Core Viewpoint - TMD Energy Limited reported a significant decline in revenue and net loss for the six-month transition period ending June 30, 2025, primarily due to challenges in the bunkering service segment and broader economic disruptions [1][3][6]. Financial Performance Overview - The company generated total revenue of $276.3 million for 6M2025, a decrease of 22.7% or $81.2 million compared to $357.5 million in 6M2024, largely attributed to a decline in bunkering service sales [3][8]. - The volume of oil cargo bunkered fell by approximately 11.2%, from 578,614 metric tons in 6M2024 to 514,025 metric tons in 6M2025, due to a tariff crisis and weaker global consumption [3][8]. - Gross profit margin decreased by 0.2% to 1.4% for 6M2025, down from 1.6% in 6M2024, primarily due to higher operational expenses in oil bunkering services [4][8]. - The company recorded a net loss of $4.5 million for 6M2025, compared to a net income of $1.1 million in 6M2024, influenced by foreign exchange losses and increased interest expenses [5][8]. Strategic Business Expansion - The company aims to optimize fleet deployment and expand its portfolio of high-margin ship-management contracts while enhancing cost efficiencies through digital tools and automation [7]. - TMDEL achieved International Sustainability and Carbon Certification (ISCC EU) as a biofuel supplier, reinforcing its commitment to low-carbon shipping and compliance with EU sustainability standards [9]. - The company announced a strategic expansion into oil waste collection, aiming to diversify revenue streams by processing sludge oil and used cooking oil into biodiesel [10]. - A Memorandum of Agreement was signed with a Malaysian bioenergy firm to explore collaboration in the EU and Asia markets, marking a step towards expanding into sustainable fuel energy sectors [11].

FORM 20-F Filing Information [Filing Details](index=1&type=section&id=Filing%20Details) This Transition Report on Form 20-F for TMD Energy Limited covers January 1 to June 30, 2025, with shares listed on NYSE American - The report is a Transition Report on Form 20-F for the period from **January 1, 2025, to June 30, 2025**[2](index=2&type=chunk) - TMD Energy Limited is incorporated in the **Cayman Islands**[3](index=3&type=chunk) Securities Registration Details | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------------------ | :---------------- | :---------------------------------------- | | Ordinary Shares, par value $0.0001 per share | TMDE | NYSE American LLC | - **23,565,000** ordinary shares were outstanding as of **June 30, 2025**[5](index=5&type=chunk) - The registrant is a **non-accelerated filer** and an **emerging growth company**, preparing financial statements in accordance with **U.S. GAAP**[7](index=7&type=chunk)[8](index=8&type=chunk) Table of Contents Conventions and Definitions [Definitions](index=4&type=section&id=Definitions) This section defines key terms and abbreviations used in the Transition Report, including financial periods, legal entities, and currencies - Key financial periods defined include **6M2024**, **6M2025**, **FY2022**, **FY2023**, and **FY2024**[11](index=11&type=chunk) - The company is referred to as **TMD Energy Limited**, incorporated in the **Cayman Islands** on **October 17, 2023**, and 'our Group' refers to the Company and its subsidiaries[11](index=11&type=chunk) - Currencies used are **RM** (Malaysian Ringgit), **SGD** (Singapore Dollar), and **USD** (U.S. dollars)[11](index=11&type=chunk) Special Note Regarding Forward-Looking Statements [Forward-Looking Statements Disclaimer](index=5&type=section&id=Forward-Looking%20Statements%20Disclaimer) This section highlights forward-looking statements subject to risks and uncertainties under the 'safe harbor' provision, with no obligation to update - The report contains forward-looking statements made under the **'safe harbor' provision** of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995[13](index=13&type=chunk) - These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially[13](index=13&type=chunk) - Key areas of forward-looking statements include future business development, economic performance, market competition, legal changes, and managing growth[15](index=15&type=chunk) - The company operates in an evolving environment and undertakes **no obligation to update** forward-looking statements, except as required by law[14](index=14&type=chunk) PART I [ITEM 5. Operating and Financial Review and Prospects](index=6&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes the Group's financial condition and results, covering recent developments, performance, liquidity, capital resources, and critical accounting estimates [5.A. Operating Results](index=6&type=section&id=5.A.