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: 001-42604
TMD
Energy Limited
(Exact
name of Registrant as specified in its charter)
B-10-06,
Block B, Plaza Mont Kiara
No.
2, Jalan Kiara, Mont Kiara
50480
Kuala Lumpur
Wilayah
Persekutuan, West Malaysia
(Address
of principal executive office)
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 ☐
Voting
Results of the 2026 Annual General Meeting
TMD
Energy Limited (the “Company”) held its 2026 annual general meeting (the “Meeting” or “Annual
General Meeting”) of shareholders at 10:00 a.m. Malaysia time, October 7, 2026, at Dewan Presiden, Kelab Golf Negara Subang,
Jalan SS 7/2, 47301 Petaling Jaya, Selangor, West Malaysia. As of the record date of August 28, 2026, there were 23,565,000 Ordinary
Shares, with each share entitled to 1 vote, representing a total of 23,565,000 shares and 23,565,000 total votes,
constituting all of the outstanding voting securities of the Company. Holders of 19,625,182 ordinary shares voted, with 19,625,182
votes represented in person or by proxy. Therefore, a quorum of a majority of the ordinary shares outstanding and entitled to vote at
the annual general meeting of shareholders as of the record date of August 28, 2026 was reached. The final voting results for each matter
submitted to a vote of shareholders at the meeting are as follows:
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For |
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Against |
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Abstain |
| Proposal
One |
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RESOLVED
as an ordinary resolution that:
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19,417,360 |
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205,378 |
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2,444 |
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(i) the authorized
share capital of the Company be redesignated and reclassified from US$50,000 divided into 500,000,000 shares of par value US$0.0001
each (the “Ordinary Shares”) to US$50,000 divided into 400,000,000 class A ordinary shares of par value US$0.0001
each (the “Class A Ordinary Shares”) and 100,000,000 class B ordinary shares of par value US$0.0001 each (the
“Class B Ordinary Shares”) by taking the following steps (the “Share Redesignation”): |
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(a) |
all
issued Ordinary Shares (except for the 10,000,000 Ordinary Shares held by Straits Energy Resources Berhad) be and are hereby redesignated
and reclassified into Class A Ordinary Shares on a one-for-one basis, each conferring the holder thereof one (1) vote per Class A
Ordinary Share on all matters subject to the vote at general meetings of the Company as set out in the Second Amended M&A (as
defined below), and each being not convertible into any Class B Ordinary Shares under any circumstances; |
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(b) |
10,000,000
issued Ordinary Shares held by Straits Energy Resources Berhad be and are hereby redesignated and reclassified into Class B Ordinary
Shares on a one-for-one basis, each conferring the holder thereof twenty (20) votes per Class B Ordinary Share on all matters subject
to the vote at general meetings of the Company as set out in the Second Amended M&A (as defined below); and each being convertible
into one Class A Ordinary Shares at the option of the holder thereof, at any time after issuance and without the payment of any additional
sum as set out in the Second Amended M&A (as defined below) and upon a transfer by the holder thereof to a party who is not an
Affiliate (as defined in the Second Amended M&A) of such holder, each Class B Ordinary Share shall be automatically and immediately
converted into one Class A Ordinary Share; and |
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(c) |
386,435,000
authorized but unissued Ordinary Shares be and are hereby redesignated and reclassified into Class A Ordinary Shares on a one-for-one
basis, and the remaining 90,000,000 authorized but unissued Ordinary Shares be and are hereby redesignated and reclassified into
Class B Ordinary Shares on a one-for-one basis; |
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(ii) the transfer
agent and share registrar of the Company be and are hereby authorized to update the shareholder list of the Company as may be necessary
to reflect the Share Redesignation; and |
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(iii) the registered
office service provider of the Company (the “RO Provider”) be and is hereby authorized and instructed to attend
to any necessary filings with the Registrar of Companies in the Cayman Islands (the “Registrar”) in connection
with the Share Redesignation. |
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For |
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Against |
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Abstain |
| Proposal
Two |
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RESOLVED
as a special resolution that, subject to the approval of Proposal One in connection with the Share Redesignation
above:
(i)
the second amended and restated memorandum and articles of association of the Company as set forth in Appendix A to the notice
of annual general meeting and the proxy statement (the “Second Amended M&A”) be adopted in substitution for and
to the exclusion of the amended and restated memorandum and articles of association of the Company currently in effect in its entirety
with immediate effect upon the passing of these special resolution; and
(ii)
the RO Provider be and is hereby authorized and instructed to file the Second Amended M&A (together with these special resolutions
or any necessary extract hereof) with the Registrar.
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19,413,665 |
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204,205 |
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7,312 |
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| Proposal
Three |
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3a. RESOLVED as an ordinary resolution
that Dato’ Sri Kam Choy Ho be re-elected as a director of the Company to serve for a three-year term or until he ceases to
be a director in accordance with the articles of association of the Company then in effect. |
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19,426,182 |
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191,785 |
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7,215 |
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3b.
RESOLVED as an ordinary resolution that Dato’ Leong Yan Yoong be re-elected as a director of the Company to
serve for a three-year term or until he ceases to be a director in accordance with the articles of association of
the Company then in effect.
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19,426,190 |
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191,777 |
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7,215 |
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3c.
RESOLVED as an ordinary resolution that Datin Fong Shiang Ng be re-elected as a director of the Company to serve
for a three-year term or until she ceases to be a director in accordance with the articles of association of the
Company then in effect.
