PTL Limited (PTLE) issues 60M shares in US$2.4M direct sale

Rhea-AI Filing Summary

PTL Limited completed a registered direct offering of 60,000,000 Class A ordinary shares at a purchase price of US$0.04 per share, generating approximately US$2.4 million in gross proceeds.

The shares were issued under an effective Form F-3 shelf registration and related prospectus supplement. PTL plans to use the net proceeds primarily for vessel acquisition, along with working capital and general corporate purposes.

Insights

Capital markets analyst

PTL Limited raises US$2.4M through new share issuance, modestly increasing cash while expanding its equity base.

PTL Limited closed a registered direct offering of 60,000,000 Class A ordinary shares at US$0.04 per share, for aggregate gross proceeds of about US$2,400,000. The transaction was executed under an effective Form F-3 shelf registration and a prospectus supplement dated December 9, 2025, indicating the capital raise was pre-registered and structured for rapid execution.

The company states that net proceeds will be used for vessel acquisition, working capital, and general corporate purposes. Allocating funds to vessel acquisition ties the raise directly to its operating assets, while working capital and general corporate uses provide flexibility for day-to-day needs.

This equity sale increases the number of shares outstanding, which can dilute existing holders’ ownership percentages, while adding new cash to the balance sheet. The net effect on shareholders depends on how effectively the proceeds are deployed into vessels and operations, alongside future disclosures in periodic reports that show the resulting financial performance.

Form 6-K: How Foreign Companies Report to the SEC →

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 December 2025

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 December 9, 2025, 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 December 12, 2025, the Company closed the Registered Direct Offering and issued an aggregate of 60,000,000 Class A ordinary shares, with no par value per share (the “Class A Ordinary Shares”), at a purchase price of US$0.04 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 December 9, 2025 (the “Prospectus Supplement”).

The Company received aggregate gross proceeds of approximately US$2,400,000. 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 December 9, 2025. 

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: December 15, 2025

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FAQ

What did PTL Limited (PTLE) report in its December 2025 update?

PTL Limited reported that it closed a registered direct offering of its Class A ordinary shares, issuing 60,000,000 shares at US$0.04 per share for gross proceeds of approximately US$2,400,000.

How many shares did PTL Limited (PTLE) issue and at what price?

The company issued 60,000,000 Class A ordinary shares, with no par value per share, at a purchase price of US$0.04 per share in the registered direct offering.

How much capital did PTL Limited (PTLE) raise in the offering?

PTL Limited received aggregate gross proceeds of approximately US$2,400,000 from the sale of 60,000,000 Class A ordinary shares.

What will PTL Limited (PTLE) 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 (PTLE) offering conducted?

The Class A ordinary shares were offered pursuant to PTL Limited’s registration statement on Form F-3 (File No. 333-291441), together with the base prospectus and a prospectus supplement dated December 9, 2025.

When did PTL Limited (PTLE) close its registered direct offering?

The company closed the registered direct offering and issued the shares on December 12, 2025.