PTL Limited (PTLE) closes $3.9M registered direct share sale to investors

Rhea-AI Filing Summary

PTL Limited has completed a registered direct offering of its Class A ordinary shares. The company issued 155,000,000 Class A ordinary shares at a purchase price of US$0.025 per share, raising aggregate gross proceeds of approximately US$3,875,000. The shares were sold under an effective Form F-3 shelf registration and a January 2026 prospectus supplement. PTL plans to use the net proceeds for vessel acquisition, working capital, and general corporate purposes, supporting its business operations and growth plans.

Insights

Capital markets and corporate finance analyst

PTL raises about US$3.9M via a large low-priced share issuance.

PTL Limited closed a registered direct offering of 155,000,000 Class A ordinary shares at US$0.025 per share, for gross proceeds of about US$3,875,000. The transaction was executed under an effective Form F-3 shelf and a January 2026 prospectus supplement, indicating a pre-cleared pathway to access equity capital.

The company states it intends to use the net proceeds for vessel acquisition, working capital, and general corporate purposes, tying this raise directly to funding fleet expansion and ongoing operations. Actual balance sheet impact will depend on offering expenses and how quickly the funds are deployed into vessels versus general liquidity.

This type of low-priced, high-share-count issuance can be meaningful for existing holders, but the excerpt does not provide shares outstanding or ownership context. Future SEC filings describing post-transaction capital structure and any vessel acquisitions funded with these proceeds will help clarify how this raise affects PTL’s scale and financing mix.

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 January 2026

Commission File Number: 001-42293

PTL LIMITED

(Translation of registrant’s name into English)

21 Bukit Batok Crescent

#24-71, WCGEGA Tower

Singapore 658065

(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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT 

As previously disclosed in the Current Report on Form 6-K of PTL Limited (the “Company”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 12, 2026, the Company entered into securities purchase agreements with certain investors in connection with a registered direct offering of its Class A Ordinary Shares (the “Registered Direct Offering”).

On January 16, 2026, the Company closed the Registered Direct Offering and issued an aggregate of 155,000,000 Class A ordinary shares, with no par value per share (the “Class A Ordinary Shares”), at a purchase price of US$0.025 per share. The Class A Ordinary Shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-291441) (the “Registration Statement”), initially filed with the Commission on November 12, 2025 and became effective on December 2, 2025 in accordance with the provisions of Section 8(a) of the Securities Act, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated January 6, 2026 (the “Prospectus Supplement”).

The Company received aggregate gross proceeds of approximately US$3,875,000. The Company intends to use the net proceeds from the Registered Direct Offering for vessel acquisition, working capital, and general corporate purposes.

The foregoing description of the securities purchase agreements does not purport to be complete and is qualified in its entirety by reference to the form of securities purchase agreements previously filed as Exhibit 10.1 to the Company’s Current Report on Form 6-K furnished to the Commission on January 12, 2026. 

This Report is incorporated by reference into the registration statement on Form F-3 (File No. 333-291441) of the Company, filed with the Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

This Report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report on Form 20-F for the year ended December 31, 2024, filed with the Commission on May 15, 2025, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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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.

	PTL Limited
	By:	/s/ Ying Ying Chow
	Name:	Ying Ying Chow
	Title:	Chief Executive Officer

Date: January 16, 2026

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FAQ

What did PTL Limited (PTLE) announce in this Form 6-K?

PTL Limited reported that it closed a registered direct offering of its Class A ordinary shares, issuing 155,000,000 shares at US$0.025 per share for gross proceeds of about US$3,875,000.

How much capital did PTL Limited raise in the January 2026 offering?

PTL Limited raised aggregate gross proceeds of approximately US$3,875,000 by selling 155,000,000 Class A ordinary shares at US$0.025 per share.

What will PTL Limited use the offering proceeds for?

The company intends to use the net proceeds from the registered direct offering for vessel acquisition, working capital, and general corporate purposes.

Under which registration statement was PTL Limited’s offering conducted?

The shares were offered pursuant to PTL Limited’s Form F-3 registration statement (File No. 333-291441), together with a base prospectus and a prospectus supplement dated January 6, 2026.

What type of securities did PTL Limited issue in this transaction?

PTL Limited issued Class A ordinary shares, with no par value per share, in a registered direct offering to certain investors.

Does this report make any new forward-looking statements by PTL Limited?

Yes. The report includes forward-looking statements about the company’s future business, plans, and use of proceeds, and it highlights that actual results may differ due to risks described in its Form 20-F and other SEC filings.