UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2026
Commission File Number: 001-42210
Reitar Logtech Holdings Limited
(Translation of registrant’s name into
English)
c/o Unit 801, 8th Floor, Tower 2, The Quayside,
77 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
On September 10, 2026, Reitar Logtech Holdings
Limited (the “Company” or “Reitar”) received a Staff Delisting Determination Letter from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price of its securities
had remained at $0.10 or below for 10 consecutive trading days from August 25, 2026 to September 9, 2026, Nasdaq had determined to delist
the Company’s securities from The Nasdaq Capital Market (the “Delisting Determination”).
Trading in the Company’s securities will
be suspended at the opening of business on September 17, 2026. Unless the Company timely requests a hearing pursuant to Nasdaq Listing
Rule 5815, Nasdaq will file a Form 25-NSE with the U.S. Securities and Exchange Commission to remove the Company’s securities from
listing and registration on The Nasdaq Stock Market in accordance with Nasdaq Listing Rule 5830.
The Company has submitted a hearing request form to the Nasdaq Hearings Department to appeal the delisting determination. The hearing request must be received by the Nasdaq Hearings Department no later than 4:00
p.m. Eastern Time on September 17, 2026. A timely request will not stay the trading suspension of the Company’s securities. There
can be no assurance that the Company’s request will be successful.
This Form 6-K includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
The Company’s actual results may differ from its expectations, estimates and projections, and consequently, you should not rely
on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believe,” “hope,” “predict,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, Reitar’s expectations with respect to the appeal of the Delisting Determination, the timing and outcome
of any hearing before the Nasdaq Hearings Panel, any further review by the Nasdaq Listing and Hearing Review Council, if applicable, and
Reitar’s ability to regain compliance with the applicable Nasdaq Listing Rules within any period that may be granted by Nasdaq.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from
the expected results. Most of these factors are outside Reitar’s control and are difficult to predict. Factors that may cause such
differences include, but are not limited to, risks related to the appeal process, the outcome of any hearing or further review by Nasdaq,
Reitar’s ability to regain compliance with the applicable Nasdaq Listing Rules, and the timing of any suspension in trading of Reitar’s
Class A ordinary shares or the filing of a Form 25-NSE by Nasdaq, as well as the risks and uncertainties set forth under “Risk Factors”
in Reitar’s filings with the SEC. Reitar cautions that the foregoing list of factors is not exclusive. There can be no assurance
that Reitar will prevail in any appeal, that Nasdaq will grant any additional period to regain compliance, or that Reitar will be able
to regain compliance with the applicable Nasdaq Listing Rules. Reitar cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Reitar does not undertake any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.
On September
16, 2026, the Company issued a press release regarding the Delisting Determination. A copy of the press release is attached to
this Form 6-K as Exhibit 99.1.
INCORPORATION BY REFERENCE
This Report on Form 6-K, including all exhibits
hereto, is incorporated by reference into the registration statements on Form F-3, as amended (File No. 333-291836), of the Company and
shall be deemed a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by subsequently
filed or furnished documents or reports.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Reitar Announces Nasdaq Delisting Determination |
SIGNATURE
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.
| |
Reitar Logtech Holdings Limited |
| |
|
| |
By: |
/s/ Kin Chung Chan |
| |
Name: |
Kin Chung Chan |
| |
Title: |
Director, Chairman and Chief Executive Officer |
| |
|
|
| Date: September 16, 2026 |
|
|
Exhibit 99.1
Reitar Announces Nasdaq Delisting Determination
HONG KONG, September 16, 2026 — Reitar Logtech
Holdings Limited (Nasdaq: RITR, “Reitar” or the “Company”) today announced that, on September 10, 2026, it received
a Staff Delisting Determination Letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”),
notifying the Company that, because the closing bid price of its securities had remained at $0.10 or below for 10 consecutive trading
days from August 25, 2026 to September 9, 2026, Nasdaq had determined to delist the Company’s securities from The Nasdaq Capital
Market.
Trading in the Company’s securities will
be suspended at the opening of business on September 17, 2026. Unless the Company timely requests a hearing pursuant to Nasdaq Listing
Rule 5815, Nasdaq would file a Form 25-NSE with the U.S. Securities and Exchange Commission to remove the securities from listing and
registration on The Nasdaq Stock Market in accordance with Nasdaq Listing Rule 5830.
The Company has submitted a hearing request form to the Nasdaq Hearings Department to appeal the delisting determination. The hearing request must be received by the Nasdaq Hearings Department no later than 4:00
p.m. Eastern Time on September 17, 2026. A timely hearing will not stay the trading suspension of the securities. There can be no assurance
that the Company’s hearing will be successful.
Safe Harbor Statement
This press release contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to
differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by
words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” or other similar expressions. All information provided in this press release is as of the date of this
press release, and the Company undertakes no duty to update such information, except as required under applicable law.
About Reitar Logtech Holdings Limited (Nasdaq:
RITR)
Reitar Logtech Holdings Limited (Nasdaq: RITR)
listed on Nasdaq in 2024, becoming a comprehensive solution provider in Asia centered on “Property-Logistics Technology” (PLT).
The Company focuses on the full lifecycle management of logistics assets and technology-driven value creation, with an integrated platform
encompassing investment development, operational management and intelligent upgrades. Reitar integrates intelligent warehousing systems,
IoT devices and data analytics platforms to enhance operational efficiency and economic benefits for clients’ logistics assets,
and to support more efficient allocation of resources across the logistics industry chain.
Contact:
Investor Relations
Reitar Logtech Holdings Limited
Unit 801, 8/F, Tower 2, The Quayside
77 Hoi Bun Road, Kwun Tong
Kowloon, Hong Kong
