PTLE PTL Ltd

  

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

 

Exhibit No.		Description
99.1		Press Release dated November 6, 2024, announcing the exercise of the over-allotment option.

 

 

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
	By:	/s/ Ying Ying, CHOW
	Name:	Ying Ying, CHOW
	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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