[SCHEDULE 13D] PTL LTD SEC Filing

Rhea-AI Filing Summary

Ying Ying Chow reports beneficial ownership of 11,250,000 Class B ordinary shares of PTL Limited, representing 30.10% of the companys issued shares and approximately 95.54% of total voting power because each Class B share carries fifty votes. The ownership arises through PTLE Limited, a BVI company now wholly owned by Ms. Chow after share transfers on March 22, 2024 and August 8, 2025 funded from her personal funds.

The filing explains a prior share split and a June 16, 2025 corporate action that re-designated shares into a dual-class structure where PTLE Limiteds shares became non-convertible Class B shares. Ms. Chow is Director and CEO, holds sole voting and dispositive power over the reported shares, states the shares are held for investment, and intends to continue active participation in management.

Positive

• Significant voting control: Reporting person holds approximately 95.54% of voting power through Class B shares.
• Sole ownership of PTLE Limited: Reporting person became sole shareholder after transfers, consolidating control.
• Personal funding: Purchases were funded from the reporting persons personal funds, indicating financial commitment.
• Active management intent: Reporting person intends to continue active participation in the issuers management and strategy.

Negative

• Concentrated governance: Dual-class structure yields very high voting concentration in one person, limiting minority voting influence.
• Non-convertible Class B shares: The Class B shares are not convertible into Class A shares, entrenching control.
• Potential governance risk: Sole dispositive and voting power by one individual centralizes decision authority.

Insights

Securities Analyst

TL;DR: Reporting person gains dominant voting control (95.54%) via dual-class shares while holding 30.10% of economic interest.

The Schedule 13D discloses a concentrated control position created by a June 16, 2025 reclassification that left 11,250,000 shares as Class B with fifty votes each. From an investor assessment perspective, this is material: Ms. Chows sole ownership of PTLE Limited and sole voting/dispositive power means strategic and governance decisions will be strongly influenced by one individual. The funding sources are personal, establishing alignment of interest between the reporting person and PTLE Limiteds holdings. The filing declares no recent open-market transactions and states the shares are held for investment while the reporting person will remain active in management, which is consistent with control ownership rather than passive stake.

Corporate Governance Expert

TL;DR: Dual-class structure grants near-total voting control to the reporting person, raising governance concentration considerations.

The document plainly describes a share redesignation that converted PTLE Limiteds stake into non-convertible Class B shares with 50 votes each, resulting in approximately 95.54% voting power for the reporting person. That degree of concentrated voting control is governance-relevant and materially affects minority shareholder influence. The reporting persons stated intent to remain active in management confirms ongoing operational influence. The filing lists related share purchase agreements as exhibits, supporting traceability of the ownership transfers funded from personal funds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PTL Limited

(Name of Issuer)

Class A ordinary shares, with no par value

(Title of Class of Securities)

G7377S119

(CUSIP Number)

c/o Ying Ying Chow
21 Bukit Batok Crescent, #24-71, WCEGA Tower
Singapore, U0, 658065
65 90573550

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/10/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G7377S119

1

Name of reporting person

Ying Ying Chow

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,250,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,250,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,250,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

