TMD Energy plans NYSE American governance exemptions
The identified governance areas include board elections and composition, quarterly earnings statements, shareholder approvals and meeting quorum requirements.
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Rhea-AI Filing Summary
TMD Energy Ltd disclosed its reliance on the home-country-practice exemption under Section 110 of the NYSE American Company Guide and says it intends to follow Cayman Islands practices instead of certain NYSE American governance requirements, to the extent not contrary to federal securities laws, including Rule 10A-3. The identified areas are board election and composition, quarterly earnings statements, shareholder approval requirements and shareholder-meeting quorum requirements.
The company says its Cayman Islands counsel, Ogier, provided a letter addressing Cayman Islands law and the company’s second amended and restated memorandum and articles of association. Ogier said its review found no requirement in those articles for compliance with the NYSE Rules; its opinion is limited to Cayman Islands law and does not address NYSE American rules. The company intends to describe significant governance differences in its annual Form 20-F. The articles were adopted by special resolution passed October 7, 2026.
Key Terms
home country practice regulatory
Rule 10A-3 regulatory
quorum requirements regulatory
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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
(Registrant’s Name)
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 Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
TMD Energy Limited (the “Company”) is furnishing this report on Form 6-K to disclose its reliance on the home country practice exemption. As a company incorporated in the Cayman Islands and listed on the NYSE American, the Company is subject to the NYSE American corporate governance listing standards. Section 110 of the NYSE American Company Guide permits a foreign private issuer to follow its home country practice in lieu of certain of those requirements.
Ogier, the counsel to the Company as to the laws of the Cayman Islands, has provided a letter of confirmation, as required by the NYSE American, confirming that the governance practices adopted by the Company, in lieu of the Securities Exchange Rules, are compliant with the provisions of the laws of the Cayman Islands and its second amended and restated memorandum and articles of association.
A copy of the home country rule exemption letter from the Company’s legal counsel is attached hereto as Exhibit 99.1.
EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Home Country Rule Exemption Letter dated October 29, 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.
| TMD Energy Limited | ||
| By: | /s/ Dato’ Sri Kam Choy Ho | |
| Name: | Dato’ Sri Kam Choy Ho | |
| Date: October 29, 2026 | Title: | Director and Chief Executive Officer |
Exhibit 99.1
NYSE Regulation New York Stock Exchange (NYSE) 11 Wall Street New York, NY 10005 United States of America
|
D | +852 3656 6054 |
| E | nathan.powell@ogier.com | |
| D | +852 3656 6023 | |
| E | janice.chu@ogier.com | |
| Reference: JTC/SWL/519201.00002 |
29 October 2026
Dear Sirs
We act as Cayman Islands counsel to TMD Energy Limited, an exempted company incorporated in the Cayman Islands (the Company), for matters of Cayman Islands law only.
The Company has advised us that, pursuant to Section 110 of the NYSE American Company Guide (the Company Guide), it intends to follow its home country practice in lieu of certain requirements of the Company Guide (the NYSE Rules), to the extent not contrary to the federal securities laws (including but not limited to Rule 10A-3 under the Securities Exchange Act of 1934), regarding such matters as: (i) the election and composition of the Board of Directors; (ii) the issuance of quarterly earnings statements; (iii) shareholder approval requirements; and (iv) quorum requirements for shareholder meetings.
The Company has further advised us that, as required by Section 110 of the Company Guide, the Company intends to disclose in its annual report on Form 20-F any significant ways in which its corporate governance practices differ from those followed by domestic companies under NYSE American listing standards.
Under Cayman Islands law, the Company’s practice of following the provisions of the laws of the Cayman Islands in lieu of the NYSE Rules is not prohibited under any statutory legal provision of the Cayman Islands, unless it is otherwise specified in the Company’s memorandum and articles of association. Based upon our review of the second amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 7 October 2026 (the Memorandum and Articles), there is no requirement under the Memorandum and Articles requiring the Company to comply with the NYSE Rules.
We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the Cayman Islands. Specifically, we have made no independent investigation of the laws of the State of New York or the NYSE American rules and regulations, and we express no opinion as to the meaning, validity or effect of the NYSE American rules and regulations. This advice is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
[Signature page to follow]
Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong
T +852 3656 6000 F +852 3010 0960 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Joanne Collett Dennis Li Cecilia Li |
Yuki Yan David Lin Alan Wong Janice Chu Zhao Rong Ooi Rachel Huang** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡ |
* admitted in New Zealand ** admitted in England and Wales ‡ not ordinarily resident in Hong Kong |
Yours faithfully
/s/ Ogier
Ogier