YGMZF 6-K
MingZhu Logistics Holdings Ltd (YGMZF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number 001-39564
Mingzhu
Logistics Holdings Limited
(Translation of registrant’s name into English)
27F,
Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
(Address of principal executive offices)
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 ☐
On December 10, 2025, Mingzhu Logistics Holdings Limited, a Cayman Islands exempted company with limited liability (the “Company”) received notification from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that its securities will be delisted from the Nasdaq Capital Market and trading thereof will be suspended at the open of trading on December 12, 2025. The determination to delist the Company’s securities was a result of the Company’s violation of Nasdaq Listing Rules 5550(a)(2), the “Bid Price” Rule.
As disclosed previously, on October 20, 2025, the Company received a letter from Nasdaq notifying the Company that the Nasdaq staff has determined to delist the Company’s ordinary shares from The Nasdaq Capital Market (the “Delisting Determination”), because the bid price of the Company’s listed securities has closed at less than $1 per share over the previous 30 consecutive business days, and therefore it no longer complies with the Nasdaq Listing Rule 5550(a)(2). Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Rule. However, as disclosed on May 21, 2025, the Nasdaq Listing Qualifications Panel has imposed on the Company a Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A) for a period of one year since May 20, 2025, and the Company will not be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3) if the Company fails any listing standard during the one-year monitoring period. Rather, the Company will be subject to delisting determination promptly. The Company has until October 27, 2025 to request an appeal of the Delisting Determination to the hearing panel (the “Hearings Panel”). The Company requested such hearing to appeal the Delisting Determination on October 29, 2025. At a hearing before the Hearings Panel on December 9, 2025, the Company presented a plan to regain and maintain compliance with the Bid Price Rule predicated, inter alia, on reverse share split to regain compliance with the Bid Price Rule. The Hearings Panel determined to deny the request of the Company to continue its listing on Nasdaq on December 12, 2025.
The Company has 15 days after the date of the Hearings Panel’s decision to request that the Nasdaq Listing and Hearing Review Council (the “Council”) review the decision, or the Council may, on its own motion, determine to review the Hearings Panel’s decision within 45 calendar days after issuance of the written decision. Unless the Company submits a timely request for the Council’s review of the Hearings Panel’s delisting determination, the Company expects that a Form 25 will be filed with the U.S. Securities and Exchange Commission (the “SEC”), which would remove the Company’s securities from listing and registration on Nasdaq. The Company has determined it will request an appeal of the delisting determination by the Council. Requesting such a review will stay the filing of the Form 25 pending the Council’s review, but will not stay the suspension of trading in the Company’s shares on Nasdaq. There can be no assurance that the Council will grant the Company’s request for continued listing on Nasdaq.
As a result of the suspension in trading and delisting, there may be a very limited market in which the Company’s shares are traded. The Company expects to have its securities quoted in the Over-the-Counter market under the same symbols although the Company’s shareholders may find it difficult to sell their shares of the Company and the trading price of the Company’s securities, if any, may be adversely affected.
Forward-Looking Statements
This Form 6-K contains forward-looking statements that involve risks and uncertainties, including all the risk factors detailed from time to time in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Form 6-K. The Company does not intend to revise or update any forward-looking statement in this Form 6-K as a result of new information, future events or otherwise, except as required by law.
This report is incorporated by reference into each of (i) the registration statements on Form F-3, as amended (File No. 333-267839 and File No. 333-287552), filed with the Commission, 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.
Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated December 11, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| MINGZHU LOGISTICS HOLDINGS LIMITED | ||
| By: | /s/ Junfei Yang | |
| Name: | Junfei Yang | |
| Title: | Chief Financial Officer | |
Date: December 11, 2025
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Exhibit 99.1
Mingzhu Logistics Receives Nasdaq Delisting Notice，Plans Further Appeal
SHENZHEN, CHINA, December 11, 2025 – Mingzhu Logistics Holdings Limited (the “Company”), a Cayman Islands exempted company with limited liability, announced today that it received a notification from The Nasdaq Stock Market LLC (“Nasdaq”) on December 10, 2025. The notification stated that the Company’s securities will be delisted from the Nasdaq Capital Market, with trading suspended at the opening of trading on December 12, 2025.
