Slide 1: Investor Presentation April 2023
Investor Presentation April 2023 1
Slide 2: Important Disclaimers About This Presentation
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 Limit
Slide 3: Important Disclaimers (cont'd)
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 Presen
Slide 4: Important Disclaimers (cont'd)
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 t
Slide 5: Important Disclaimers (cont'd): Non-GAAP Financial Measures
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
Slide 6: Agenda
AGENDA Introduction Track Record and Pipeline Mercato Partners Financial Highlights SaaS Market Comparables & Peers Nuvini Overview Appendix Business Model 6
Slide 7: 1. Introduction
1. Introduction 7
Slide 8: Transaction Summary
(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 Cons
Slide 9: 2. Mercato Partners
2. Mercato Partners 9
Slide 10: How Can Mercato Help? It's More Than Just Capital
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 publi
Slide 11: Mercato's Experienced Team
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 a
Slide 12: 3. SaaS Market
3. SaaS Market 12
Slide 13: The SaaS Market has a Sizable TAM
(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 t
Slide 14: Latin America SaaS Market Expected to Grow Rapidly
(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$2.5bn TAILWINDS 2019 Scalability and Shift to Cloud Flexibility Low Entry Underpenetration Barriers Sources: Statista, Research Nester |
Slide 15: Latin America Value Creation Opportunities
(1) Latin America has Massive Value Creation Opportunities to be Unlocked as it Catches up to the Tech Penetration Levels of Other Economies (1) (2) Atlantico Digital Transformation Index Latin America Tech Value Creation Catch-up Potential Tech Company Market Cap. as % of GDP, Q2 2022 Tech Company
Slide 16: Cooling of Latin America's VC Market
Cooling of Latin America’s VC Market Could Favor Nuvini’s Business Model rd Venture capital funding volume in Latin America reached its 3 quarter lowest level since 2018 (1) Latin America’s Venture Capital Funding Funding Volume – US$ bn; # of Deals – # Funding # of Deals 331 309 273 238 236 226 220
Slide 17: The Brazilian SaaS Addressable Market in 2021
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” revenu
Slide 18: 4. Nuvini Overview
4. Nuvini Overview 18
Slide 19: Nuvini: An Ecosystem of SaaS B2B Companies
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
Slide 20: Nuvini Stands Out Against its Main Peers
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
Slide 21: Selected Listed Peers Stock Performance
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.
Slide 22: Why Nuvini?
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
Slide 23: Nuvini's Experienced Management Team
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 experie
Slide 24: Strong Portfolio of Multi-Vertical SaaS Solutions
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 t
Slide 25: Diversification Between Different Nuvini Sectors
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 Effec
Slide 26: Investment Thesis
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
Slide 27: 5. Business Model
5. Business Model 27
Slide 28: Well-Designed Profile to Identify Target Companies
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 busi
Slide 29: Nuvini's Playbook Post-Acquisition
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-se
Slide 30: Strong Governance Standards to Support Acquired Companies
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
Slide 31: 6. Track Record and Pipeline
6. Track Record and Pipeline 31
Slide 32: Clear Inorganic and Organic Growth Strategies
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, accelerati
Slide 33: Robust and Tangible M&A Pipeline
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
Slide 34: Quick and Efficient Capital Allocation with Diligent M&A Process
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,
Slide 35: 7. Financial Highlights
7. Financial Highlights 35
Slide 36: Financial Highlights
(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 20
Slide 37: Financial Highlights (cont'd)
(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.
Slide 38: 8. Comparables & Peers
8. Comparables & Peers 38
Slide 39: Strong Organic and Inorganic Growth
(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 |
Slide 40: Coupled with Solid Operational Margins
...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 inf
Slide 41: Closing Remarks
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 alloc
Slide 42: A1. Summary Risk Factors
A1. Summary Risk Factors 42
Slide 43: Summary Risk Factors
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”
Slide 44: Summary Risk Factors (cont'd)
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 t
Slide 45: A2. Key Estimates and Assumptions
A2. Key Estimates and Assumptions 45
Slide 46: Key Estimates and Assumptions: Forecasted Income Statement
(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
Slide 47: Key Estimates and Assumptions (cont'd)
(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 ac
Slide 48: A3. Non-GAAP Reconciliation
A3. Non-GAAP Reconciliation 48
Slide 49: PCAOB Consolidated Financials
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 Inc
Slide 50: Non-GAAP Reconciliation
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 (=) A
Slide 51: Slide 51