PTL Limited (NASDAQ: PTLE) Meets Nasdaq Rule 5550(b) With $8,421,458 Equity

Rhea-AI Filing Summary

PTL Limited reports that Nasdaq has confirmed the company now meets the exchange’s continued listing standards. The company previously received a notice on July 18, 2025, that it did not satisfy either the minimum stockholders’ equity requirement of $2.5 million or the $35 million minimum market value of listed securities under Nasdaq Listing Rule 5550(b). Based on stockholders’ equity of $8,421,458 reported in a prior Form 6-K, Nasdaq staff determined that PTL Limited now complies with Listing Rule 5550(b) and has closed the matter, meaning the company’s Class A ordinary shares remain eligible for listing on the Nasdaq Capital Market.

Positive

• Nasdaq compliance restored: Based on stockholders’ equity of $8,421,458, PTL Limited now satisfies Nasdaq Listing Rule 5550(b), and the previous deficiency matter has been closed.

Negative

• None.

Insights

Equity & Listings Analyst

Nasdaq confirms PTL Limited now meets equity standards, closing a prior deficiency.

PTL Limited previously fell below Nasdaq’s continued listing requirements, triggering a notice on July 18, 2025 related to minimum stockholders’ equity of $2.5 million or a $35 million market value of listed securities under Listing Rule 5550(b). Such notices can eventually lead to delisting if not resolved.

Nasdaq staff has now reviewed PTL Limited’s reported stockholders’ equity of $8,421,458 from a Form 6-K filed on November 3, 2025 and concluded the company satisfies the applicable standards. The staff formally closed the matter, indicating no ongoing deficiency under Rule 5550(b) for the company’s Class A ordinary shares on the Nasdaq Capital Market.

This outcome removes the immediate compliance issue that had been flagged earlier in 2025. Future disclosures in company filings will show whether PTL Limited continues to maintain stockholders’ equity at levels consistent with Nasdaq’s requirements.

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 ended December 2025

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 Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

As previously disclosed, on July 18, 2025, PTL Limited (the “Company”) received a notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’ equity requirement of $2.5 million, as required under Nasdaq Listing Rule 5550(b)(1), or the minimum market value of listed securities requirement of $35 million for continued listing of the Company’s Class A ordinary shares with no par value on the Nasdaq Capital Market, as required under Nasdaq Listing Rule 5550(b)(2).

On November 28, 2025, the Company received a further notice from the Staff stating that, based on the stockholders’ equity of $8,421,458 reported in the Company’s Form 6-K filed on November 3, 2025, the Company now satisfies the applicable requirements of Nasdaq Listing Rule 5550(b). Accordingly, the Staff has closed this matter.

1

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
	By:	/s/ Ying Ying Chow
	Name:	Ying Ying Chow
	Title:	Chief Executive Officer

Date: December 2, 2025

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FAQ

Why did PTL Limited (PTLE) receive a Nasdaq notice in July 2025?

On July 18, 2025, PTL Limited received a notice from Nasdaq staff stating it was not in compliance with the continued listing requirements for the Nasdaq Capital Market under Listing Rule 5550(b), which includes a minimum stockholders’ equity of $2.5 million or a minimum market value of listed securities of $35 million.

How did PTL Limited (PTLE) regain compliance with Nasdaq Listing Rule 5550(b)?

Nasdaq staff reviewed PTL Limited’s reported stockholders’ equity of $8,421,458 in a Form 6-K filed on November 3, 2025, and determined that this level of equity satisfies the applicable requirements of Nasdaq Listing Rule 5550(b).

What did Nasdaq decide about PTL Limited’s prior deficiency notice?

After confirming that PTL Limited meets the equity requirement, Nasdaq staff closed the matter, meaning the earlier notice of non-compliance with Listing Rule 5550(b) is no longer active.

Which PTL Limited securities are affected by Nasdaq Listing Rule 5550(b)?

The rule applies to PTL Limited’s Class A ordinary shares with no par value listed on the Nasdaq Capital Market.

What are the specific Nasdaq thresholds mentioned for PTL Limited (PTLE)?

Nasdaq Listing Rule 5550(b) requires a minimum stockholders’ equity of $2.5 million under Rule 5550(b)(1) or a minimum market value of listed securities of $35 million under Rule 5550(b)(2) for continued listing on the Nasdaq Capital Market.