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 January 2026
Commission File Number: 001-42759
Cre8 Enterprise Limited
(Translation of registrant’s name into English)
1/F, China Building
29 Queen’s Road Central, Hong Kong
(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 ☐
On January 15, 2026, the Board of Directors of Cre8 Enterprise Limited
(the “Company”) approved a reverse stock split of all of the Company’s issued and unissued shares, including
the Class A ordinary shares with no par value (the “Class A Ordinary Shares”) and Class B ordinary shares with no
par value, at an exchange ratio of one (1) share for twelve (12) shares (the “Reverse Stock Split”). Pursuant to the
BVI Business Companies Act (as amended) and the Company’s Amended and
Restated Memorandum and Articles of Association, the Company’s Board of Directors is authorized to effect the Reverse Stock
Split without the approval of the Company’s shareholders. Accordingly, no shareholder vote, consent or approval is required or
will be sought in respect of the Reverse Stock Split.
Upon the opening of the market on February 13, 2026, the
Company’s Class A Ordinary Shares will be trading on the Nasdaq Capital Market (“Nasdaq”) on a post-Reverse Stock
Split basis under the current symbol “CRE”. The new CUSIP number following the Reverse Stock Split is G2R63D113.
The Reverse Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from 19,667,500 to
approximately 1,638,959 Class A Ordinary Shares. Every twelve (12) outstanding Class A Ordinary Shares will be combined into and
automatically become one post-Reverse Stock Split Class A Ordinary Share. No fractional shares will be issued as a result of the
reverse stock split. Instead, any fractional shares that would have resulted from the split will be rounded up to the next whole
number.
After the Reverse Stock Split, all options, warrants and other convertible
securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of Class A
Ordinary Shares into which the options, warrants and other convertible securities are exercisable or convertible by twelve (12) in accordance
with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject
to rounding to the nearest whole share.
The Reverse Stock Split is intended for the Company to
regain compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing
Rule 5550(a)(2) (the “Minimum Bid Requirement”). Nasdaq provided the Company until April 1, 2026 to regain compliance.
To regain compliance, the closing bid price of the Company’s Class A Ordinary Shares must meet or exceed $1.00 per share for
a minimum of ten consecutive business days during this period. If the Company does not regain compliance within the allotted
compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s
Class A Ordinary Shares will be subject to suspension and delisting. The Company would then be entitled to appeal Nasdaq’s
determination to a Nasdaq Listing Qualifications Panel and request a hearing.
Attached to this Report as Exhibit 99.1 is a copy
of the press release dated February 11, 2026 titled “Cre8 Enterprise Limited Announces 1-for-12 Reverse Stock Split”.
Exhibit Index
Exhibit
Number |
|
Description
of Exhibit |
| 99.1 |
|
Press release - Cre8 Enterprise Limited Announces 1-for-12 Reverse Stock Split, dated February 11, 2026 |
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.
| Date: February 11, 2026 |
Cre8 Enterprise Limited |
| |
|
|
| |
By: |
/s/ Sze Ting CHO |
| |
Name: |
Sze Ting CHO |
| |
Title: |
Chief Executive Officer and Chairman of the Board |
3
Exhibit 99.1
Cre8
Enterprise Limited Announces 1-for-12 Reverse Stock Split
Hong Kong, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Cre8 Enterprise Limited
(Nasdaq: CRE) (“Cre8” or the “Company”), a Hong Kong-based integrated financial printing service provider, announces
that it is implementing a reverse stock split of all of the Company’s issued and unissued shares, including the Class A ordinary
shares with no par value (the “Class A Ordinary Shares”) and Class B ordinary shares with no par value, at an exchange ratio
of one (1) share for twelve (12) shares (the “Reverse Stock Split”). The Reverse Stock Split was approved by the Company’s
Board of Directors on January 15, 2026.
Beginning on February 13, 2026, the Company’s Class A Ordinary
Shares will begin trading on the Nasdaq Capital Market on a post-Reverse Stock Split basis under the current ticker symbol “CRE”.
The new CUSIP number for the Class A Ordinary Shares following the reverse stock split will be G2R63D113.
The Reverse Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from approximately 19,667,500 Class
A Ordinary Shares to approximately 1,638,959 Class A Ordinary Shares. Every twelve (12) outstanding Class A Ordinary Shares will be combined
into and automatically become one post-Reverse Stock Split Class A Ordinary Share. No fractional shares will be issued as a result of
the reverse stock split. Instead, any fractional shares that would have resulted from the split will be rounded up to the next whole number.
Registered shareholders holding their shares of ordinary shares in
book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the Reverse Stock Split.
Shareholders holding physical stock certificates will also generally receive book-entry shares instead of their existing certificates.
The Company’s transfer agent, VStock Transfer LLC, will send further instructions.
The reverse stock split is intended to increase the per share trading
price of the Company’s Class A Ordinary Shares to satisfy the $1.00 minimum bid price requirement for continued listing of the Class
A Ordinary Shares on the Nasdaq Capital Market. Nasdaq previously provided the Company until April 1, 2026, to regain compliance. There
can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement.
About Cre8 Enterprise Limited (NASDAQ: CRE)
Cre8 Enterprise Limited provides 24/7 integrated financial printing
services for listed companies, IPO applicants and private companies in the finance and capital market in Hong Kong under its brand,
“Cre8”. The services cover concept creation and artwork design, typesetting, proofreading, translation, printing, binding,
logistics arrangement, uploading or making e-submissions of customers’ financial reports and compliance documents and media
placements. In addition to these core services, it has expanded its offerings to include complementary design services such as website
design, branding, and content creation for marketing materials. Moreover, it is now providing technological support to its customers
by disseminating and publishing announcements, circulars, financial reports, and industry news feeds through a website of its “Cre8IR”
brand.
Forward-Looking Statements
This press release contains forward-looking statements. These statements
are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements
in this press release include descriptions of the Company’s future commercial operations, business strategy, and financial condition.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially
from the forward-looking statements in this press release, such as the Company’s inability to implement its business plans, identify
and realize additional opportunities, the Company’s inability to meet or exceed its financial projections, or changes in the regulatory
or competitive environment in which the Company operates. You should carefully consider the foregoing factors and the other risks and
uncertainties described in the Company’s annual report on Form 20-F and other documents filed or to be filed by the Company with
the SEC from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking
statements. Copies of these documents are available on the SEC’s website, www.sec.gov. All information provided herein is as of
the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under
applicable law.
For more information, please contacts:
Cre8 Enterprise Limited
Email: ir@cre8corp.com
