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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 2025
Commission File Number: 001-41635
Lavoro Limited
(Exact name of registrant as specified in its charter)
Av. Dr. Cardoso de Melo, 1450, 4th floor, office 401
São Paulo - SP, 04548-005, Brazil
+55 (11) 4280-0709
(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:
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Form 20-F |
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Form 40-F |
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EXHIBITS
| EXHIBIT | |
| 99.1 | Lavoro Announces Receipt of Non-Compliance Notice from Nasdaq Regarding Delayed Filing of Form 20-F |
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.
| Lavoro Limited | |||||
| By: | /s/ Ruy Cunha | ||||
| Name: | Ruy Cunha | ||||
| Title: | Chief Executive Officer | ||||
Date: November 24, 2025
Exhibit 99.1
Lavoro Announces Receipt of Non-Compliance Notice from Nasdaq Regarding Delayed Filing of Form 20-F
SÃO PAULO – November 24, 2025 — Lavoro Limited (Nasdaq: LVRO, LVROW) announced today that, as expected, it received a notice of non-compliance (the “Notice”) from Nasdaq Stock Market LLC (“Nasdaq”) on November 19, 2025. The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of its Form 20-F for the year ended June 30, 2025 (the “Form 20-F”).
This notification has no immediate effect on the listing of the Company's securities on Nasdaq.
As the Company previously announced, including on the Form 12b-25 filed on November 3, 2025, the delay in the filing of the Company’s 20-F is due to the complexities associated with the EJ Plan announced in June 2025.
Nasdaq has informed the Company that it must submit a plan by November 28, 2025, in connection with the Notice, to address how it intends to regain compliance with Nasdaq's listing rules. Previously, Nasdaq had granted the Company an exception until December 29, 2025, to file its Form 6-K reporting interim financial information as of and for the six-month period December 31, 2024 (the “Initial Delinquent Filing”). As a result, any additional Nasdaq exception to allow the Company to regain compliance with all delinquent filings, will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or December 29, 2025.
Lavoro expects to submit its plan to Nasdaq by the November 28, 2025 deadline.
About Lavoro
Lavoro is Brazil's largest agricultural inputs retailer and a leading producer of agricultural biological products. Lavoro's shares and warrants are listed on the Nasdaq stock exchange under the tickers "LVRO" and "LVROW." Through its comprehensive portfolio of products and services, the company empowers small and medium-size farmers to adopt the latest emerging agricultural technologies and enhance their productivity. Founded in 2017, Lavoro has a wide geographical presence across Latin America, operating in Brazil, Colombia, Uruguay, and Ecuador. Learn more about Lavoro at ir.lavoroagro.com.
Contact
Julian Garrido
julian.garrido@lavoroagro.com
Tigran Karapetian
tigran.karapetian@lavoroagro.com
Fernanda Rosa
fernanda.rosa@lavoroagro.com