Filed by Nvni Group Limited
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Mercato Partners Acquisition Corporation
Commission File No. 001-41017
Date: April 7, 2023
Investor Presentation April 2023 1
Important Disclaimers About This Presentation This Presentation
(this“Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business combination transaction between Nuvini Holdings
Limited (with all its subsidiaries, the Company ), Nvni Group Limited(“NewCo”), Nuvini Merger Sub, Inc. and Mercato Partners Acquisition Corporation(“MercatoPartners” or “MPRA”) and related transactions
(the“BusinessCombination”) and for no other purpose. By accepting, reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. No Offer or Solicitation This Presentation
and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent
or approval in any jurisdiction in connection with the Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer,
solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made in the United States except by means
of a prospectus meeting the requirements of the Securities Act of 1933, as amended(“SecuritiesAct”), or an exemption therefrom. Additional Information and Where to Find It NewCo, a newly formed exempted company incorporated with limited
liability in the Cayman Islands, will be the surviving public company following the consummation of the Business Combination, and intends to file a registration statement on Form F-4 that will include a proxy statement of Mercato Partners and a
prospectus of NewCo. The proxy statement/prospectus will be made available to Mercato Partners stockholders. Mercato Partners and NewCo will also file other documents regarding the proposed transaction with the U.S. Securities and Exchange
Commission (the“SEC”). Before making any voting decision, investors and security holders of Mercato Partners are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will
be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Mercato Partners or NewCo through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Mercato Partners or NewCo may
be obtained free of charge by written request to Mercato Partners Acquisition Corporation, 2750 E. Cottonwood Parkway, Suite #500, Cottonwood Heights, Utah 84121. Participants in Solicitation Mercato Partners and the Company and their respective
directors and officers may be deemed to be participants in the solicitation of proxies from Mercato Partners' stockholders in connection with the Business Combination. Information about Mercato Partners' directors and executive officers and their
ownership of Mercato Partners' securities is set forth in Mercato Partners' filings with the SEC. To the extent that holdings of Mercato Partners' securities have changed since the amounts printed in Mercato Partners' proxy statement, such changes
have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be
obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. 2
Important Disclaimers (cont’d) Industry and Market Data This
Presentation discusses trends and markets that theCompany’s leadership team believes will impact the development and success of the Company based on its current understanding of the marketplace. Industry and market data used in this
Presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither Mercato Partners nor the Company has independently verified the data obtained from these sources
and cannot assure the recipient of this Presentation of the reasonableness of any assumptions used by these sources or thedata’s accuracy or completeness. Any data based on past performance or modeling contained herein is not an indication as
to future performance. This data is subject to change. Mercato Partners and the Company assume no obligation to update the information in this Presentation. Forward Looking Statements Certain statements included in this Presentation are not
historical facts but are forward-looking statements within the meaning of the“safeharbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, including certain forecasted financial and operational information for the
Company for 2023 and 2024. Forward-looking statements generally are accompanied by words such as“believe,”“may,”“will,”“estimate,”
“continue,”“anticipate,”“intend,”“expect,”“should,”“would,”“plan,”“project,”“forecast,”“predict,”“potential,”“seem,”“seek,”“future,”“outlook,”“target”
or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements
include, but are not limited to (i) references with respect to the anticipated benefits of the Business Combination and anticipated closing timing; (ii) the sources and uses of cash of the Business Combination; (iii) the anticipated capitalization
and enterprise value of the combined company following the consummation of the Business Combination; (iv) theCompany’s projected financial information and ability to successfully select, execute and integrate future acquisitions into its
business; (v) current and future potential commercial and customer relationships; (vi) anticipated investments in capital resource and the effect of these investments; (vii) the growth of the Company’s business and its ability to realize
expected results; (viii) the viability of theCompany’s growth strategy, including with respect to its ability to grow market share in Brazil, Latin America and globally, grow revenue from existing customers and consummate acquisitions; and
(ix) opportunities, trends and developments in theCompany’s industry. These statements were based on various assumptions, whether or not identified in this Presentation, and on the current expectations of MercatoPartners’ and
theCompany’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Mercato
Partners and the Company. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: general economic, political and business conditions, including but not limited to the economic and
operational disruptions and other effects of the COVID-19 pandemic, the failure of financial institutions, and disruptions in the capital and credit markets; the inability of the parties to consummate the Business Combination or the occurrence of
any event, change or other circumstances that could give rise to the termination of the business combination agreement; the number of redemption requests made by Mercato Partners stockholders in connection with the Business Combination; the risk
that the transaction may not be completed by MercatoPartners’ business combination deadline and the potential failure to obtain an extension of MercatoPartners’ business combination deadline if sought by Mercato Partners; the outcome of
any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the failure to satisfy the conditions to the consummation of the transaction, including the risk that the approval of Company
shareholders or Mercato Partners stockholders for the Business Combination is not obtained, the risk that any closing condition in the business combination agreement is not met and the failure to receive certain governmental and regulatory
approvals; the lack of a third party valuation in determining whether or not to pursue the proposed transaction; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the Business
Combination; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the risks related to the Company's business including the efficiency and timing
of its growth strategy which depends exclusively on continued acquisitions of SaaS businesses and relies to a great extent on a targetacquisition’s receptiveness to and adoption of the Company's model and their acceptance of its proposals; the
risks related to the software market in general and the competition on theCompany’s business; the risks related to theCompany’s technology, intellectual property and infrastructure; the risks related to the Company's substantial
operations in Brazil; the ability of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; NewCo's ability to generate cash, service indebtedness and incur additional indebtedness; the ability of
NewCo to obtain or maintain the listing of its securities on a U.S. national securities exchange following the Business Combination; costs related to the Business Combination; and other risks that will be detailed from time to time in filings with
the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Mercato Partners and the Company presently do not know or that they currently believe are immaterial that could also cause actual results to differ
from those contained in forward-looking statements. In addition, forward-looking statements provide expectations, plans or forecasts of future events and views of Mercato Partners, the Company and NewCo as of the date of this Presentation. Mercato
Partners and the Company anticipate that subsequent events and developments will cause their assessments to change. However, while Mercato Partners and the Company may elect to update these forward-looking statements in the future, Mercato Partners
and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing assessments of Mercato Partners and the Company as of any date subsequent to the date of this Presentation.