30.10 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* Each of the Class A ordinary shares has one vote per share, while each of the Class B ordinary shares has fifty (50) votes per share. Based on the 26,237,500 class A ordinary shares and 11,250,000 class B ordinary shares of the Issuer reported in the Issuer's current report on Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") on May 28, 2025, June 17, 2025, and June 26, 2025, the 11,250,000 Class B Ordinary Shares beneficially owned by Ms. Ying Ying Chow represent approximately 95.54% of the total voting power of the Issuer's outstanding share capital. ** PTLE Limited owns 11,250,000 class B ordinary shares of PTL Limited (the "Issuer"), representing 30.10% of its total issued and outstanding shares. PTLE Limited is a company incorporated under the laws of the British Virgin Islands, and is wholly owned by Ms. Ying Ying Chow. Class A and Class B Ordinary Shares are treated as a single class for this calculation.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, with no par value
(b)	Name of Issuer: PTL Limited
(c)	Address of Issuer's Principal Executive Offices: 21 Bukit Batok Crescent, #24-71, WCEGA Tower, Singapore, SINGAPORE , 658065.
Item 2.	Identity and Background
(a)	Ms. Ying Ying Chow (the "Reporting Person")
(b)	C/O PTL Limited, 21 Bukit Batok Crescent, #24-71, WCEGA Tower, Singapore 658065.
(c)	The Reporting Person is a Director and Chief Executive Officer of the Issuer.
(d)	During the past five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e)	During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a Hong Kong citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	On March 22, 2024, Mr. Tak Wing Ho, the then-sole-shareholder of PTLE Limited, transferred three shares of PTLE Limited to the Reporting Person for a total consideration of US$810,000, which was funded from the Reporting Person's personal funds. On July 11, 2024, in preparation of its initial public offering, the Issuer effected a share split of its issued and outstanding ordinary shares at a ratio of 11,250,000 for one, resulting in PTLE Limited holding 11,250,000 ordinary shares of the Issuer immediately after the share split. As previously disclosed in the Issuer's current reports on Form 6-K filed with the SEC on June 17, 2025, and June 26, 2025, on June 16, 2025, the shareholders of the Issuer approved amendments to its memorandum and articles of association to create a dual-class share structure (the "Share Redesignation"). Pursuant to the Share Redesignation: (i) the 11,250,000 ordinary shares of the Issuer held by PTLE Limited were re-designated as 11,250,000 Class B ordinary shares, each carrying fifty (50) votes per share and not convertible into Class A ordinary shares; (ii) all other issued and outstanding ordinary shares were re-designated as Class A ordinary shares, each carrying one (1) vote per share and not convertible into Class B ordinary shares; and (iii) the remaining authorized but unissued ordinary shares were re-classified into Class A ordinary shares and Class B ordinary shares. On August 8, 2025, Mr. Ho transferred seven shares in PTLE Limited to the Reporting Person for total consideration of US $300,000, which was also funded from the Reporting Person's personal funds. As a result, the Reporting Person became the sole shareholder of PTLE Limited and, through PTLE Limited, is deemed to have sole voting and dispositive power over the 11,250,000 Class B ordinary shares of the Issuer held by PTLE Limited.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the securities of the Issuer as part of a corporate reorganization undertaken in preparation for the Issuer's initial public offering. The Reporting Person holds the Shares for investment purposes. The Reporting Person intends to continue actively participating in the Issuer's management and strategic direction. Except as set forth herein, the Reporting Person does not have any present plans or proposals that would result in any of the actions described in paragraphs (a) through (j) of Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Incorporated by reference to Items 11 and 13 of the Cover Page.
(b)	Incorporated by reference to Items 7-10 of the Cover Page.
(c)	The Reporting Person has not engaged in any transactions in the class of securities reported on that were effected during the past sixty days.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the Issuer's securities requiring disclosure under this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Share Purchase Agreement dated March 22, 2024, by and between Mr. Tak Wing Ho and Ms. Ying Ying Chow, under which Mr. Ho transferred an aggregate of 3 ordinary shares of PTLE Limited to Ying Ying Chow for US$810,000. Exhibit B - Share Purchase Agreement dated August 8, 2025, by and between Mr. Tak Wing Ho and Ms. Ying Ying Chow, under which Mr. Ho transferred an aggregate of 7 ordinary shares of PTLE Limited to Ying Ying Chow for US$300,000. Exhibit C - Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ying Ying Chow

Signature:	/s/ Ying Ying Chow
Name/Title:	Ying Ying Chow/Director and Chief Executive Officer of PTL Limited
Date:	09/10/2025

FAQ

Who filed the Schedule 13D for PTLE and what stake was reported?

The filing was made by Ying Ying Chow, reporting beneficial ownership of 11,250,000 Class B ordinary shares, representing 30.10% of issued shares.

How much voting power does Ying Ying Chow control in PTL Limited (PTLE)?

Due to the dual-class structure where each Class B share has 50 votes, the reported shares represent approximately 95.54% of total voting power.

How were the shares acquired and funded?

Shares were acquired through PTLE Limited following share transfers on March 22, 2024 and August 8, 2025, with the consideration funded from the reporting persons personal funds.

What corporate action created the dual-class structure?

Shareholders approved amendments on June 16, 2025 that re-designated existing ordinary shares into Class A and non-convertible Class B shares, assigning 50 votes per Class B share.

Does the reporting person plan any changes to PTL Limited's operations or capital structure?

The filing states the reporting person holds the shares for investment purposes and intends to continue participating in management, and has no present plans for the actions listed in Item 4 paragraphs (a)-(j) except continued active participation.