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Nasdaq moves to delist Smart Digital Group (NASDAQ: SDM) after SEC suspension

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Smart Digital Group Limited reported that Nasdaq has determined to delist the Company’s securities under Nasdaq Listing Rule IM-5101-4, following a U.S. SEC trading suspension in the Company’s securities on September 29, 2025. Nasdaq cites concern that the securities are susceptible to manipulation and lack sufficient liquidity to support fair and orderly markets.

Unless the Company appeals to a Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on June 24, 2026, trading will be suspended at the opening of business on June 26, 2026 and Nasdaq will file a Form 25-NSE to complete the delisting. The Company states that Nasdaq has not alleged wrongdoing by the Company, and that its operations and financial position are unaffected, with business continuing in the ordinary course while it consults advisors and evaluates options, including a possible appeal.

Positive

  • None.

Negative

  • Nasdaq delisting determination – Nasdaq has determined to delist Smart Digital Group Limited’s securities under Listing Rule IM-5101-4 following an SEC trading suspension, posing a material negative development for the stock’s listing status and market liquidity.

Insights

Nasdaq moves to delist SDM after an SEC trading suspension, creating a significant listing and liquidity setback.

Nasdaq has exercised its discretionary authority under Listing Rule IM-5101-4 to delist Smart Digital Group Limited after a prior SEC trading suspension in the Company’s securities. Nasdaq’s rationale is that the stock is susceptible to manipulation and lacks sufficient liquidity for fair and orderly trading.

If the Company does not request a hearing by June 24, 2026, trading will be suspended on June 26, 2026 and a Form 25-NSE will initiate the delisting process. Even with a timely appeal, the current trading halt remains. This primarily affects where and how investors can trade the shares, while the Company states its operations and financial position are unchanged.

SEC trading suspension date September 29, 2025 Date the SEC issued a trading suspension in the Company’s securities
Nasdaq delisting notice date June 17, 2026 Date Nasdaq’s Listing Qualifications Department issued the delisting determination Notice
Appeal deadline 4:00 p.m. ET, June 24, 2026 Latest time for the Company to request a Nasdaq Hearings Panel review
Planned trading suspension date June 26, 2026 Date trading on Nasdaq will be suspended if no appeal is filed
Listing rule cited Nasdaq Listing Rule IM-5101-4 Rule allowing discretionary delisting after an SEC trading suspension
Nasdaq Listing Rule IM-5101-4 regulatory
"Nasdaq has now determined to delist the Company’s securities pursuant to its discretionary authority set forth in Nasdaq Listing Rule IM-5101-4."
trading suspension regulatory
"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..."
A trading suspension is a temporary halt on buying and selling a company's stock imposed by an exchange or regulator while a specific issue is resolved or more information is provided. It matters to investors because it freezes the market value and prevents trades—like pausing a game until the referee clears a disputed play—so investors cannot adjust positions and may face sudden price moves or uncertainty when trading resumes.
Form 25-NSE regulatory
"Nasdaq will file a Form 25-NSE with the SEC to complete the delisting."
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
forward-looking statements regulatory
"This press release contains forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties..."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Nasdaq Hearings Panel regulatory
"Unless the Company files an appeal with the Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on Wednesday, June 24, 2026..."
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

What did Smart Digital Group Limited (SDM) announce regarding its Nasdaq listing?
Smart Digital Group Limited announced that Nasdaq has determined to delist its securities under Nasdaq Listing Rule IM-5101-4. The move follows an SEC trading suspension and Nasdaq’s view that the securities are susceptible to manipulation and lack sufficient liquidity for fair and orderly trading.

Why is Nasdaq delisting Smart Digital Group Limited’s securities?
Nasdaq cites its discretionary authority under Listing Rule IM-5101-4, which applies after an SEC trading suspension. Nasdaq believes the potential for third-party manipulation and insufficient liquidity mean the securities no longer support fair and orderly markets, so delisting is consistent with investor protection and public interest.

What is the deadline for Smart Digital Group Limited (SDM) to appeal Nasdaq’s delisting decision?
The Company must file an appeal with the Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on June 24, 2026. A timely hearing request would stay the suspension decision, although the current Nasdaq trading halt in the Company’s securities would remain in place pending the Panel’s outcome.

When will trading in Smart Digital Group Limited’s securities be suspended on Nasdaq?
If the Company does not appeal by the June 24, 2026 deadline, trading in its securities will be suspended at the opening of business on June 26, 2026. Nasdaq then plans to file a Form 25-NSE with the SEC to complete the delisting process for the Company’s securities.

Does Nasdaq allege any wrongdoing by Smart Digital Group Limited?
The Company states that Nasdaq has not claimed or communicated a view that there has been any wrongdoing by the Company. This applies both to Nasdaq’s investigation of recent trading activity in the Company’s securities and more broadly, according to the Company’s description in the announcement.

How does the Nasdaq delisting decision affect Smart Digital Group Limited’s operations and finances?
The Company says Nasdaq’s decision does not affect its operations or financial position. It reports that it continues to conduct business in the ordinary course while consulting legal counsel and other advisors to evaluate options, including whether to appeal the delisting determination.

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

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Form 6-K: How Foreign Companies Report to the SEC →

 

 

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.

 

1

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Smart Digital Group Limited Receives Nasdaq Delisting Determination Notice

 

2

 

 

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

 

 

Source: View Original Filing on SEC EDGAR

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