Core Points - PTL Limited has received a notice from Nasdaq indicating non-compliance with the minimum market value of listing securities (MVLS) requirement of US$35 million for its Class A Ordinary Shares [1][2] - The company has until January 14, 2026, to regain compliance by maintaining an MVLS of US$35 million or more for at least ten consecutive business days [1][4] - Additionally, the company has been notified that its Class A Ordinary Shares have been trading below the minimum bid price of US$1.00 per share for the last 30 consecutive business days [3][4] - The company is provided with a 180-day compliance period to address both the MVLS and minimum bid price deficiencies [4][5] - The company intends to monitor its market value and take necessary measures to regain compliance within the grace period [2][5] Company Overview - PTL Limited is headquartered in Hong Kong and operates as a bunkering facilitator, providing marine fuel logistics services primarily for container ships, bulk carriers, general cargo vessels, and chemical tankers [6] - The company targets the Asia Pacific market and leverages its established network and partnerships within the marine fuel logistics industry to offer a one-stop solution for vessel refueling [6]

PART I [Key Information](index=8&type=section&id=Item%203.%20Key%20Information) PTL Limited's corporate structure, cash transfer mechanisms, HFCAA compliance, PRC regulatory impacts, and auditor status are detailed, alongside an extensive list of risk factors - PTL Limited is a holding company incorporated in the **British Virgin Islands (BVI)**, with its primary operations conducted through its wholly-owned subsidiary, Petrolink Energy Limited, in **Hong Kong**[19](index=19&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - The company's auditor, **J&S Associate PLT**, is headquartered in **Malaysia** and is subject to **PCAOB inspection**, being **not subject to the PCAOB's Determination Report** regarding firms in Mainland China and Hong Kong, mitigating immediate risks under the HFCAA[49](index=49&type=chunk) - The company believes that PRC laws on cybersecurity and overseas listings do **not currently have a material impact** on its business, as its operations are in **Hong Kong**, but acknowledges the uncertainty of future PRC government intervention[52](index=52&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - As a holding company, PTL **relies on dividends** from its Hong Kong subsidiary to fund its requirements; there are currently **no restrictions on cash transfers from Hong Kong**, but the company notes the risk of future PRC government-imposed limitations[36](index=36&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) [Risk Factors](index=16&type=section&id=3.D.%20Risk%20Factors) This section details principal investment risks, including operational dependencies, marine fuel price volatility, Hong Kong regulatory changes, BVI holding company structure, and ordinary share risks like HFCAA trading prohibitions [Information on the Company](index=56&type=section&id=Item%204.%20Information%20on%20the%20Company) PTL Limited's business overview covers its history, bunkering facilitation services in Asia Pacific, competitive strengths, growth strategies, operational flows, and regulatory compliance - PTL Limited is a **bunkering facilitator** providing **marine fuel logistics services**, primarily for container ships and bulk carriers in the **Asia Pacific market**, with operations conducted through its **Hong Kong subsidiary**, Petrolink Energy Limited[257](index=257&type=chunk)[258](index=258&type=chunk) - The company completed its **IPO on the Nasdaq Capital Market on October 17, 2024**, and a subsequent **follow-on offering on April 11, 2025**, to raise capital for growth[253](index=253&type=chunk)[256](index=256&type=chunk) - Key growth strategies include **expanding its sales network globally** with a **new presence in Singapore**, **acquiring its own bunkering tankers** to **become a physical supplier**, and using its increased capital to **secure better terms with suppliers**[267](index=267&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk) Revenue and Marine Fuel Volume (FY2022-FY2024) | Fiscal Year | Revenue (USD) | YoY Change | Marine Fuel Volume (Metric Tons) | YoY Change | | :--- | :--- | :--- | :--- | :--- | | 2024 | $98,133,646 | -3.9% | 160,994 | -1.7% | | 2023 | $102,106,509 | +36.5% | 163,738 | +67.1% | | 2022 | $74,817,208 | - | 98,013 | - | Customer and Supplier Concentration (FY2022-FY2024) | Metric | FY2024 | FY2023 | FY2022 | | :--- | :--- | :--- | :--- | | **Revenue from Top 5 Customers** | 53.8% | 44.3% | 44.3% | | **Purchases from Top 5 Suppliers** | 81.7% | 82.2% | 85.2% | [Operating and Financial Review and Prospects](index=73&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes financial performance from FY2022-FY2024, highlighting a revenue decrease and net loss in FY2024 due to increased SG&A, alongside liquidity bolstered by IPO financing Key Financial Performance (FY2022-FY2024) | Metric | FY2024 (USD) | FY2023 (USD) | FY2022 (USD) | | :--- | :--- | :--- | :--- | | **Revenue** | 98,133,646 | 102,106,509 | 74,817,208 | | **Gross Profit** | 2,407,936 | 1,915,975 | 1,113,316 | | **(Loss)/Profit from Operations** | (4,754,795) | 1,087,654 | 367,147 | | **Net (Loss)/Income** | (4,976,716) | 936,120 | 391,109 | - Revenue **decreased by 3.9% in FY2024** due to a reduction in customers and sales volume, following a **36.5% revenue increase in FY2023** driven by higher customer numbers and sales volume[350](index=350&type=chunk)[351](index=351&type=chunk) - Selling, general, and administrative (SG&A) expenses **increased dramatically by 764.7% in FY2024 to $7.2 million**, primarily due to increased provision for expected credit loss, staff costs, and professional fees associated with becoming a publicly traded company[355](index=355&type=chunk) Cash Flow Summary (FY2022-FY2024) | Metric | FY2024 (USD) | FY2023 (USD) | FY2022 (USD) | | :--- | :--- | :--- | :--- | | **Net cash (used in)/provided by operating activities** | (764,758) | 1,092,320 | (642,339) | | **Net cash provided by/(used in) financing activities** | 4,413,576 | (39,625) | (103,124) | | **Cash at end of year** | 4,793,555 | 1,144,737 | 92,042 | [Directors, Senior Management and Employees](index=79&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's five-member board, executive compensation for FY2024, the 2024 Equity Incentive Plan, board committee structures, and employee count - The Board of Directors consists of **5 members**: **Tak Wing Ho (Chairman & CFO)**, **Ying Ying Chow (Director & CEO)**, and **three independent directors**: Wai Hong Lin, Sze Ho Chan, and Wai Ming Yiu[386](index=386&type=chunk)[412](index=412&type=chunk) Executive and Director Compensation (FY2024) | Name | Position | Total Compensation (USD) | | :--- | :--- | :--- | | Tak Wing Ho | Chairman, CFO, Director | $69,340 | | Ying Ying Chow | CEO, Director | $43,177 | | Wai Hong Lin | Independent Director | $4,500 | | Sze Ho Chan | Independent Director | $4,500 | | Wai Ming Yiu | Independent Director | $4,500 | - In December 2024, the company adopted the 2024 Equity Incentive Plan, authorizing **1,000,000 ordinary shares**, all of which have been **granted to five consultants** as of the report date[401](index=401&type=chunk) - The company has established an **Audit Committee**, a **Compensation Committee**, and a **Nominating Committee**, each chaired by an independent director[415](index=415&type=chunk)[416](index=416&type=chunk)[418](index=418&type=chunk) - As of the report date, the company has a total of **10 employees**, including **5 in management roles**[307](index=307&type=chunk)[429](index=429&type=chunk) [Major Shareholders and Related Party Transactions](index=87&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section identifies PTLE Limited as the principal shareholder, controlled by key executives, and details historical related party transactions including marine fuel sales and director advances - **PTLE Limited** holds **11,250,000 Ordinary Shares**, representing **30.01%** of the company, and is **70% owned by Tak Wing Ho** (Chairman & CFO) and **30% by Ying Ying Chow** (CEO)[432](index=432&type=chunk) - The company engaged in sales and purchases of marine fuel with Tri Co Trading Co., Limited, a company controlled by a former director, with sales of **$3.7 million in FY2023** and **$3.2 million in FY2022**, which **ceased in FY2024**[439](index=439&type=chunk) - Advances for operational purposes were made to directors, with **$122,749 due from director Tak Wing Ho** as of December 31, 2023, which was **settled on July 19, 2024**[434](index=434&type=chunk) [Financial Information](index=89&type=section&id=Item%208.