PTL Limited (NASDAQ:PTLE) ("PTL" or the "Company"), announces the approval of the proposed 1-for-80 share consolidation of the Class A ordinary shares ("Class A Ordinary Shares") and Class B ordinary shares ("Class B Ordinary Shares", together with the Class A Ordinary Shares, the "Ordinary Shares") of no par value each (the "Share Consolidation").
Beginning with the opening of trading on February 27, 2026, being the market effective date, the Class A Ordinary Shares will be trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol "PTLE" but under a new CUSIP number of G7377S127. The objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.
As of the date hereof, 491,237,500 Class A Ordinary Shares and 11,250,000 Class B Ordinary Shares are outstanding. Upon the effectiveness of the Share Consolidation, every 80 issued and outstanding Ordinary Shares of no par value each will automatically be consolidated into one issued and outstanding Ordinary Share of no par value each and 6,140,469 Class A Ordinary Shares and 140,625 Class B Ordinary Shares will be outstanding. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. The Share Consolidation affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's outstanding Ordinary Shares, except for adjustments that may result from the treatment of fractional shares. The Share Consolidation was approved by the Company's board of directors on February 11, 2026 and its shareholders on June 16, 2025.