Director resignation leaves Renatus Tactical (NASDAQ: RTAC) briefly out of Nasdaq governance compliance

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Renatus Tactical Acquisition Corp. I reported the resignation of director Matan Fattal, effective June 5, 2026. He also left the Audit, Compensation, and Nominating and Corporate Governance Committees, and his departure was stated not to arise from any dispute with the company or its Board.

The resignation leaves the Audit Committee with fewer than three members and the Board without a majority of independent directors, putting the company out of compliance with Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b). Renatus has notified Nasdaq, plans to use the applicable cure periods, and is searching for a new independent director to restore compliance.

Positive

None.

Negative

Nasdaq governance noncompliance disclosed: After director Matan Fattal’s resignation, Renatus Tactical Acquisition Corp. I no longer has three Audit Committee members or a majority of independent directors, putting it out of compliance with Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b) until a new independent director is appointed within the cure periods.

Insights

Director resignation triggers temporary Nasdaq governance noncompliance but cure paths exist.

Renatus Tactical Acquisition Corp. I disclosed that director Matan Fattal resigned from the Board and all committees on June 5, 2026. The company emphasizes his resignation was not due to any dispute over operations, policies, or practices, framing this as a non-conflict departure.

This exit leaves the Audit Committee with fewer than three members and removes the Board’s majority of independent directors, conflicting with Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b). The company has informed Nasdaq and intends to rely on cure periods under Rules 5605(c)(4)(B) and 5605(b)(1)(A) while it searches for a new independent director.

For investors, the key issue is whether Renatus can appoint an independent director within the cure windows to restore both Board and Audit Committee independence. Subsequent company disclosures will show if and when a replacement director joins and compliance with Nasdaq listing standards is regained.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Warrant exercise price: $11.50 per share Class A par value: $0.0001 per share Board composition post-resignation: 2 independent, 2 non-independent, 1 vacancy +3 more

6 metrics

Warrant exercise price $11.50 per share Each whole warrant exercisable for one Class A ordinary share

Class A par value $0.0001 per share Par value of Class A ordinary shares in listed units

Board composition post-resignation 2 independent, 2 non-independent, 1 vacancy Board structure after June 5, 2026 resignation

Audit Committee minimum size rule 3 members required Nasdaq Listing Rule 5605(c)(2)(A) audit committee requirement

Listing rules cited 5605(c)(2)(A), 5605(b), 5605(c)(4)(B), 5605(b)(1)(A) Nasdaq governance and cure period provisions referenced

Resignation effective date June 5, 2026 Effective date of director and committee resignations

Key Terms

Nasdaq Listing Rule 5605(c)(2)(A), independent directors, Audit Committee, Nominating and Corporate Governance Committee, +2 more

6 terms

Nasdaq Listing Rule 5605(c)(2)(A) regulatory

"the Company would no longer continue to satisfy the requirements of Nasdaq Listing Rule 5605(c)(2)(A)"

independent directors financial

"because there is no longer a majority of independent directors on the Board"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

Audit Committee financial

"resign as a director of the Company and as a member of the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Nominating and Corporate Governance Committee financial

"member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

cure periods regulatory

"intends to rely upon the cure periods provided by Nasdaq Listing Rule 5605(c)(4)(B) and 5605(b)(1)(A)"

FAQ

What did Renatus Tactical Acquisition Corp. I (RTAC) announce in this 8-K?

Renatus Tactical Acquisition Corp. I disclosed that director Matan Fattal resigned from the Board and all its committees effective June 5, 2026. The company stated his resignation was not due to any dispute over its operations, policies, or practices with the Board or management.

Why is Renatus Tactical Acquisition Corp. I currently out of compliance with Nasdaq rules?

Following Matan Fattal’s resignation, Renatus Tactical Acquisition Corp. I’s Audit Committee has fewer than three members and the Board no longer has a majority of independent directors. This causes temporary noncompliance with Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b) on audit committee and board composition.

How is the Board of Renatus Tactical Acquisition Corp. I composed after the resignation?

After Matan Fattal’s departure, the Board of Renatus Tactical Acquisition Corp. I consists of two independent directors, two non-independent directors, and one vacant seat. The vacant seat is intended to be filled by a new independent director to restore Nasdaq governance compliance.

What steps is Renatus Tactical Acquisition Corp. I taking to regain Nasdaq compliance?

Renatus Tactical Acquisition Corp. I has notified Nasdaq of its temporary noncompliance and plans to rely on cure periods under Nasdaq Listing Rules 5605(c)(4)(B) and 5605(b)(1)(A). The company is actively searching for an independent director to join the Board and Audit Committee.

Did Matan Fattal resign from Renatus Tactical Acquisition Corp. I due to a disagreement?

The company stated that Matan Fattal’s resignation from the Board and its committees was not the result of any dispute or disagreement with Renatus Tactical Acquisition Corp. I or its Board regarding operations, policies, or practices, indicating a non-contentious departure.

What securities of Renatus Tactical Acquisition Corp. I are listed on Nasdaq and under which symbols?

Renatus Tactical Acquisition Corp. I has units, Class A ordinary shares, and warrants listed on the Nasdaq Global Market. The units trade under RTACU, the Class A ordinary shares under RTAC, and the warrants under RTACW, each tied to its SPAC structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Accepted by SEC EDGAR 06/09/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2026

RENATUS TACTICAL ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42650

N/A

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1825 Ponce de Leon Blvd, Suite 260

Coral Gables, FL

33134

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (645) 201-8586

Not Applicable

(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 to 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(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant	RTACU	The Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share, included as part of the units	RTAC	The Nasdaq Global Market
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	RTACW	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2026, Mr. Matan Fattal notified the Board of Directors (the “Board”) of Renatus Tactical Acquisition Corp. I (the “Company”) of his intention to resign as a director of the Company and as a member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee (the “Committees”), effective as of June 5, 2026. Mr. Fattal’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.

On June 8, 2026, the Company notified Nasdaq that, due to Mr. Fattal’s resignation from the Audit Committee, the Company would no longer continue to satisfy the requirements of Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee of a company with Nasdaq-listed securities to have a minimum of three members, each of whom satisfies the independence requirements set forth in Nasdaq Listing Rule 5605(a)(2).

In the Company’s notice to Nasdaq, the Company also informed Nasdaq of its temporary noncompliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5605(b) regarding the composition of the Board, because there is no longer a majority of independent directors on the Board. Following Mr. Fattal’s resignation, the Board has two independent directors, two non-independent directors, and one vacant seat to be filled by a new independent director.

Additionally, the Company’s notice to Nasdaq stated that the Company intends to rely upon the cure periods provided by Nasdaq Listing Rule 5605(c)(4)(B) and 5605(b)(1)(A), which provide a cure period to regain compliance with Listing Rule 5605(c)(2)(A) and 5605(b), respectively. The Company is currently searching for an independent director to join the Company’s Board and Audit Committee.

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 hereunto duly authorized.

Dated: June 9, 2026

	RENATUS TACTICAL ACQUISITION CORP I

	By:	/s/ Eric Swider
	Name:	Eric Swider
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents