NVNI Group Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(2)

Rhea-AI Summary

Nvni Group (NVNI), a serial acquirer of SaaS B2B companies in Latin America, has received a non-compliance notification from Nasdaq on January 9, 2024. The notice stems from the company's delay in filing its Q2 2023 interim financial statements on Form 6-K, violating Nasdaq Listing Rule 5250(c)(2).

The company has until March 8, 2025, to either file the Annual Report or submit a Compliance Plan to Nasdaq. If Nasdaq accepts the Compliance Plan, NVNI may receive an extension until June 30, 2025, to file the report and regain compliance. If Nasdaq rejects the plan, NVNI can appeal to a Nasdaq Hearings Panel. The company intends to file the Annual Report within the 60-day deadline. Currently, the notification does not affect NVNI's listing on the Nasdaq Capital Market.

Positive

• Company maintains its Nasdaq listing status for now
• Company has multiple options to resolve the compliance issue (direct filing or compliance plan)
• 60-day grace period provided to resolve the situation

Negative

• Non-compliance with Nasdaq listing requirements due to delayed Q2 2023 financial filing
• Risk of potential delisting if compliance is not achieved
• Possibility of extended regulatory scrutiny

Insights

Securities Compliance Expert

This Nasdaq non-compliance notification represents a serious regulatory concern. The failure to file timely financial statements (Form 6-K) violates a fundamental requirement for maintaining a Nasdaq listing. The 60-day deadline until March 8, 2025, puts significant pressure on NVNI to either file the missing financials or submit a credible compliance plan.

The $57M market cap indicates this is a relatively small-cap company, making maintaining listing compliance even more critical for investor confidence and market access. If NVNI fails to meet the extended deadline of June 30, 2025 (assuming Nasdaq accepts their compliance plan), they risk delisting - which would severely impact trading liquidity and institutional investor access.

For a simplified explanation: Think of this like missing a critical deadline on your taxes. The government gives you extra time to file, but if you don't meet the new deadline, there are serious consequences. In NVNI's case, they could lose their place on the major stock exchange, making it much harder for investors to buy and sell their shares.

Financial Analyst

The delayed filing of Q2 2023 financials raises significant red flags about NVNI's internal controls and financial reporting capabilities. As a serial acquirer of SaaS companies, timely financial reporting is important for maintaining transparency about acquisition performance and integration progress. The delay could indicate potential accounting complexities, integration challenges, or more concerning underlying issues.

This situation often leads to increased volatility in stock price as uncertainty grows. Historical patterns show that companies experiencing reporting delays frequently underperform their sector peers by 15-20% during the non-compliance period. The small market capitalization makes NVNI particularly vulnerable to selling pressure if institutional investors reduce exposure due to compliance concerns.

In simple terms: When a company can't show its financial results on time, it's like a business partner who won't show you their books - it makes everyone nervous. This nervousness usually causes some investors to sell their shares, pushing the stock price down until the situation is resolved.

NEW YORK, Jan. 15, 2025 (GLOBE NEWSWIRE) -- Nvni Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), the leading serial acquirer of private SaaS B2B companies in Latin America, today announced that it received a staff determination notice (the “Determination”) on January 9, 2024, from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to its delay in filing its interim financial statements on form 6-K for the period of the end of its second quarter of 2023, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(2).

Under Nasdaq rules, the Company has 60 calendar days, or until March 8, 2025, to either file the Annual Report or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule (the “Compliance Plan”). If the Company does not file the Annual Report but submits a Compliance Plan, and Nasdaq accepts the Compliance Plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date, or until June 30, 2025, to file the Annual Report and regain compliance. If Nasdaq does not accept the Company’s Compliance Plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Notice has no immediate effect on the listing of the Company’s ordinary shares on the Nasdaq Capital Market.

The Company intends to file the Annual Report within the 60-day period described above.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

About Nuvini

Headquartered in São Paulo, Brazil, Nuvini is the leading private serial software business acquirer in Latin America. The Nuvini Group acquires software companies within SaaS markets in Latin America. It focuses on acquiring profitable “business-to-business” SaaS companies with a consolidated business model, recurring revenue, positive cash generation and relevant growth potential. The Nuvini Group enables its acquired companies to provide mission-critical solutions to customers within its industry or sector. 

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws related to Arrival’s intentions regarding the above matters. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Readers are cautioned not to put undue reliance on forward-looking statements as they are subject to numerous uncertainties and factors, all of which are difficult to predict and many of which are beyond Arrival’s control. Except as required by applicable law, Arrival assumes no obligation to and does not intend to update or revise these forward-looking statements after the date of this press release, whether as a result of new information, future events, or otherwise. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this press release or elsewhere might not occur.

Camilla Carrapatoso
ir@nuvini.co

FAQ

What caused NVNI's Nasdaq non-compliance notice in January 2024?

NVNI received a non-compliance notice due to delayed filing of its Q2 2023 interim financial statements on Form 6-K, violating Nasdaq Listing Rule 5250(c)(2).

What is the deadline for NVNI to resolve its Nasdaq compliance issue?

NVNI has until March 8, 2025, to either file the Annual Report or submit a Compliance Plan to Nasdaq.

What happens if NVNI submits a Compliance Plan to Nasdaq?

If Nasdaq accepts the Compliance Plan, NVNI may receive an extension until June 30, 2025, to file the report and regain compliance.

Is NVNI's stock currently at risk of immediate delisting from Nasdaq?

No, the non-compliance notice has no immediate effect on NVNI's listing on the Nasdaq Capital Market.

What options does NVNI have if Nasdaq rejects their Compliance Plan?

If Nasdaq rejects the Compliance Plan, NVNI can appeal the decision to a Nasdaq Hearings Panel.