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 August 2024
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): ☐
Closing
of Private Placement
As
disclosed in the Current Report on Form 6-K filed on July 22, 2024, CBL International Limited (the “Company”) entered into
a Securities Purchase Agreement (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”)
with an accredited investor (the “Buyer”). Pursuant to the Securities Purchase Agreement, the Buyer agreed to purchase
2,500,000 Ordinary Shares of the Company, par value $0.0001 per share (the “Shares”) at a purchase price of $0.55 per share
(the “Securities”).
On
August 22, 2024, the Company closed the Private Placement and received gross proceeds of approximately $1.375 million before deducting
any offering expenses payable by the Company. The Company did not pay any commission or placement fee in connection with the sale. The
Company intends to use the net proceeds to fund network development, alternative energy and biofuel supply development, future acquisitions
as well as working capital and general corporate purposes.
Based
in part upon the representations of the Buyer in the Securities Purchase Agreement, the offering and sale of the Securities is being
made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)
and Rule 506 of Regulation D under the Securities Act because the transaction was a private offering.
On
August 22, 2024, the Company issued a press release announcing the closing. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 6-K and is incorporated herein by reference.
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:
August 22, 2024 |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Press
Release
For
immediate release
CBL
INTERNATIONAL LIMITED
(Incorporated
in Cayman Islands with limited liabilities)
(NASDAQ:
BANL)
CBL
International Limited Announces $1.375 million
Private
Placement to Enhance Port Network and
Alternative
Energy Development
Hong
Kong, August 22, 2024 (GLOBE NEWSWIRE) — CBL International Limited (the “Company” or “CBL”) (NASDAQ:
BANL), the listing vehicle of Banle Group (“Banle” or “the Group”), a reputable marine fuel logistic company
in the Asia-Pacific region, today announced the completion of a private placement with an accredited investor (the “Purchasers”)
that was signed and disclosed on July 22, 2024. This transaction is part of the Group’s broader strategy to enhance its service
offerings in port network development and alternative energy sectors.
As
of August 22, 2024, the Company has fulfilled the closing conditions stipulated in the Securities Purchase Agreement, completed the issuance
of 2,500,000 shares of common stock, and received gross proceeds of approximately $1.375 million before deducting any offering expenses
payable by the Company.
The
net proceeds from this private placement will be utilized to further fund CBL’s network development, advance alternative energy
and biofuel supply development, and provide capital for future acquisitions as well as working capital and general corporate purposes.
Mr.
Teck Lim Chia, Chairman & CEO of Banle Group, commented, “The completion of this capital raise is a positive step forward
for CBL. The investment which has no warrants reflects investor’s confidence in our strategic direction and will be used to support
the growth of our new energy and biofuel projects, further strengthening our position in these markets.”
The
Securities Purchase Agreement was structured to facilitate the long-term stability and growth of the Company. To ensure a smooth and
orderly transition during the initial investment phase, certain provisions have been incorporated to temporarily restrict the transfer
of shares.
In
connection with the private placement, CBL has also entered into a Registration Rights Agreement with the Purchasers. Under this agreement,
CBL will seek to file a registration statement with the Securities and Exchange Commission (SEC) within 30 days following the closing
of the private placement. The Company is committed to using commercially reasonable efforts to have the registration statement declared
effective as soon as reasonably practicable.
The
shares of common stock issued in the private placement have not been registered under the Securities Act of 1933, as amended, or any
state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration
requirements.
For
more information about this transaction, please refer to the Company’s Current Report on Form 6-K filed with the SEC, which includes
the full text of the Securities Purchase Agreement and the Registration Rights Agreement.
About
the Banle Group
CBL
International Limited (Nasdaq: BANL) is the listing vehicle of Banle Group, a reputable marine fuel logistic company based in the Asia
Pacific region that was established in 2015. We are committed to providing customers with one stop solution for vessel refuelling. Banle
Group’s business activities are primarily focused in over 55 major ports covering Belgium, China, Hong Kong, India, Japan, Korea,
Malaysia, Mauritius, Singapore, Taiwan, Thailand, Turkey and Vietnam, as of 15 May 2024. The Group actively promotes the use of alternative
fuels and is awarded with the ISCC EU and ISCC Plus certifications.
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,” “plan,” “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 BANL’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 BANL. 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, markets, financial, political and legal conditions, geopolitical disruptions and other events that result in material changes
in fuel prices. 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.
For
more information, please contact:
CBL
International Limited
Email:
investors@banle-intl.com
Strategic
Financial Relations Limited
| Shelly
Cheng |
|
Tel：(852)
2864 4857 |
| Iris
Au Yeung |
|
Tel：(852)
2114 4913 |
| Email:
|
|
sprg_cbl@sprg.com.hk |
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