CBL International (Nasdaq: BANL) plans 1-for-13 reverse split to meet bid rule
Rhea-AI Filing Summary
CBL International Limited plans a 1-for-13 consolidation of its Class A and Class B ordinary shares, effective July 20, 2026, so that the Class B shares trade on a post-consolidation basis on the Nasdaq Capital Market under the existing symbol BANL. The action is primarily intended to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2) on minimum bid price.
Each block of 13 issued and outstanding shares will become 1 share, with par value increasing from USD0.0001 to USD0.0013, and fractional entitlements rounded up to the next whole share at the participant level. The consolidation applies uniformly and is not expected to change individual percentage ownership, aside from minor effects from rounding. Shareholders approved the move at an extraordinary general meeting on November 26, 2025, and the board implemented it via unanimous written resolutions dated June 23, 2026. This report is also incorporated by reference into the company’s existing Form F-3 registration statement.
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Key Figures
Key Terms
Nasdaq Marketplace Rule 5550(a)(2) regulatory
extraordinary general meeting regulatory
foreign private issuer regulatory
bunkering facilitator technical
ISCC Plus technical
FAQ
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 July 2026
Commission File Number: 001-41657
CBL INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Level 23-2, Menara Permata Sapura
Kuala Lumpur City Centre
50088 Kuala Lumpur
Malaysia
(Address of principal executive offices)
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 ☐
Share Consolidation
On July 16, 2026, CBL International Limited (the “Company”) issued a press release announcing its intent to effect a 1-for-13 share consolidation of the class A ordinary shares (the “Class A Ordinary Shares”) and class B ordinary shares of the Company (the “Class B Ordinary Shares,” together with the Class A Ordinary Shares, the “Ordinary Shares”) of par value USD0.0001 each (the “Share Consolidation”).
Beginning with the opening of trading on July 20, 2026, the Class B Ordinary Shares will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “BANL” but under a new CUSIP number of G1991X133. The objective of the Share Consolidation is primarily to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) relating to the maintenance of the minimum bid price per share of the Company’s Class B Ordinary Shares.
Upon the effectiveness of the Share Consolidation on July 20, 2026, every 13 issued and outstanding Class A Ordinary Shares of par value of USD0.0001 each are automatically consolidated into 1 issued and outstanding Class A Ordinary Share of par value of USD0.0013 each, and every 13 issued and outstanding Class B Ordinary Shares of par value of USD0.0001 each are automatically consolidated into 1 issued and outstanding Class B Ordinary Share of par value of USD0.0013 each. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number at the participant level. The Share Consolidation affects all shareholders uniformly and will not alter any shareholders’ percentage in the Company’s outstanding Ordinary Shares, except for adjustments that may result from the treatment of fractional shares.
The Share Consolidation was approved pursuant to special resolutions of the Company passed on the Company’s extraordinary general meeting of the shareholders held on November 26, 2025, and effected by the board of directors of the Company through unanimous written resolutions dated June 23, 2026.
A copy of the press release is included as Exhibit 99.1 to this report.
Incorporation By Reference
This current report on Form 6-K is hereby incorporated by reference into the registration statement of CBL International Limited on Form F-3 (File No. 333-284228), to be a part thereof from the date on which this current report on Form 6-K is submitted and to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release: CBL International Announces 1-for-13 Reverse Share Split |
| 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.
| CBL International Limited | ||
| Date: July 16, 2026 | By: | /s/ Teck Lim Chia |
| Teck Lim Chia | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 99.1
CBL International Announces 1-for-13 Reverse Share Split
KUALA LUMPUR, Malaysia, July 16, 2026 — CBL International Limited (“CBL International”) and its subsidiaries (collectively, the “Company,” “we,” “us,” or “our company”) (Nasdaq: BANL), an established marine fuel logistics company providing one-stop solution for vessel refueling, today announced that it intends to effect a reverse share split of its Class B ordinary shares on a 1-for-13 basis (the “Reverse Share Split”). The Company’s Class B ordinary shares will begin trading on a post-split basis when the market opens on July 20, 2026. The Company’s Class B ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol “BANL” with a new CUSIP number G1991X133.
The Reverse Share Split has been approved by the Company’s shareholders and the Company’s board of directors, and is being effectuated primarily to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) relating to the maintenance of the minimum bid price per share of the Company’s Class B ordinary shares.
Prior to the Reverse Share Split, there are currently 14,325,327 Class B ordinary shares issued and outstanding. Upon the effectiveness of the Reverse Share Split, every thirteen (13) shares of par value of USD0.0001 each of the Company’s issued and outstanding Class A ordinary shares and Class B ordinary shares as of the effective date will automatically be combined into one (1) Class A ordinary share of par value of USD0.0013 each of the Company and one (1) Class B ordinary share of par value of USD0.0013 each of the Company, respectively. Any fractional shares that would have otherwise resulted from the Reverse Share Split will be rounded up to the next whole number at the participant level and no fractional shares will be issued. The Reverse Share Split affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding ordinary shares, except for adjustments that may result from the rounding up of fractional shares.
About CBL International Limited
CBL International Limited (Nasdaq: BANL) is the listing vehicle of Banle Group, a reputable marine fuel logistics company based in the Asia Pacific region that was established in 2015. We are committed to providing customers with one-stop solution for vessel refueling, which is referred to as a bunkering facilitator in the bunkering industry. We facilitate vessel refueling mainly through local physical suppliers in over 70 major ports covering Australia, Belgium, China, Hong Kong, India, Japan, Korea, Malaysia, Mauritius, Netherlands, Panama, the Philippines, Singapore, Taiwan, Thailand, Turkey, and Vietnam. While the Group’s primary focus remains on its established bunkering facilitation services, it has taken a measured step to broaden its presence in the sustainable energy supply chain through the distribution of sustainable fuel materials and biofuel supply. The Group actively promotes the use of alternative fuels and holds the ISCC EU and ISCC Plus certifications, as well as an EcoVadis Silver Medal. For more information about our company, please visit our website at https://www.banle-intl.com.
Forward Looking Statements
Certain statements in this announcement constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. 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”, “could”, “will”, “should”, “would”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “project” or “continue” or the negative of these terms or other comparable terminology. 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 financial results filings with the U.S. Securities and Exchange Commission.
CONTACTS
CBL International Limited
Investor Relations Department
Email: investors@banle-intl.com