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 of
the
Securities Exchange Act of 1934
For
May 22, 2024
Commission
File Number: 001-41883
Roma
Green Finance Limited
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
Flat
605, 6/F., Tai Tung Building, 8 Fleming Road
Wanchai,
Hong Kong
(Address
of principal executive offices)
Luk
Huen Ling Claire, CEO
Tel:
+ 852 2529 6878
Email:
Claireluk@romagroup.com
Flat
605, 6/F., Tai Tung Building, 8 Fleming Road
Wanchai,
Hong Kong
(Name,
Telephone, email and/or fax number and address of Company Contact Person)
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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note
: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 17, 2024, Roma Green Finance Limited (“ROMA” and the “Company”) received a deficiency notice (the “Notice”)
from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, for the last 31 consecutive business days, the closing bid price for the Company’s ordinary shares (the
“Ordinary Shares”) had been below the minimum of $1.00 per Ordinary Share required for continued listing on The Nasdaq Capital
Market (the “Minimum Bid Price Rule”). The Notice has no immediate effect on the listing of the Ordinary Shares, which will
continue to trade on The Nasdaq Capital Market under the symbol “ROMA” without interruption at this time.
In
accordance with Nasdaq Listing Rules, the Company has 180 calendar days, or until November 13, 2024, to regain compliance with the Minimum
Bid Price Rule. If at any time before November 13, 2024, the closing bid price of the Ordinary Shares is at least $1.00 per Ordinary
Share for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance
and the matter will be closed.
If
the Company does not regain compliance with the Minimum Bid Price Rule by November 13, 2024, the Company may be eligible for an additional
180 day calendar period to regain compliance or be subject to delisting. To qualify for the additional time, the Company will be required
to meet the continued listing requirements regarding the market value of publicly held Ordinary Shares and all other initial listing
standards, except for the minimum bid price requirement. In addition, the Company will be required to notify Nasdaq of its intent to
cure the deficiency by effecting a reverse stock split, if necessary, during the additional compliance period.
The
Company intends to actively monitor the closing bid price for its Ordinary Shares and will consider available options to resolve the
deficiency and regain compliance with the Minimum Bid Price Rule. However, there can be no assurance that the Company will be able to
regain compliance with the Minimum Bid Price Rule.
EXHIBITS
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.
| Date:
May 22, 2024 |
ROMA
GREEN FINANCE LIMITED |
| |
|
| |
By: |
/s/
Luk Huen Ling Claire |
| |
Name: |
Luk
Huen Ling Claire |
| |
Title: |
Chairlady,
Executive Director and Chief Executive Officer |
Exhibit
99.1
Roma
Green Finance Limited Receives Nasdaq Deficiency Notice Regarding Minimum Bid Price Requirement
Ordinary
shares will continue to trade on the Nasdaq Capital Market, and the Company’s listing on such exchange is not affected by the receipt
of the Notice
HONG
KONG, May 21, 2024 – Roma Green Finance Limited (NASDAQ: ROMA) disclosed that it had received a notice (the “Notice”)
from the Nasdaq Stock Market LLC (“Nasdaq”) that ROMA is not currently in compliance with the $1.00 minimum bid price requirement
for continued listing of the Company’s ordinary shares (the “Ordinary Shares”) on the Nasdaq Capital Market, as set
forth in Nasdaq Listing Rules (the “Minimum Bid Price Requirement”). The Notice indicated that the Company has 180 days,
or until November 13, 2024 (the “Compliance Deadline”), to regain compliance with the Minimum Bid Price Requirement by having
the closing bid price of the Ordinary Shares meet or exceed $1.00 per Ordinary Share for at least ten consecutive business days.
The
Notice has no immediate effect on the listing of the Company’s Ordinary Shares, which continue to trade on The Nasdaq Capital Market
under the symbol “ROMA”. The Company intends to monitor the closing bid price of its Ordinary Shares and may, if appropriate,
consider implementing available options to regain compliance with the Minimum Bid Price Requirement, including a reverse stock split
(i.e., a share consolidation). If the Company does not regain compliance by the Compliance Deadline, the Company may be afforded an additional
180 calendar day period to regain compliance as provided by the Nasdaq Listing Rules.
