to such Company under all relevant laws (including any relevant Foreign Laws) and the applicable articles of association (including in relation to any obligation to disclose a conflict of interest in connection therewith).

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SCHEDULE 3

QUALIFICATIONS

1. The obligations under the Documents will not necessarily be legal, valid, binding or enforceable in all circumstances and this Opinion is not to be taken to imply that each obligation would necessarily be capable of enforcement or be enforced in all circumstances in accordance with its terms. In particular, but without limitation:

(a) the binding effect, validity and enforceability of obligations may be limited by laws relating to bankruptcy, administration, insolvency, moratorium, liquidation, dissolution, re-organisation and other laws of general application relating to, or affecting the rights of, creditors;

(b) enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance or the issuing of an injunction are available only at the discretion of the court and may not be available where, for example, damages are considered to be an adequate alternative and we therefore express no opinion on whether such remedies will be granted if sought;

(c) claims may be or become barred under the laws relating to the prescription and limitation of actions or may become subject to the general doctrine of estoppel or waiver in relation to representations, acts or omissions of any relevant party or may become subject to defences of set-off or counterclaim;

(d) the courts of the Cayman Islands may not enforce contractual provisions to the extent that the same may be illegal or contrary to public policy in the Cayman Islands (for example, a provision purporting to indemnify or exculpate a person for an action which constitutes actual fraud or a criminal offence) or, if obligations are to be performed in a jurisdiction outside the Cayman Islands, to the extent that such performance would be illegal or invalid or contrary to public policy in that jurisdiction;

(e) a judgment of the courts of the Cayman Islands may be required to be made in Cayman Islands dollars;

(f) the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest will vary according to the currency of the judgment. In a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the “functional currency” of the party being liquidated determined in accordance with applicable accountancy principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands and as such may not be enforceable;

(g) the courts of the Cayman Islands may decline to accept jurisdiction in an action where they determine that there is another more appropriate forum in another jurisdiction or that a court of competent jurisdiction has already made a determination of the relevant matter or where there is litigation pending in respect thereof in another jurisdiction or it may stay proceedings if concurrent proceedings are instituted elsewhere;

(h) there is a presumption that the courts of the Cayman Islands will give effect to an exclusive jurisdiction clause in an agreement and upon application, may stay proceedings brought in the Cayman Islands or grant an anti-suit injunction against a party that commences proceedings elsewhere where such proceedings are in breach of the exclusive jurisdiction clause, unless a party can satisfy the courts of the Cayman Islands that it would be just and equitable to depart from that presumption (for example, not to do so would deprive one party of access to justice);

(i) any provision purporting to fetter any statutory power of a Cayman Islands partnership or company (for example, a provision restricting the company’s power to commence winding up, to alter its memorandum and articles of association or to increase its share capital) may not be enforceable;

(j) provisions that purport to require parties to reach agreement in the future may be unenforceable for lack of certainty;

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(k) the courts of the Cayman Islands may find that a hybrid dispute resolution clause, though generally recognised under Cayman Islands law, is unenforceable on the grounds, amongst others, that it confers concurrent jurisdiction on an arbitral tribunal and the courts of the Cayman Islands;

(l) the courts of the Cayman Islands may refuse to enforce a provision that amounts to an indemnity in respect of the costs of enforcement or of unsuccessful proceedings brought in the Cayman Islands where such courts have already made an order to that effect;

(m) where the courts of the Cayman Islands determine that a contractual term may be interpreted in more than one manner the courts may employ the one that is deemed to be most consistent with business and common sense;

(n) it is possible that a judgment (in the Cayman Islands or elsewhere) relating to a particular agreement or instrument would be held to supersede the terms of such agreement or instrument with the effect that, notwithstanding any express term to the contrary in such agreement or instrument, such terms would cease to be binding;

(o) the enforcement of contractual obligations may be limited by the provisions of Cayman Islands law applicable to agreements or contracts held to have been frustrated by events happening after the relevant agreement or contract was entered into; and

(p) the enforcement of obligations may be invalidated or vitiated by reason of fraud, duress, undue influence, mistake, illegality or misrepresentation.

2. We offer no opinion as to whether the acceptance of, or the execution or performance of, the Company’s obligations under the Documents will or may result in the breach or infringement of any other deed, contract or document entered into by, or binding upon, such Company (other than its articles of association).

3. As a matter of Cayman Islands law:

(a) a provision for the payment of additional moneys or the forfeiture of property or rights for breach of a contractual obligation, whether expressed by way of penalty, additional interest, liquidated damages or otherwise, will be unenforceable if such a payment or forfeiture is held to constitute a penalty. We express no opinion as to whether any provision constitutes a penalty;

(b) certain terms and concepts (for example the difference between “negligence” and “gross negligence”), though commonly used, have not yet been clearly defined by the courts of the Cayman Islands;

(c) written agreements are only effective from date on which they are signed notwithstanding that they may contain an earlier stated effective or “as of” date;

(d) notwithstanding that it is expressly stated as such, a power of attorney or other grant of agency (including an agent for service of process) will not be irrevocable unless, as a factual matter, it is coupled with an interest or given to secure a proprietary interest of the donee or the performance of an obligation owed to a donee;