Accordingly, undue reliance should not be placed upon the forward-looking statements. 3
Important Disclaimers (cont’d) Forward Looking
Statements(cont’d) Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved; and those factors
discussed in the Appendix to this Presentation and set forth in the sections entitled“RiskFactors” and“Special Note Regarding Forward-LookingStatements” in Mercato Partners' Annual Report on Form 10-K for the year ended
December 31, 2022, as well as in the documents that Mercato Partners and NewCo will file with the SEC in connection with the Business Combination. If any of these risks materialize or theCompany’s assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Mercato Partners nor the Company presently know or that
Mercato Partners and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Trademarks Mercato Partners and the Company own or have rights to various
trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks, trade names and copyrights of third parties, which are the property
of their respective owners. The use or display of thirdparties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with Mercato Partners or the Company, an endorsement
or sponsorship by or of Mercato Partners or the Company, or a guarantee the Company or Mercato Partners will work or will continue to work with such third parties. Solely for convenience, the trademarks, service marks, trade names and copyrights
referred to in this Presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Mercato Partners, the Company or any third-party will not assert, to the fullest extent
under applicable law, their rights or the rights of the applicable licensor to these trademarks, service marks, trade names and copyrights. Non-GAAP / Non-IFRS Financial Measures and Key Performance Metrics Certain of theCompany’s financial
information and data, including those contained in this Presentation such as Net Operating Revenue, Gross Profit, Gross Profit Margin, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow have not been prepared in
accordance with generally accepted accounting principles in the United States(“GAAP”) or International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board. Net Operating Revenues is defined as
the total revenue a company generates from its core operations after deducting revenue taxes, allowances and discounts. Gross Profit is defined as net operating revenues less cost of goods sold. Gross Profit Margin is defined as the ratio between
gross profit by net operating revenue for the applicable period. Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization, equity income, non-recurring items, provisions and executive
compensation. Adjusted EBITDA Margin is defined as the ratio between adjusted EBITDA by net operating revenue for the applicable period. EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization.
EBITDA Margin is defined as the ratio between EBITDA by net operating revenue for the applicable period. Free Cash Flow is defined as operating cash flow minus capital expenditures. These financial measures, and other measures that are calculated
using such measures, are an addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP or IFRS and should not be considered as an alternative to revenue, operating income, profit before
tax, net income or any other performance measures derived in accordance with GAAP or IFRS. 4
Important Disclaimers (cont’d) Non-GAAP / Non-IFRS Financial Measures
and Key Performance Metrics(cont’d) Mercato Partners and the Company believe these measures of financial results, including those on a forward-looking basis, provide useful information to management and investors regarding certain financial
and business trends relating to theCompany’s financial condition and results of operations. TheCompany’s management uses these measures for trend analyses, in determining management incentive compensation and for budgeting and planning
purposes. Mercato Partners and the Company believe that the use of these financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in, and in comparing theCompany’s financial
measures with, other similar companies, many of which present similar financial measures to investors. However, there are a number of limitations related to the use of these measures and their nearest equivalents as presented in GAAP or IFRS, as
applicable. For example, other companies may calculate non-GAAP or non-IFRS measures differently, or may use other measures to calculate their financial performance and, therefore, theCompany’s measures may not be directly comparable to
similarly titled measures of other companies. See the Appendix for an explanation on how the Company calculates these financial measures presented herein, as well as reconciliation of these historical financial measures to their most directly
comparable measures calculated under non-GAAP. A reconciliation of these financial measures for future periods has not been provided and is unable to be provided without unreasonable effort because certain items excluded from these financial
measures cannot be reasonably calculated or predicted at this time. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results. This Presentation also
contains metrics the Company considers key performance metrics, such as Organic Growth. Organic Growth is defined to include results attributable to a portfolio company at least one month after the portfolio company was acquired by Nuvini. Exchange
Rate Data This Presentation contains translations of certain amounts in Brazilian reais into U.S. dollars at the rate indicated on the relevant page. These translations should not be construed as representations that amounts as of the date of this
Presentation or as of any other date, or could be converted into U.S. dollars at the rates indicated. In particular, certain amounts related to valuation metrics have been converted from Brazilian reais into U.S. dollars at the rate of R$5.165 per
U.S$1.00, which was the exchange rate in effect as of December 31, 2022. TheCompany’s functional currency is the Brazilian real and is exposed to foreign exchange risks. Therefore, fluctuations in the U.S. dollar/Brazilian real exchange rate
may affect theCompany’s actual and projected results and performance, and consequently the merits of an investment in the Company. Use of Projections This Presentation contains projected financial information with respect to the Company,
namely Net Operating Revenue, Organic Growth, Gross Profit, Gross Profit Margin, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow. Such projected financial information constitutes forward-looking information, is for
illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The projections, estimates and targets in this Presentation are forward-looking statements that are based on assumptions that are inherently
subject to significant uncertainties and contingencies, many of which are beyond Mercato Partners' and theCompany’s control. See“Forward-LookingStatements” above. The assumptions and estimates underlying the projected, expected or
target results are inherently uncertain and are subject to a wide variety of significant business, weather, economic, regulatory, competitive, technological and other risks and uncertainties that could cause actual results to differ materially from
those contained in such projections, estimates and targets. The inclusion of projections, estimates and targets in this Presentation should neither be regarded as an indication that Mercato Partners and the Company, or their representatives,
considered or consider the financial projections, estimates and targets to be a reliable prediction of future events; nor as a representation by any person that the results reflected in such projections will be achieved. Neither the independent
auditors of Mercato Partners nor the independent registered public accounting firm of the Company has audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation,
and accordingly, none of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. 5
AGENDA Introduction Track Record and Pipeline Mercato Partners Financial
Highlights SaaS Market Comparables & Peers Nuvini Overview Appendix Business Model 6
1. Introduction 7
(1) Transaction Summary Transaction Summary Sources and Uses ▪ Nuvini
has signed a Business Combination Agreement on February 26, 2023 to combine with Sources Mercato Partners Acquisition Corporation (Nasdaq: MPRA) Cash in Trust US$ 43 mm ▪ Closing is expected in the third quarter of 2023 Stock Consideration to
Existing Nuvini Shareholders US$ 235 mm Total Sources US$ 278 mm (2) (2) Pre-Money EV / Net Operating Revenues Pre-Money EV / Adj. EBITDA Uses Stock Consideration to Existing Nuvini Shareholders US$ 235 mm 2023E 6.5x 2023E 37.5x Cash to Balance
Sheet US$ 25 mm Estimated Fees & Expenses US$ 18 mm 2024E 3.8x 2024E 14.4x Total Uses US$ 278 mm (3,4) Illustrative Pro-Forma Valuation Pro Forma Ownership Implied Enterprise Value Post-Money US$ 283.0 mm Existing Nuvini Shareholders [#]
23,500,000 (-) Net Debt US$ 23.0 mm (1) MPRA Public Shareholders [#] 4,300,363 Implied Equity Value Post-Money US$ 260.0 mm MPRA Sponsor [#] 5,750,000 (-) Primary Proceeds US$ 25.0 mm Total Shares Outstanding [#] 33,550,363 Implied Equity Value
Pre-Money US$ 235.0 mm Source: Nuvini | Notes: (1) Transaction assumes zero additional redemptions; (2) Pre-Money EV calculated by taking the Implied Equity Value Pre-Money and adding back Net Debt; (3) Undiluted basis (does not consider public and
sponsor warrants as well as Nuvini’s 8 incentive option pool); (4) Illustrative figures subject to change. Figures reflect estimated amounts as of April 6h, 2023
2. Mercato Partners 9
How Can Mercato Help? – It’s More Than Just Capital Strong
Understanding of Building Blocks for Public Company Outperformance ▪ Our team has experience partnering with companies in both public and private environments and has partnered with companies to assist with (i) going public, (ii) being public
and (iii) being private ▪ We have decades of best-practice know-how to help Nuvini achieve success as a public company, providing guidance for objectives such as: ▪ Investor relations, building a board of directors, obtaining equity
research and introductions to long-only funds Team of Operators That Understand Challenges Faced by Founders ▪ Mercato Partners will leverage extensive experience of individuals that served in leadership positions for high-growth public and
private companies ▪ Significant operational experience driving growth through innovative marketing techniques and customer acquisition channels ▪ Track record of building strong brands and products, leveraging data science to drive
lifetime value of customers by optimizing target audiences Identify and Facilitate Opportunities for Value Creation ▪ Operational expertise to help Nuvini further scale its business model while creating incremental value for both customers and
shareholders ▪ We will help accelerate business development efforts by tapping the entirety of Mercato’s network Mercato will be a valuable partner throughout Nuvini’s transition to the public markets Source: Mercato Partners
10
Mercato’s Experienced Team with a Shared History of Acquiring and
Building Successful Companies Greg Warnock Scott Klossner Greg Butterfield Michael Rosen Founder, CEO & Board Director Chief Financial Officer Board Director Board Director 35+ Years of Principal Investing and 35+ Years of Financial and
Operational 25+ Years of Executive and Investment 35+ Years of Investment Experience Entrepreneurship Experience Experience Experience Technologist, Innovator, Entrepreneur and Executive, Financial Operator and Value- Strategic Operator,
Technologist and Hedge Fund Co-chairman, CEO, Co-founder Growth Enabler creation Specialist Investor and Restaurant Founder Has Made Over 150 Career Investments Previously CFO at: CEO and Board Member: Investor and Board Member: 5 Unicorns Mercato
Has Returned an Average 30% Net Internal Rate of Return (Acquired by Equifax Feb-21) (Acquired by Symantec (Co-founder and CEO) for US$830 mm) Co-Founder, Managing Director: (Achieved 43% Revenue CAGR 2005 - 2012) (Acquired by Thoma (IPO at US$1.6
bn (Acquired by Liberty Media for US$120 mm in 2007) (US$730 mm in AUM) Bravo for US$1.15 bn) valuation) Source: Mercato Partners 11
3. SaaS Market 12
(1) The SaaS Market has a Sizable TAM , and Nuvini Addresses its Main
Inefficiencies (2) Nuvini Operates in a Sizeable Market… …Solving Real Day-to-Day Problems with Long-term Solutions Business Priorities in 2021 Solutions offered by Nuvini (4) IT Investment Survey – Business priorities according to
% of respondents US$115 bn (3) Latin America Annual IT Spend Increased speed in Increase Organic 53% operational processes Productivity US$45.7 bn Reduced labor needs in the Reduce Organic Costs 45% processes Brazil Annual IT Spend Bringing
diversity to the Introduce New Products and 31% client's portfolio with new Services web services Digital solutions for Balance Digital and Physical 31% industries that are less likely for the Client to have a tech background Digital Customer
Improve Client Acquisition 33% Relationship and Retention Management solutions 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; (4) Business priorities according to % of interviewers when asked: “Which business initiatives will be the most
