Nvni Group Limited announced that it has entered into Subscription Agreements with each of the investors to issue 226,470 ordinary shares at an issue price of $1.70 per share for the gross proceeds of $384,999 on February 19, 2024. Under the Subscription Agreements, each Investor also received a put option pursuant to which, commencing on the one year anniversary of the closing of the private placement, each Investor has the right to sell to the Company all or any portion of the ordinary shares such Investor purchased under its respective Subscription Agreement at a sale price per share equal to 120% of the Per Share Purchase Price. The Put Options automatically terminate on the second-year anniversary of the closing of the private placement.

The ordinary shares sold in the private placement were sold pursuant to the exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the ?Securities Act?).