SCHEDULE: Nvni Group Limited Sees 9.99% Stake by Ayrton Capital

Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri have disclosed a 9.99% beneficial ownership stake in Nvni Group Limited, primarily through warrants and convertible notes.

Summary

• Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri collectively reported beneficial ownership of 1,114,498 Ordinary Shares of Nvni Group Limited.
• This ownership represents 9.99% of the company's outstanding Ordinary Shares.
• The shares are issuable upon the exercise of certain warrants and conversion of convertible notes held by the reporting persons.
• A 9.99% beneficial ownership blocker is in place for both the warrants and convertible notes.
• The percentage of class is based on 10,032,710 shares of Common Stock outstanding as of December 26, 2025, as stated in the Issuer's Form F-3 filed on January 26, 2025.
• Alto Opportunity Master Fund is a private investment vehicle managed by Ayrton Capital LLC, and Waqas Khatri serves as the managing member of Ayrton Capital LLC and a director of the Fund.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, as it signifies a substantial institutional investment in Nvni Group Limited, suggesting confidence from the reporting persons. The passive nature of the stake (due to the 9.99% blocker) prevents a higher score.

Positives

• A significant 9.99% beneficial ownership stake by institutional investors (Ayrton Capital LLC and Alto Opportunity Master Fund) and their managing member (Waqas Khatri) can be interpreted as a vote of confidence in Nvni Group Limited.
• The investment structure, involving warrants and convertible notes, suggests a strategic entry point and potential long-term interest in the company's performance.

Negatives

• The presence of a 9.99% beneficial ownership blocker indicates an intent to remain below the 10% threshold, which might limit active shareholder engagement or influence on corporate governance.

Future Outlook

The filing does not contain any forward-looking statements or guidance from Nvni Group Limited or the reporting persons regarding the company's future performance or strategic direction.

Industry Context

StockSavvy.ai notes that a 9.99% beneficial ownership stake by an investment manager and fund is a significant, yet passive, position. Such disclosures often signal institutional interest in a company, which can be viewed positively by the market, especially when the investment is structured through convertible instruments, suggesting a potential long-term view or a strategic financing arrangement.

Comparison to Industry Standards

• StockSavvy.ai observes that a 9.99% stake is a common threshold for institutional investors to maintain a significant position without triggering the more stringent reporting requirements and potential regulatory scrutiny associated with a 10% or greater ownership stake, which can imply control or influence over the issuer. This strategy is often employed by funds like Alto Opportunity Master Fund to retain flexibility.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake may instill confidence and potentially attract further investor interest.
• Company Management: Awareness of a large, passive institutional investor may influence strategic decisions, though the 9.99% blocker limits direct influence.

Key Dates

Keywords

Nvni Group Limited, Ayrton Capital LLC, Alto Opportunity Master Fund, Waqas Khatri, Beneficial Ownership, Schedule 13G, Ordinary Shares, Warrants, Convertible Notes, Institutional Investment