significant to boost IT investments in your organization?”. Respondents are considered to be companies with more than 13 100 employees that participated in the survey
(1) The Latin America SaaS Market is Expected to Grow Rapidly, Led by
Digitalization (1) Latin America SaaS Market 2026E US$13.9bn (1) Latin America SaaS Market US$2.5bn TAILWINDS 2019 Scalability and Shift to Cloud Flexibility Low Entry Underpenetration Barriers Sources: Statista, Research Nester | Notes: (1) Latin
America consists of South America, Central America, Mexico, and the Caribbean islands; (2) “CAGR” means compound annual growth rate between 2019 and 2026E 14 14
(1) Latin America has Massive Value Creation Opportunities to be Unlocked
as it Catches up to the Tech Penetration Levels of Other Economies (1) (2) Atlantico Digital Transformation Index Latin America Tech Value Creation Catch-up Potential Tech Company Market Cap. as % of GDP, Q2 2022 Tech Company Market Cap. Catch-up
Potential – US$ bn, Q2 2022 Latin America +US$3.15 tn 52.0% Latin America +US$974 bn 20.0% Latin America +US$791 bn 15.0% 3.0% 1.5% (1) Latin America Brazil India China USA Latin America Catch-up to India Catch-up to China Catch-up to USA
Latin America Sources: Atlantico, Capital IQ, OECD | Notes: (1) Latin America consists of South America, Central America, Mexico, and the Caribbean islands; (2) Chart illustrates the incremental market cap needed for Latin American Tech Companies to
reach the same percentage of GDP as the other countries presented. Example: for the ratio between Tech Company Market Cap. and GDP in Latin America to be equal to the percentage presented by India (15%), an increase in Latin Americas’ Tech
Company Market Cap. of US$791 bn would be 15 necessary
Cooling of Latin America’s VC Market Could Favor Nuvini’s
Business Model rd Venture capital funding volume in Latin America reached its 3 quarter lowest level since 2018 (1) Latin America’s Venture Capital Funding Funding Volume – US$ bn; # of Deals – # Funding # of Deals 331 309 273 238
236 226 220 214 184 170 167 159 156 151 147 140 135 7.4 130 117 107 6.7 4.1 3.0 2.4 2.3 1.8 1.8 1.7 1.5 1.3 1.3 1.1 1.0 1.0 0.8 0.7 0.6 0.6 0.2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2018 2019 2020 2021 2022 With less capital
available in the market, M&A opportunities at attractive valuations may become increasingly common Source: CBInsights | Note: (1) Latin America consists of South America, Central America, Mexico, and the Caribbean islands 16
The Brazilian SaaS Addressable Market in 2021 (1) Number of SaaS Companies
in Brazil Revenue Breakdown (2021) (R$ mm) (1) Startups : ~1,500 companies 13,700 68.5% (1) SaaS : 5,590 (1) B2B/B2B2C : <1 19.2% 4,785 4.4% 1 - 5 3.0% 5 - 10 (2) Target : 4.9% 10 - 20 1,500 >20 Legend Our “sweet spot” revenue
range (3) Beyond the Brazilian market, Nuvini intends to expand its growth strategy to the rest of Latin America th Sources: ABStartups - Associação Brasileira de Startups (Brazilian startups association), SaaSholic | Notes: (1) According
to ABStartups – Published on November 11 , 2021; (2) Assumes revenue breakdown according to SaaSholic’s survey, realized with a sample of 17 companies; (3) Latin America consists of South America, Central America, Mexico, and the
Caribbean islands
4. Nuvini Overview 18
Nuvini: An Ecosystem of SaaS B2B Companies (1) We select and acquire SaaS
B2B companies in Brazil and Latin America We are a liquidity solution for startups and a value investing alternative for our investors (2) Company Overview Key Financial Highlights We allocate capital in multi-sector SaaS B2B companies, provide them
scalability to WHAT accelerate their growth and reinvest their cash generation in new accretive acquisitions – WE DO? R$206 mm this successful business model is used by international players such as CSU, Vitec and +21,000 Roper NET OPERATING
CUSTOMERS (2) WHO ARE REVENUES 2023E Small market leading SaaS companies, with consolidated business models, positive cash OUR generation and relevant growth potential TARGETS? 63.6% WHY 17.3% We have access to companies that traditional VC/PE funds
have not historically focused on, and we have a highly specialized team with proven capability of allocating capital WE ARE GROSS PROFIT ORGANIC GROWTH rapidly and efficiently, with focus on the long-term DIFFERENT? (2,5) (2,3,4) MARGIN 2023E 2023E
Diversified Portfolio of Solutions R$35.1 mm 17.0% ADJUSTED EBITDA ADJUSTED EBITDA (2,3) (2,3) 2023E MARGIN 2023E Enterprise Resource Business Customer Relationship Management Big Data Planning Intelligence Source: Nuvini | Notes: (1) Latin America
consists of South America, Central America, Mexico, and the Caribbean islands; (2) For more information relating to Nuvini’s projections and its non-GAAP measures, see disclaimer, “Forward-Looking Statements”, “Non-GAAP
Financial Measures“, section A2 and section A3 for more information including definitions of such metrics as well as a reconciliation to the most comparable IFRS measure; (3) Non-GAAP financial measure; (4) Organic Growth is defined as the
rate of growth of net 19 operating revenue expansions that arises from a company's existing businesses; (5) Gross Profit Margin is defined as the ratio between gross profit by net operating revenue for the applicable period
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 Company Founded 1995 1985 1981 1966 2019 Sweden, Denmark, (3) Main Geographies Brazil and
Latin America USA, Canada, Europe USA USA Finland, Norway SaaS and Engineering Core Business B2B SaaS Platform B2B SaaS Platform SaaS for the Public Sector B2B SaaS Platform Solutions # of M&A Transactions +500 46 52 37 7 (1) Gross Profit Margin
2023E 63.6% 39.4% 78.7% 69.7% 44.9% (1,2) EBITDA Margin 2023E 14.4% 26.1% 36.5% 41.2% 24.5% (2,4) Organic Growth (2021-2022) 3.0% 8.0% 10.0% 6.2% 8.6% Revenue Total CAGR (2021-2022) 26.0% 22.0% 10.0% 33.8% 37.7% Toronto Stock Exchange OM NYSE NYSE
Stock Exchange and IPO Year - (2006) (1999) (1992) (1969) Stock Avg. Yearly Performance (Last 10 years) 35.6% 41.4% 14.4% 20.9% - th th Sources: Nuvini; Capital IQ as of February 24 , 2023, Factset as of February 24 , 2023, Companies | Notes: (1)
For more information relating to Nuvini’s projections, see disclaimer, “Forward-Looking Statements”, Non-GAAP Financial Measures and section A2 for more information; (2) See disclaimer Non-GAAP Financial Measures and section A3,
including for definitions of such metrics as well as a reconciliation to the most comparable IFRS measure; (3) Latin America consists of South America, Central America, 20 Mexico, and the Caribbean islands; (4) Organic Growth is defined as the rate
of growth of net operating revenue expansions that arises from a company's existing businesses
Selected Listed Peers Stock Performance Selected Listed Peers Stock
