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CBL International Limited (BANL) has updated its at-the-market equity program to offer up to US$2,368,291.60 of Class B ordinary shares through A.G.P./Alliance Global Partners under an amended sales agreement. This prospectus supplement replaces the February 28, 2025 supplement to reflect the company’s new dual-class share structure, a 1-for-13 share consolidation, and a recalculation of capacity under the Form F-3 General Instruction I.B.5 “baby shelf” cap.
The Class B shares are listed on Nasdaq under “BANL” and will be sold from time to time in transactions deemed to be an “at the market offering”, with AGP earning a 3.0% cash fee on gross proceeds. As of August 26, 2026, the aggregate market value of Class B shares held by non-affiliates was US$7,104,874.80, based on 518,604 non-affiliate shares at US$13.70 per share, allowing the company to fully utilize the new US$2.37 million capacity under the one‑third public float limitation.
Assuming all shares are sold at US$13.70, CBL International estimates net proceeds of about US$2.22 million, with an illustrative issuance of 172,868 Class B shares and resulting net tangible book value dilution of about US$4.12 per share to new investors. The company plans to use proceeds for general corporate purposes, including potential acquisitions, share repurchases under its existing program, and repayment of indebtedness, with broad discretion retained by management.
CBL International Ltd (BANL) submitted a Form 6-K as a foreign private issuer, primarily to file and cross-reference key offering-related documents. The report lists as exhibits the existing Sales Agreement with A.G.P./Alliance Global Partners, an Amendment No. 1 to that Sales Agreement dated August 28, 2026, and a Cayman Islands legal opinion from Conyers Dill & Pearman with its related consent. This Form 6-K, except for Exhibit 99.1, is incorporated by reference into CBL International Ltd’s existing Form F-3 registration statement (File No. 333-284228), making these updated agreement and legal opinion part of the effective shelf registration framework.
CBL International Limited (BANL) reported a strong first half of 2026, highlighted by a return to profitability and a special cash dividend of $0.10 per share payable on September 18, 2026 to shareholders of record on August 28, 2026. Revenue for the six months ended June 30, 2026 rose 49.2% to $395.6 million, driven mainly by higher marine fuel prices amid Middle East tensions and a 10.9% increase in sales volumes. Gross profit grew 140.5% to $6.53 million, with gross margin expanding from 1.02% to 1.65%, supporting net income of about $1.50 million versus a prior-year loss.
CBL expanded its global service network to more than 70 ports and reduced sales concentration among its top five customers to below 60%, while revenue from the top 12 global container liners rose to 68.6% of sales. In April 2026, it acquired a 50.5% stake in Green Marine Energy Holdings for a total consideration of $4.81 million, adding sustainable feedstock distribution and biofuel bunkering capabilities in Malaysia and generating provisional goodwill of $4.78 million. Working capital stood at $16.1 million and cash at $11.1 million as of June 30, 2026, supported by expanded banking and receivables facilities, although interest expense rose to $732,087 and unrealized derivative losses of $2.13 million were absorbed in cost of revenue. Biofuel performance was weak amid regulatory delays and softer regional demand, but the company continues to develop its B24 biofuel and LNG offerings. A 1-for-13 reverse share split effective July 20, 2026 helped BANL regain compliance with Nasdaq’s minimum bid price requirement.
CBL International Limited reports that on August 3, 2026 Nasdaq confirmed the company had regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 per share bid price for continued listing, and stated that the compliance matter is closed. This followed an initial deficiency notice on August 12, 2025 and two 180-day compliance periods extending through August 10, 2026.
To address the bid-price deficiency, the company effected a 1-for-13 share consolidation of its Class A and Class B ordinary shares effective July 20, 2026. The Class B shares continue to trade on the Nasdaq Capital Market under the symbol “BANL” with a new CUSIP. CBL International operates as a marine fuel logistics and bunkering facilitation business serving vessels in over 70 major ports worldwide.
