New Century Logistics (NCEW) Faces Nasdaq $1.00 Bid Deficiency

Rhea-AI Filing Summary

New Century Logistics (BVI) Limited disclosed it received a Nasdaq notice on August 11, 2025, stating the company is not in compliance with Nasdaq Rule 5550(a)(2) because the closing bid price of its ordinary shares had been below $1.00 per share for the preceding 30 consecutive business days. The notice is a deficiency notification only and currently does not affect listing or trading.

The company has a 180-calendar-day compliance period, until February 9, 2026, to regain compliance by achieving a closing bid of at least $1.00 for 10 consecutive business days. If it fails, an additional 180-day extension may be available if the company meets the market value of publicly held shares requirement on day 180. The company is monitoring the share price and evaluating remedies, including a reverse stock split, but states there is no assurance it will regain compliance.

Positive

• Notice is a deficiency only and currently has no effect on listing or trading of the company's ordinary shares
• Company is monitoring its closing bid and is evaluating remedial options, explicitly including a reverse stock split

Negative

• Noncompliance with Nasdaq Rule 5550(a)(2): the closing bid price was below $1.00 for the preceding 30 consecutive business days
• Risk of delisting if the company does not regain compliance by the end of the Compliance Period (or any extended period)
• No assurance the company will be able to regain or maintain compliance, per the company disclosure

Insights

Corporate Governance Expert

TL;DR: Nasdaq deficiency creates a near-term listing risk that requires governance action to evaluate and execute remedial measures.

The Nasdaq notice confirms noncompliance with the Minimum Bid Price Requirement and starts a 180-day compliance clock. From a governance perspective, the board and management must prioritize assessment of structural remedies, such as a reverse stock split, and communication plans to shareholders and the market. The document explicitly states no current trading impact, but failure to regain compliance could lead to delisting, which is a material corporate governance outcome requiring proactive oversight.

Financial Analyst

TL;DR: This notice signals execution and market-risk around share price; outcomes hinge on achieving a $1.00 closing for 10 days or securing an extension.

The disclosure provides clear quantitative triggers: sub-$1.00 closing for 30 days caused the deficiency; regaining compliance requires a $1.00 close for 10 consecutive business days within 180 days. The company lists a reverse stock split as a potential remedy. These facts indicate short-term downside risk to liquidity and listing status unless price or corporate actions restore compliance; the filing does not provide financial metrics or a plan timeline.

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 2025

Commission File Number: 001-42415

NEW CENTURY LOGISTICS (BVI) LIMITED

(Exact name of registrant as specified in its charter)

Office A-E, 33/F, King Palace Plaza

55 King Yip Street, Kwun Tong

Kowloon, 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 ☐

NASDAQ Notification Regarding Minimum Bid Price Deficiency

On August 11, 2025, New Century Logistics (BVI) Limited (the “Company”) received written notice (the “Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the closing bid price for the Company’s ordinary shares had been below $1.00 per share for the preceding 30 consecutive business days. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s ordinary shares.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until February 9, 2026

(the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement, the closing bid price of the Company’s ordinary shares must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to the expiration of Compliance Period. If the Company regains compliance with the Minimum Bid Price Requirement, Nasdaq will provide the Company with written confirmation and will close the matter.

If the Company does not regain compliance with the Minimum Bid Price Requirement during the Compliance Period, the Company may be eligible for an additional 180 calendar day compliance period, provided that on the 180th day of the Compliance Period, it meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provide written notice of its intention to cure the minimum bid price deficiency during the extended compliance period.

If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period (as may be extended), the Company’s ordinary shares will be subject to delisting.

The Company is monitoring the closing bid price of its ordinary shares and evaluating options to regain compliance with the Minimum Bid Price Requirement, including by effecting a reverse stock split, if necessary. However, there can be no assurance that the Company will be able to regain or maintain compliance with the Minimum Bid Price Requirement.

Statements contained herein relating to the Company or its management’s intentions, hopes, beliefs, expectations or predictions of the future, including, but not limited to, statements relating to the Company’s ability to regain compliance with the Nasdaq continued listing standards constitute forward looking statements. Such forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, risks related to the Company’s ability to regain compliance with the Nasdaq continued listing standards. Additional risks and uncertainties faced by the Company are contained from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including, but not limited to, the Company’s Annual Report on Form 20-F for the fiscal year ended September 30, 2024, filed with the SEC on January 28, 2025. The Company disclaims any intention or obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	New Century Logistics (BVI) Limited
Date: August 12, 2025	By:	/s/ Ching Shun Ngan
	Name:	Ching Shun Ngan
	Title:	Chief Executive Officer

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FAQ

What did Nasdaq notify NCEW about?

Nasdaq notified NCEW that it is not in compliance with Rule 5550(a)(2) because the closing bid price was below $1.00 for the preceding 30 consecutive business days.

How long does NCEW have to regain compliance?

The company has a 180-calendar-day compliance period, which the notice states runs until February 9, 2026, to regain compliance.

What is required for NCEW to regain Nasdaq compliance?

To regain compliance the closing bid price must be at least $1.00 per share for a minimum of 10 consecutive business days before the Compliance Period expires.

Can NCEW get more time if it remains noncompliant?

Yes. The company may be eligible for an additional 180-calendar-day extension if, on the 180th day, it meets the market value of publicly held shares requirement and all other applicable initial listing standards except the Minimum Bid Price Requirement.

What remedies is the company considering to regain compliance?

The company is evaluating options to regain compliance, including effecting a reverse stock split, but states there is no assurance it will be successful.