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Nasdaq flags Rising Dragon (NASDAQ: RDAC) with 2027 delisting risk

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rising Dragon Acquisition Corp. (RDAC) reports that Nasdaq has notified the company it is not in compliance with continued listing standards. For the last 30 consecutive business days, the company’s Market Value of Listed Securities has been below the required $35 million under Nasdaq Listing Rule 5550(b)(2), and it also does not meet the Equity and Net Income standards. RDAC has 180 calendar days, until February 16, 2027, to regain compliance while its securities continue trading on the Nasdaq Capital Market. Compliance would be restored if MVLS closes at or above $35 million for at least 10 consecutive business days. If compliance is not regained, Nasdaq may delist the securities, subject to a potential appeal that may not be successful. The company states it will monitor MVLS and may evaluate options, including meeting alternative Nasdaq criteria.

Positive

  • None.

Negative

  • Nasdaq non-compliance and delisting risk: RDAC’s Market Value of Listed Securities has stayed below $35 million for 30 consecutive business days, triggering a Nasdaq deficiency notice and a potential future delisting if compliance is not regained by February 16, 2027.

Insights

Analyzing...

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.
Minimum MVLS requirement $35 million Market Value of Listed Securities threshold under Nasdaq Listing Rule 5550(b)(2)
Non-compliance period 30 consecutive business days Duration RDAC’s MVLS was below $35 million before the notice
Compliance period length 180 calendar days Time from the August 19, 2026 notice to the February 16, 2027 compliance date
Compliance window for MVLS 10 consecutive business days Required duration MVLS must be at or above $35 million to regain compliance
Compliance date February 16, 2027 Deadline for RDAC to regain Nasdaq Market Value Standard compliance
Market Value of Listed Securities financial
"the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million"
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 market
"required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2)"
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.
Equity Standard financial
"does not meet the requirements under Nasdaq Listing Rules 5550(b)(1) (Equity Standard)"
Net Income Standard financial
"does not meet the requirements under Nasdaq Listing Rules 5550(b)(1) (Equity Standard) and 5550(b)(3) (Net Income Standard)"
Compliance Period Rule regulatory
"in accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”)"

FAQ

Why did Nasdaq issue a deficiency notice to RDAC?
Nasdaq issued a deficiency notice because Rising Dragon Acquisition Corp. (RDAC) failed to maintain a Market Value of Listed Securities of at least $35 million for 30 consecutive business days, and it also does not meet the Equity and Net Income standards required for Nasdaq Capital Market listing.

What deadline does RDAC have to regain Nasdaq compliance?
RDAC has until February 16, 2027 to regain compliance. During this 180-day period, its securities continue trading on the Nasdaq Capital Market while the company monitors its Market Value of Listed Securities and evaluates options to meet listing criteria.

What must RDAC do to regain compliance with Nasdaq’s Market Value Standard?
To regain compliance, RDAC’s Market Value of Listed Securities must close at or above $35 million for at least 10 consecutive business days. If this occurs within the 180-day compliance period, Nasdaq staff would notify the company that it has regained compliance.

What happens if RDAC does not regain Nasdaq compliance by February 16, 2027?
If RDAC does not regain compliance by February 16, 2027, Nasdaq staff will notify the company that its securities are subject to delisting. RDAC could then appeal to a Nasdaq Hearings Panel, but the company notes there is no assurance any appeal would succeed.

Are RDAC’s securities still trading on Nasdaq after the deficiency notice?
Yes. RDAC states that the deficiency notice does not currently affect the listing of its securities. During the 180-day compliance period, RDAC’s units, ordinary shares, and rights continue to trade on the Nasdaq Capital Market under their existing trading symbols.

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Understanding 8-K Material Events →
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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

 

August 19, 2026

Date of Report (Date of earliest event reported)

 

Rising Dragon Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-42368   n/a
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

No. 604, Yixing Road,

Wanbolin District, Taiyuan City,

Shanxi Province, People’s Republic of China

   030024
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +86 18817777987

 

N/A

(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

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

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

 

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

 

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, par value $0.0001 per share, and one Right entitling the holder to receive one-tenth of an Ordinary Share   RDACU   The Nasdaq Stock Market LLC
Ordinary Shares   RDAC   The Nasdaq Stock Market LLC
Rights   RDACR   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 August 19, 2026, Rising Dragon Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”). The Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 5550(b)(1) (Equity Standard) and 5550(b)(3) (Net Income Standard). The Notice does not impact the listing of the Company’s securities on the Nasdaq Capital Market at this time.

 

The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has a period of 180 calendar days from the date of the Notice, or until February 16, 2027 (the “Compliance Date”), to regain compliance with the Market Value Standard. During this period, the Company’s securities will continue to trade on the Nasdaq Capital Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $35 million for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff will provide written notification to the Company that it has regained compliance with the Market Value Standard and will close the matter (unless the Staff exercises its discretion to extend this 10 business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)).

 

If the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Staff will provide a written notification to the Company that its securities will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful.

 

The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. The Company may also try to comply with another Nasdaq listing criteria, such as the one under Nasdaq Listing Rule 5550(b)(1) (Equity Standard). However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including the Company’s ability to successfully appeal a delisting determination, the Company’s ability to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard or use different Nasdaq listing criteria in order to regain compliance. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company's registration statement on Form F-4, the proxy statement/prospectus contained therein, the Company’s Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q and other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company gives no assurance that the Company will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

 

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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.

 

Dated: August 20, 2026  
     
RISING DRAGON ACQUISITION CORP.  
     
By: /s/ Lulu Xing  
Name:  Lulu Xing  
Title: Chief Executive Officer  

 

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Source: View Original Filing on SEC EDGAR

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