Nasdaq flags Columbus Acquisition (NASDAQ: COLA) for holders and $50M value shortfall

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Columbus Acquisition Corp received two Nasdaq deficiency notices related to its continued listing on the Nasdaq Global Market. Nasdaq determined the company no longer meets the minimum 400 shareholder requirement and that its market value of listed securities has been below the $50 million threshold for 30 consecutive business days.

The shareholder deficiency gives the company 45 calendar days, until July 6, 2026, to submit a compliance plan. Separately, it has 180 calendar days, until November 18, 2026, to restore its market value to at least $50 million for 10 straight business days. The notices do not immediately affect trading, but failure to regain compliance could result in delisting, though appeal and transfer to the Nasdaq Capital Market may be available.

Positive

None.

Negative

Dual Nasdaq deficiencies raise delisting risk: Columbus Acquisition Corp no longer meets the Nasdaq Global Market’s 400 holder requirement and its market value has stayed below the $50 million minimum, putting its listing status at risk if compliance is not regained within the defined timeframes.

Insights

Nasdaq deficiencies create real listing risk for Columbus Acquisition.

Columbus Acquisition Corp now faces two separate Nasdaq Global Market deficiencies: the holder count is below the 400 shareholder minimum, and its market value of listed securities has stayed under $50 million for 30 consecutive business days.

These issues trigger structured timelines. The company has until July 6, 2026 to present a plan to fix the holder deficiency and until November 18, 2026 to achieve at least $50 million market value for 10 consecutive business days. Nasdaq may grant extensions or allow transfer to the Nasdaq Capital Market if those standards are met.

If compliance is not restored, Nasdaq can move to delist the securities, subject to appeal. That would shift trading to a less liquid venue, typically reducing visibility and potentially widening bid‑ask spreads. The company states it is monitoring its market value and evaluating options, but outcomes will depend on its ability to meet the quantitative thresholds within the stated periods.

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 or transferred its listing to a different exchange.

Key Figures

Minimum holders requirement: 400 holders MVLS minimum threshold: $50 million market value Noncompliance period for MVLS: 30 consecutive business days +4 more

7 metrics

Minimum holders requirement 400 holders Nasdaq Listing Rule 5450(a)(2) continued listing standard

MVLS minimum threshold $50 million market value Nasdaq Listing Rule 5450(b)(2)(A) requirement

Noncompliance period for MVLS 30 consecutive business days Period MVLS was below $50 million

Plan submission deadline July 6, 2026 45 calendar days from May 22, 2026 to address holder deficiency

MVLS compliance period end November 18, 2026 180 calendar days to regain $50 million MVLS

Extension length for holders rule Up to 180 calendar days Potential extension from date of Minimum Holders Notice

MVLS compliance window 10 consecutive business days Required period MVLS must be at or above $50 million

Key Terms

Nasdaq Global Market, market value of listed securities, Nasdaq Capital Market, Emerging growth company, +1 more

5 terms

Nasdaq Global Market financial

"continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A)"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

market value of listed securities financial

"the market value of listed securities (“MVLS”) for the Company was below the $50 million minimum MVLS requirement"

The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.

Nasdaq Capital Market financial

"the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

forward-looking statements regulatory

"The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995."

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.

Understanding 8-K Material Events →

05/26/2026 - 04:00 PM

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): May 22, 2026

COLUMBUS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42485	N/A
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

14 Prudential Tower

Singapore 049712

(Address of principal executive offices)

(+1) 949 899 1827

(Registrant’s telephone number, including area code)

(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:

☐	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	Name of each exchange on which registered
Units, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one-seventh of one ordinary share	COLAU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	COLA	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-seventh of one ordinary share	COLAR	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.

Nasdaq Minimum Holders Requirement

On May 22, 2026, Columbus Acquisition Corp, a Cayman Islands exempted company (the “Company”) received written notice (the “Minimum Holders Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer complies with the Nasdaq Global Market continued listing criteria set forth in Listing Rule 5450 (a)(2) (the “Minimum Holders Rule”), which requires the Company to maintain a minimum of 400 holders for continued listing on Nasdaq. The Minimum Holders Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq.

