PTL Ltd美股招股说明书(2025-04-10版)

PTL Limited 23,800,000 Ordinary Shares We are offering on a best efforts basis 23,800,000 ordinary shares of no par value (the “Ordinary Shares”) of PTL Limited (“PTL”, the“Company”, “we, “our”, “us”), an exempted company incorporated in the British Virgin Islands with its principal executive office inSingapore, at the offering price of US$0.30 per share. The price of our Ordinary Shares is volatile. From October16, 2024, theday when the Company began trading on the Nasdaq CapitalMarket through April 9, 2025, our Ordinary Shares have traded at a low of $1.11 and a high of $15.78. There has been no changerecently in our financial condition or results of operations that is consistent with the recent change in the price of our Ordinary Shares. Our Ordinary Shares are traded on the Nasdaq Capital Market under the symbol “PTLE”. On April 9, 2025, the last reported salesprice of our Ordinary Shares on the Nasdaq Capital Market was US$1.30 per share. The securities are offered at a fixed price and issued in a single closing. We will deliver all securities to be issued in connection withthis offering delivery versus payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither wenor the Placement Agent have made any arrangements to place investor funds in an escrow account or trust account since thePlacement Agent will not receive investor funds in connection with the sale of the securities offered hereunder. Any proceeds from the sale of Ordinary Shares offered by us will be available for our immediate use, despite uncertainty aboutwhether we would be able to use such funds to effectively implement our business plan. See “Risk Factors” on page 18 for moreinformation. As this is a best efforts offering, and if the company sold less than 8,812,500 Ordinary Shares in this offering, PTLE Limited(“PTLE”) may continue to own more than a majority of the voting power of our outstanding Ordinary Shares following this offering.As a result, PTLE can control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed a“controlled company” within the meaning of the Nasdaq listing rules and follow certain exemptions from certain corporate governancerequirements that could adversely affect our public shareholders. For a more detailed discussion of the risk of the Company being acontrolled company, see “Risk Factors — Risks Relating to Our Corporate Structure — Since this is a best efforts offering, and if theCompany sold less than 8,812,500 shares, our corporate actions will be substantially controlled by our Controlling Shareholder, PTLELimited, which will have the ability to control or exert significant influence over important corporate matters that require approval ofshareholders, which may deprive you of an opportunity to receive a premium for your Ordinary Shares and materially reduce the valueof your investment. Additionally, we may be deemed to be a “controlled company” and may follow certain exemptions from certaincorporate governance requirements that could adversely affect our public shareholders” on page 35 and “Prospectus Summary —Implication of Being a Controlled Company” on page 15 of this prospectus. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment.See “RiskFactors”beginning on page 18 to read about factors you should consider before buying our Ordinary Shares. PTL Limited, or PTL, is a holding company incorporated in the British Virgin Islands (“BVI”). As a holding company with nomaterial operations, PTL conducts all of its operations through its operating entity, Petrolink Energy Limited (the “OperatingSubsidiary”), a company incorporated in Hong Kong. Investors in our Ordinary Shares should be aware that they will not andmay never directly hold equity interests in the Operating Subsidiary, but rather purchasing equity solely in PTL, the BVIholding company. This structure involves unique risks to the investors, and the PRC regulatory authorities could disallow thisstructure, which would likely result in a material change in our operations and/or a material change in the value of thesecurities PTL is registering for sale, including that such event could cause the value of such securities to significantly declineor become worthless. Furthermore, shareholders may face difficulties enforcing their legal rights under United Statessecurities laws against our directors and officers who are located outside of the United States. Allof our operations are conducted by our wholly-owned Operating Subsidiary in Hong Kong,which is a specialadministrative region of the PRC. We currently do not have any operations in Mainland China. We do not have any operationor maintain an office or personnel in Mainland China, nor currently do we have, nor intend to have, any contractualarrangements to establish a variable interest entity (“VIE”) structure with any entity in Mainland China.