Lavoro Limited (LVRO) withdraws Class A shares and warrants from Nasdaq listing

Rhea-AI Filing Summary

Lavoro Limited notified the SEC of a removal of its Class A ordinary shares and warrants from listing and registration on The Nasdaq Stock Market LLC. The filing states, verbatim, "Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal."

The notice also records that the Exchange has followed its procedures under 17 CFR 240.12d2-2(b). The filing supplies the issuer's principal office address in São Paulo and describes the securities as Class A ordinary shares and warrants exercisable at an $11.50 exercise price.

Insights

Corporate Governance Analyst

Voluntary Nasdaq withdrawal confirmed; compliance clauses cited.

The filing records a voluntary withdrawal of Lavoro Limited's Class A ordinary shares and warrants from Nasdaq and cites compliance with 17 CFR 240.12d2-2(c). This is an administrative delisting action rather than an enforcement outcome.

Key dependencies include Exchange procedures and issuer compliance; timing and any operational consequences are not stated in the excerpt. Subsequent filings may disclose delisting effective dates or shareholder actions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934.

001-41635

(Commission File Number)

Lavoro Limited

The Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Av. Dr. Cardoso de Melo, 1450, 4th floor, office 401

São Paulo - SP, 04548-005, Brazil

+55 (11) 4280-0709

(Address, including zip code, and telephone number, including area code, of Issuer’s principal executive offices)

Class A Ordinary shares, par value $0.001 per share

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

 17 CFR 240.12d2-2(a)(1)

 17 CFR 240.12d2-2(a)(2)

 17 CFR 240.12d2-2(a)(3)

 17 CFR 240.12d2-2(a)(4)

 Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.

 Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements of the Securities Exchange Act of 1934, Lavoro Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

February 24, 2026 /s/ Julian Garrido Del Val Neto Chief Financial Officer

(Date) (Name) (Title)

FAQ

Why did Lavoro Limited (LVRO) file Form 25 to remove its shares from Nasdaq?

The company filed Form 25 to notify removal of its Class A shares and warrants from Nasdaq. The filing states the issuer "has complied with the rules of the Exchange" under 17 CFR 240.12d2-2(c), indicating a voluntary withdrawal process.

What securities does the Form 25 name for removal in the LVRO filing?

The filing lists Class A ordinary shares, par value $0.001 per share, and warrants exercisable for one Class A ordinary share. The warrants are described with an exercise price of $11.50 per whole warrant in the document.

Does the Form 25 say the Nasdaq exchange followed required procedures?

Yes. The filing states the Exchange complied with its rules pursuant to 17 CFR 240.12d2-2(b). That sentence records that Nasdaq followed the procedural steps to strike the class of securities from listing and/or withdraw registration.

Where is Lavoro Limited's principal office as listed in the Form 25?

The Form 25 provides the issuer's principal executive offices at Av. Dr. Cardoso de Melo, 1450, 4th floor, office 401, São Paulo - SP, 04548-005, Brazil, and gives a telephone contact of +55 (11) 4280-0709.

Will the Form 25 filing state when the delisting becomes effective?

The excerpt does not include an effective date. The filing cites compliance with withdrawal rules but does not state the delisting effective date. Future or full filings may provide the specific effective date for the removal.