CBL International raises $848K in private placement

After the 180-day transfer restriction expires, each purchaser may make up to two written resale-registration requests.

Rhea-AI Filing Summary

CBL International Limited (BANL) completed a private placement of 400,000 Class B ordinary shares at US$2.12 per share, generating US$848,000 in gross proceeds to the company before offering expenses. Berjaya Shipping Limited and Turcom International Limited each purchased 200,000 shares. The purchase price represented a 30% discount to the average closing price over the three-trading-day pricing period ending October 21, 2026.

Without additional payment, CBL granted each purchaser an option for up to 100,000 additional shares, or 200,000 in aggregate, at US$3.18 per share. Each option may be exercised for cash, in whole or in part, during the nine-month period following the October 23, 2026 closing; unexercised portions lapse at the end of that period. Full exercise of both options would provide US$636,000 in additional gross proceeds. CBL intends to use net proceeds from the placement and any option exercise for working capital and general corporate purposes.

Purchasers agreed not to sell, transfer, pledge or hedge the shares through the 180th day after closing, subject to stated exceptions. After the lock-up expires and upon written request, CBL will use commercially reasonable efforts to file a resale registration statement within 30 days; each purchaser may make no more than two requests.

Filing Explained

The placement securities remain unregistered, even though CBL incorporated this report into its Form F-3.

CBL International reports that the private placement closed on October 23, 2026, issuing 400,000 Class B shares for US$848,000 gross; the completed issuance increases the share count and reduces existing holders’ percentage ownership, absent offsetting changes.

The report is incorporated into CBL’s Form F-3, but the placement shares, options and any option shares are stated to be unregistered under the Securities Act.

Key Figures

Class B ordinary shares sold: 400,000 shares Subscription price: US$2.12 per share Gross proceeds: US$848,000 +5 more

8 metrics

Class B ordinary shares sold 400,000 shares Private placement completed October 23, 2026

Subscription price US$2.12 per share Private placement price

Gross proceeds US$848,000 Before offering expenses

Discount to average closing price 30% Three-trading-day pricing period ending October 21, 2026

Option Shares Up to 200,000 shares Aggregate maximum for both purchasers

Option exercise price US$3.18 per share Options granted to the purchasers

Option exercise period Nine months Following the October 23, 2026 closing

Additional gross proceeds upon full exercise US$636,000 If both options are exercised in full

Key Terms

private placement, Subscription Price, resale registration rights, Regulation S

4 terms

private placement financial

"in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Subscription Price financial

"the “Subscription Price”"

Subscription price is the set amount an investor pays to buy newly issued shares, bonds or units when a company offers them directly, such as in a rights issue or subscription offering. It matters because it determines how much an investor’s ownership cost will be, affects potential gains or losses and influences dilution of existing shareholders—think of it as a pre-order price that helps decide whether joining the new issue is worthwhile.

resale registration rights regulatory

"granted each Purchaser certain resale registration rights"

Resale registration rights are contractual rights that let certain shareholders ask a company to register their restricted or privately held shares so they can be sold publicly. Think of it as getting a permit to unlock and list shares on the open market; it increases liquidity and the ability to convert a private holding into cash. Investors care because these rights affect when and how quickly shares can be sold, and they can influence share supply and potential price pressure.

Regulation S regulatory

"and/or Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did BANL raise in its private placement?

CBL International received US$848,000 in gross proceeds before offering expenses from selling 400,000 Class B ordinary shares at US$2.12 each.

What options did BANL grant in the placement?

CBL granted each purchaser, without additional payment, an option for up to 100,000 additional Class B ordinary shares at US$3.18 per share. Each option is exercisable for cash in whole or in part during the nine-month period after the October 23, 2026 closing; unexercised portions lapse at the end of that period.

What are the BANL purchasers’ lock-up and resale registration terms?

Each purchaser agreed not to sell, transfer, pledge or hedge placement shares or option shares it acquires until the 180th day after closing, subject to stated exceptions, including qualifying affiliate transfers. After the lock-up expires and upon written request, CBL will use commercially reasonable efforts to file within 30 days; each purchaser may make no more than two requests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 08:00 AM EDT Accepted by SEC EDGAR 10/23/2026 - 08:00 AM EDT Learn about SEC filing dates

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 October 2026

Commission File Number: 001-41657

CBL INTERNATIONAL LIMITED

(Exact Name of Registrant as Specified in its Charter)

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 of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Private Placement of Class B Ordinary Shares and Grant of Options

On October 23, 2026, CBL International Limited (the “Company”) entered into a share purchase agreement with each of Berjaya Shipping Limited and Turcom International Limited (each, a “Purchaser” and together, the “Purchasers,” and each such agreement, a “Purchase Agreement”). Under the Purchase Agreements, the Company agreed to issue and sell to the Purchasers, in a private placement (the “Private Placement”), an aggregate of 400,000 Class B ordinary shares of the Company, par value US$0.0013 per share (the “Class B Ordinary Shares”), at a purchase price of US$2.12 per share (the “Subscription Price”), representing a 30% discount of the average closing price of the Company’s Class B Ordinary Shares over a three-trading-day pricing period ending on October 21, 2026. Each Purchaser purchased 200,000 Class B Ordinary Shares. The aggregate gross proceeds to the Company from the sale of the Class B Ordinary Shares are US$848,000, before deducting offering expenses. The closing of the Private Placement occurred on October 23, 2026.

In consideration of its subscription of the Class B Ordinary Shares, and without additional payment, the Company granted each Purchaser an option (each, an “Option”) to subscribe for up to 100,000 additional Class B Ordinary Shares (the “Option Shares”), or an aggregate of up to 200,000 Option Shares for both Purchasers. The Options have an exercise price of US$3.18 per share, representing a 50% premium on the Subscription Price. Each Option may be exercised for cash, in whole or in part, at any time during the nine-month period following the closing of the Private Placement. Any unexercised portion will lapse at the end of that period. If both Options are exercised in full, the Company will receive additional gross proceeds of US$636,000.

Each Purchaser agreed not to sell, transfer, pledge or hedge the Class B Ordinary Shares purchased in the Private Placement, or any Option Shares it acquires, until the 180th day after the closing of the Private Placement. Customary exceptions apply, including transfers to affiliates that agree to be bound by the lock-up.

The Company granted each Purchaser certain resale registration rights. After the lock-up period expires and upon a Purchaser’s written request, the Company will use commercially reasonable efforts to file, within 30 days, a registration statement on Form F-3 (or another available form) registering the resale of the Class B Ordinary Shares and Option Shares held by that Purchaser. Each Purchaser may make no more than two such requests.

The Company intends to use the net proceeds from the Private Placement, and from any exercise of the Options, for working capital and general corporate purposes.

The Class B Ordinary Shares sold in the Private Placement, the Options and the Option Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). They were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S under the Securities Act. They may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

The foregoing description of the Purchase Agreements is a summary and does not purport to be complete. It is qualified in its entirety by reference to the full text of the form of share purchase agreement, which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated herein by reference.

Incorporation By Reference

This current report on Form 6-K is hereby incorporated by reference into the registration statement of CBL International Limited on Form F-3 (File No. 333-284228), to be a part thereof from the date on which this current report on Form 6-K is submitted and to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Index

Exhibit No.		Description
10.1#		Form of the share purchase agreement between CBL International Limited and the purchaser, dated as of October 23, 2026

# Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission

2

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
Date: October 23, 2026	By:	/s/ Teck Lim Chia
		Teck Lim Chia
		Chief Executive Officer

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 132.2 KB