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 August 2026
Commission
File Number 001-42770
Magnitude
International Ltd
(Exact
name of registrant as specified in its charter)
27
Woodlands Industrial Park E1
#03-15
(Lobby B) Hiangkie Industrial Building
Singapore
757718
(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 ☐
Receipt
of Nasdaq Delisting Determination Notice
On
August 3, 2026, Magnitude International Ltd (the “Company”) received a Staff Delisting Determination (the “Staff Determination”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq staff
has determined to delist the Company’s securities from Nasdaq.
Following
the temporary suspension of trading in the Company’s securities by the U.S. Securities and Exchange Commission (the “SEC”)
from December 5, 2025 through December 18, 2025, Nasdaq halted trading in the Company’s securities on December 19, 2025. Nasdaq
has now determined to delist the Company’s securities pursuant to its discretionary authority under Nasdaq Listing Rule IM-5101-4.
Nasdaq
Listing Rule IM-5101-4 allows Nasdaq “to exercise discretion to delist a company from Nasdaq based on the potential for one or
more third parties to engage in misconduct impacting a company’s securities where the SEC has implemented a temporary trading suspension.”
Nasdaq believes that the ability for third parties to manipulate a security’s price indicates that the security does not have sufficient
liquidity to promote fair and orderly markets and, therefore, delisting is consistent with the protection of investors and the public
interest.
The
Company intends to request a hearing before a Hearings Panel pursuant to Nasdaq Listing Rule 5815. The hearing request will result in
an automatic stay of any delisting or suspension action pending the issuance of a decision by the Hearings Panel. The Company’s
securities will, however, remain subject to the existing trading halt unless and until Nasdaq lifts the halt.
To
date, Nasdaq has not communicated any finding or determination that the Company engaged in any wrongdoing in connection with the trading
activity in the Company’s securities. The Staff Determination does not have any immediate effect on the Company’s ongoing
business operations or financial condition, and the Company will continue to conduct its business in the ordinary course.
The
Company issued a press release on August 5, 2026, announcing the receipt of the Staff Determination from Nasdaq. A copy of this press
release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company furnishes this report on Form 6-K to
satisfy its obligation under Listing Rule 5810(b) to make public disclosure of the Staff Determination within four business days thereof.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated August 5, 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.
| |
Magnitude
International Ltd |
| |
|
|
| Date:
August 5, 2026 |
By: |
/s/
Lim Say Wei |
| |
Name: |
Lim
Say Wei |
| |
Title: |
Director
and Chief Executive Officer |
Exhibit
99.1
Magnitude
International Ltd Announces Receipt of Nasdaq Delisting Determination Notice
Singapore
– August 5, 2026 (GLOBE NEWSWIRE) – Magnitude International Ltd (Nasdaq: MAGH) (“Magnitude International” or
the “Company”), a mechanical and electrical engineering service provider that specializes in electrical works in Singapore,
today announced that it received a Staff Delisting Determination (the “Staff Determination”), dated August 3, 2026, from
the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), stating that Nasdaq has determined to delist
the Company’s securities.
Following
the temporary suspension of trading in the Company’s securities by the U.S. Securities and Exchange Commission (the “SEC”)
from December 5, 2025 through December 18, 2025, Nasdaq halted trading in the Company’s securities on December 19, 2025. Nasdaq
has now determined to delist the Company’s securities pursuant to its discretionary authority under Nasdaq Listing Rule IM-5101-4.
Nasdaq
Listing Rule IM-5101-4 allows Nasdaq “to exercise discretion to delist a company from Nasdaq based on the potential for one or
more third parties to engage in misconduct impacting a company’s securities where the SEC has implemented a temporary trading suspension.”
Nasdaq believes that the ability for third parties to manipulate a security’s price indicates that the security does not have sufficient
liquidity to promote fair and orderly markets and, therefore, delisting is consistent with the protection of investors and the public
interest.
The
Company intends to request a hearing before a Hearings Panel pursuant to Nasdaq Listing Rule 5815. The hearing request will result in
an automatic stay of any delisting or suspension action pending the issuance of a decision by the Hearings Panel. The Company’s
securities will, however, remain subject to the existing trading halt unless and until Nasdaq lifts the halt.
To
date, Nasdaq has not communicated any finding or determination that the Company engaged in any wrongdoing in connection with the trading
activity in the Company’s securities. The Staff Determination does not have any immediate effect on the Company’s ongoing
business operations or financial condition, and the Company will continue to conduct its business in the ordinary course.
About
Magnitude International Ltd
Magnitude
International Ltd is a mechanical and electrical engineering service provider that specializes in electrical works in Singapore. Through
its operating subsidiaries in Singapore, the Company has participated in numerous private and public-sector greenfield and brownfield
projects, mainly involving residential and mixed development type properties. For more information, please visit: https://www.bnlengrg.com.
Forward-Looking
Statements
This
press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate
solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause actual results to differ materially from the Company’s expectations discussed
in the forward-looking statements. These forward-looking statements are subject to uncertainties and risks, including, without limitation,
those risk factors that are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.
For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press
release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances
that arise after the date hereof.
For
more information, please contact:
Investor
Relations
Visit
https://bnlengrg.com/contact-us/
Or
contact us at enquiry@magnitude-int.com