%20Financial%20Information) This section confirms the location of consolidated financial statements, absence of material legal proceedings, and the company's dividend policy of retaining earnings for growth - The company is **not currently a party to any material legal or administrative proceedings** that would have a material adverse effect on its business[440](index=440&type=chunk) - The company has **not declared or paid any dividends** since its incorporation on December 29, 2023, and has **no current plans to do so**, intending to retain earnings for business growth[442](index=442&type=chunk)[443](index=443&type=chunk) [The Offer and Listing](index=91&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section confirms PTL Limited's Ordinary Shares are listed and traded on the Nasdaq Capital Market under the ticker symbol "PTLE" - The company's Ordinary Shares are listed on the **Nasdaq Capital Market** under the trading symbol **"PTLE"**[452](index=452&type=chunk) [Additional Information](index=91&type=section&id=Item%2010.%20Additional%20Information) This section details corporate and legal information, including BVI memorandum and articles, differences from Delaware law, U.S. federal income tax considerations (PFIC risks), and tax implications across BVI, Hong Kong, and Mainland China - The company is a **British Virgin Islands (BVI) business company** governed by its memorandum and articles of association and the BVI Business Companies Act of 2020[456](index=456&type=chunk) - Key differences between BVI and Delaware corporate law are outlined, particularly concerning mergers, director indemnification, and shareholder rights, noting that BVI law may offer **more limited protection for minority shareholders** in some respects[482](index=482&type=chunk)[492](index=492&type=chunk)[496](index=496&type=chunk) - The company discusses the risk of being classified as a **Passive Foreign Investment Company (PFIC)** for U.S. federal income tax purposes, which could have adverse tax consequences for U.S. shareholders, with the determination made annually[518](index=518&type=chunk)[524](index=524&type=chunk) - The company is **exempt from income tax in the BVI**; in Hong Kong, its operating subsidiary is subject to a **two-tiered profits tax rate** (**8.25% on the first HK$2 million of profits, 16.5% thereafter**)[538](index=538&type=chunk)[546](index=546&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=108&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's market risk exposure, primarily currency and credit risk, highlighting low currency risk and significant customer and supplier concentration - The company's currency risk is considered **low** because its operating activities are transacted in **USD or the pegged Hong Kong Dollar (HKD)**[553](index=553&type=chunk) - Significant concentration risk exists with customers and suppliers: in FY2024, **one customer represented 23.6% of total revenue**, and **four suppliers accounted for a combined 76.7% of total purchases**[557](index=557&type=chunk)[559](index=559&type=chunk) - The company recorded an allowance for expected credit loss of **$5,740,368 as of December 31, 2024**, compared to zero in the prior year, indicating **increased credit risk assessment** on its accounts receivable[555](index=555&type=chunk) PART II [Material Modifications to the Rights of Security Holders and Use of Proceeds](index=110&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the IPO and follow-on offering, totaling approximately $4.7 million and $6.4 million respectively, allocated for vessel acquisition, working capital, and general corporate purposes - The company received net proceeds of approximately **$4.68 million** from its IPO and over-allotment option exercise in late 2024[569](index=569&type=chunk) - A follow-on offering completed in April 2025 generated net proceeds of approximately **$6.36 million**[570](index=570&type=chunk) - The combined proceeds are allocated as follows: **60% for acquiring bunkering tankers**, **30% for working capital and establishing a price hedging mechanism**, and **10% for general corporate purposes**[571](index=571&type=chunk) [Controls and Procedures](index=111&type=section&id=Item%2015.