(e) notwithstanding that a breach of the provisions of a document has caused or is likely to cause damage to a party thereto, or would, on the face of such document, give rise to a specified liability or consequence, a non-breaching party may be under an obligation to take reasonable steps to mitigate any loss and the Cayman Islands courts may take any failure to do so into account when determining whether or not to award damages or grant relief to a claimant;

(f) the courts may, in limited circumstances (primarily in relation to fiduciary-like or long-term arrangements) imply a contractual duty of good faith on parties, notwithstanding the absence of any such express term in a document;

(g) only in very limited circumstances (for example, deeds poll and/or where rights are held on trust), can a person who is not party to an agreement governed by Cayman Islands law enforce the terms of that agreement against one or more of the parties thereto, unless such person has been expressly granted the right in the agreement to enforce such terms pursuant to The Contracts (Rights of Third Parties) Act, 2014 of the Cayman Islands; and

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(h) a provision of an agreement that purports to impose obligations on a person who is not party to such agreement will not be enforceable against such person.

4. We offer no opinion as to the existence or value of, or any party’s interest in, any property or assets.

5. In order to maintain an exempted company in good standing with the Registrar, annual fees must be paid and annual filings must be made with the Registrar within the prescribed periods.

6. A provision that a calculation, determination, opinion, exercise of power or certificate will be conclusive and binding may not be effective or enforceable if such calculation, determination, opinion, exercise of power or certificate is given unreasonably, arbitrarily or without good faith or which is fraudulent or manifestly inaccurate and will not necessarily prevent judicial enquiry into the merits of any claim.

7. Any transfer of shares or alteration to the status of the members of the Company will be void if made:

(a) without the consent of the court and after the date of the commencement of a winding up of the Company by the court; or

(b) without the consent of the liquidator and after the commencement of a voluntary winding up of the Company.

8. The question of whether or not any provision of an agreement or document which is illegal, invalid, unenforceable or void may be severed from the other provisions thereof would be determined by the courts of the Cayman Islands in its discretion.

9. We make no comment on references to any Foreign Laws or to any representations or warranties made in any agreement or document.

10. The effectiveness of terms releasing or exculpating any party from, or limiting or excluding, a liability (or duty otherwise owed) may be limited by law, and confidentiality obligations may be overridden by the requirements of legal or regulatory process or applicable law.

11. Failure to exercise a right, or any delay in such exercise, may operate as a waiver of that right notwithstanding a provision to the contrary.

12. Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 5.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Securities, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

13. In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

14. We express no opinion on any provision in any agreement or document requiring written amendments and waivers thereof insofar as it suggests that all or other modifications, amendments or waivers could not be effectively agreed upon or granted by or between the parties. It is likely that the provisions of an agreement or document governed by Cayman Islands law may be waived or amended orally or by conduct notwithstanding any such provision.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement No. 333-272688 on Form F-4 of our report dated August 9, 2023, relating to the financial statements of Nuvini S.A. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ DELOITTE TOUCHE TOHMATSU

Auditores Independentes Ltda.

São Paulo, Brazil

September 22, 2023

EX-23.2

Exhibit 23.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in this Registration Statement of Nvni Group Limited (the “Company”) on Form F-4 (File No. 333-272688) of our report dated April 3, 2023, which includes an explanatory paragraph as to Mercato Partners Acquisition Corp.’s ability to continue as a going concern, with respect to our audit of the financial statements of Mercato Partners Acquisition Corp. as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and for the period from February 22, 2021 (inception) through December 31, 2021 appearing in the Annual Report on Form 10-K of Mercato Partners Acquisition Corp. for the year ended December 31, 2022.

/s/ Marcum LLP

Marcum LLP

Houston, TX

September 27, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form F-4

(Form Type)

Nvni Group Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Security	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Ordinary Shares, par value $0.00001 per share	Rule 457(c) and Rule 457(f)(1)	1,968,821(2)(3)	$10.72(4)	$21,105,762.00	$0.0001102	$2,326.00
	Total Offering Amounts							$2,326.00
	Total Fees Previously Paid							—
	Net Fee Due							$2,326.00

(1) All securities being registered are issued by Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New Nuvini”), in connection with the Business Combination described in the enclosed proxy statement/prospectus among New Nuvini, Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands, Nuvini Merger Sub, Inc., a Delaware corporation, and Mercato Partners Acquisition Corporation, a Delaware corporation. Capitalized terms used but not defined in this filing fee table have the respective meanings given to them in the enclosed proxy statement/prospectus.

(2) Consists of 1,968,821 New Nuvini Ordinary Shares that may be issued in in exchange for 1,968,821 shares of Mercato Class A Common Stock in connection with the consummation of the Business Combination.

(3) This filing fee table relates to the registration statement on Form F-4, as amended (file number 333-272688), declared effective on September 7, 2023 (the “Registration Statement”). In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the proposed maximum aggregate offering price of the securities eligible to be sold under the Registration Statement may be registered hereby.

(4) Based on the average of the high and low trading prices of Mercato Class A Common Stock as of September 21, 2023, pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act.

Ex. 107-1