BANL 6-K
CBL International Ltd (BANL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-41657
CBL INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Level 23-2, Menara Permata Sapura
Kuala Lumpur City Centre
50088 Kuala Lumpur
Malaysia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Exhibit Index
Incorporation By Reference
This current report on Form 6-K (except the Exhibit 99.1) is hereby incorporated by reference into the registration statement of CBL International Limited on Form F-3 (File No. 333-284228), to be a part thereof from the date on which this current report on Form 6-K is submitted and to the extent not superseded by documents or reports subsequently filed or furnished.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CBL<br>International Limited | ||
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| Date:<br>August 28, 2026 | By: | /s/<br>Teck Lim Chia |
| Teck<br>Lim Chia | ||
| Chief<br>Executive Officer | ||
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Exhibit 1.2
CBL INTERNATIONAL LIMITED
CLASS B ORDINARY SHARES
AMENDMENT NO. 1 TO SALES AGREEMENT
THIS AMENDMENT NO. 1 TO SALES AGREEMENT (this “Amendment”) is dated this 28^th^ day of August, 2026, by and between CBL International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and A.G.P./Alliance Global Partners, as sales agent (the “Sales Agent”). Capitalized terms not defined herein shall have the meaning as set forth in the Sales Agreement (as defined below).
WHEREAS, the Company entered into that certain sales agreement (as amended, supplemented or otherwise modified from time to time, the “Sales Agreement”) dated as of February 28, 2025, by and between the Company and the Sales Agent;
WHEREAS, on November 26, 2025, the Company’s shareholders approved a re-designation and re-classification of the Company’s authorized share capital into Class A ordinary shares of par value US$0.0001 each and Class B ordinary shares of par value US$0.0001 each (the “Dual-Class Share Structure”);
WHEREAS, on July 20, 2026, the Company also effected a share consolidation (the “Share Consolidation”) at a ratio of one (1)-for-thirteen (13), upon which (i) every thirteen issued and unissued Class A ordinary shares of the Company of par value US$0.0001 each were automatically consolidated into one Class A ordinary share of par value US$0.0013 each (the “Class A Ordinary Shares”) and (ii) every thirteen issued and unissued Class B ordinary shares of the Company of par value US$0.0001 each were automatically consolidated into one Class B ordinary share of par value US$0.0013 each (the “Class B Ordinary Shares”); and
WHEREAS, the Company and the Sales Agent desire to enter into this Amendment in order to amend the Sales Agreement in the manner set forth herein.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Sales Agent hereby agree to amend the Sales Agreement as set forth herein.
Section 1. Amendments. Effective as of the date hereof, the Sales Agreement is hereby amended as follows:
1.1 Each reference to the “Ordinary Shares” as originally defined in the Sales Agreement is henceforth replaced with the term “Class B Ordinary Shares” as defined herein and in accordance with the new Dual-Class Share Structure.
Section 2. Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Amendment and agrees that such service shall constitute good and sufficient notice of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Company and the Sales Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Amendment or any transaction contemplated hereby.
Section 3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or electronic transmission. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Section 4. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Amendment.
Section 5. Ratification. Except as specifically amended by this Amendment, the Sales Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects. From and after the date of this Amendment, each reference in the Sales Agreement to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import, or to any provision of the Agreement, as the case may be, shall be deemed to refer to the Sales Agreement or such provision as amended by this Amendment, unless the context otherwise requires.
[Remainder of Page Intentionally Blank]
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If the foregoing correctly sets forth the understanding between the Company and the Sales Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Sales Agent.
| Very<br>truly yours, | ||
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| CBL<br>INTERNATIONAL LIMITED | ||
| By: | /s/<br>Teck Lim Chia | |
| Name: | Teck<br>Lim Chia | |
| Title: | Chief<br>Executive Officer | |
| ACCEPTED<br>as of the date first-above written: | ||
| A.G.P./ALLIANCE<br>GLOBAL PARTNERS | ||
| By: | /s/<br>Thomas Higgins | |
| Name: | Thomas<br>Higgins | |
| Title: | Managing<br>Director |
[Signature Page to Amendment No. 1 to Sales Agreement]
Exhibit 5.1
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CONYERS<br>DILL & PEARMAN<br><br>29^th^<br>Floor<br><br>One<br>Exchange Square<br><br>8<br>Connaught Place<br><br>Central<br><br>Hong<br>Kong<br><br>T<br>+852 2524 7106 | F +852 2845 9268<br><br>conyers.com |
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28 August 2026
Matter No. 1016718/114012273
+852 2842 9521 / 2842 9422
Flora.Wong@conyers,com
CBL International Limited
Level 23-2 Permata Sapura
Kuala Lumpur City Centre
50088 Kuala Lumpur
Malaysia
Dear Sir/Madam,
Re: CBL International Limited (the “Company”)
We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on Form F-3 (File No. 333-284228) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) which became effective on 24 January 2025, the prospectus supplement filed with the Commission on 28 February 2025 (the “Original Prospectus Supplement”) and a prospectus supplement filed with the Commission on or about the date hereof (the “Further Prospectus Supplement” and together with the Original Prospectus Supplement, the “Prospectus Supplement”) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of Class B Ordinary Shares of par value US$0.0013 each of the Company (the “Class B Shares”).
