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 April 2026
Commission File Number: 001-42738
Delixy
Holdings Limited
(Translation
of registrant’s name into English)
883 North Bridge Road, #04-01
Southbank, Singapore 198785
(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 ☐
EXPLANATORY NOTE
On April 23, 2026, Delixy Holdings Limited (the
“Company”) received a notification letter from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company
is not in compliance with Nasdaq’s minimum bid price requirement.
Nasdaq Listing Rule 5550(a)(2) requires that listed
securities maintain a minimum bid price of $1.00 per share. The notification letter stated that the Company’s Class A ordinary shares
have failed to maintain this minimum bid price for the last 30 consecutive business days, from March 11, 2026, to April 22, 2026.
The notification does not immediately impact the
listing or trading of the Company’s Class A ordinary shares on Nasdaq. Under Nasdaq rules, the Company has been granted a compliance
period of 180 calendar days, until October 20, 2026, to regain compliance. If, at any time during this period, the closing bid price of
the Company’s stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will confirm compliance,
and the matter will be resolved.
If the Company is unable to regain compliance
by October 20, 2026, it may be eligible for additional time. To qualify, the Company will be required to meet 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 bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance
period, which may include implementing a reverse stock split if necessary.
The Company is actively monitoring the bid price
of its Class A ordinary shares and is considering all available options to regain compliance with Nasdaq’s requirements. The Company
remains committed to delivering value to its shareholders and maintaining its listing on Nasdaq.
On April 29, 2026, the Company issued a press
release entitled “Delixy Holdings Limited Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency”.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release – Delixy Holdings Limited Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency |
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.
| |
Delixy Holdings Limited |
| |
|
|
| Date: April 29, 2026 |
By: |
/s/ Xie, Dongjian |
| |
Name: |
Xie, Dongjian |
| |
Title: |
Executive Chairman, Chief Executive Officer and Executive Director |
Exhibit 99.1
Delixy Holdings Limited Receives Nasdaq Notification
Regarding Minimum Bid Price Deficiency
SINGAPORE,
April 29, 2026 (GLOBE NEWSWIRE) -- Delixy Holdings Limited (Nasdaq: DLXY) (the “Company” or “Delixy”),
a Singapore-based company engaged in the trading of oil related products, today announced that the Company received a written notification
(the “Notification Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) on April 23, 2026, notifying the Company
that it is not in compliance with the minimum bid price requirement set forth in the Nasdaq Listing Rules for continued listing on the
Nasdaq.
Nasdaq Listing Rule 5550(a)(2) requires listed
securities to maintain a minimum bid price of US$1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet
the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing
bid price of the Company’s Class A ordinary shares for the 30 consecutive business days from March 11, 2026 to April 22, 2026, the
Company no longer meets the minimum bid price requirement.
The Notification Letter does not impact the Company’s
listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided
180 calendar days, or until October 20, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s
Class A ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event
the Company does not regain compliance by October 20, 2026, the Company may be eligible for additional time to regain compliance or may
face delisting.
The Company’s business operations are not
affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price of its Class A ordinary shares
and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock split of
its outstanding Class A ordinary shares, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
About Delixy Holdings Limited
Delixy Holdings Limited is a Singapore-based company
principally engaged in the trading of oil-related products, including (i) crude oil and (ii) oil-based products such as fuel oil, motor
gasoline, additives, gas oil, base oil, asphalt, naphtha (heavy gasoline) and petrochemicals. Operating across multiple countries in Southeast
Asia, East Asia, and Middle East, Delixy has established a strong presence in the region's oil trading markets. While Delixy maintains
a diversified portfolio of oil products, crude oil trading represents a core aspect of its business. The Company leverages its strong
existing relationships with customers and suppliers as well as deep industry expertise to provide value-added services, including tailored
recommendations on optimal trading strategies and shipping and logistical support where required. In addition, the Company's financing
capabilities allow it to extend credit terms to customers while satisfying suppliers' immediate payment terms. For more information, please
visit the Company's website: https://ir.delixy.com.
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 “believe”,
“plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”,
“aim” and “anticipate” or other similar expressions in this prospectus. 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 Registration Statement and other filings with the U.S. Securities and Exchange Commission (the “SEC”).
For media inquiries, please contact:
Delixy Holdings Limited
Investor Relations Department
Email: ir@delixy.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
