CBL International Ltd 6-K, filed Feb 11, 2026
CBL International Ltd (BANL)
About this 6-K
CBL International Ltd filed this 6-K on February 11, 2026.
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: 001-41657
CBL INTERNATIONAL LIMITED
(Registrant’s Name)
Level
23-2, Menara Permata Sapura
Kuala Lumpur City Centre
50088 Kuala Lumpur
Malaysia
(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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.
As previously disclosed in the Form 6-K furnished on August 15, 2025, CBL International Limited (the “Company”) received a written notice dated as of August 12, 2025 (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that, for the thirty (30) consecutive business days prior to the date of the Notice, the bid price for the Company’s ordinary shares had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq under Nasdaq Listing Rule 5550(a)(2). The Company was provided 180 calendar days, or until February 9, 2026, to regain compliance with the Nasdaq continued listing requirement.
The Company did not regain compliance with the minimum $1.00 bid price per share requirement during the first 180-calendar-day compliance period and submitted a written request to the Nasdaq’s staff to provide it with an additional 180-day compliance period to cure the deficiency.
On February 10, 2026, the Company received a letter from Nasdaq advising that the Company had been granted an additional 180-day extension, or until August 10, 2026, to regain compliance with the minimum bid price requirement. Nasdaq’s determination is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for listing on Nasdaq, with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
If at any time during this additional time period the closing bid price of the Company’s security is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance, and this matter will be closed. However, Nasdaq may, in its discretion, require the Company’s ordinary shares to maintain a bid price of at least $1.00 for a period in excess of 10 consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.
The Company will continue to monitor the closing bid price of its ordinary shares and may, if appropriate, consider implementing available options, including implementing a reverse stock split of its outstanding ordinary shares, to regain compliance with the minimum bid price requirement. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement during this 180-day extension or meet the other continued listing requirements of Nasdaq. If the Company does not regain compliance within the additional compliance period, Nasdaq will provide notice that the Company’s ordinary shares will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel, although there can be no assurance that such an appeal would be successful.
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 11, 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.
| CBL International Limited | ||
| By: | /s/ Teck Lim Chia | |
| Name: | Teck Lim Chia | |
| Date: February 11, 2026 | Title: | Chief Executive Officer |
Exhibit 99.1
Press Release
For immediate release
CBL INTERNATIONAL LIMITED
(Incorporated in the Cayman Islands with limited liabilities)
(NASDAQ: BANL)
CBL International Limited Granted Additional 180-Day Extension by Nasdaq to Regain Compliance with Minimum Bid Price Requirement
KUALA LUMPUR, February 11, 2026 — CBL International Limited (Nasdaq: BANL) (the “Company”), the listed vehicle of Banle Group (“Banle” or the “Group”), an Asia-Pacific based marine fuel facilitator, today announced that it has received notification from The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company an additional 180 calendar days, or until August 10, 2026, to regain compliance with Nasdaq’s minimum $1.00 per share bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2).
As previously disclosed, on August 12, 2025, the Company received written notice from Nasdaq that its ordinary shares had traded below the minimum $1.00 bid price for 30 consecutive business days. The Company was initially provided 180 calendar days, until February 9, 2026, to regain compliance. Following the Company’s request for an extension, Nasdaq has granted the additional compliance period based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable Nasdaq listing standards (other than the bid price requirement), as well as the Company’s commitment to cure the deficiency, which may include a reverse stock split if necessary.
To regain compliance, the closing bid price of the Company’s ordinary shares must be at least $1.00 per share for a minimum of ten consecutive business days during the extended period. Nasdaq may, in its discretion, require a longer sustained period (generally no more than 20 consecutive business days) before confirming compliance. If compliance cannot be demonstrated by August 10, 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 Nasdaq Hearings Panel.
Our management team and board remain fully committed to regaining compliance and are focused on executing our growth strategy in marine fuel logistics and sustainable alternative fuels. We will continue to monitor our share price and evaluate all available options to achieve compliance in a manner that serves the best interests of our shareholders.
About the Banle Group
CBL International Limited (Nasdaq: BANL) is the listing vehicle of Banle Group, a reputable marine fuel logistics company based in the Asia Pacific region that was established in 2015. We are committed to providing customers with a one-stop solution for vessel refueling, which is referred to as bunkering facilitator in the bunkering industry. We facilitate vessel refueling mainly through local physical suppliers in 65 major ports covering Belgium, China, Hong Kong, India, Japan, Korea, Malaysia, Mauritius, Panama, the Philippines, Singapore, Taiwan, Thailand, Turkey and Vietnam. The Group actively promotes the use of sustainable fuels and has been awarded the ISCC EU and ISCC Plus certifications, as well as EcoVadis Silver Medal.
For more information about our Company, please visit our website at: https://www.banle-intl.com.
Forward-Looking Statements
Certain statements in this announcement are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan,” “should,” “would,” “future,” “outlook,” “potential,” “project” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. They involve known and unknown risks and uncertainties and are based on various assumptions, whether or not identified in this press release and on current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, fuel prices and tariffs, market, financial, political and legal conditions. 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. 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, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
CBL INTERNATIONAL LIMITED
(Incorporated in the Cayman Islands with limited liabilities)
For more information, please contact:
CBL International Limited
Email: investors@banle-intl.com