Everbright Digital (NASDAQ: EDHL) warned by Nasdaq over sub-$1 share price

Rhea-AI Filing Summary

Everbright Digital Holding Limited reported that Nasdaq has notified the company its ordinary shares no longer meet the $1.00 minimum bid price requirement, after trading below that level for 30 consecutive business days. This notice does not immediately remove the stock from Nasdaq, and the shares continue to trade under the symbol “EDHL”.

The company has until February 23, 2026, a 180‑day compliance period, to regain compliance by having its closing bid price at or above $1.00 for at least 10 consecutive business days. If it fails to do so, it may seek an additional 180‑day grace period if it meets other Nasdaq listing standards and plans to cure the deficiency, potentially including a reverse stock split. If compliance is not restored and no extension is granted, Nasdaq may move to delist the shares, a decision the company would have the right to appeal.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency and potential delisting risk: EDHL’s shares have fallen below the $1.00 minimum bid for 30 consecutive business days, triggering a Nasdaq compliance period that could ultimately lead to delisting if the company cannot restore its share price or qualify for an extension.

Insights

Equity markets & listing standards analyst

Nasdaq bid-price noncompliance introduces real delisting risk for EDHL.

Everbright Digital Holding Limited has been notified that its ordinary shares failed to meet Nasdaq’s $1.00 minimum bid price for 30 consecutive business days. The shares remain listed for now, but the company is in a defined 180‑day compliance window ending on February 23, 2026, during which it must achieve a closing bid of at least $1.00 for 10 consecutive business days to resolve the deficiency.

If the company cannot regain compliance by that date, Nasdaq may grant another 180‑day period, but only if other initial listing standards, including market value of publicly held shares, are satisfied and the company formally outlines a cure plan, which may include a reverse stock split. Failure to qualify for or use this second period could lead to a delisting notice, though the company would then have a right to appeal to a hearings panel. The overall impact on investors depends on whether EDHL can lift and sustain its share price above the threshold within the stated timelines.

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 August 2025

Commission File Number: 001-42602

Everbright Digital Holding Limited

Unit 1A, 10/F,

C-Bons International Centre,

108 Wai Yip Street, Kwun Tong,

Hong Kong

(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 ☒        Form 40-F ☐

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

On August 25, 2025, Everbright Digital Holding Limited (the “Company”) received a letter from the Listings Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying the Company that the minimum closing bid price per share for its ordinary shares, par value US$0.00004 per share (“Ordinary Shares”) was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Ordinary Shares, and the Ordinary Shares will continue to trade uninterrupted under the symbol “EDHL.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until February 23, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s Ordinary Shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance by February 23, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If Nasdaq determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period, Nasdaq will provide notice that the Ordinary Shares will be subject to delisting. The Company would have the right to appeal a determination to delist its Ordinary Shares to a hearings panel.

On August 29, 2025, the Company issued a press release entitled “Everbright Digital Holding Limited Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency.” A copy of the please release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.

Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated August 29, 2025, titled “Everbright Digital Holding Limited Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency”

1

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, thereunto duly authorized.

Date: August 29, 2025	Everbright Digital Holding Limited
	By:	/s/ Leung Chun Yip
	Name:	Leung Chun Yip
	Title:	Chief Executive Officer

2

FAQ

What Nasdaq issue did Everbright Digital Holding Limited (EDHL) disclose in this Form 6-K?

The company disclosed that Nasdaq notified it of a minimum bid price deficiency because its ordinary shares traded below $1.00 for 30 consecutive business days, meaning it no longer meets Nasdaq Listing Rule 5550(a)(2).

Is EDHL being immediately delisted from Nasdaq after this notification?

No. The Nasdaq letter does not result in immediate delisting, and EDHL’s ordinary shares continue to trade on The Nasdaq Capital Market under the symbol “EDHL” while the company works to regain compliance.

How long does EDHL have to regain compliance with Nasdaq’s $1.00 minimum bid price?

EDHL has a 180‑day compliance period until February 23, 2026. If during this time its closing bid price is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will confirm that the company has regained compliance.

Can EDHL receive more time beyond February 23, 2026 to fix the bid price issue?

Yes, the company may be eligible for an additional 180‑day grace period if it meets the continued listing requirements for market value of publicly held shares and all other initial Nasdaq Capital Market standards (except the bid price), and if it notifies Nasdaq of its intent to cure the deficiency, which may include a reverse stock split.

What happens if EDHL cannot regain compliance with Nasdaq’s rules?

If EDHL does not regain compliance and does not qualify for an additional grace period, Nasdaq may notify the company that its ordinary shares will be subject to delisting. EDHL would then have the right to appeal any delisting determination to a Nasdaq hearings panel.

Did Everbright Digital Holding Limited issue any public statement about the Nasdaq notification?

Yes. On August 29, 2025, the company issued a press release titled “Everbright Digital Holding Limited Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency,” which is attached as Exhibit 99.1 to this Form 6-K.