PTL Limited Announces Receipt of Notice from Nasdaq Regarding Listing Rule 5550(b)(2) and 5550(a)(2)

Rhea-AI Summary

PTL Limited (NASDAQ:PTLE) has received two critical notices from Nasdaq regarding listing compliance issues. The first notice concerns the company's failure to maintain a minimum market value of listed securities (MVLS) of $35 million. The second notice relates to the company's closing bid price falling below $1.00 per share for 30 consecutive business days.

PTL has until January 14, 2026 to address both issues. To regain compliance, the company must maintain an MVLS of $35 million or more for at least 10 consecutive business days, and separately, achieve a closing bid price of $1.00 or higher for at least 10 consecutive business days. If PTL fails to meet these requirements, it may face delisting from Nasdaq, though additional compliance periods or appeals may be available.

Positive

• Company has 180 days until January 14, 2026 to regain compliance
• Additional 180-day extension may be available if initial compliance period fails
• Company can appeal any delisting determination to a hearings panel

Negative

• Market value of listed securities (MVLS) has fallen below required $35 million minimum
• Stock price has fallen below $1.00 minimum requirement for 30 consecutive business days
• Company faces potential delisting risk if compliance is not achieved
• May need to implement reverse stock split to regain compliance

Insights

Securities Regulation Expert

PTL faces Nasdaq delisting risks due to market value below $35M and share price under $1, with January 2026 compliance deadline.

PTL Limited has received two serious non-compliance notices from Nasdaq that could potentially lead to delisting. The first concerns the Minimum Market Value of Listed Securities (MVLS) requirement, where PTL's market capitalization has fallen below the $35 million threshold required for continued listing on the Nasdaq Capital Market. The second notice indicates PTL's share price has remained below $1.00 per share for 30 consecutive business days, violating Nasdaq's minimum bid price requirement.

For both violations, Nasdaq has granted PTL a 180-day compliance period until January 14, 2026 to remedy these deficiencies. To resolve the MVLS issue, the company must maintain a market value above $35 million for at least 10 consecutive business days. Similarly, to address the bid price problem, PTL's shares must trade above $1.00 for at least 10 consecutive business days.

While these notices don't trigger immediate delisting, they represent significant red flags for investors. If PTL fails to regain compliance by the January deadline, the company may face delisting proceedings, though it could potentially qualify for an additional 180-day extension or appeal the decision. The company has indicated it may consider a reverse stock split as a potential remedy for the bid price deficiency. These compliance issues typically reflect underlying financial challenges and may signal material concerns about the company's financial health and market perception.

Hong Kong, July 24, 2025 (GLOBE NEWSWIRE) -- PTL Limited (NASDAQ:PTLE) (“PTL” or the “Company”) today announced that on July 18, 2025, the Company received a notice from the staff of the Nasdaq Listing Qualifications department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that it is currently not in compliance with the minimum market value of listing securities (the “MVLS”) of US$35 million for continued listing of the Company’s class A ordinary shares of no par value each (the “Class A Ordinary Shares”) on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “MLVS Requirement”). Nasdaq calculates the MVLS based upon the most recent total shares outstanding multiplied by the closing bid price. The MVLS Notice indicated that the Company has 180 days, or until January 14, 2026 (the “Compliance Deadline”), to regain compliance with the MLVS Requirement by having its MVLS close at US$35 million or more for a minimum of ten consecutive business days.

If at any time prior to January 14, 2026, the Company’s MVLS closes at US$35 million or more for a minimum of ten consecutive business days, Nasdaq will provide a written confirmation of compliance and the matter regarding the Company’s MLVS will be closed. Receipt of the MVLS Notice does not result in the immediate delisting of the Company’s Class A Ordinary Shares and has no immediate effect on the listing or the trading of the Company’s Class A Ordinary Shares on the Nasdaq under the symbol “PTLE.”

The Company intends to monitor its market value of publicly held shares between now and January 14, 2026 and intends to cure the deficiency within the prescribed grace period. During this time, the Company expects that its Class A Ordinary Shares will continue to be listed and traded on the Nasdaq Capital Market. If the Company does not regain compliance by the Compliance Deadline, the Company will receive further written notification from Nasdaq that its securities are subject to delisting. At that time, the Company may qualify for additional time or appeal the delisting determination to a hearings panel.

On the same day, the Company has received a notification letter from the staff of the Listing Qualifications Department of the Nasdaq, indicating that for the last 30 consecutive business days, the closing bid price of the Company’s Class A Ordinary Shares was below the minimum bid price of US$1.00 per share requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter has no current effect on the listing or trading of the Company’s Class A Ordinary Shares on Nasdaq.

Pursuant to the Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided with a compliance period of 180 calendar days, or until January 14, 2026, to regain compliance under the Nasdaq Listing Rules. If at any time during the 180-day compliance period, the closing bid price of the Company’s Class A Ordinary Shares is US$1.00 per share or higher for at least ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance by January 14, 2026, subject to the determination by the staff of Nasdaq, the Company may be eligible for an additional 180-day compliance period if it meets 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 minimum bid price requirement. In this case, the Company 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.

The Nasdaq notification letters do not affect the Company’s business operations, and the Company will take all reasonable measures to regain compliance within the prescribed grace period.

About PTL Limited

Headquartered in Hong Kong, we are an established bunkering facilitator providing marine fuel logistics services for vessel refueling, primarily container ships, bulk carriers, general cargo vessels, and chemical tankers. Targeting and serving the Asia Pacific market, we leverage our close relationships and partnership within our established network in the marine fuel logistic industry, including the upstream suppliers and downstream customers, to provide a one-stop solution for vessel refueling.

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 find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. 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. The Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to read the risk factors contained in the Company’s annual report and other reports it files with the SEC before making any investment decisions regarding the Company’s securities. 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.

Investor and Media Contact:

PTL Limited
Investor Relations
Email: info@petrolinkhk.com

FAQ

Why did PTLE receive a notice from Nasdaq in July 2025?

PTL received two notices from Nasdaq: one for failing to maintain the minimum market value of $35 million, and another for having its stock price fall below $1.00 per share for 30 consecutive business days.

What must PTLE do to maintain its Nasdaq listing?

PTL must achieve a market value of listed securities of $35 million or more AND a closing bid price of $1.00 or higher, each for at least 10 consecutive business days, by January 14, 2026.

Will PTLE be immediately delisted from Nasdaq?

No, the notices do not result in immediate delisting. PTL has until January 14, 2026 to regain compliance and may be eligible for an additional 180-day period or can appeal any delisting determination.

What options does PTLE have if it fails to meet the January 14, 2026 deadline?

PTL may be eligible for an additional 180-day compliance period and could implement a reverse stock split. The company can also appeal any delisting determination to a Nasdaq hearings panel.

How can PTLE regain compliance with Nasdaq listing requirements?

PTL must maintain its market value above $35 million and stock price above $1.00 for at least 10 consecutive business days. The company may need to consider a reverse stock split to achieve the minimum bid price requirement.