Core Points - Lavoro Limited received a notice of non-compliance from Nasdaq due to delayed filing of its Form 20-F for the year ended June 30, 2025 [1][2] - The company is required to submit a plan by November 28, 2025, to regain compliance with Nasdaq's listing rules [3][4] - The delay in filing is attributed to complexities associated with the EJ Plan announced in June 2025 [2] Company Overview - Lavoro is Brazil's largest agricultural inputs retailer and a leading producer of agricultural biological products [5] - The company operates across Latin America, including Brazil, Colombia, Uruguay, and Ecuador, and empowers small and medium-sized farmers with emerging agricultural technologies [5]

Core Viewpoint - Lavoro Limited has received a notice of non-compliance from Nasdaq due to the delayed filing of its interim financial information for the six-month period ended December 31, 2024 [1][2]. Group 1: Compliance and Regulatory Actions - The notice indicates that Lavoro is not in compliance with Nasdaq Listing Rule 5250(c)(2) [1]. - The company must submit a plan by September 8, 2025, to address how it intends to regain compliance with Nasdaq's listing rules [3]. - If the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days, allowing compliance to be regained by December 29, 2025 [3][4]. Group 2: Company Background - Lavoro is Brazil's largest agricultural inputs retailer and a leading producer of agricultural biological products [5]. - The company operates across Latin America, including Brazil, Colombia, Uruguay, and Ecuador, and was founded in 2017 [5]. - Lavoro empowers small and medium-sized farmers to adopt emerging agricultural technologies to enhance productivity [5].

Core Viewpoint - Lavoro Limited's subsidiary, Lavoro Brazil, has reached an out-of-court restructuring agreement with key suppliers to extend payment terms and secure multi-year product supply, aiming to mitigate supply chain disruptions and enhance operational efficiency [1][2][3]. Group 1: Restructuring Agreement - The agreement with suppliers includes BASF, FMC Agrícola, UPL Brasil, EuroChem, and Ourofino, and aims to support Lavoro Brazil's reorganization plan [3]. - The restructuring plan, known as the EJ Plan, will be binding upon court approval and is designed to ensure broad-based effectiveness across all eligible suppliers [2][4]. - The EJ Plan restructures approximately R$2.5 billion in trade payables owed to suppliers, categorizing them into different creditor classes with tailored repayment obligations [10][11]. Group 2: Financial Impact - Preliminary unaudited consolidated revenue for 2Q25 was R$2.25 billion, a decrease of 27% year-over-year, primarily due to inventory shortages [7][22]. - Preliminary unaudited gross profit for 2Q25 decreased by 28% to R$366.9 million, with gross margins contracting to 16.3% [22]. - The Brazil Ag Retail segment saw a 30% decline in revenue to R$1.84 billion in 2Q25, attributed to product availability constraints [22]. Group 3: Market Context - The 2023/24 crop year in Brazil faced challenges such as falling commodity prices, declining farmer profitability, and severe droughts, impacting Lavoro Brazil's operations [6]. - Despite these challenges, Lavoro Brazil gained market share and is positioned to benefit from signs of market stabilization entering FY25 [6]. Group 4: Future Outlook - The EJ Plan aims to standardize inventory supply and financing terms, ensuring reliable product availability and mitigating risks from future credit condition changes [5][9]. - Management has withdrawn its fiscal 2025 guidance due to the complexities associated with the EJ Plan [14].

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 23, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 Lavoro Limited (Exact Name of Registrant as Specified in Its Charter) Not Applicable (Translation of Registrant's name into English) Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT Cayman Islands (State or Other Jurisdiction of Incorporation or Organization) 2870 (Primary Standard Industrial Classification Code Number) Not Applicabl ...