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 November 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 ☐
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
☐ No ☒
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.
On
November 7, 2025,New Century Logistics (BVI) Limited (the “Company”) issued a press release, included herewith as Exhibit
99.1, announcing that it expects to implement a 1-for-8 reverse stock split effective November 14, 2025, subject to the Company’s
satisfaction of Nasdaq Operations notice requirements, with trading to begin on a split-adjusted basis at the market open on that day.
In
connection with the reverse stock split, the Company filed an Amended and Restated Memorandum of Association, included herewith as Exhibit
3.1, with the Registry of Corporate Affairs of the British Virgin Islands on October 9, 2025 to reduce the authorized number of shares
of the Company’s common stock from 100,000,000 shares to 12,500,000 shares, the reduction at the same ratio as its reduction in
the issued and outstanding shares of common stock, with no par value. The Board of Directors of the Company approved the reverse stock
split on October 3, 2025. No stockholders’ approval of the reverse stock split is required pursuant to BVI law.
The
information, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act
of 1933, except as expressly set forth by specific reference in such filing.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release |
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, hereunto duly authorized.
| |
New
Century Logistics (BVI) Limited |
| |
|
|
| |
By: |
/s/
Ching Shun Ngan |
| |
|
Ching
Shun Ngan
Chief
Executive Officer |
Date:
November 7, 2025