The Minimum Holders Notice states that the Company has 45 calendar days, or until July 6, 2026, to submit a plan to regain compliance with the Minimum Holders Rule. If the Company is unable to regain compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Holders Rule within the required timeframe. If Nasdaq accepts the Company’s compliance plan, then Nasdaq may grant the Company an extension of up to180 calendar days from the date of the Minimum Holders Notice to evidence compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

Nasdaq Market Value of Listed Securities Requirement

On the same day, the Company received written notice (the “MVLS Notice”) from the Listing Qualifications Department of Nasdaq that, for the previous 30 consecutive business days, the market value of listed securities (“MVLS”) for the Company was below the $50 million minimum MVLS requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). The MVLS Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until November 18, 2026 (the “Compliance Period”), to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Company must be at least $50 million for a minimum of 10 consecutive business days at any time during this Compliance Period. If the Company regains compliance with the MVLS Rule, Nasdaq will provide the Company with written confirmation and will close the matter.

If the Company does not regain compliance with the MVLS Rule during the Compliance Period, Nasdaq will provide written notification that its securities will be subject to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal to Nasdaq’s determination. The MVLS Notice notes that the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market, provided that it then satisfies the requirements for continued listing on the Capital Market.

The Company is monitoring its MLVS and evaluating options to regain compliance with the MVLS Rule. However, there can be no assurance that the Company will be able to regain or maintain compliance with the MVLS Rule.

Forward-Looking Statements

The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to submit a plan of compliance satisfactory to Nasdaq, its ability to evidence that it has a minimum of 400 holders, its ability to regain compliance with MVLS Rules and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events, or developments or otherwise.

SIGNATURES

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.

	Columbus Acquisition Corp

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

Date: May 26, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq deficiencies did Columbus Acquisition Corp (COLA) disclose?

Columbus Acquisition Corp disclosed two Nasdaq Global Market deficiencies: it no longer meets the minimum 400 holder requirement and its market value of listed securities has been below $50 million for 30 consecutive business days, triggering formal compliance periods under Nasdaq rules.

Does the Nasdaq deficiency notice mean COLA is being delisted now?

No, Nasdaq’s notices are deficiency notifications only and do not immediately delist Columbus Acquisition Corp. The company’s securities continue trading while it submits a plan and attempts to regain compliance within the specified 45‑day and 180‑day periods outlined by Nasdaq rules.

How long does Columbus Acquisition Corp (COLA) have to fix the 400 holder requirement?

For the minimum holders rule, Columbus Acquisition Corp has 45 calendar days from the May 22, 2026 notice, until July 6, 2026, to submit a compliance plan to Nasdaq. Nasdaq may grant an extension of up to 180 days from the notice date if the plan is accepted.

What must COLA do to regain compliance with Nasdaq’s $50 million MVLS rule?

To regain compliance with the market value of listed securities rule, Columbus Acquisition Corp’s market value must reach at least $50 million for a minimum of 10 consecutive business days at any time before November 18, 2026, the 180‑day compliance period end date set by Nasdaq.

Can Columbus Acquisition Corp (COLA) move to the Nasdaq Capital Market instead?

Nasdaq’s notice states Columbus Acquisition Corp may be eligible to transfer its listing to the Nasdaq Capital Market if it meets that market’s continued listing standards. Any transfer would follow Nasdaq’s evaluation process and does not remove the need to satisfy applicable quantitative requirements.

What happens if COLA does not regain Nasdaq compliance by the deadlines?

If Columbus Acquisition Corp fails to regain compliance with the minimum holders or market value rules by the applicable deadlines, Nasdaq may notify the company that its securities are subject to delisting. The company would then have an opportunity to appeal to a Nasdaq Hearings Panel.

Filing Exhibits & Attachments

4 documents