Performance | Base 100 4,500.0 4,000.0 Software Holdings have been delivering high returns to their shareholders, 3,500.0 either through share appreciation or through consistent dividend payments 3,103% 3,000.0 2,500.0 2,005% 2,000.0 1,500.0 1,000.0
566% 500.0 283% 0.0 Dec-12 Sep-13 Jun-14 Mar-15 Dec-15 Sep-16 Jun-17 Mar-18 Dec-18 Sep-19 Jun-20 Mar-21 Dec-21 Sep-22 Constellation Roper Technologies Vitec Tyler Technologies Dividend Yield 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 (%) 3.3%
1.8% 1.3% 0.9% 0.9% 0.7% 0.6% 0.4% 0.3% 0.2% 0.5% 0.5% 0.5% 0.6% 0.7% 0.6% 0.6% 0.5% 0.5% 0.5% 3.6% 3.1% 2.5% 1.2% 1.3% 1.3% 1.6% 0.7% 0.5% 0.4% th Source: Factset as of February 24 , 2023 21
Why Nuvini? We are an experienced team in acquiring and managing a
portfolio of companies, with proven capabilities in allocating capital and creating a community of entrepreneurs Value Proposition for Nuvini Investors Value Proposition for SaaS B2B Founders Access to profitable SaaS companies that VC/PE funds have
not Support to deliver (and exceed) their business plans historically focused on Autonomy to founders who do not pursue the traditional PE/VC path Multi-segment investment strategy with focus on fundamentals Diversified portfolio composed of cash
generating and fast-growing Liquidity for an illiquid asset with upside capture on earnouts companies Opportunity to grow the business with M&A and participate in a No integration hassle talented community of entrepreneurs Source: Nuvini
22
Nuvini’s Experienced Management Team with Strong Track-Record in the
Industry Investment Years of Committee # Experience Members 28 20 20 20 Pierre Schurmann Luiz Antonio Busnello Carolina Carioba Walter Leandro Co-Founder, CEO and Chairman Co-Founder and COO Chief of People VP M&A 28+ years experience as founder
and 20+ years of entrepreneurship experience 20+ years of executive experience 20+ years leading startups and M&A investor of tech companies and operational experience People development, talent acquisition, Entrepreneur, M&A director and
investor +600 investments in B2B startups in Brazil Entrepreneur, technologist and investor business partner and passionate about tech and startups Previously CEO at: Co-Founder and Previously COO at: Previously CEO and Director: HR Executive
Experience: Investor and Board Member: Combined Company’s Seasoned Pierre Schurmann Luiz Busnello Greg Warnock Scott Klossner Independent Independent Independent Board of Directors Member 1 Member 2 Member 3 Source: Nuvini 23
Strong Portfolio of Multi-Vertical SaaS Solutions Already in Place Company
Business Model Growth Levers ▪ Digital platform for bidders to find, register, dispute and monitor notices issued by the Business Unit Enterprise Fintech Brazilian federal, state and municipal governments through electronic trading sessions
(4) Higher Ticket, NDR and Use customer base and data to (5) ▪ Purpose of simplifying processes through innovative solutions designed for companies Lower Churn provide credit through partners (Acquired on Oct-20) that supply governmental
entities (2) ▪ ERP service provider for eyeglass shops (1) Scale up ÓticaPay Outbound (3) POS payment processing for Team dedicated to capturing new ▪ Targets optical shops in Brazil and Latin America to assist them with managing
stores, integrated opticians, capturing a opportunities through channel meeting tax obligations and optimizing sales take-rate diversification (Acquired on Feb-21) Add-on Acquisitions Optimize Sales Channels (2) ▪ Complete and scalable ERP for
business and sales management Opportunistic acquisitions aiming Strategic partnership for ▪ Targets industries, distributors, retail stores, service providers to increase client base customer acquisition (Acquired on Apr-21) Customer Profile
Customer Success ▪ Provider of Big Data and Analytics, Artificial Intelligence and KYC solutions for enterprises New market segments, such as (6) Increase ARPU via consultative payment and consumer goods ▪ Special projects offering
tailored data service solutions relationship strategy distributors (Acquired on Feb-21) ▪ Complete digital marketing automation tool New Products Add-on Acquisitions New features release, completing Opportunistic acquisitions aiming ▪
SaaS with self-service sales via the website and automatic renewal sellers’ cycle to increase client base ▪ Targets entrepreneurs and companies (Acquired on Feb-21) Fintech E-commerce B2B ▪ E-commerce and sales solutions for B2B
entities Use customer base and data to Strengthen e-commerce planform ▪ Targets industries, representatives and distributors provide credit through partners and add payments feature (Acquired on Jun-21) (7) ▪ Operates creating,
developing and managing automatic voicebots/chatbots Internationalization SMB Operation ▪ Provides an omni-channel platform which monitors the whole interaction, collecting data Increase revenues by positioning Expansion of portfolio through
the firm as a global player tech-innovation for better customer experience (Acquired on Jan-23) Source: Nuvini | Notes: (1) The ssOtica platform is owned and operated Ipê Digital; (2) ERP stands for Enterprise Resource Planning; (3) Latin
America consists of South America, Central America, Mexico, and the Caribbean islands; (4) NDR stands for Net Dollar 24 Retention; (5) Churn is the rate at which customers stop doing business with a company over a given period of time; (6) ARPU
stands for Average Revenue per User; (7) SMB stands for small and midsize business
Diversification Between Different Nuvini Sectors, Mitigating Concentration
Risk (2) Diversified Revenues... ...and a Strong Focus on SMBs (1) % breakdown of 2023E Net Operating Revenues per Nuvini portfolio company % breakdown of Nuvini portfolio company clients' size as of Q322 Medium & Large Effecti SmartNX 2% 17%
18% Individuals Small (3) and MEIs 20% 29% Leadlovers 10% Mercos ssÓtica 24% 11% Micro 49% Datahub Onclick 9% 11% As new companies are acquired and added into the portfolio, Nuvini increases revenue diversification Source: Nuvini | Notes: (1)
For more information relating to Nuvini’s projections, see disclaimer, “Forward-Looking Statements”; (2) SMB stands for small and midsize business; (3) MEI stands for Individual Micro-Entrepreneur 25 25
Investment Sizeable Total Addressable Market (“TAM”) in a
fast- growing and fragmented market Thesis Positioned as a 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 26
5. Business Model 27
Well-Designed Profile to Identify Target Companies Anticipated Acquisition
Structure Target Company Checklist Acquisition of majority stake at the time of closing, with option for 100%, in order to Positive cash Low product risk, B2B SaaS generation and relevant with a solid align interest with business model growth
