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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number 001-42371
Oriental Rise Holdings Limited
(Translation of registrant’s name into English)
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
(Address of principal executive offices)
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 ☐
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June 30, 2025, Oriental Rise Holdings Limited (the
“Company”) received a letter (the “Notification Letter”) from the Nasdaq Stock Market, LLC (“Nasdaq”)
notifying the Company that, because it has not maintained a bid price of least of $1.00 per share for the past thirty (30) consecutive
days, it is no longer in compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq
Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until December 29, 2025, to regain compliance with the
minimum bid price requirement. The Notification Letter also provides that, if at any time during this 180-day period, the closing bid
price of the Company’s security is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide its written
confirmation of compliance and this matter will be closed.
If the Company does not regain compliance within the
180-day period, the Company may be eligible for additional time, provided that it meets all listing standards for The Nasdaq Capital Market,
with the exception of the bid price requirement, and shall provide written notice to Nasdaq of its intention to cure the deficiency during
the second compliance period, by effecting a reverse stock split, if necessary. If Nasdaq determines that the Company meets these requirements,
it will notify the Company that it will be granted an additional 180-day cure period, but if Nasdaq determines that the Company does not
meet these requirements, Nasdaq will notify the Company that its securities will be subject to delisting.
The Notification Letter does not impact the Company’s
listing on the Nasdaq Capital Market at this time (however, Nasdaq will include the Company on its website in its list of non-compliant
Nasdaq companies and the basis of such non-compliance commencing five business days from the date of the Notification Letter). The Company’s
business operations are also not affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price
of its securities on the Nasdaq Capital Market and, if appropriate, consider implementing available options, including a reverse stock
split, to regain compliance with the minimum bid price requirement.
On July 7, 2025, we released the press release
furnished herewith as Exhibit 99.1.
Exhibits
The following exhibits are included in this Form
6-K:
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release |
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: July 7, 2025 |
Oriental Rise Holdings Limited |
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By: |
/s/ Dezhi Liu |
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Dezhi Liu |
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Chief Executive Officer |