| 1. | DOCUMENTS<br>REVIEWED |
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For the purposes of giving this opinion, we have examined the following documents:
| 1.1. | a<br>copy of the Registration Statement; |
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| 1.2. | a<br>copy of the Prospectus Supplement; |
| 1.3. | a<br>copy of the sales agreement dated 28 February 2025 (the “Sales Agreement”) made between (1) the Company and (2)<br>A.G.P./Alliance Global Partners (the “Sales Agent”) relating to the issue and sale by the Company through or to<br>the Sales Agent of certain ordinary shares of par value US$0.0001 each of the Company having an aggregate offering price of up to US$2,604,166<br>(the “Sale Shares”); and |
| 1.4. | a<br>copy of an amendment to the Sales Agreement dated 28 August 2026 (the “Amendment”, together with the Sales<br>Agreement, the “Agreement”) to account for the changes to the placement shares resulting from the Company’s<br>adoption of the dual-class share structure and the share consolidation since the original Sales Agreement execution date. |
The documents listed in items 1.1 through 1.4 above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
We have also reviewed:
| 1.5. | the<br>Third Amended and Restated Memorandum of Association and the Second Amended and Restated Articles of Association of the Company, each<br>certified by the Secretary of the Company on 27 August 2026; |
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| 1.6. | a<br>copy of the minutes of an extraordinary general meeting of the members of the Company held on 26 November 2025 and a copy of the resolutions<br>in writing of all the directors of the Company passed on 23 June 2026 (collectively, the “Consolidation Resolutions”), |
| 1.7. | a<br>certified extract of the minutes of a meeting of the board of directors of the Company held on 26 February 2025 and a copy of the unanimous<br>written resolutions of the board of directors of the Company passed on 11 August 2026 (collectively with the Consolidation Resolutions,<br>the “Resolutions”); |
| 1.8. | a<br>copy of a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 27 August 2026 (the<br>“Certificate Date”); and |
| 1.9. | such<br>other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth<br>below. |
| 2. | ASSUMPTIONS |
We have assumed:
| 2.1. | the<br>genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined<br>by us and the accuracy, authenticity and completeness of the originals from which such copies were taken; |
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| 2.2. | that<br>where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and<br>where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; |
| 2.3. | the<br>capacity, power and authority of each of the parties to the Documents, other than the Company, to enter into and perform its respective<br>obligations under the Documents; |
| 2.4. | the<br>due execution and delivery of the Documents by each of the parties thereto, other than the Company, and the physical delivery thereof<br>by the Company with an intention to be bound thereby; |
| 2.5. | the<br>accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us; |
| 2.6. | that<br>the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain<br>in full force and effect and have not been rescinded or amended; |
| 2.7. | that there is no provision of the law of any jurisdiction,<br>other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein; |
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| 2.8. | the validity and binding effect under the internal laws of<br>the State of New York (the “Foreign Laws”) of the Agreement which is expressed to be governed by such Foreign Laws in accordance<br>with its terms; |
| 2.9. | no<br>invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any shares<br>of the Company; |
| 2.10. | that<br>on the respective dates of entering into the Agreement and the issue of the Class B Shares, the Company is and after entering into<br>the Agreement and issuing the Class B Shares will be able to pay its debts; |
| 2.11. | that<br>upon issue of any Class B Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof<br>less any underwriting discounts and expenses, which shall be equal to at least the par value thereof; and |
| 2.12. | the<br>validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus Supplement. |
| 3. | QUALIFICATIONS |
| 3.1. | We<br>have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This<br>opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the<br>basis of the current law and practice in the Cayman Islands. This opinion is issued solely for your benefit and use in connection with<br>the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter. |
| 4. | OPINION |
On the basis of and subject to the foregoing, we are of the opinion that:
| 4.1. | The<br>Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in<br>good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in<br>good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the company<br>is in default under the Act. |
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| 4.2. | When<br>issued and paid for as contemplated by the Agreement, the Class B Shares will be validly issued, fully paid and non-assessable (which<br>term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such<br>shares). |
We hereby consent to the filing of this opinion as an exhibit to the Company’s report filing on Form 6-K with the Commission. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
Conyers Dill & Pearman