potential customer base companies' founders (2) (1) (Rule of 40) and low churn Deal breakers: Low recurring Payment can be a mix revenue, high cash between cash and/or stock burn, slow growth, culture misalignment No disruption of current Leadership
positioning in Focus on businesses with Target annual revenue operations post acquisition niche markets, ideally low competition for of with low competition acquisitions R$10 mm - R$30 mm Source: Nuvini | Notes: (1) Churn is the rate at which
customers stop doing business with a company over a given period of time; (2) Rule of 40 is the principle that a software company's combined organic revenue’s growth rate and EBITDA margin should exceed 40% 28
Nuvini’s Playbook Post-Acquisition AUTONOMY PEOPLE FINANCE GROWTH
▪ NO REQUIRED INTEGRATION ▪ Talent acquisition▪ Accounting standardization▪ Advisor guidance HASSLE ▪ Talent training▪ Big-Four audit▪ Add-on acquisitions ▪ Freedom for founders to ▪ Talent
retention▪ Efficiency in umbrella ▪ Cross-sell and Fintech deliver the Business Plan contracts opportunities ▪ Succession strategy for post- earnout period Examples Examples Examples Examples Attract talented entrepreneurs 1 CROSS
COMPANIES CROSS COMPANIES Lower M&A risk, with no 2 required integration synergies Increase in Economy of being part of acquisition 1 Add-on M&A in OnClick, bringing strategy and Business Plan engagement and scale in cloud (1) +6% increase
in client base retention contracts Same proven playbook of 3 peers Source: Nuvini | Note: (1) Considers the acquisition of Eive by Onclick, concluded in August, 2022 29
Strong Governance Standards to Support Acquired Companies NUVINI’S
BEST-IN-CLASS GOVERNANCE TOOLS Nuvini implemented the Oracle Connects and consolidates all Ability for senior managers to spread (1) SaaS, the top Oracle ERP to acquired companies' operations by their governance standards across all (1) consolidate
information across leveraging their legacy ERP subsidiaries controlling and monitoring portfolio companies day-to-day practices and performance STRICT GOVERNANCE STANDARDS Investment People Top-tier Big four firm Internal policies Committee
Committee Law Firms conducting audit and code of ethics Source: Nuvini | Note: (1) ERP stands for Enterprise Resource Planning 30
6. Track Record and Pipeline 31
Clear Inorganic and Organic Growth Strategies (1) (2) I N O R G AN IC G R
O WTH O R G AN I C G R O WTH (3) Focus on Brazil and Latin America Accelerate companies’ growth in less 1 competitive sectors Strategy to replicate the tested business model in other geographies Increase efficiency, accelerating growth 2 Goal
to consummate at least 4 and improving margins acquisitions per year Solid potential pipeline mapped with companies all over Brazil Cross sell opportunities between the 3 companies in the portfolio Support of Mercato Partners, with expertise in the
SaaS Industry Add fintech solutions to the portfolio of the companies, increasing customer value 4 creation Nuvini currently provides solutions for all of Brazil, and has strong inorganic growth potential through scaling-up the proven (3) M&A
strategy across Latin America Source: Nuvini | Notes: (1) Inorganic Growth includes any growth that is not Organic Growth; (2) Organic Growth is defined as the rate of growth of net operating revenue expansions that arises from a company's existing
businesses; (3) Latin America consists of South 32 America, Central America, Mexico, and the Caribbean islands
Robust and Tangible M&A Pipeline Mapped Brazilian M&A Pipeline (1)
Number of Companies Target 289 companies Analyzed 127 companies Nuvini’s mid-term target is to acquire at least 4 new companies per year 17 Negotiation 7 Portfolio Source: Nuvini | Note: (1) As of February 2023 33
Quick and Efficient Capital Allocation Combined with Diligent M&A
Process Nuvini’s M&A Process Robust due diligence on historical Sourcing NDA IC Term Due Signing and 1 2 3 4 5 6 financial statements, KPIs, legal and + Pre-DD Negotiation Sheet Diligence Closing tax position with external consulting,
business plan connected with founders' earnout value Investment Committee established for M&A approval and monitoring All-time 4-6 Months Board of Directors review the fit between portfolio/acquisition strategies and Nuvini’s strategy
Stakeholders by Stage: M&A & Fin. Team Legal Team Investment Committee (C-Level and M&A Team) Source: Nuvini 34
7. Financial Highlights 35
(1) Financial Highlights (1) (3) Net Operating Revenues (R$ mm) & YoY
Growth (%) Organic Growth (%) # of Companies in the Portfolio (2) (2) 6 6 11 15 36.7% 66.8% 66.7% 37.7% 344.1 CAGR 21-24E: +56% 19.6% 206.4 17.3% 123.7 89.9 8.6% 2021A 2022E 2023E 2024E Net Revenues YoY Growth 2021A 2022E 2023E 2024E Source: Nuvini
| Notes: (1) For more information relating to Nuvini’s projections, see disclaimer, “Forward-Looking Statements” and section A2; (2) Anticipated based on Nuvini's goal of acquiring 4 companies per year. There is no assurance that
Nuvini will be able to complete 4 acquisitions or any acquisition at all or that such acquisitions would have the contribution Nuvini has projected. See section A2 for the assumptions on which Nuvini projections are based; (3) Organic Growth is
defined as the rate of growth of net operating 36 revenue expansions that arises from a company's existing businesses
(1) Financial Highlights (cont’d) (1) (1,2,3) Gross Profit (R$ mm)
and Gross Profit Margin (%) Adjusted EBITDA (R$ mm) and Adjusted EBITDA Margin (%) # of Companies in the Portfolio # of Companies in the Portfolio (4) (4) (4) (4) 6 6 11 15 6 6 11 15 65.9% 63.6% 26.5% 17.0% 15.6% 56.0% 1.5% 53.0% 91.2 226.7 CAGR
21-24E: +65% CAGR 21-24E: +302% 131.2 35.1 65.5 50.3 19.3 1.4 2021A 2022E 2023E 2024E 2021A 2022E 2023E 2024E Source: Nuvini | Notes: (1) For more information relating to Nuvini’s projections, see disclaimer, “Forward-Looking
Statements”, Non-GAAP Financial Measures and section A2 for more information; (2) Non-GAAP financial measure. See disclaimer Non-GAAP Financial Measures and section A3, including for definitions of such metrics as well as a reconciliation to
the most comparable IFRS measure; (3) Adjusted EBITDA 2022E, 2023E and 2024E does not include potential public company expenses; (4) Anticipated based 37 on Nuvini's goal of acquiring 4 companies per year. There is no assurance that Nuvini will be
able to complete 4 acquisitions or any acquisition at all or that such acquisitions would have the contribution Nuvini has projected. See section A2 for the assumptions on which Nuvini projections are based
8. Comparables & Peers 38
(1) Nuvini Shows a Combination of Strong Organic and Inorganic Growth ...