About
Roma Green Finance Limited
The
Company is based in Hong Kong and is principally engaged in the provision of ESG, corporate governance and risk management as well as
sustainability and climate change related advisory services. Its service offering mainly comprise the following: (i) Sustainability Program
Development, (ii) ESG Reporting, (iii) Corporate Governance and Risk Management, (iv) Climate Change Strategies and Solutions, (v) Environmental
Audit, (vi) ESG Rating Support and Shareholder Communication: The Company helps clients to review and improve their ESG / sustainability
ratings with Bloomberg and other rating agencies, and (vii) Education and Training.
Additional
information about the Company is available at http://www.romaesg.com.
Forward-Looking
Statements
Certain
statements in this announcement are 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 about future events that the Company believes
may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking
statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,”
“continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking
statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you
that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from
the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration
statement and other filings with the SEC, which are available for review at www.sec.gov.
Contact:
Roma
Green Finance Limited
Tel:
+852 2529 6878
Email:
ir@roma-international.com
Ms.
Katy Chan
Metaverse
Finance Limited
Tel:
+ 852 2156 0223
Email:
ir@hbkstrategy.com
Exhibit
99.2
Sent
via Electronic Delivery to: claireluk@roma-international.com; howardleung@roma- international.com; ds@schlueterintl.com;
hfs@schlueterintl.com
May
17, 2024
Ms.
Claire Luk
Chief
Executive Officer
Roma Green Finance Limited
Flat
605, 6/F., Tai Tung Building, 8 Fleming Road
Wanchai, Hong Kong
| Re: |
Roma Green Finance Limited (the “Company”)
Nasdaq Security: Ordinary Shares
Nasdaq
Symbol: ROMA |
Dear Ms. Luk:
As
we discussed, our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1 per share.
Based upon the closing bid price for the last 31 consecutive business days, the Company no longer meets this requirement.1
However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance.
If
at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of
ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed. Please note
that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to
the expiration date in the table below in order to regain compliance.2
In
the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required
to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq
Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the
deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements,
we will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company
will not be able to cure the deficiency, or if the Company is otherwise not eligible, we will provide notice that its securities will
be subject to delisting.3
1 For online access to all Nasdaq
Rules, please see “Nasdaq Online Resources,” included with this letter.
2 For additional information
with respect to compliance periods please see the “Nasdaq Online Resources” on the attached page and access the link “Frequently
Asked Questions” related to “continued listing.”
3 At that time, the Company may
appeal the delisting determination to a Hearings Panel.
Ms.
Claire Luk
May 17, 2024
Page
2
Our
Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or
by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must
include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified
by Nasdaq in reaching the determination.4 The Company must also provide a copy of the announcement to Nasdaq’s MarketWatch
Department at least 10 minutes prior to its public release.5 Please note that if you do not make the required announcement
trading in your securities will be halted.6
The
following table summarizes the critical dates and information as related to this matter.
| Period
below $1.00 bid price |
|
Expiration
of 180 calendar day compliance period |
|
Public
Announcement Due Date |
|
Relevant
Listing Rules |
April
4, 2024 to May 16, 2024 |
|
November
13, 2024 |
|
May
23, 2024 |
|
5550(a)(2)
– bid price 5810(c)(3)(A)7 – compliance period
5810(b)
– public disclosure 5505 – Capital Market criteria |
Finally,
an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com
and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and
the basis for such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list
commencing five business days from the date of this letter.
If
you have any questions, please do not hesitate to contact me at +1 202 748 4488.
Sincerely,
Rachel
Scherr
Listing Analyst
Nasdaq
Listing Qualifications
4
Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
5
The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at nasdaq.net/ED/IssuerEntry.
6
Listing Rule IM-5810-1.
7
Listing Rule 5810(c)(3)(A)(iii) states in part: “if during any compliance period specified in this Rule 5810(c)(3)(A) a Company’s
security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue
a Staff Delisting Determination under Rule 5810 with respect to that security.”
Roma Green Finance (NASDAQ:ROMA)
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