%20Operating%20Results) The company, a holding entity in oil trading and bunkering, completed an IPO and changed its fiscal year-end, with operations affected by market and geopolitical risks - The company is a holding company primarily engaged in **oil trading and bunkering** in Malaysian waters, with plans for regional expansion[18](index=18&type=chunk)[20](index=20&type=chunk) - The company completed its IPO on NYSE American on **April 22, 2025**, raising **$11.59 million** in gross proceeds[21](index=21&type=chunk) - The fiscal year-end was changed from **December 31 to June 30** on **May 16, 2025**, to align with the holding company[22](index=22&type=chunk) - Key operational factors include reliance on key customers and limited suppliers, senior management retention, oil supply disruptions, and cyclical shipping industry conditions[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk) - Geopolitical conflicts and trade tensions have impacted oil prices, supply chains, and shipping activity, leading to revenue declines in **6M2025**[30](index=30&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) [Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024](index=8&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20Compared%20to%20Six%20Months%20Ended%20June%2030,%202024) In 6M2025, total revenue decreased by **22.7%** to **$276.3 million**, leading to a **$4.5 million** net loss due to lower volume, prices, and higher operating expenses Consolidated Results of Operations (6M2025 vs 6M2024) | Metric | 6M2025 (Millions $) | 6M2024 (Millions $) | Variance (Millions $) | Variance (%) | | :------------------------------ | :------------- | :------------- | :--------------- | :----------- | | Total revenues | 276.34 | 357.53 | (81.19) | (22.7) | | Total cost of revenues | (272.36) | (351.98) | (79.62) | (22.6) | | Gross profit | 3.98 | 5.55 | (1.56) | (28.2) | | Total operating expenses | (5.93) | (5.41) | 0.51 | 9.5 | | (Loss) Income from operations | (1.94) | 0.13 | (2.08) | (1,561.7) | | Total other (expenses) income, net | (3.57) | 1.27 | (4.84) | (380.6) | | (Loss) Income before income taxes | (5.51) | 1.40 | (6.91) | (492.5) | | Income tax benefits (expenses) | 0.99 | (0.28) | 1.27 | 456.7 | | Net (loss) income | (4.52) | 1.13 | (5.65) | (501.2) | | Net (loss) income attributable to controlling interest | (4.31) | 0.84 | (5.15) | (613.1) | - Overall revenue decreased by **22.7%** to **$276.3 million**, driven by an **11.2%** decrease in oil cargo bunkered volume and a **17.9%** decrease in average oil prices[46](index=46&type=chunk)[47](index=47&type=chunk) - Gross profit decreased by **28.2%** to **$4.0 million**, with gross profit margin marginally decreasing from **1.55% to 1.44%**, reflecting increased operational expenses and declining bunkering demand[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) - General and administrative expenses increased by **8.8%** to **$3.3 million**, mainly due to higher staff costs and increased management fees to a related party[62](index=62&type=chunk)[63](index=63&type=chunk) - Sundry income shifted to a net expense of **$0.8 million** from a **$3.2 million** gain, primarily due to a **$1.5 million** net foreign currency loss as RM and SGD strengthened against USD[70](index=70&type=chunk) - The company recorded an income tax benefit of **$1.0 million**, mainly due to an over-provision in **FY2024** income tax expenses and a net loss in **6M2025**[76](index=76&type=chunk)[77](index=77&type=chunk) [Year Ended December 31, 2024 Compared to Year Ended December 31, 2023](index=14&type=section&id=Year%20Ended%20December%2031,%202024%20Compared%20to%20Year%20Ended%20December%2031,%202023) In FY2024, total revenue increased by **8.8%** to **$688.6 million**, gross profit rose by **32.7%** to **$16.0 million**, but net income decreased by **30.9%** to **$2.0 million** Consolidated Results of Operations (FY2024 vs FY2023) | Metric | FY2024 (Millions $) | FY2023 (Millions $) | Variance (Millions $) | Variance (%) | | :------------------------------ | :------------- | :------------- | :--------------- | :----------- | | Total revenues | 688.61 | 633.08 | 55.53 | 8.8 | | Total cost of revenues | (672.56) | (620.99) | 51.57 | 8.3 | | Gross profit | 16.05 | 12.09 | 3.96 | 32.7 | | Total operating expenses | (10.05) | (9.49) | 0.56 | 5.9 | | Income from operations | 6.00 | 2.61 | 3.39 | 130.2 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ...

Group 1 - The company TMD Energy Limited has announced the pricing of its initial public offering (IPO) of 3,100,000 ordinary shares at a price of US$3.25 per share, aiming for total gross proceeds of approximately US$10.08 million before deductions [1][2] - The shares are set to begin trading on April 21, 2025, on the NYSE American under the symbol "TMDE" and the offering is expected to close on April 22, 2025, subject to customary closing conditions [1] - The underwriter has a 45-day option to purchase up to 465,000 additional shares to cover over-allotments, which could increase total gross proceeds to approximately US$11.59 million if fully exercised [2] Group 2 - The net proceeds from the offering will be used for purchasing cargo oil, covering listing expenses, and for working capital and other general corporate purposes [3] - Maxim Group LLC is acting as the sole book-running manager for the offering, with Loeb & Loeb LLP and Pryor Cashman LLP serving as U.S. legal counsel [3] Group 3 - TMD Energy Limited and its subsidiaries are primarily engaged in marine fuel bunkering services, specializing in the supply and marketing of various types of marine fuel oils to ships and vessels at sea [6] - The company operates in 19 ports across Malaysia with a fleet of 15 bunkering vessels [6]