Davis Commodities Ltd-A 2026年年度报告和过渡报告

1934 OR None(Title of Class) None(Title of Class) An aggregate of 24,500,625 ordinary shares, par value $0.000000430108 per share, as of December 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Yes☒No☐ Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large-accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D 1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☒International Financial Reporting Standards as issued by the International AccountingStandards Board☐ Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes☐No☒ EXPLANATORY NOTE Davis Commodities Limited (the “Company”) is filing this Amendment No. 2 (“Amendment No. 2”) to our Annual Report on Form20-F, as amended (the “Original Filing”), for the fiscal year ended December 31, 2024, to include Exhibit 10.1, which was In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), thecertifications required by Rule 13a-14(a) under the Exchange Act are also being filed as exhibits to this Amendment. Other than expressly set forth herein, this Amendment No. 2 does not, and does not purport to, amend or restate any other informationcontained in the Original Filing nor does this Amendment No. 2 reflect any events that have occurred after the Original Filing was PART III Item 19. EXHIBITS EXHIBIT INDEX Exhibit No. 1.1Second Amended and Restated Memorandum and Articles of Association(incorporated by reference toExhibit 3.1 of our Registration Statement on Form F-1 (File No. 333-270427), as amended, initially filedwith the Securities and Exchange Commission on March 9, 2023)2.1SpecimenCertificate for Ordinary Shares(incorporated herein by reference to Exhibit 4.1 to theregistration statement on Form F-1 (File No. 333-270427), as amended, initially filed with the Securitiesand Exchange Commission on March 9, 2023) 2.2Description of Securities(incorporated herein by reference to Exhibit 2.2 to the Form 20-F (File No. 001-41804), filed with the Securities and Exchange Commission on April 30, 2025)4.1Form of Employment Agreement by and between executive officers and the Registrant(incorporated hereinby reference to Exhibit 10.1 to the registration statement on Form F-1 (File No. 333-270427), as amended, initially filed with the Securities and Exchange Commission on March 9, 2023)4.2Form of Indemnification Agreement with the Registrant’s directors and officers(incorporated herein byreference to Exhibit 10.2 to the registration statement on Form F-1 (File No. 333-270427), as amended, initially filed with the Securities and Exchange Commi