Alpine 4: reporting failure and delisting

What is Alpine 4 and why does it matter to a small holding company?

Alpine 4 Holdings, Inc. (named in the SEC's 2026 order as formerly Alpine 4 Technologies, Inc.) is a Delaware company in Phoenix, Arizona. Its Alpine 4 2022 Form 10-K calls it a "publicly traded conglomerate" that buys businesses under what it calls its Drivers, Stabilizers and Facilitators model. As of that filing, it listed fourteen operating subsidiaries and 495 full-time employees. Its Class A stock was on Nasdaq, and the filing reports a non-affiliate market value of $114,796,261 at June 30, 2022.

It matters here because it grew the way a public holding company is meant to grow, by buying companies, and the public record shows what happened when the reporting side fell behind. The 10-K describes seven acquisitions or acquisition agreements dated from December 15, 2020 to December 9, 2021: Impossible Aerospace, Vayu (US), Thermal Dynamics International, KAI Enterprises, Identified Technologies, ElecJet and RCA.

What did it do, by the numbers?

Dates and facts below are from the cited filings.

• November 14, 2022. The Form 8-K of November 14, 2022 (Item 4.02) said the 2020 10-K, the 2021 10-K, the 2021 quarterly reports and the first two 2022 quarterly reports should no longer be relied upon. It cited accounting for business combinations and income taxes. The company said the misstatements would have no impact on revenue or Adjusted EBITDA. The 2021 Form 10-K/A restated four items: deferred tax liabilities on certain acquisitions, the classification of Series C and Series D preferred shares issued in acquisitions, the valuation of certain assets in one 2021 acquisition, and the recording of forgiveness of PPP loans assumed in acquisitions.
• May 2023. The 2022 10-K (filed May 5, 2023, per the October 2024 8-K) reports a net loss of $12.8 million for 2022 and $19.5 million for 2021, an accumulated deficit of about $71.7 million, total debt of about $22 million, and states there is substantial doubt about the company's ability to continue as a going concern. The company later said that 10-K should not be relied upon (see November 2024 below).
• April 18, 2023. Nasdaq notified the company it had not timely filed its 2022 annual report, citing Rule 5250(c)(1), per the Form 8-K reporting the April 18, 2023 Nasdaq notice. Nasdaq said any exception is capped at 180 calendar days from the due date of the first delinquent filing.
• December 27, 2023 to July 2, 2024. The Form 8-K of July 2, 2024 says Nasdaq first notified the company on December 27, 2023 that it did not meet the $1.00 minimum bid price (Rule 5550(a)(2)), and that staff granted a second 180-day period, to December 23, 2024.
• May 14, 2024. Nasdaq staff issued a delisting determination over the 10-Q for September 30, 2023 and the 10-K for 2023, per the press release of May 17, 2024.
• May 21 to December 2, 2024. Nasdaq's Form 25-NSE reasons document says the company appealed on May 21, 2024, a panel hearing was held on July 2, and the panel issued a decision on July 25 and a modified decision on August 26 after the company asked for more time. On October 16 the panel decided to suspend the shares, and trading was suspended on October 18, 2024. The Form 8-K of October 16, 2024 describes the panel's letter as a determination to delist, effective October 18. Nasdaq states the staff determination became final on December 2, 2024.
• November 15, 2024. The Form 8-K of November 14, 2024 reports a second non-reliance conclusion by the board on November 15, 2024, on operating lease accounting, covering the second and third quarters of 2022, the 2022 10-K and the first three quarters of 2023. It says one Quality Circuit Assembly lease recorded in the 2022 financial statements had not commenced at December 31, 2022, which overstated both assets and liabilities by about $5 million. It also cites incorrect incremental borrowing rates on certain 2022 leases.
• May 16, 2025. Nasdaq's Form 25-NSE notice dated April 30, 2025 set removal from listing effective at the open on that date.