%20Controls%20and%20Procedures) This section reports management's conclusion that disclosure controls were ineffective as of December 31, 2024, due to material weaknesses in internal control over financial reporting, and outlines remediation plans - Management concluded that disclosure controls and procedures were **ineffective as of December 31, 2024**[572](index=572&type=chunk) - Material weaknesses in internal control were identified, including: (1) **lack of personnel with sufficient U.S. GAAP expertise**, (2) **lack of an internal audit function and formal risk assessment**, and (3) **IT deficiencies**[574](index=574&type=chunk) - Remediation efforts include **engaging qualified financial advisors**, **hiring independent directors to form an audit committee**, and **providing additional training to the CFO and accounting personnel**[575](index=575&type=chunk) [Corporate Governance and Other Matters](index=112&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) This section details corporate governance, including the audit committee financial expert, principal accountant fees, reliance on BVI home country practices as a foreign private issuer, and cybersecurity risk management - The board has designated **Mr. Wai Hong Lin** as the **"audit committee financial expert"**[580](index=580&type=chunk) Principal Accountant Fees (J&S Associate PLT) | Year | Audit Fees (USD) | | :--- | :--- | | 2024 | $115,450 | | 2023 | $175,000 | | 2022 | - | - As a foreign private issuer, the company follows **BVI home country practices**, exempting it from certain Nasdaq corporate governance requirements, such as the need for regularly scheduled executive sessions of independent directors and shareholder approval for certain securities issuances[590](index=590&type=chunk) - The company's board of directors has oversight responsibility for cybersecurity risk, which is managed at the executive level by the CFO; **no formal cybersecurity program is in place**, but basic protective measures are utilized[594](index=594&type=chunk)[596](index=596&type=chunk) PART III [Financial Statements](index=115&type=section&id=Item%2018.%20Financial%20Statements) This section presents PTL Limited's consolidated financial statements for FY2022-2024, prepared under U.S. GAAP, including the auditor's report, balance sheets, income statements, equity changes, cash flows, and detailed accounting notes - The financial statements were audited by **J&S Associate PLT**, a PCAOB-registered public accounting firm, which issued an **unqualified opinion**[606](index=606&type=chunk) Consolidated Balance Sheet Highlights (As of Dec 31) | Metric | 2024 (USD) | 2023 (USD) | | :--- | :--- | :--- | | **Total Assets** | 12,575,929 | 11,036,157 | | **Total Liabilities** | 11,961,785 | 9,686,124 | | **Total Shareholders' Equity** | 614,144 | 1,350,033 | - The company completed a corporate reorganization on **February 21, 2024**, making PTL Limited the ultimate holding company of Petrolink Hong Kong, with financial statements presented as if this structure was in place for all periods[629](index=629&type=chunk) - The company adopted **ASC 606 for revenue recognition**, recognizing revenue from marine fuel sales at a point in time when control transfers to the customer, typically upon delivery[651](index=651&type=chunk)[653](index=653&type=chunk)

Company Overview - PTL Limited is an established bunkering facilitator providing marine fuel logistics services for vessel refueling, primarily targeting container ships, bulk carriers, general cargo vessels, and chemical tankers in the Asia Pacific market [5] Offering Details - The company announced the closing of its public offering of 23,800,000 ordinary shares at a public offering price of $0.30 per share, resulting in gross proceeds of approximately $7.14 million before deducting fees and expenses [1] - Revere Securities LLC acted as the exclusive placement agent, while Pacific Century Securities, LLC served as the advisor for the offering [2] Regulatory Information - The offering was conducted under a registration statement on Form F-1, which was declared effective by the U.S. Securities and Exchange Commission on March 31, 2025 [3]

Company Overview - PTL Limited is an established bunkering facilitator providing marine fuel logistics services for vessel refueling, primarily targeting container ships, bulk carriers, general cargo vessels, and chemical tankers in the Asia Pacific market [5]. Offering Details - The company announced a public offering of 23,800,000 ordinary shares at a price of $0.30 per share, with expected gross proceeds of approximately $7.14 million before deducting fees and expenses [1][2]. - The offering is expected to close on April 10, 2025, subject to customary closing conditions [2]. Regulatory Information - The securities are being offered pursuant to a registration statement on Form F-1, which was declared effective by the U.S. Securities and Exchange Commission on March 31, 2025 [3]. - A preliminary prospectus has been filed with the SEC, and copies of the final prospectus will be available from Revere Securities LLC [3].