Straits Energy Resources Berhad reports its beneficial ownership of Class B ordinary shares of CBL International Ltd. It holds 7,504,636 Class B shares, representing 52.39% of this class, with sole voting and sole dispositive power over all reported shares. The percentage is based on 14,325,327 Class B ordinary shares outstanding as disclosed in CBL International Ltd’s Form 20-F filed on April 17, 2026.
CBL International Limited plans a 1-for-13 consolidation of its Class A and Class B ordinary shares, effective July 20, 2026, so that the Class B shares trade on a post-consolidation basis on the Nasdaq Capital Market under the existing symbol BANL. The action is primarily intended to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2) on minimum bid price.
Each block of 13 issued and outstanding shares will become 1 share, with par value increasing from USD0.0001 to USD0.0013, and fractional entitlements rounded up to the next whole share at the participant level. The consolidation applies uniformly and is not expected to change individual percentage ownership, aside from minor effects from rounding. Shareholders approved the move at an extraordinary general meeting on November 26, 2025, and the board implemented it via unanimous written resolutions dated June 23, 2026. This report is also incorporated by reference into the company’s existing Form F-3 registration statement.
CBL International Limited reported the voting results of its 2026 annual general meeting held in Kuala Lumpur. As of the record date of April 2, 2026, the company had 13,175,000 Class A ordinary shares with ten votes each and 14,325,327 Class B ordinary shares with one vote each, for 146,075,327 total votes outstanding. A total of 142,690,842 votes were represented in person or by proxy, establishing a valid quorum.
Shareholders elected or re-elected three directors for three-year terms: Mr. Yuan He (142,678,817 votes for), Dr. Teck Lim Chia (142,679,361 votes for), and Mr. Khai Fei Wong (142,679,498 votes for). Shareholders also approved the ratification of MRI Moores Rowland LLP as independent registered public accounting firm for the fiscal year ended December 31, 2025, with 142,690,181 votes for.
CBL International Limited has acquired a 50.5% majority stake in Green Marine Energy Holdings Limited (GMH) through a wholly owned subsidiary, supported by a corporate guarantee to the sellers. GMH operates feedstock trading for sustainable aviation fuel and biofuels, and provides ship biofuel and conventional bunkering services in Malaysia.
The deal expands CBL’s role in the sustainable fuel supply chain while reinforcing its core marine fuel logistics business. GMH’s licenses to trade SAF and biofuel feedstocks and supply both conventional and biofuel bunkers in Malaysian waters position the combined group to develop low‑carbon fuel solutions at key ports such as Port Klang.
CBL International Limited reported full-year 2025 results showing softer revenue but stronger fundamentals. Revenue was $538.49 million, down 9.1% from $592.52 million in 2024 as lower global bunker fuel prices followed a 14.1% drop in Brent crude. Despite this, sales volume grew 8.0% as the company expanded its port network, won new customers, and deepened relationships with existing clients.
Net loss improved to $2.99 million in 2025 from $3.90 million in 2024, helped by a 20.7% reduction in operating expenses to $6.91 million. Gross profit was $4.47 million versus $5.37 million a year earlier, reflecting competitive pricing in a weaker oil price environment. EPS improved to $(0.108) from $(0.136).
Cash generation strengthened, with operating cash flow turning positive at $4.00 million in 2025 compared with a $1.94 million outflow in 2024, supported by better working capital management. Strategically, CBL doubled its port coverage since its March 2023 IPO to over 70 ports across five continents, reduced revenue dependence on its top five customers, and grew exposure to bulk carriers and oil and gas tankers.
The company continued to build a sustainability profile, increasing biofuel sales volume by 7.1%, completing its first LNG bunkering at Xiaomo Port, and earning an EcoVadis Silver Medal that places it in the top 15% of assessed organizations for ESG performance. Management emphasizes margin recovery and profitable growth as the expanded network, diversified customer base, cost discipline, and low-carbon fuel capabilities position CBL for a recovering maritime market.