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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 |
|
|