The delisting determination stems from the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(2), commonly known as the “Bid Price” Rule. This rule requires listed companies to maintain a minimum closing bid price of $1 per share for 30 consecutive business days. Nasdaq first notified the Company of its non-compliance on October 20, 2025.
Typically, Nasdaq provides a 180-calendar day cure period for companies to regain compliance. However, due to a Discretionary Panel Monitor imposed on the Company by the Nasdaq Listing Qualifications Panel on May 20, 2025 (for a one-year term), the Company was not eligible for such a cure period. Following the initial delisting determination, the Company requested an appeal and presented its compliance plan – including a proposed reverse share split – at a hearing before the Nasdaq Hearings Panel on December 9, 2025. The Hearings Panel formally denied the Company’s appeal on December 10, 2025.
In response to the decision, the Company confirmed that it intends to file a further appeal with the Nasdaq Listing and Hearing Review Council within the 15-day deadline. While this appeal will delay the filing of Form 25 (which would finalize the delisting and deregistration with the U.S. Securities and Exchange Commission), it will not prevent the suspension of trading in the Company’s shares on Nasdaq as scheduled on December 12, 2025.
The Company noted that trading liquidity may become extremely limited following the Nasdaq suspension. It expects its securities to be quoted in the Over-the-Counter (OTC) market under the existing ticker symbols, but warned that shareholders may face difficulties in selling their shares, and any subsequent trading prices could be adversely affected.
A spokesperson for Mingzhu Logistics stated, “We are disappointed with the Hearings Panel’s decision but remain committed to exploring all available options to protect shareholder interests. The decision to appeal reflects our dedication to pursuing a favorable outcome for the Company and its investors.”
About MingZhu Logistics Holdings Limited (Nasdaq: YGMZ)
Established in 2002 and headquartered in Shenzhen, China, MingZhu Logistics Holdings Limited is a 4A-rated professional trucking service provider. Based on the Company’s regional logistics terminals in Guangdong Province, MingZhu Logistics Holdings offers tailored solutions to our clients to deliver their goods through our network density and broad geographic coverage across the country by a combination of self-owned fleets tractors and trailers and subcontractors’ fleets. For more information, please visit https://ir.szygmz.com/.
Forward-Looking Statements
The statements in this press release regarding the Company’s future expectations, plans and prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding plans, goals, objectives, strategies, future events, expected performance, assumptions and any other statements of fact that have not occurred. Any statements that contain the words “may”, “will”, “want”, “should”, “believe”, “expect”, “anticipate”, “estimate”, “calculate” or similar statements that are not factual in nature are to be considered forward-looking statements. Actual results may differ materially from historical results or from those expressed in these forward-looking statements as a result of a variety of factors. These factors include, but are not limited to, the Company’s strategic objectives, the Company’s future plans, market demand and user acceptance of the Company’s products or services, technological advances, economic trends, the growth of the trucking services market in China, the Company’s reputation and brand, the impact of industry competition and bidding, relevant policies and regulations, fluctuations in China’s macroeconomic conditions, and the risks and assumptions disclosed in the Company’s reports provided to the CSRC (China Security Regulatory Commission). For these and other related reasons, we advise investors not to place any reliance on these forward-looking statements, and we urge investors to review the Company’s relevant SEC filings for additional factors that may affect the Company’s future results of operations. The Company undertakes no obligation to publicly revise these forward-looking statements subsequent to the filing of these documents as a result of changes in particular events or circumstances.
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For further information, please contact. MingZhu Logistics Holdings Limited: Junfei Yang Email: [email protected] Phone: +86 131-2892-8512 |