What worked, or what went wrong?

The filings give these statements and no more:

• Nasdaq's stated basis for both staff determinations was Rule 5250(c)(1), the periodic-report rule.
• In the October 2024 8-K, the company attributed the delays mainly to difficulty completing its 2023 audit. It said it would not appeal and expected its shares to trade on the OTC Markets Expert Market until current in its filings.
• The company's two non-reliance notices concerned different subjects: business combinations and taxes in 2022, and lease accounting in 2024.
• The SEC order of August 28, 2026 (Release No. 34-106212) instituted proceedings under Section 12(j). It alleges that the company has not filed any periodic report since its 10-Q for the period ended September 30, 2023; that it failed to heed a delinquency letter from the Division of Corporation Finance or, by not keeping a valid address on file, did not receive it; and that it failed to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13. The order is not a final decision. It says the Commission will determine whether the allegations are true and whether to suspend registration for up to twelve months or revoke it, and that a respondent that fails to answer may be deemed in default.

This page makes no claim about the outcome of the proceeding and draws no conclusion about anyone's motives.

What does and does not transfer to a small holding company?

Three points transfer:

• The report calendar is an exchange condition, not a courtesy. See Nasdaq listing requirements in 2026.
• Acquisition accounting is where the first restatement arose, and acquired books can take time to bring up to standard. See audited financials for public company acquisitions.
• Staff exceptions are short. Nasdaq capped the first at 180 days, and the panel process ran for months.

What does not transfer is the scale. The 2022 10-K lists fourteen subsidiaries and 495 employees. My view is that a holding company with two or three businesses will size its finance function differently. See the finance team a public holding company needs. A company on OTC markets also faces different rules than one on Nasdaq.

My view is that a buyer who plans to list should price the cost of timely audited reporting into the plan before the second acquisition, not after the tenth.

Worked numbers: how long the process ran

From the first late-annual-report notice on April 18, 2023 to suspension on October 18, 2024 is 18 months. To the scheduled removal on May 16, 2025 is about 25 months. The SEC order, released August 28, 2026, says no periodic report has been filed for any period after September 30, 2023, so the alleged gap runs from September 30, 2023 to the order date, about 35 months. These are date counts from the filings, not a forecast for another company.

Where these numbers come from:

Business description, subsidiaries, acquisition dates and 2021 to 2022 results are from the Alpine 4 2022 Form 10-K. The November 2022 restatement is from the Form 8-K of November 14, 2022 and the 2021 Form 10-K/A. Nasdaq notices and the delisting timeline are from the Form 8-K reporting the April 18, 2023 Nasdaq notice, the press release of May 17, 2024, the Form 8-K of July 2, 2024, the Form 8-K of October 16, 2024 and the Nasdaq's Form 25-NSE reasons document. The lease restatement is from the Form 8-K of November 14, 2024. The former name and the SEC allegations are from the SEC order of August 28, 2026 (Release No. 34-106212). The month counts are this site's arithmetic.

Related questions

What does a non-reliance 8-K mean?

Under Item 4.02, a company reports that previously issued financial statements should no longer be relied upon. After its 2022 notice, Alpine 4 filed an amended 2021 Form 10-K/A with restated figures.

How long can a late filer stay listed on Nasdaq?

Alpine 4's April 2023 8-K says Nasdaq capped a staff exception at 180 calendar days from the due date of the first delinquent filing. A panel can grant more time on conditions.

Does leaving an exchange end SEC reporting duties?

Not by itself. The SEC's August 2026 order against Alpine 4 concerns its reporting duties under Section 13(a).

What comes next

To see how a smaller holding company's listing fared when the share price fell, read 1847 Holdings: a small "Berkshire" pitch under stress.

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• What finance team does a public holding company need?
• Do the small businesses a public company buys need audited financials?
• What does it cost to take a holding company public and keep it public?
• Which small holding companies have gone public, and what happened?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.