6-K
PS International Group Ltd. (PSIG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-42182
PS International Group Ltd.
Unit 1002, 10/FJoin-in Hang Sing CentreNo.2-16 Kwai Fung Crescent, Kwai ChungNew Territories, Hong Kong
(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 ☐
Reverse Stock Split
On June 17, 2025, certain shareholders of PS International Group Ltd. (the “Company”) who collectively held approximately 78.01% of the then total issued and outstanding voting power of the Company, approved a proposal authorizing the Company’s board of directors (the “Board”) to effect a consolidation of the issued shares of the Company at a ratio within a range of eight (8) shares into one (1) share to ten (10) shares into one (1) share, the exact ratio of which shall be determined by further action at the discretion of the the Board, but in no event shall cause the Company to fail qualifying for the continuing listing standards on the Nasdaq Capital Market, to be effective on a date on or prior to October 15, 2025 as may be determined by the Board and announced by the Company, so that a shareholder holding every eight (8) to ten (10) ordinary shares of US$0.0001 par value each will hold one (1) new ordinary share of par value ranging from US$0.0008 to US$0.001 each, and any fractional shares created as a result of the share consolidation would be rounded up to the nearest whole share.
On September 5, 2025, the Board approved a reverse stock split (the “Reverse Stock Split”) at a ratio of one (1) new share for every eight (8) issued and outstanding ordinary shares, and determined that the Reverse Stock Split would become legally effective on October 6, 2025. Trading of the Company’s ordinary shares of US$0.0008 par value each (the “Ordinary Shares”) on a split-adjusted basis on The Nasdaq Capital Market is expected to begin at the open of business on October 13, 2025 (the “Effective Date”). Following the Reverse Stock Split, each shareholder’s percentage ownership interest in the Company and the proportional voting power remain unchanged except for adjustments resulting from fractional shares, which will be rounded as disclosed in the Company’s press release. The Reverse Stock Split increases the par value per share of the Company’s ordinary shares to US$0.0008 but does not change the total number of authorized ordinary shares.
The Company’s Ordinary Shares will continue to trade under the symbol “PSIG”, but will trade under a new CUSIP number G7308J 113 effective as of the Effective Date.
The Company’s second amended and restated memorandum and articles of association approved at the June 17, 2025 annual general meeting already authorize the Board to implement such Reverse Stock Split without further amendment. A copy of the Company’s press release announcing the details of the Reverse Stock Split is furnished as Exhibit 99.1 to this Report on Form 6-K.
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated October 9, 2025 - PS International Group Ltd. Announces 8 for 1 Share Consolidation. |
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Signature
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.
| PS International Group Ltd. | |
|---|---|
| By: | /s/ Yee Kit Chan |
| Name: | Yee Kit Chan |
| Title: | Director and Chairman of the Board |
Date: October 9, 2025
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Exhibit 99.1
PS International Group Ltd. Announces 8 for1 Share Consolidation
Hong Kong, October 9, 2025 (GLOBE NEWSWIRE) -- PS International Group Ltd.. (“PSIG” or the “Company”) (Nasdaq: PSIG), a global logistics and supply chain solution provider, today announced that the Company’s board of directors approved on September 5, 2025 that the authorised, issued, and outstanding shares of the Company be consolidated on an 8-for-1 ratio (the “Share Consolidation”), with the marketplace effective date of October 13, 2025.
The objective of the share consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2), which pertains to the minimum bid price requirement, and maintain its listing on the Nasdaq Capital Market.
Beginning with the opening of trading on October 13, 2025, the Company’s ordinary shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same symbol “PSIG” but under a new CUSIP number, G7308J113.
As a result of the Share Consolidation, each 8 ordinary shares outstanding will automatically combine and convert to one issued and outstanding ordinary share. The Share Consolidation will affect all shareholders uniformly and will not alter any shareholder’s percentage ownership interest in the Company, except for minimal changes that may result from the treatment of fractional shares. No action is required by shareholders holding their shares through a brokerage account.
No fractional shares will be issued to any shareholders in connection with the share consolidation, and each shareholder will be entitled to receive one share of the Company in lieu of the fractional share of that class that would have resulted from the share consolidation.
At the time the share consolidation is effective, the Company’s authorised share capital will be changed from US$50,000 divided into 500,000,000 Shares, 400,000,000 of which shall be Ordinary Shares, US$0.0001 par value per share, and 100,000,000 shares of which shall be Undesignated Shares, US$0.0001 par value per share, to US$50,000 divided into 62,500,000 Shares of a par value of US$0.0008 each comprising 50,000,000 Ordinary Shares of a par value of US$0.0008 each and 12,500,000 Undesignated Shares of a par value of US$0.0008 each. The Company’s total issued and outstanding ordinary shares will be changed from 26,326,936 ordinary shares with a par value of US$0.0001 per share to approximately 3,290,867 ordinary shares with a par value of US$0.0008 per share.
About PS International Group Ltd.
PSI is a long-established global logistics and supply chain solution provider, specialized in air freight forwarding services, connecting businesses from Asian transportation hubs to the US and the rest of the world. We operate through our Operating Subsidiaries in Hong Kong, namely Profit Sail Int’l Express (H.K.) Limited and Business Great Global Supply Chain Limited, which derive revenue from air freight forwarding services, ocean freight forwarding services and supply chain ancillary services. more information, please visit the Company’s website at https:// www.psi-groups.com/.
Forward-Looking Statements
This press release contains “forward-looking statements.” Forward-looking statements reflect our current view about future events. 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 identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. 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 U.S. Securities and Exchange Commission.
For more information, please contact:
**PS International Group Ltd.**Man Kiu Chan
Chief Financial Officer
Email: joseph.chan@psi-groups.com