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 February 2026
Commission File No. 001-42453
PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.
(Translation of registrant’s name into English)
901, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road
Xinwu District, Wuxi, Jiangsu Province
People’s Republic of China 214000
(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 ☐
Disclosure of Share Capital in Connection with Proposed Reverse
Stock Split
Reference is made to
the Form 6-K filed by Park Ha Biological Technology Co., Ltd. (the “Company”) on February 9, 2026, announcing the Company’s
intention to effect a 1-for-50 reverse stock split (the “Reverse Split”) of its Class A and Class B ordinary shares, which
has been approved and authorized by a majority of the shareholders at an extraordinary meeting of shareholders held on December 26, 2025,
and the Board of Directors of the Company subsequently approved the reverse stock split and the exact ratio of the reverse stock split
on January 29, 2026.
The Company is providing
the following disclosure regarding its issued and outstanding share capital prior to and following the proposed Reverse Split.
Proposed Timing of the Reverse Split
Subject to the Company’s satisfaction
of Nasdaq Operations notice requirements, the Company expects the Reverse Split to become effective on February 20, 2026, with trading
to begin on a split-adjusted basis at the market open on that day.
Pre-Reverse Split Issued and Outstanding
Share Capital
As
of the date of this Report, and immediately prior to the effectiveness of the Reverse Split, the Company’s total issued and outstanding
share capital consists of 104,768,362 ordinary shares, comprised of:
| ● | 85,718,362
Class A ordinary shares (par value US$0.00002 each, with 1 vote per share); and |
| ● | 19,050,000 Class B ordinary shares (par value
US$0.00002 each, with 20 votes per share). |
This share count reflects
the cumulative impact of (i) the Company’s best-efforts follow-on public offering of units, which closed on January 28, 2026, and
(ii) subsequent cashless exercises of warrants issued in that offering.
Post-Reverse Split Issued and Outstanding
Share Capital
Upon the effectiveness of the Reverse Split, the Company’s issued
and outstanding share capital is expected to be adjusted to 2,095,368 ordinary shares, comprised of:
| ● | 1,714,368 Class A ordinary shares (par value US$0.001
each, with 1 vote per share); and |
| ● | 381,000 Class B ordinary shares (par value US$0.001
each, with 20 votes per share). |
No fractional shares will be issued in connection with the Reverse
Split. All fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share.
No other material changes to the terms of the Company’s securities
are anticipated in connection with the Reverse Split.
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.
Dated: February 13, 2026
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Park Ha Biological Technology Co., Ltd. |
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By: |
/s/ Xiaoqiu Zhang |
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Name: |
Xiaoqiu Zhang |
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Title: |
Chief Executive Officer and
Chairperson of the Board |
