Calisa Acquisition hit by Nasdaq holder deficiency

Calisa Acquisition Corp reported receiving a Nasdaq notice on April 30, 2026 stating it is not in compliance with Nasdaq Listing Rule 5450(a)(2), the Minimum Total Holders Rule requiring at least 400 total holders of its ordinary shares for continued listing.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Calisa Acquisition Corp reported receiving a Nasdaq notice on April 30, 2026 stating it is not in compliance with Nasdaq Listing Rule 5450(a)(2), the Minimum Total Holders Rule requiring at least 400 total holders of its ordinary shares for continued listing.

The company must submit a plan to regain compliance to Nasdaq by June 15, 2026. If Nasdaq accepts this plan, Calisa may receive up to 180 calendar days from the notice date to demonstrate compliance. If the plan is not accepted, the company can appeal to a Nasdaq Hearings Panel, and it intends to submit a plan by the stated deadline.

Positive

None.

Negative

Nasdaq compliance deficiency and delisting risk: Calisa Acquisition Corp is not in compliance with Nasdaq Listing Rule 5450(a)(2) requiring at least 400 total holders, and must cure this deficiency or face potential delisting if its remediation plan is not accepted or does not succeed.

Insights

Nasdaq holder-count deficiency raises delisting risk if not remedied.

Calisa Acquisition Corp has fallen out of compliance with Nasdaq’s Listing Rule 5450(a)(2), which requires at least 400 total holders of ordinary shares. This deficiency is structural, tied to shareholder distribution rather than price or financial metrics.

The company must submit a remediation plan to Nasdaq by June 15, 2026. If Nasdaq accepts the plan, Calisa may receive up to 180 days from the April 30, 2026 notice to regain compliance, delaying any potential delisting.

If Nasdaq rejects the plan, Calisa can request a hearing before a Nasdaq Hearings Panel. Outcomes will depend on the company’s ability to broaden its holder base; subsequent company disclosures will clarify whether the listing is ultimately maintained.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum Total Holders threshold: 400 total holders Nasdaq notice date: April 30, 2026 Plan submission deadline: June 15, 2026 +1 more

4 metrics

Minimum Total Holders threshold 400 total holders Required by Nasdaq Listing Rule 5450(a)(2) for ordinary shares

Nasdaq notice date April 30, 2026 Date Calisa Acquisition Corp received Nasdaq noncompliance notice

Plan submission deadline June 15, 2026 Latest date to submit plan to regain compliance to Nasdaq

Potential extension period 180 calendar days Maximum extension Nasdaq may grant from notice date if plan accepted

Key Terms

Minimum Total Holders Rule, Listing Rule 5450(a)(2), Nasdaq Hearings Panel, forward-looking statements

4 terms

Minimum Total Holders Rule regulatory

"not in compliance with Listing Rule 5450(a)(2) (the “Minimum Total Holders Rule”)"

Listing Rule 5450(a)(2) regulatory

"not in compliance with Listing Rule 5450(a)(2) (the “Minimum Total Holders Rule”)"

Nasdaq Hearings Panel regulatory

"the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

forward-looking statements regulatory

"include “forward-looking statements” made pursuant to the safe harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq rule is Calisa Acquisition Corp (ALIS) currently not meeting?

Calisa Acquisition Corp is not in compliance with Nasdaq Listing Rule 5450(a)(2), known as the Minimum Total Holders Rule. This rule requires at least 400 total holders of the company’s ordinary shares, including both beneficial owners and holders of record, for continued listing.

What deadline did Nasdaq give Calisa Acquisition Corp (ALIS) to respond?

Nasdaq’s notice requires Calisa Acquisition Corp to submit a plan to regain compliance by June 15, 2026. This written plan must explain how the company will satisfy the Minimum Total Holders Rule for continued listing of its ordinary shares on the Nasdaq Stock Market.

How much extra time could Calisa Acquisition Corp (ALIS) receive to regain Nasdaq compliance?

If Nasdaq accepts Calisa Acquisition Corp’s compliance plan, the exchange may grant an extension of up to 180 calendar days from the April 30, 2026 notice date. During this period, the company would need to demonstrate restored compliance with the Minimum Total Holders Rule.

What happens if Nasdaq rejects Calisa Acquisition Corp’s (ALIS) compliance plan?

If Nasdaq does not accept Calisa Acquisition Corp’s plan to regain compliance, the company will have the opportunity to appeal. It can present its case to a Nasdaq Hearings Panel, which may affirm or overturn any decision related to its continued listing status.

How does Calisa Acquisition Corp (ALIS) plan to address the Nasdaq deficiency?

Calisa Acquisition Corp stated that it intends to submit a plan to Nasdaq on or before June 15, 2026. The plan is aimed at regaining compliance with the Minimum Total Holders Rule so the company can maintain the listing of its ordinary shares on Nasdaq.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/04/2026 - 07:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 30, 2026

CALISA ACQUISITION CORP

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-42910	N/A 00-0000000
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

205 W. 37th Street

New York, NY 10018

(Address of Principal Executive Offices) (Zip Code)

(203) 998-5540

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one ordinary share and one right	ALISU	The Nasdaq Stock Market LLC

Ordinary Shares, par value $0.000075 per share	ALIS	The Nasdaq Stock Market LLC

Rights, each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination	ALISR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 30, 2026, Calisa Acquisition Corp (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5450(a)(2) (the “Minimum Total Holders Rule”), which requires the Company to have at least of 400 “Total Holders” (generally defined as both beneficial holders and holders of record) of the Company’s ordinary shares for continued listing on the exchange.

The Notice stated that no later than June 15, 2026, the Company is required to submit a plan to regain compliance with the Minimum Total Holders Rule. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Total Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. The Company intends to submit a plan with Nasdaq on or before June 15, 2026 to maintain its Nasdaq listing.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K include “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements.

The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

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 hereunto duly authorized.

Dated: May 4, 2026

	CALISA ACQUISITION CORP

	By:	/s/ Hongfei Zhang
	Name:	Hongfei Zhang
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Calisa Acquisition hit by Nasdaq holder deficiency