Nasdaq grants PTL Limited (NASDAQ: PTLE) 180-day bid-price extension

Rhea-AI Filing Summary

PTL Limited reports that Nasdaq has granted an additional 180-day grace period, until July 13, 2026, for the company to regain compliance with the exchange’s minimum bid price requirement of $1.00 per share for its Class A ordinary shares. This follows an earlier notice on July 18, 2025, that the stock had traded below $1.00 for 30 consecutive business days and failed to regain compliance within the initial deadline of January 14, 2026.

To cure the deficiency, PTL’s closing bid price must be at or above $1.00 for at least 10 consecutive business days during the extension. The company notes it remains in compliance with all other Nasdaq listing standards and has notified Nasdaq of its intention to cure the issue, including the potential use of a reverse stock split if needed. If PTL does not regain compliance by July 13, 2026, Nasdaq staff may move to delist its securities, a decision the company could then appeal to a Hearings Panel.

Positive

• None.

Negative

• Nasdaq delisting risk if compliance is not regained by July 13, 2026, as the company must achieve a closing bid of at least $1.00 for 10 consecutive business days or face a potential removal from the exchange subject to appeal.

Insights

Equity market structure analyst

PTL gets more time, but delisting risk remains if the share price stays below $1.

PTL Limited has received an additional 180-day period, until July 13, 2026, to resolve its Nasdaq bid-price deficiency under Listing Rule 5550(a)(2). The trigger was the stock trading below $1.00 for 30 consecutive business days, and failure to regain compliance by the initial January 14, 2026 deadline.

To retain its listing, the closing bid must be at or above $1.00 for at least 10 consecutive business days during this new window. The company indicates it is evaluating options, explicitly mentioning a potential reverse stock split, which is a common mechanical way to lift the trading price without changing overall market value.

If the requirement is not met by July 13, 2026, Nasdaq staff is expected to issue a delisting notice, which PTL could appeal to a Hearings Panel. The outcome now depends on future trading performance and any corporate actions the company may implement to meet the minimum bid price standard.

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: 001-42293

PTL LIMITED

(Translation of registrant’s name into English)

21 Bukit Batok Crescent

#24-71, WCGEGA Tower

Singapore 658065

(Address of principal executive offices)

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 ☐

As previously disclosed, on July 18, 2025, PTL Limited (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the minimum closing bid price per share for its Class A ordinary shares, with no par value per share, was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq provided the Company with a 180 calendar days compliance period, or until January 14, 2026, in which to regain compliance with Nasdaq continued listing requirement.

On January 20, 2026, the Company received a letter from Nasdaq, indicating that the Company is granted an additional 180 calendar days, until July 13, 2026, to regain compliance with the minimum bid price requirement of $1.00 per share, as stipulated by Nasdaq Listing Rule 5550(a)(2). If compliance cannot be demonstrated by July 13, 2026, Nasdaq staff will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq staff’s determination to a Hearings Panel.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. The Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2).

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated January 22, 2026.

2

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.

	PTL Limited
Date: January 22, 2026	By:	/s/ Ying Ying Chow
	Name:	Ying Ying Chow
	Title:	Chief Executive Officer

3

Exhibit 99.1

PTL Limited Granted Additional 180-Day Grace Period to Regain Nasdaq Compliance

Hong Kong S.A.R., Jan. 22, 2026 (GLOBE NEWSWIRE) -- PTL Limited (NASDAQ: PTLE) (“PTL” or the “Company”) announced that it received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on January 20, 2026, indicating that the Company is granted an additional 180 calendar days, until July 13, 2026, to regain compliance with the minimum bid price requirement of $1.00 per share, as stipulated by Nasdaq Listing Rule 5550(a)(2).

On July 18, 2025, PTL Limited was notified that the Company’s listed security no longer meets the minimum $1 bid price per share requirement under Nasdaq’s Listing Rules. Despite our efforts, the bid price has not regained compliance within the initial 180-day period, which ended on January 14, 2026. However, Nasdaq Staff has determined that PTL Limited is eligible for an additional 180-day period, until July 13, 2026, to regain compliance. This extension is granted based on the Company’s continued compliance with all other applicable listing requirements, except for the bid price, and our written notice of intention to cure the deficiency, including the potential use of a reverse stock split if necessary. To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this additional 180-day period. If compliance cannot be demonstrated by July 13, 2026, Nasdaq staff will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal the Nasdaq staff’s determination to a Hearings Panel.

About PTL Limited (NASDAQ: PTLE)

Headquartered in Hong Kong, we are an established bunkering facilitator providing marine fuel logistics services for vessel refueling, primarily container ships, bulk carriers, general cargo vessels, and chemical tankers. Targeting and serving the Asia Pacific market, we leverage our close relationships and partnership within our established network in the marine fuel logistic industry, including the upstream suppliers and downstream customers, to provide a one-stop solution for vessel refueling.

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 “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. 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. The Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to read the risk factors contained in the Company’s annual report and other reports it files with the SEC before making any investment decisions regarding the Company’s securities. 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.

Investor and Media Contact:

PTL Limited

Investor Relations

Email: info@petrolinkhk.com

FAQ

What did Nasdaq decide regarding PTL Limited (PTLE) and its listing status?

Nasdaq granted PTL Limited an additional 180-day grace period, until July 13, 2026, to regain compliance with its minimum bid price requirement of $1.00 per share for continued listing.

Why is PTL Limited (PTLE) out of compliance with Nasdaq rules?

PTL Limited was notified on July 18, 2025 that its listed security no longer met Nasdaq’s minimum $1.00 bid price per share requirement because the closing bid stayed below that level for 30 consecutive business days.

What must PTL Limited do to regain Nasdaq bid price compliance?

To regain compliance, the closing bid price of PTL Limited’s ordinary shares must be at or above $1.00 per share for at least 10 consecutive business days during the new 180-day period ending July 13, 2026.

What happens if PTL Limited (PTLE) does not meet the $1.00 bid price by July 13, 2026?

If PTL Limited cannot demonstrate compliance by July 13, 2026, Nasdaq staff will issue written notification that the company’s securities will be delisted, and PTL may then appeal this determination to a Hearings Panel.

Is PTL Limited considering a reverse stock split to fix the Nasdaq deficiency?

Yes. PTL Limited told Nasdaq it intends to cure the bid price deficiency and noted that this may include the potential use of a reverse stock split if necessary to regain compliance.

Does PTL Limited meet other Nasdaq listing requirements besides the bid price?

The extension was granted based on PTL Limited’s continued compliance with all other applicable Nasdaq listing requirements aside from the minimum bid price, as referenced in the company’s announcement.