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19,416,762 |
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201,205 |
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7,215 |
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3d. RESOLVED as an ordinary resolution
that Mr. Kok Chaw Leong be re-elected as a director of the Company to serve for a three-year term or until he ceases to be a director
in accordance with the articles of association of the Company then in effect. |
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19,421,719 |
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196,248 |
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7,215 |
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| Proposal
Four |
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RESOLVED as an ordinary resolution that
the re-appointment of J&S Associate PLT (“J&S”) as the independent auditor of the Company for the fiscal
year ended 30 June 2026 is hereby ratified and that the Board of Directors is hereby authorized to fix the remuneration of J&S. |
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19,421,132 |
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197,803 |
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6,247 |
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| Proposal
Five |
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RESOLVED
as an ordinary resolution that the chairman of the Annual General Meeting be and is hereby authorized to adjourn
the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies
if, based on the tabulated vote at the time of the Annual General Meeting, there are insufficient votes to approve
any of Proposals One, Two, Three or Four above.
To
transact any other business of which due notice shall have been given in accordance with the Act and the Company’s amended and
restated memorandum and articles of association (“M&A”).
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19,414,643 |
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203,043 |
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7,496 |
Copy
of the Second Amended and Restated Articles of Association is attached hereto as Exhibits 1.1. The Company also issued
a press release on October 7, 2026, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Exhibit
No. |
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Description |
| 1.1 |
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Second Amended and Restated Memorandum of Association of the Company |
| 99.1 |
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Press Release dated October 7, 2026 |
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.
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TMD
Energy Limited |
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By: |
/s/
Dato’ Sri Kam Choy Ho |
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Name: |
Dato’
Sri Kam Choy Ho |
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Title: |
Director
and Chief Executive Officer |
Date:
October 7, 2026
Exhibit 99.1
TMD
Energy Limited Announces Results of 2026 Annual General Meeting of Shareholders
KUALA
LUMPUR, MALAYSIA, October 7, 2026 (GLOBE NEWSWIRE) — TMD Energy Limited (“TMDEL” or the “Company”)
(NYSE American: TMDE), together with its subsidiaries, a Malaysia and Singapore based services provider engaged in integrated bunkering
services, which involves ship-to-ship transfer of marine fuels, ship management services and vessel chartering services, today announced
the results of the Company’s 2026 Annual General Meeting of Shareholders (“Annual General Meeting”) held at
Dewan Presiden, Kelab Golf Negara Subang, Jalan SS 7/2, 47301 Petaling Jaya, Selangor, West Malaysia on Wednesday, October 7, 2026
at 10:00 A.M. (Malaysia Time) (October 6, 2026 at 10:00 P.M. Eastern Time).
At
the Annual General Meeting, shareholders of the Company:
| 1. |
Approved
the redesignation and reclassification of the authorized share capital of the Company from 500,000,000 ordinary shares into 400,000,000
Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares. |
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| 2. |
Approved
the adoption of the second amended and restated memorandum and articles of association of the Company. |
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| 3. |
Re-elected
the following persons as directors of the Company (the “Directors”), each to serve for a three-year term or until
such person ceases to be a Director in accordance with the Company’s second amended and restated memorandum and articles of
association : |
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(a) |
Dato’
Sri Kam Choy Ho |
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(b) |
Dato’
Leong Yan Yoong |
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(c) |
Datin
Fong Shiang Ng; and |
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(d) |
Mr.
Kok Chaw Leong |
| 4. |
Ratified
the re-appointment of J&S Associate PLT (“J&S”) as the independent auditor of the Company for the fiscal
year ended 30 June 2026, and authorized the Board of Directors to fix the remuneration of J&S. |
About
TMD Energy Limited
TMDEL
and its subsidiaries (“TMDEL Group”) are principally involved in marine fuel bunkering services specializing in the
supply and marketing of marine gas oil and marine fuel oil of which include high sulfur fuel oil, low sulfur fuel oil and very low sulfur
fuel oil, to ships and vessels at sea. TMDEL Group is also involved in the provision of ship management services for in-house and external
vessels, as well as vessel chartering. As of today, TMDEL Group operates in 19 ports across Malaysia with a fleet of 15 bunkering vessels.
For more information, please visit the Company’s website at: www.tmdel.com.
Cautionary
Statement Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical or current fact included in this press release are forward-looking statements, including but not
limited to statements regarding the matters to be considered at the Annual General Meeting, the Company’s future business strategies,
growth prospects, market opportunities, operational plans, and financial position. Forward-looking statements may be identified by the
use of words such as “estimate”, “plan”, “project”, “forecast”, “intend”,
“will”, “expect”, “anticipate”, “believe”, “seek”, “target” or
other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements
are based on various assumptions, whether identified in this press release, and on the current expectations of the Company’s management
and are not predictions of actual performance.
The
Company cannot assure you the forward-looking statements in this press release will be accurate. These forward-looking statements are
subject to a number of risks and uncertainties, including those included under the heading “Risk Factors” in the Amendment
No. 3 to the Company’s Registration Statement on Form F-1 filed with the SEC on February 27, 2025, and other filings with the SEC.
There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties
in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.
The forward-looking statements in this press release represent the views of the Company as of the date of this press release. Subsequent
events and developments may cause those views to change. However, while the Company may update these forward-looking statements in the
future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these
forward-looking statements as representing the views of the Company as of any date subsequent to the date of this press release. Except
as may be required by law, the Company does not undertake any duty to update these forward-looking statements.
For
investor and media inquiries, please contact:
TMD
ENERGY LIMITED
e-Mail
: corporate@tmdel.com
WFS
INVESTOR RELATIONS
e-Mail
: services@wealthfsllc.com
