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 February 2026
Commission File Number 001-42293
PTL LIMITED
(Translation of registrant’s name into English)
21 Bukit Batok Crescent
#24-71, WCEGA Tower
Singapore 658065
(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
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Share Consolidation
On February 24, 2026, PTL
Limited (the “Company”) issued a press release announcing the approval of the proposed 1-for-80 share consolidation of the
Class A ordinary shares (“Class A Ordinary Shares”) and Class B ordinary shares (“Class B Ordinary Shares”, together
with the Class A Ordinary Shares, the “Ordinary Shares”) of no par value each (the “Share Consolidation”).
Beginning with the opening
of trading on February 27, 2026, being the market effective date, the Class A Ordinary Shares will be trading on a post-Share Consolidation
basis on the Nasdaq Capital Market under the same symbol “PTLE” but under a new CUSIP number of G7377S127. The objective of
the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing
on the Nasdaq Capital Market.
As of the date hereof, 491,237,500
Class A Ordinary Shares and 11,250,000 Class B Ordinary Shares are outstanding. Upon the effectiveness of the Share Consolidation, every
80 issued and outstanding Ordinary Shares of no par value each will automatically be consolidated into one issued and outstanding Ordinary
Share of no par value each and 6,140,469 Class A Ordinary Shares and 140,625 Class B Ordinary Shares will be outstanding. No fractional
shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation
will be rounded up to the next whole number. The Share Consolidation affects all shareholders uniformly and will not alter any shareholder’s
percentage interest in the Company’s outstanding Ordinary Shares, except for adjustments that may result from the treatment of fractional
shares. The Share Consolidation was approved by the Company’s board of directors on February 11, 2026 and its shareholders on June
16, 2025.
A copy of the press release
dated February 24, 2026 is included as Exhibit 99.1 to this report.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated February 24, 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.
| Date: February 24, 2026 |
PTL Limited |
| |
|
|
| |
By: |
/s/ Ying Ying Chow |
| |
Name: |
Ying Ying Chow |
| |
Title: |
Chief Executive Officer |
3
Exhibit 99.1
PTLE Announces 1-for-80 Share Consolidation
Hong Kong, Feb. 24, 2026 (GLOBE
NEWSWIRE) -- PTL Limited (NASDAQ: PTLE) (“PTL” or the “Company”), announces the approval of the proposed
1-for-80 share consolidation of the Class A ordinary shares (“Class A Ordinary Shares”) and Class B ordinary shares (“Class
B Ordinary Shares”, together with the Class A Ordinary Shares, the “Ordinary Shares”) of no par value each (the “Share
Consolidation”).
Beginning with the opening
of trading on February 27, 2026, being the market effective date, the Class A Ordinary Shares will be trading on a post-Share Consolidation
basis on the Nasdaq Capital Market under the same symbol “PTLE” but under a new CUSIP number of G7377S127. The objective of
the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing
on the Nasdaq Capital Market.
As of the date hereof, 491,237,500
Class A Ordinary Shares and 11,250,000 Class B Ordinary Shares are outstanding. Upon the effectiveness of the Share Consolidation, every
80 issued and outstanding Ordinary Shares of no par value each will automatically be consolidated into one issued and outstanding Ordinary
Share of no par value each and 6,140,469 Class A Ordinary Shares and 140,625 Class B Ordinary Shares will be outstanding. No fractional
shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation
will be rounded up to the next whole number. The Share Consolidation affects all shareholders uniformly and will not alter any shareholder’s
percentage interest in the Company’s outstanding Ordinary Shares, except for adjustments that may result from the treatment of fractional
shares. The Share Consolidation was approved by the Company’s board of directors on February 11, 2026 and its shareholders on June
16, 2025.
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
press release 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
