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 September 2026
Commission File Number: 001-41674
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin’an District, Fuzhou City
Fujian Province, People’s Republic of China, 350001
(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
Shengfeng Development Limited, a Cayman
Islands exempted company (the “Company”) is furnishing this Report on Form 6-K to report the issuance of a press release announcing
that it will consolidate every fifteen (15) issued and unissued Class A Ordinary Shares of US$0.0001 par value each into one (1) Class
A Ordinary Share of US$0.0015 par value each, and every fifteen (15) issued and unissued Class B Ordinary Shares of US$0.0001 par value
each into one (1) Class B Ordinary Share of US$0.0015 par value each, at an extraordinary general meeting of shareholders (the “Reverse
Stock Split”).
The Company’s Class A Ordinary
Share is expected to trade on the Nasdaq Capital Market on the post-Reverse Stock Split basis under the current symbol “SFWL”
on September 8 (the “Effective Date”). The new CUSIP number for the Company’s Class A Ordinary Share post-Reverse Stock
Split is G8117B 119.
The Reverse Stock Split will not modify
any rights or preferences of the Company’s shares. Any fractional share in the total number of issued post-Reverse Stock Split ordinary
shares that would have resulted from the Reverse Stock Split will be rounded up to the nearest whole number. The par value of the Class
A Ordinary Shares and Class B Ordinary Shares will be proportionally increased from US$0.0001 to US$0.0015.
VStock Transfer, LLC, the Company’s
transfer agent, will act as the exchange agent for the Reverse Stock Split. Shareholders of record will receive information from VStock
Transfer, LLC regarding the transition. Shareholders who hold shares in book-entry form or through a broker or other nominee will have
their positions adjusted automatically to reflect the Reverse Stock Split and will not need to take any action. VStock Transfer, LLC can
be reached at 212-828-8436 to address questions regarding the exchange process.
A copy of the press release is attached hereto
as Exhibit 99.1.
Forward-Looking Statements
Certain statements in this Report contains
forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are
other than statements of historical facts. When The Company uses words such as “may,” “will,” “intend,”
“should,” “believe,” “expect,” “anticipate,” “project,” “estimate”
or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements
are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from
the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks
including, but not limited to, the following: the Company’s ability to achieve its goals and strategies, the Company’s future
business development and plans for future business development, including its financial conditions and results of operations, product
and service demand and acceptance, reputation and brand, the impact of competition and pricing, changes in technology, government regulations,
fluctuations in general economic and business conditions in China, and assumptions underlying or related to any of the foregoing and other
risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission (“SEC”). For these reasons,
among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional
factors are discussed in the Company’s filings with the SEC, including under the section entitled “Risk Factors” in
its annual report on Form 20-F filed with the SEC on March 27, 2026, as well as its current reports on Form 6-K and other filings, all
of which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements
to reflect events or circumstances that arise after the date hereof, except as may be required by law.
Incorporation by Reference
This Report on Form 6-K is hereby incorporated
by reference into the Registrant’s Registration Statement on Form F-3 (File No. 333-291051) to be a part thereof from the date on
which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 2, 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.
| |
SHENGFENG DEVELOPMENT LIMITED |
| |
|
|
| |
By: |
/s/ Yongxu Liu |
| |
Name: |
Yongxu Liu |
| |
Title: |
Chief Executive Officer, President, Director,
and Chairman (Principal Executive Officer) |
Date: September 2, 2026
Exhibit 99.1
Shengfeng Development Limited Announces 1-for-15
Reverse Stock Split with Marketplace Effective Date on September 8, 2026
FUZHOU, CHINA, September 2, 2026 (PR
NEWSWIRE) -- Shengfeng Development Limited (“Shengfeng” or the “Company”) (NASDAQ: SFWL), a contract
logistics company providing customers with integrated logistics solutions in China, today announced that it intends to effect a
1-for-15 reverse stock split of the Company’s Class A Ordinary Shares and Class B Ordinary Shares (the “Reverse Stock
Split”). The Company anticipates that the Class A Ordinary Shares will begin trading on the Nasdaq Capital Market on a
post-Reverse Stock Split basis upon the opening of the market on September 8, 2026 (the “Effective Date”).
Shareholders of the Company approved the reverse
stock split at an extraordinary general meeting of shareholders held on August 24, 2026.
On the Effective Date, the Reverse Stock Split
will reduce the number of outstanding Class A Ordinary Shares of the Company from approximately 40,617,513 to approximately 2,707,834
and Class B Ordinary shares of the Company from approximately 41,880,000 to approximately 2,792,000, respectively, notwithstanding the
reconciliation of fractional shares, and will affect all outstanding ordinary shares. Every fifteen outstanding Class A Ordinary Shares
will be converted into one new Class A Ordinary Share, and every fifteen outstanding Class B Ordinary Shares will be converted into one
new Class B Ordinary Share.
The Reverse Stock Split will not modify any rights
or preferences of the Company’s shares. Any fractional share in the total number of issued post-Reverse Stock Split ordinary shares
that would have resulted from the Reverse Stock Split will be rounded up to the nearest whole number. The par value of the Class A Ordinary
Shares and Class B Ordinary Shares will be proportionally increased from US$0.0001 to US$0.0015.
VStock Transfer, LLC, the Company’s transfer
agent, will act as the exchange agent for the Reverse Stock Split. Shareholders of record will receive information from VStock Transfer,
LLC regarding the transition. Shareholders who hold shares in book-entry form or through a broker or other nominee will have their positions
adjusted automatically to reflect the Reverse Stock Split and will not need to take any action. VStock Transfer, LLC can be reached at
212-828-8436 to address questions regarding the exchange process. The new CUSIP number for the Class A Ordinary Shares following the Reverse
Stock Split is G8117B 119.
About Shengfeng Development Limited
Shengfeng Development Limited is a contract
logistics company in China providing customers with integrated logistics solution services. Established in 2001, the Company has developed
extensive and reliable transportation networks in China. The Company provides integrated logistics solutions comprised of B2B freight
transportation services, cloud storage services, and value-added services. The Company applies well-established management system and
operation procedures to assist companies in China to increase efficiency and improve their own management systems with respect to transportation,
warehousing and time management. For more information, please visit the Company’s website: http://ir.sfwl.com.cn/.
Forward-Looking Statements
This press release contains forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When The Company uses words such as “may,” “will,” “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate
solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed
in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following:
the Company’s ability to achieve its goals and strategies, the Company’s future business development and plans for future
business development, including its financial conditions and results of operations, product and service demand and acceptance, reputation
and brand, the impact of competition and pricing, changes in technology, government regulations, fluctuations in general economic and
business conditions in China, and assumptions underlying or related to any of the foregoing and other risks contained in reports filed
by the Company with the U.S. Securities and Exchange Commission (“SEC”). For these reasons, among others, investors are cautioned
not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s
filings with the SEC, including under the section entitled “Risk Factors” in its annual report on Form 20-F filed with the
SEC on March 27, 2026, as well as its current reports on Form 6-K and other filings, all of which are available for review at www.sec.gov.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise
after the date hereof, except as may be required by law.
For more information, please contact:
Shengfeng Development Limited
Investor Relations Department
Email: ir@sfwl.com.cn
Shengfeng Development Limited
Samuel Xian
Phone: +86 591 8367 2798
Email: Huasen.Xian@sfwl.com.cn
