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CBL International Limited filed its Form 20-F for FY2025, describing its role as a marine fuel logistics and bunkering facilitator serving vessels across more than 70 ports in Asia Pacific, Europe, Australia, Africa and Central America.
The report highlights dependence on a small customer base, with the top five customers contributing 70.3%, 67.2% and 60.0% of revenue in FY2023, FY2024 and FY2025, alongside exposure to fuel price volatility, trade-credit constraints and geopolitical disruptions. It also discloses a Nasdaq minimum bid price deficiency and potential delisting risk, a dual-class share structure that gives CBL (Asia) Limited about 90.2% of total voting power, and a modest Class B share repurchase program.
CBL International Limited has called its annual general meeting of shareholders for April 28, 2026 at 10:00 a.m. Malaysia time in Kuala Lumpur. Shareholders will vote on electing or re-electing three directors and on ratifying MRI as the independent auditor for the year ended December 31, 2025.
Holders of Class A and Class B ordinary shares of record as of April 2, 2026 may vote, with Class A carrying ten votes per share and Class B one vote per share. As of that date, 27,500,327 ordinary shares were issued and outstanding, and MRI’s audit fee for 2025 totaled US$221,000.
CBL International Ltd executive Fung Chi Kwan, who serves as Vice President and Assistant CFO, filed an initial Form 3 as a reporting person for the company. This filing establishes his status as an insider but does not list any reportable holdings or transactions at this time.
CBL International Ltd filed an initial insider ownership report for He Yuan, who serves as a director and Senior Vice President. This Form 3 filing does not list any buy, sell, or other securities transactions in the excerpted data, and no derivative positions are shown.
CBL International Limited reported a change in its board of directors and committee leadership. On February 27, 2026, director Ulf Lothar Naujeck notified the company of his decision to resign from the Board, effective February 28, 2026. His resignation also ended his roles as chairman of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. The company stated that his resignation is not related to any disagreement with management, the Board, or company operations or policies.
On March 5, 2026, the Board appointed existing independent director Khai Fei Wong as chairman of the Compensation Committee and independent director Koon Liang Ong as a member of the Nominating and Corporate Governance Committee, filling the committee vacancies. After these moves, the Board has six members, including three independent directors. The company does not plan to immediately fill the Board vacancy created by Mr. Naujeck’s departure and will do so later at the Board’s discretion.
CBL International Limited received an additional 180-day extension from Nasdaq, until August 10, 2026, to regain compliance with the $1.00 minimum bid price requirement for its ordinary shares. The company may use options such as a reverse stock split to lift its share price. If the bid price does not reach at least $1.00 for ten consecutive business days within this period, Nasdaq may move to delist the shares, though the company could appeal.
Asian Strategy Limited filed an amended Schedule 13G reporting beneficial ownership of 1,534,984 Class B Ordinary Shares of CBL International Ltd, equal to 10.7% of that share class as of November 26, 2025, based on 14,325,327 Class B shares outstanding.
The filing states these shares give voting power equivalent to 1.1% of CBL International’s total outstanding voting power because Class A shares carry ten votes per share while Class B carry one. Asian Strategy’s managing director, Qu Zhiqiang, controls voting and disposition of these shares but disclaims beneficial ownership. The certification indicates the stake is held on a non‑control, passive basis.
CBL International Limited received an updated ownership report showing that CBL (Asia) Limited, together with its principals, beneficially owns 13,175,000 Class A Ordinary Shares, or 47.9% of the company’s ordinary shares treated as a single class. These 13,175,000 Class A shares, combined with the company’s dual-class voting structure where Class A carries ten votes per share and Class B carries one, represent 90.2% of CBL International’s total voting power as of November 26, 2025. CBL (Asia) Limited is owned 51% by Dr. Teck Lim Chia and 44% by Dr. Xiaoling Lu, and both are directors of CBL (Asia) Limited, so they are deemed to share voting and dispositive power over these shares.
CBL International Limited (BANL) reported the voting results of its extraordinary general meeting, where shareholders holding 23,621,736 ordinary shares, or about 85.89% of the 27,500,327 shares outstanding as of October 23, 2025, were present and constituted a quorum.
Shareholders approved a redesignation of the company’s authorized share capital into 30,000,000 Class A ordinary shares and 470,000,000 Class B ordinary shares, including reclassifying 13,175,000 issued shares held by CBL (Asia) Limited into Class A and all other issued shares into Class B. They also approved a potential share consolidation (reverse split) of all issued and unissued shares at a ratio between 1-for-2 and 1-for-20, with the exact ratio and effective date to be set by the board no later than August 27, 2026, and authorized adjournment of the meeting if needed.
CBL International Limited reported a governance update with the appointment of Mr. Yuan He to its board of directors, effective December 1, 2025. Mr. He has served as senior vice president of the company and its predecessor since 2015, overseeing the bunkering business division as well as management and strategic development, and brings over 17 years of experience in oil and gas-related industries and business management.
Under the company’s standard director service agreement, Mr. He will receive $2,700 per month for his board service. The company also issued a press release on November 19, 2025 announcing this appointment, which is included as an exhibit and incorporated by reference into its existing Form F-3 registration statement and related prospectus supplements.