(2) (3,4) Organic Growth (%) Total Revenue Growth (%) (2021-2022) (2021-2022) 37.7% 33.8% 10.0% 8.6% 26.0% 8.0% 22.0% 6.2% Median: 24.0% Median: 7.1% 10.0% 3.0% th Sources: Nuvini, Companies, Factset as of February 24 , 2023 | Notes: (1) Inorganic
Growth includes any growth that is not Organic Growth; (2) Organic Growth is defined as the rate of growth of net operating revenue expansions that arises from a company's existing 39 businesses; (3) Total Revenue Growth is defined as rate of growth
of net operating revenues over a period of time; (4) As of Q2’22 earnings release
...Coupled with Solid Operational Margins (1) (1,2) Gross Profit Margin
2023E (%) Adjusted EBITDA Margin 2023E (%) 41.2% 78.7% 36.5% 69.7% 63.6% Median: 31.3% Median: 57.3% 26.1% 24.5% 44.9% 39.4% 14.4% (1) (1) th Sources: Nuvini, Companies, Factset as of February 24 , 2023 | Notes: (1) For more information relating to
Nuvini’s projections, see disclaimer, “Forward-Looking Statements”, Non-GAAP Financial Measures and section A2 for more information; (2) See disclaimer 40 Non-GAAP Financial Measures and section A3, including for definitions of
such metrics as well as a reconciliation to the most comparable IFRS measure
Closing Remarks Positioned in a fragmented market with high growth
potential fueled by secular tailwinds Proven acquisition capability for leading and profitable companies, with multiple levers to continue accelerating growth Lean holding company with unique access to the market and ability to allocate capital
quickly and efficiently Supported by a seasoned management team with track record in conducting M&A transactions in the SaaS segment Source: Nuvini 41 41
A1. Summary Risk Factors 42
Summary Risk Factors As used herein,“Nuvini” refers to Nuvini
Holdings Limited;“NewNuvini” means prior to closing of the proposed business combination, Nvni Group Limited and after that the public company contemplated by the business combination and all of its subsidiaries;“Nuvini
AcquiredCompanies” refers to Effecti Tecnologia Web Ltda., Leadlovers Tecnologia Ltda., Ipe Tecnologia Ltda., Dataminer Dados, Informações e Documentos Ltda., OnClick Sistemas de Informação Ltda., Simplest Software Ltda.
and SmartNX Tecnologica Ltda;“NuviniGroup” refers to Nuvini, Nuvini S.A., Nuvini Acquired Companies and any other subsidiaries of Nuvini or Nuvini S.A. prior to the closing of the proposed business combination transaction. The risks
presented below are certain of the general risks related to NuviniGroup’s business, industry and ownership structure and are not exhaustive. Additional risks that the Nuvini Group currently does not know about or that it currently believes to
be immaterial may also impair its business, financial condition or results of operations. The list below is qualified in its entirety by disclosures contained in future filings by New Nuvini, or by third parties (including Mercato Partners) with
respect to the Nuvini Group, with the SEC. These risks speak only as of the date of this presentation. Risks Related toNuvini’s Business • Nuvini is an early-stage company with a history of operating losses and expects to incur
significant expenses and continuing losses at least for the near- and medium-term, which may affect its ability to continue as a going concern. • The NuviniGroup’s growth strategy depends in large part on continued acquisitions of SaaS
businesses. Nuvini S.A. may not be able to identify suitable acquisition candidates or complete acquisitions successfully. • Nuvini S.A. has experienced rapid growth and expects to invest in its growth for the foreseeable future. If Nuvini
S.A. fails to manage its growth effectively, its business operating results and financial condition would be adversely affected. • Any failure to effectively manage Nuvini S.A.'s growth through acquisitions may disrupt the Nuvini Group's
operations and adversely affect its operating results. • The Nuvini Group expects to expand beyond Brazil which causes a variety of operational challenges. • Nuvini may require additional capital to support the growth of its business,
and this capital might not be available on acceptable terms, if at all. • The financial and operating projections in this presentation rely in large part on assumptions and analyses developed by Nuvini S.A. and third-party sources and are
based on NewNuvini’s ability to achieve, among other factors, certain growth milestones in accordance with the NuviniGroup’s business plans. If these assumptions or analyses prove to be incorrect, NewNuvini’s actual operating
results may materially differ from its forecasted results. • The Nuvini Acquired Companies and their suppliers could suffer disruptions, outages, defects and other performance and quality problems with the Nuvini AcquiredCompanies’
solutions or with the public cloud and internet infrastructure on which their solutions rely. If the availability of the Nuvini AcquiredCompanies’ proprietary SaaS solutions does not meet the Nuvini AcquiredCompanies’ service-level
commitments to their customers, Nuvini S.A.’s current and future revenue may be negatively impacted. • If the Nuvini Group loses key members of its management teams or is unable to attract and retain the executives and employees it needs
to support its operations and growth (especially skilled software engineers and developers), the NuviniGroup’s business and future growth prospects may be harmed. Risks Related to Software Market • Some of the markets for the Nuvini
AcquiredCompanies’ SaaS solutions are characterized by frequent technological advances, and the Nuvini Acquired Companies must continually improve their software products to remain competitive. Risks Related to the NuviniGroup’s
Technology, Intellectual Property and Infrastructure • The Nuvini Group relies on information and technology for many of its business operations which could fail and cause disruption to its business operations. • The Nuvini Group must
timely respond to technological changes to be competitive. • If the Nuvini Group is unable to protect its proprietary technologies, the NuviniGroup’s competitive position could be adversely affected. 43
Summary Risk Factors (cont’d) Risks Related to the
NuviniGroup’s Substantial Operations in Brazil • The Nuvini Group is mainly concentrated in one geographic area, which increases the impact to the NuviniGroup’s exposure to various risks in that location. • Brazil has
experienced, and may continue to experience, adverse economic or political conditions that may impact the NuviniGroup’s business, financial condition and results of operations. • Internet regulation in Brazil is recent and still limited
and several legal issues related to the Internet are uncertain. Risks Related to Legal Matters and Regulations • Internet regulation in Brazil is recent and still limited and several legal issues related to the Internet are uncertain. •
