长安能源美股招股说明书(2025-12-09版)

PROSPECTUS SUPPLEMENT (To the Prospectus Dated November 12, 2025) Up to 60,000,000 Class A Ordinary Shares PTL LIMITED This is an offering of the securities of PTL Limited (the “Company”, “we”, “our”, “us”, “PTL”), a British Virgin Islands exemptedcompany with limited liability. This is a self-underwritten offering of up to 60,000,000 Class A ordinary shares with no par value(“Class A Ordinary Shares”), directly to select investors pursuant to this prospectus supplement and the accompanying prospectus at anoffering price of US$0.04 per Class A Ordinary Share. Our Class A Ordinary Shares are traded on the Nasdaq Capital Market under the symbol “PTLE.” On December 8, 2025, the closingprice of our Class A Ordinary Shares as reported by the Nasdaq Capital Market was $0.1550. During the year immediately prior to thedate of this prospectus supplement, the high and low closing prices were US$15.78 and US$0.14 per Class A Ordinary Share,respectively. We have recently experienced price volatility in our share price. Related risk factors can be found in our annual report onForm 20-F for the fiscal year ended December 31, 2024, filed with the SEC on May 15, 2025 (“2024 Annual Report”) and theprospectus filed on November 12, 2025 (the “Prospectus”). The aggregate market value of our outstanding Class A Ordinary Shares held bynon-affiliatesor public float, as of November 4, 2025,was approximately$7,398,975, which was calculated based on 26,237,500 Class A Ordinary Shares held bynon-affiliates and the pershare price of $0.2820, which was the highest reported closing price of our Class A Ordinary Shares on Nasdaq in the 60 days prior tothe date of this prospectus. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby ina public primary offering with a value exceeding more than one-third of the aggregate market value of our Class A Ordinary Shares inany 12-month period so long as the aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates remainsbelow US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus supplement, we have notoffered or sold any securities during the period pursuant to General Instruction I.B.5 of Form F-3. 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 Class A Ordinary Shares should be aware that they willnot and may never directly hold equity interests in the Operating Subsidiary, but rather purchase equity solely in PTL, theBVI holding company. This structure involves unique risks to the investors, and the PRC regulatory authorities could disallowthis structure, 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. See “Prospectus Summary --Corporate History and Structure.” 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. However, since (1)our operations are located in Hong Kong, which is a special administrative region of the PRC, and (2) some of our customersare Mainland China companies, Mainland China individuals, or companies that have shareholders or directors that areMainland China individuals, we are subject to certain legal and operational risks associated with our Operating Subsidiarybeing based in Hong Kong, and the legal and operational risks associated with operating in Mainland China may also apply toour operations in Hong Kong. We may be subject to unique risks due to the uncertainty of the interpretation and theapplication of the PRC laws and regulations, including but not limited to cybersecurity, data security, and the oversight andcontrol over overseas securities offerings by the PRC government. We are also subject to the risks of uncertainty about anyfuture actions of the PRC government or authorities in Hong Kong in this regard. The PRC government may intervene orinfluence the current and future operations in Hong Kong at any time, or may exert more oversight and control over offeringsconducted oversea