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 001-42181
DirectBooking
Technology Co., Ltd.
Room
2912, 29/F., New Tech Plaza
34
Tai Yau Street
San
Po Kong
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 ☐
Reverse
Split
On
December 14, 2025, the shareholders of DirectBooking Technology Co., Ltd. (the “Company”) approved, among other things, a
reverse stock split of the Company’s Class A ordinary shares (the “Class A Ordinary Shares”) and Class B ordinary shares
(the “Class B Ordinary Shares”), with the specific ratio to be determined by the board of directors of the Company (the “Board”)
(the “Reverse Split”).
On
January 23, 2026, the Board approved the Reverse Split at a ratio of 16-for-1, to be effective on February 17, 2026. Pursuant to the
Board resolutions, at the effective time of the Reverse Split, each 16 issued and unissued Class A Ordinary Shares will be automatically
combined into one Class A Ordinary Share, and each 16 issued and unissued Class B Ordinary Shares will be automatically combined into
one Class B Ordinary Share. Following the Reverse Split, the par value of each Class A Ordinary Share and each Class B Ordinary Share
will be changed from $0.00005 to $0.0008. All fractional shares resulting from the Reverse Split will not be issued to shareholders;
instead, any fractional entitlements will be rounded up to the next whole number.
To
effectuate the Reverse Split, the Company filed the relevant Board resolutions with the Cayman Islands Registrar on January 28, 2026.
The Company’s Class A Ordinary Shares will continue to trade on the Nasdaq Capital Market under the symbol “ZDAI” and
are expected to begin trading on a split-adjusted basis when the market opens on February 19, 2026. The new CUSIP number for the Class
A Ordinary Shares following the Reverse Split will be G7241B144.
Regulation
FD Disclosure.
On
February 17, 2026, the Company issued a press release announcing the Reverse Split. A copy of the press release is furnished as Exhibit
99.1 to this Report on Form 6-K and is incorporated herein by reference.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
current report on Form 6-K and the press release furnished as Exhibit 99.1 contain “forward-looking statements” within the
meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act. Forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from those projected. Please refer to the “Forward-Looking Statements” section in Exhibit 99.1 for additional
information.
EXHIBITS
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated February 17, 2026, announcing the Reverse Split |
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.
| |
DirectBooking
Technology Co., Ltd. |
| |
|
|
| |
By: |
/s/
Tan Yu |
| |
Name: |
Tan
Yu |
| |
Title: |
Chief
Executive Officer, Chairman of the Board and Director |
Date:
February 17, 2026
Exhibit
99.1
DirectBooking
Technology Co., Ltd. Announces 16-for-1 Share Consolidation
Hong
Kong, Feb. 17, 2026 — DirectBooking Technology Co., Ltd. (“DirectBooking Technology” or the “Company”,
Nasdaq: ZDAI) announced that its board of directors, by unanimous written resolutions dated January 23, 2026, approved the implementation
of a share consolidation (the “Share Consolidation”) to enable the Company to meet the minimum bid price requirement for
continued listing on The Nasdaq Capital Market, its current stock exchange. The Share Consolidation is scheduled to become effective
on February 17, 2026. The Company’s Class A Ordinary Shares will continue to trade on the Nasdaq Capital Market under the symbol
“ZDAI” and are expected to begin trading on a split-adjusted basis when the market opens on February 19, 2026.
The
Share Consolidation will be implemented at a ratio of 16 for 1. Upon the Share Consolidation becoming effective: (i) every 16 issued
and unissued Class A ordinary shares of the Company, with a par value of US$0.00005 per share, will be consolidated into one Class A
ordinary share, and the par value of each Class A ordinary share will be adjusted to US$0.0008; and (ii) every 16 issued and unissued
Class B ordinary shares of the Company, with a par value of US$0.00005 per share, will be consolidated into one Class B ordinary share,
and the par value of each Class B ordinary share will be adjusted to US$0.0008.
The
Company’s total authorized share capital will remain unchanged at US$250,000, but will be reclassified as follows: (i) 250,000,000
Class A ordinary shares with a par value of US$0.0008 each; and (ii) 62,500,000 Class B ordinary shares with a par value of US$0.0008
each.
The
board has also resolved that no fractional shares will be issued in connection with the Share Consolidation. Any fractional share entitlement
arising from the consolidation ratio will be rounded to the nearest whole share at the participant level.
The
Share Consolidation is also intended to streamline the Company’s share capital structure without changing existing shareholders’
proportional ownership interests or the current dual-class voting rights arrangement, while providing greater flexibility for potential
future financings and capital markets activities.
About
DirectBooking Technology Co., Ltd.
The
Company is a holding company incorporated in the Cayman Islands, and its operations are conducted through its Hong Kong operating subsidiary,
Primega Construction Engineering Co. Limited. The Company provides transportation services in Hong Kong’s construction industry
and employs environmentally friendly practices with the aim of facilitating the reuse of construction and demolition materials and reducing
construction waste. The Company primarily handles the transportation of materials excavated from construction sites. The Company’s
services principally consist of (i) soil and rock transportation services and (ii) construction works, which mainly include excavation
and lateral support works and bored piling. The Company generally provides its services as a subcontractor to other construction contractors
in Hong Kong.
Safe
Harbor and Informational Statement
This
announcement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These statements are made under the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without limitation, those
with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that include the words
“believe,” “expect,” “anticipate,” “future,” “will,” “intend,”
“plan,” “estimate” or similar expressions, are “forward-looking statements.” Although the Company’s
management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be,
correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company’s future results
to differ materially from those anticipated. These forward-looking statements can change as a result of many possible events or factors,
not all of which are known to the Company, which may include, without limitation, our ability to timely and accurately respond to changes
in fashion trends and consumer preferences; management of customer concentration risk; reliance on third parties for supplies of raw
materials, manufacturing services and transport infrastructure; changes in government policies; overall economic conditions and local
market economic conditions; our ability to expand through strategic acquisitions and the establishment of new locations; compliance with
government regulations; legislation or regulatory environments; geopolitical events; and other events and/or risks outlined in the Company’s
filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date hereof, and
the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For
more information, please contact:
DirectBooking
Technology Co., Ltd.
tanyu@primegaghl.com