The NuviniGroup’s customers may be subject to new and evolving privacy and data protection-related laws and regulations that impose obligations in connection with the collection, storage, use, processing, disclosure, protection, transmission,
retention and disposal of personal, sensitive, regulated or confidential data. • The Nuvini Group may face restrictions and penalties under the Brazilian Consumer Protection Code in the future. • The Merger should be a taxable
transaction for U.S. federal income tax purposes. • New Nuvini could be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code as a result of the Business Combination. Financial, Tax and
Accounting-Related Risks • Nuvini S.A. has identified material weaknesses in its internal control over financial reporting and, if Nuvini S.A. fails to remediate such material weaknesses (and any other ones) or establish and maintain effective
internal controls over financial reporting, Nuvini S.A. may be unable to accurately report its results of operations, meet its reporting obligations and/or prevent fraud. • Nuvini S.A.’s payment obligations under Nuvini S.A.’s
indebtedness may limit the funds available to the Nuvini Group and may restrict the NuviniGroup’s flexibility in operating its businesses. • Nuvini S.A.’s existing loan agreements contain restrictive covenants, exposure premiums
and events of default that impose significant operating and financial restrictions on Nuvini S.A., and Nuvini S.A. is currently not in compliance with certain financial covenants included in Nuvini S.A.’s loan agreements. • The
consummation of the business combination may trigger the acceleration or termination of certain of Nuvini S.A.’s loan and operating agreements if Nuvini S.A. does not obtain Nuvini S.A.’scounterparties’ consent or waiver, which
could adversely affect the Nuvini Group. 44
A2. Key Estimates and Assumptions 45
(1) Key Estimates and Assumptions Forecasted Income Statement (R$ mm)
2022E 2023E 2024E (2) # # of Current Portfolio Companies M&A M&A M&A Current Current Current Total Total Total # # of Acquired Companies (Accumulated) Vintage Vintage Vintage Portfolio Portfolio Portfolio # # of Total Companies 6 0 6 6 5
11 6 9 15 (=) Net Revenues 123.7 0.0 123.7 145.1 61.3 206.4 173.0 171.1 344.1 (-) Cost of Sales (58.2) (58.2) (50.8) (24.4) (75.2) (56.6) (60.8) (117.4) (=) Gross Profit 65.5 0.0 65.5 94.3 36.9 131.2 116.4 110.3 226.7 (-) Total Operating Expenses
(67.9) (67.9) (103.9) (24.8) (128.7) (115.9) (66.3) (182.2) (2.4) 0.0 (2.4) (9.6) 12.1 2.5 0.4 44.0 44.4 (=) Operating Income/Loss 18.7 18.7 26.4 0.7 27.1 39.2 2.8 42.0 (+) D&A (=) EBITDA 16.3 0.0 16.3 16.8 12.8 29.6 39.6 46.8 86.4 (3) (+)
Provisions 3.4 3.4 2.7 0.7 3.4 1.4 1.1 2.4 (+) Stock Based Compensation Expenses (0.4) (0.4) 2.0 0.0 2.0 2.3 0.0 2.3 KEY ASSUMPTIONS (=) Adjusted EBITDA 19.3 0.0 19.3 21.5 13.5 35.1 43.3 47.9 91.2 Source: Nuvini | Notes: (1) For more information
relating to Nuvini’s projections, see disclaimer, “Forward-Looking Statements” and Non-GAAP Financial Measures ; (2) Current portfolio considers Mercos, Leadlovers, OnClick, ssÓtica, Datahub and Effecti; (3) 46 Considers tax
and labor provisions
(1) Key Estimates and Assumptions (cont’d) ASSUMPTION DESCRIPTION
▪ The ability to acquire at least four profitable SaaS companies each fiscal year (in addition to the SmartNX acquisition consummated in January 2023) Operating Growth Levers▪ The capacity to leverage Nuvini S.A.’s growth model and
accelerate growth at the Nuvini Acquired Companies ▪ The capacity to increase prices in line with inflation ▪ The capacity to generate recurring revenue by offering contracts through a subscription model across all markets where Nuvini
Acquired Companies hold activities ▪ The capacity to hire, train and retain key people and a specialized field workforce ▪ The capacity to dilute fixed costs, considering that as New Nuvini grows, costs categorized as fixed costs would
grow at a lower rate than net revenues, which would contribute to a gradual recovery in Adjusted EBITDA margins from 2023 onwards Costs and Expenditures ▪ A projected cost of debt similar to or lower than the cost of debt of Nuvini
S.A.’s existing indebtedness ▪ Working capital consistent with current business dynamics, with the main account being receivables ▪ Capital expenditures driven mostly by M&A activity, investments in the growth of existing
operations and maintenance related to capital expenditures. Maintenance related capital expenditures are expected to be consistent with the expected property, plant & equipment useful life of five to six years ▪ Assumes proceeds, net
expenses, from the Business Combination will be approximately R$300 million (or US$65 million), including assumed net proceeds from potential PIPE Funding Investments of approximately R$200 million (or US$40 million) ▪ The Debenture Holders
will continue to waive compliance with the covenants in those instruments ▪ Considers an acquisition rate of four companies per year (based on Nuvini S.A.’s goal) ▪ Nuvini Acquired Companies’ contributions to revenue and
Adjusted EBITDA are estimated based on the average financial figures of companies being considered in the late stages Acquisitions Projections of Nuvini’s acquisition pipeline as of Q4’22 and Pipeline ▪ For the Nuvini Acquired
Companies over 2023-2024, average gross revenues of at least R$20 million, and an increase in the average Adjusted EBITDA Margin from 22% in 2023 to 30% in 2024 Source: Nuvini | Note: (1) For more information relating to Nuvini’s projections,
see disclaimer, “Forward-Looking Statements” and Non-GAAP Financial Measures 47
A3. Non-GAAP Reconciliation 48
PCAOB Consolidated Financials PCAOB Income Statement (R$ mm) 2021 Net
Operating Revenue 89.9 (-) Cost of Services Provided (39.6) Gross Profit (Loss) 50.3 (-) Sales and Marketing Expenses (22.6) (-) General and Administrative Expenses (52.4) (-) Impairment of Goodwill (6.8) (+/-) Other Operating Income (Expenses), Net
0.0 (=) Operating Income (Loss) (31.4) (+/-) Financial Income and Expenses, Net (42.5) (=) Loss Before Income Tax (73.9) (-) Income Tax, Net (3.8) (=) Net Income (Loss) (77.7) Source: Nuvini S.A.'s audited consolidated financial statement for the
year ended December 31, 2021 49
Non-GAAP Reconciliation PCAOB to Non-GAAP Reconciliation (R$ mm) 2021 Net
Loss (77.7) (+) Income Tax 3.8 (+) Interest Expense, Net 42.5 (+) Non-Operating Income, Net (0.0) (+) D&A 13.6 (=) EBITDA Holding (17.8) (+) Stock Based Compensation Expenses 3.7 (1) (+) Provisions 8.7 (+) Impairment 6.8 (=) Adjusted EBITDA
Holding 1.4 Source: Nuvini | Note: (1) Considers tax provisions and provisions for potential liabilities in connection with regulatory labor rights related to acquisitions 50
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