Nvni Group Ltd Faces Nasdaq Filing Deficiency

TL;DR

NVNI missed its 2023 20-F filing deadline, Nasdaq sent a deficiency notice.

AI Summary

Nvni Group Limited (the "Company") received a notification from The Nasdaq Stock Market LLC on November 12, 2024, regarding a deficiency in its filings. Specifically, the Company had not yet filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2023. This filing is a Report of Foreign Private Issuer for the month of January 2025.

Why It Matters

Failure to meet Nasdaq's listing requirements could lead to delisting, impacting the company's ability to trade on the exchange and potentially affecting its stock value.

Risk Assessment

Risk Level: medium — The company has received a deficiency notice from Nasdaq for not filing its annual report, which could lead to delisting if not resolved.

Key Players & Entities

• Nvni Group Limited (company) — The filer of the report.
• The Nasdaq Stock Market LLC (company) — The exchange that issued the deficiency notice.
• November 12, 2024 (date) — Date the deficiency letter was received.
• December 31, 2023 (date) — Fiscal year end for the missing annual report.
• Form 20-F (document) — The specific annual report that was not filed.

FAQ

Filing Documents

• ea0227332-6k_nvnigroup.htm (6-K) — 13KB
• 0001213900-25-002718.txt ( ) — 14KB

From the Filing

OF FOREIGN PRIVATE ISSUER 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 January 2025 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 Notification of Cured Deficiency from The Nasdaq Stock Market LLC As previously reported, on November 12, 2024, Nvni Group Limited (the “Company”) received a staff determination letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that since the Company had not yet filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) with the U.S. Securities and Exchange Commission (the “Commission”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) and the staff had determined to delist the Company’s ordinary shares and warrants from Nasdaq unless the Company timely appealed the staff’s determination before the Nasdaq Hearings Panel (the “Panel”). On November 15, 2024, the Company timely appealed the determination pursuant to the procedures set forth in the Nasdaq Listing Rules and scheduled a hearing before the Panel for January 14, 2025. On December 26, 2024, the Company filed the 2023 Annual Report. On January 8, 2025, the Company received a letter from Nasdaq notifying the Company that based on the filing of the 2023 Annual Report, Nasdaq has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) and the hearing has been canceled. Accordingly, the matter has been closed. Notification of Deficiency from The Nasdaq Stock Market LLC On January 9, 2025, the Company received a notice from Nasdaq indicating that the Company is not currently in compliance with Nasdaq’s Listing Rules due to the Company’s failure to file an interim balance sheet and income statement as of and for its second quarter ended June 30, 2024 (the “Interim Financials”) on Form 6-K with the Commission. Pursuant to Nasdaq Listing Rule 5250(c)(2), the Company was required to file its Interim Financials no later than six months following the end of its second quarter ended June 30, 2024, or December 31, 2024. The Company has not yet filed the required Interim Financials. This notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s ordinary shares and warrants. Nasdaq has provided the Company with 60 calendar days, until March 10, 2025, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for the filing of its Interim Financials, or until June 30, 2025, to regain compliance. The Company continues to work diligently to complete its Interim Financials and intends to file its Interim Financial as soon as possible, after which the Company anticipates maintaining compliance with its reporting obligations with the Commission and Nasdaq listing requirements. 1 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: January 10, 2025 By: /s/ Pierre Schurmann Name: Pierre Schurmann Title: Chief Executive Officer 2

View Full Filing

View this 6-K filing on SEC EDGAR