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 November 2024
Commission File Number: 001-42293
PTL LIMITED
(Translation of registrant’s name into English)
111 North Bridge Road
#23-06A
Peninsula Plaza
Singapore 179098
(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 ☐
On November 4, 2024, Dominari Securities LLC (“Dominari
Securities”), as the representative of the underwriters of the initial public offering of PTL Limited (the “Company”),
exercised its over-allotment option in full to purchase an additional 187,500 ordinary shares of the Company at the public offering price
of US$4.00 per share (the “Option”). The closing for the sale of the over-allotment shares took place on November 6, 2024.
As a result, the gross proceeds of the Company’s initial public offering, including the proceeds from the sale of the over-allotment
shares, totaled US$5,750,000, before deducting underwriting discounts and other related expenses.
A copy of the press release announcing the underwriters’
exercise of the Option is attached as Exhibit 99.1 and incorporated herein by reference. This report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
EXHIBITS INDEX
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.
| Date: November 6, 2024 |
PTL Limited |
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|
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By: |
/s/ Ying Ying, CHOW |
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Name: |
Ying Ying, CHOW |
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Title: |
Chief Executive Officer and Director |
2
Exhibit 99.1
PTL Limited Announced Full Exercise
of Underwriter’s Over-Allotment Option
Hong Kong, Nov. 06, 2024 (GLOBE NEWSWIRE) --
PTL Limited (Nasdaq: PTLE) (the “Company”), an established bunkering facilitator providing marine fuel logistics
services for vessel refueling, serving the Asia Pacific market, today announced that the underwriters of its previously announced
initial public offering (the “Offering”) have exercised their over-allotment option (the “Over-Allotment
Option”) in full to purchase an additional 187,500 ordinary shares at the public offering price of $4.00 per share, resulting
in additional gross proceeds of $0.75 million. After giving effect to the full exercise of the Over-Allotment Option, the total
number of ordinary shares sold by the Company in the Offering increased to 1,437,500 ordinary shares and the gross proceeds
increased to $5.75 million, before deducting underwriting discounts and other related expenses. The Over-Allotment Option
closing date was November 6, 2024. The ordinary shares began trading on the Nasdaq Capital Market October 16, 2024 under the symbol
“PTLE.”
The Company intends to use the net proceeds for
vessels acquisition, increasing inventory position to secure favorable volume discounts and credit terms, establishing a price hedging
mechanism, and other general corporate purposes.
The Offering was conducted on a firm commitment
basis. Dominari Securities LLC acts as the representative of the underwriters, with Revere Securities LLC acting as the co-underwriter
(collectively, the “Underwriters”) for the Offering. Ortoli Rosenstadt LLP, Ogier, David Fong & Co. and China Commercial
Law Firm act as U.S., British Virgin Islands, Hong Kong and People’s Republic of China legal counsels to the Company, respectively.
J&S Associate PLT acts as the reporting accountants of the Company. Loeb & Loeb LLP acts as legal counsel to the Underwriters
for the Offering.
A registration statement on Form F-1 relating
to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-281097), as amended,
and was declared effective by the SEC on September 30, 2024. The Offering was made by means of a prospectus, forming a part of the registration
statement. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the
prospectus relating to the Offering may be obtained, when available, from Dominari Securities LLC by email at info@dominarisecurities.com,
by standard mail to Dominari Securities LLC, 725 Fifth Avenue, 23rd Floor New York, NY 10022, or by telephone at (212) 393-4500; or from
Revere Securities LLC by email at contact@reveresecurities.com, by standard mail to Revere Securities LLC, 560 Lexington Avenue,
16th Floor, New York, NY 10022, or by telephone at +1 (212) 688-2350.
Before you invest, you should read the prospectus
and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press
release has been prepared for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to
buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
About PTL Limited
Headquartered in Hong Kong, we are an established
bunkering facilitator providing marine fuel logistics services for vessel refueling, primarily container ships, bulk carriers, general
cargo vessels, and chemical tankers. Targeting and serving the Asia Pacific market, we leverage our close relationships and partnership
within our established network in the marine fuel logistic industry, including the upstream suppliers and downstream customers, to provide
a one-stop solution for vessel refueling.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current
expectations, including the trading of its Ordinary Shares or the closing of the Offering. Investors can find many (but not all) of these
statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,”
“would,” “should,” “could,” “may” or other similar expressions. 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. The Company cautions investors that actual results may differ materially from the anticipated results and encourages
investors to read the risk factors contained in the Company’s final prospectus and other reports it files with the SEC before making
any investment decisions regarding the Company’s securities. 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.
Contacts
PTL Limited
Investor Relations
Email: info@petrolinkhk.com
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