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 June 2026
Commission File Number: 001-42625
Smart Digital Group Limited
No. 2615, Xingsheng 1st Road
Hengqin New District, Zhuhai City
Guangdong Province, China
(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 ☐
Receipt of Nasdaq Delisting Determination Notice
Smart Digital Group Limited (the “Company”)
issued a press release on June 23, 2026, announcing the receipt of a notice from Nasdaq stating that it has determined to delist the Company’s
securities. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Smart Digital Group Limited Receives Nasdaq Delisting Determination Notice |
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.
| |
Smart Digital Group Limited |
| |
|
| Date: June 23, 2026 |
By: |
/s/ Yiwei Wang |
| |
Name: |
Yiwei Wang |
| |
Title: |
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
3
Exhibit 99.1
Smart
Digital Group Limited Receives Nasdaq Delisting Determination Notice
Zhuhai,
China – June 23, 2026 – Smart Digital Group Limited (Nasdaq: SDM) (the “Company”)
today announced that it received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (“Nasdaq”) on June 17, 2026, stating that Nasdaq has determined to delist the Company’s securities.
As
a result of the U.S. Securities and Exchange Commission having issued a trading suspension in the Company's securities on September 29,
2025 (https://www.sec.gov/files/litigation/suspensions/2025/34-104112.pdf), Nasdaq halted trading in the Company’s securities and
has now determined to delist the Company’s securities pursuant to its discretionary authority set forth in Nasdaq Listing Rule IM-5101-4.
Nasdaq
Listing Rule IM-5101-4 allows Nasdaq “to exercise discretion to delist a company from Nasdaq based on the potential for one or more
third parties to engage in misconduct impacting a company’s securities where the SEC has implemented a temporary trading suspension.”
Nasdaq believes that the ability for third parties to manipulate a security’s price
indicate that the security does not have sufficient liquidity to promote fair and orderly markets and, therefore, delisting is consistent
with the protection of investors and the public interest, and that it is appropriate to use its authority under IM-5101-4 to delist
the Company’s securities from Nasdaq based on those factors that make the Company’s securities susceptible to manipulation.
Unless
the Company files an appeal with the Nasdaq Hearings Panel by 4:00 p.m.
Eastern Time on Wednesday, June 24, 2026, trading of the Company’s securities will be suspended at the opening of business
on Friday, June 26, 2026, and Nasdaq will file a Form 25-NSE with
the SEC to complete the delisting. If the Company timely requests a hearing, the suspension of trading will be stayed pending the Panel’s
decision, however, the currently imposed trading halt will remain in effect.
Following
the Notice, the Company has and will continue to consult with its legal counsel and other advisors to evaluate its options, including
the viability of an appeal and any further necessary actions. The Company will make further announcements as appropriate. To date, Nasdaq
has not claimed or communicated a view that there has been any wrongdoing by the Company, whether in regard to Nasdaq’s investigation
of the recent trading activity of the Company’s securities or otherwise. Nasdaq’s decision does not affect the Company’s
operations or financial position, and the Company continues to conduct business in the ordinary course.
Forward-looking Statement
This press release contains forward-looking statements.
These forward-looking statements involve known and unknown risks and uncertainties, and are based on the Company's current expectations
and projections of future events that it believes may affect its financial condition, operating results, business strategies, and financial
needs. Investors can identify these forward-looking statements by terms such as "may," "will," "expect,"
"anticipate," "aim," "estimate," "intend," "plan," "believe," "is likely
to," "potential," "continue," or other similar expressions. Except as required by law, the Company is not obligated
to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations.
Although the Company believes the expectations expressed in these forward-looking statements are reasonable, there is no guarantee that
these expectations will prove correct. The Company reminds investors that actual results may differ materially from expected results and
encourages them to review other factors and risks that may affect its future results, as disclosed in the Company's registration statements
and other filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.
For inquiries, please contact:
Smart Digital Group Limited
irsmartdigital@163.com
