6-K

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 March 2023

Commission File Number: 001-38882

HeadHunter Group PLC

(Translation of registrant’s name into English)

9/10 Godovikova St.

Moscow, 129085, Russia

(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  x            Form 40-F  ¨

On March 22, 2023, HeadHunter Group PLC (the “Company”) issued a press release announcing that the Company has submitted a request for a hearing to appeal to the notice of delisting from The Nasdaq Stock Market LLC.

Exhibit No.	Description
99.1	Press Release of HeadHunter Group PLC, dated March 22, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HeadHunter Group PLC
Date: March 22, 2023	By:	/s/ Dmitry Sergienkov
		Dmitry Sergienkov
		Chief Executive Officer

EX-99.1

Exhibit 99.1

 

HeadHunter Announces Submission of Appeal to the Notice of Delisting from Nasdaq

MOSCOW, Russia, March 22, 2023 – HeadHunter Group PLC (Nasdaq: “HHR”, MOEX: “HHRU”) (“HeadHunter,” “we” or the “Company”), previously announced that, on March 15, 2023, the Company received a written notice (the “Delisting Notice”) from the listing qualifications department staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, in accordance with Nasdaq Listing Rule 5101, the Staff has determined to delist the Company’s American Depositary Shares, each representing one ordinary share of the Company (the “ADSs”), from Nasdaq.

On March 21, 2023, the Company submitted a request for a hearing before a Nasdaq Hearings Panel (the “Hearing Panel”) to appeal the Delisting Notice. Pursuant to Nasdaq’s Listing Rules, a hearing will be held, to the extent practicable, within 45 days of such request. The delisting of the Company’s securities will be stayed pending the conclusion of the hearing process, while the trading suspension that was implemented on February 28, 2022 will remain in effect. There can be no assurance that the Hearing Panel will grant the Company’s request for continued listing on Nasdaq.

The trading of the Company’s ADSs on the Moscow Exchange is unaffected and continues as usual.

Contacts:

Investor Inquiries

Telman Shagants

E-mail: investor@hh.ru

Media Inquiries

Alexander Dzhabarov

E-mail: a.dzhabarov@hh.ru

About HeadHunter Group PLC

HeadHunter is the leading online recruitment platform in Russia and the Commonwealth of Independent States focused on providing comprehensive talent acquisition services, such as access to extensive CV database, job postings (jobs classifieds platform) and a portfolio of value-added services.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the delisting of our ADSs from Nasdaq and an appeal to a Hearings Panel, as well as statements, that include the words “expect,” “intend,” “plan,” “believe,” “ “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. Actual results may differ materially from the results predicted or implied by such statements, and our reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among others, significant competition in our markets, macroeconomic and global geopolitical developments affecting the Russian economy or our business, changes in the political, legal and/or regulatory environment, as well as those risks and uncertainties included under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2021, as such factors may be updated from time to time in our other filings with the U.S. Securities and Exchange Commission (“SEC”), each of which is on file with the SEC and is available on the SEC website at www.sec.gov. In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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