NVNIW NVNI Group Ltd

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2024

 

Commission File Number: 001-41823

 

 

Nvni Group Limited

 

 

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

Grand Cayman, Cayman Islands KY1-1001

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

 

 

 

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

 

On November 12, 2024, Nvni Group Limited. (the “Company”) received a staff determination letter (the “Determination Letter”) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Determination Letter notified that, based upon the Company’s non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) as of November 12, 2024, the staff had determined to delist the Company’s ordinary shares and warrants from Nasdaq unless the Company timely appeals the staff’s determination before the Nasdaq Hearings Panel (the “Panel”).

 

On November 15, 2024, the Company timely appealed pursuant to the procedures set forth in the Nasdaq Listing Rules. The Listing Rules also provide that a request for a hearing will stay the suspension of the listing of Company’s ordinary shares and warrants for a period of 15 days from the date of the request. Further, the Listing Rules provide that, in its hearing request, the Company may request that the stay remain in effect through the hearing and the expiration of any additional extension period granted by the Panel following the hearing. Accordingly, the Company intends to make such an extended stay request. If granted, the Company’s ordinary shares and warrants will continue to be listed and trade on The Nasdaq Capital Market under the symbol “NVNI,” respectively, for the stay period granted by the Panel.

 

The Company is diligently working to complete and file the Annual Report on Form 20-F for the year ended December 31, 2023 (the “2023 Annual Report”), with the Securities and Exchange Commission (the “SEC”) as soon as practicable. There can be no assurance, however, that the Company’s requests for a further stay of any suspension action by Nasdaq and the continued listing of its ordinary shares and warrants will be granted by the Panel, or that the Company will be able to evidence compliance with all applicable requirements for continued listing on The Nasdaq Capital Market should the Panel grant the Company an extension to do so.

 

The receipt of the Determination Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.

 

On November 15, 2023, the Company issued a press release announcing its receipt of the Determination Letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release, dated November 15, 2024

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	NVNI GROUP LIMITED
Date: November 15, 2024	By:	/s/ Pierre Schurmann
	Name:	Pierre Schurmann
	Title:	Chief Executive Officer

 

 

3

 

Exhibit 99.1

 

Nvni Group Limited Receives Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

 

New York, November 15th, 2024 - Nvni Group Limited (Nasdaq: NVNI) (“Nuvini”) today announced that it has received a staff determination letter (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") on November 12, 2024. The Determination Letter states that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Annual Report”).

 

On November 15, 2024, the Company submitted a timely appeal of the delisting determination to the Nasdaq Hearings Panel (the "Panel") in accordance with Nasdaq’s procedures. Under Nasdaq Listing Rules, the request for a hearing automatically stays the suspension of the Company’s securities for 15 days. Additionally, the Company intends to request an extended stay, allowing its securities to remain listed and traded under the ticker symbol “NVNI” during the appeal process and any extension period granted by the Panel.

 

The Company is actively working to complete and file its 2023 Annual Report with the U.S. Securities and Exchange Commission (the “SEC”) as quickly as possible. However, there is no assurance that the Panel will grant the Company’s request for an extended stay or that it will determine the Company has regained compliance with all Nasdaq listing requirements.

 

The Determination Letter does not impact the Company’s business operations or its reporting obligations with the SEC. Nvni Group remains committed to resolving this matter promptly and keeping its shareholders informed of any updates regarding its Nasdaq listing status.

 

About Nuvini

 

Headquartered in São Paulo, Brazil, Nuvini is Latin America's leading acquirer of B2B SaaS businesses. Focused on profitable companies with recurring revenue and growth potential, it fosters an entrepreneurial environment to help its acquisitions deliver mission-critical solutions and achieve industry leadership. Its long-term strategy emphasizes value creation through partnerships with existing management.

 

For more information, visit www.nuvini.co

 

For further information or media inquiries regarding this partnership, please contact:

 

Nuvini Investor and Media Contact
Camilla Carrapatoso

ir@nuvini.co

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