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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PTL Limited (Name of Issuer) |
Class A ordinary shares, with no par value (Title of Class of Securities) |
G7377S119 (CUSIP Number) |
c/o Ying Ying Chow 21 Bukit Batok Crescent, #24-71, WCEGA Tower Singapore, U0, 658065 65 90573550 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/10/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | G7377S119 |
| 1 |
Name of reporting person
Ying Ying Chow | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,250,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
30.10 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary shares, with no par value |
| (b) | Name of Issuer:
PTL Limited |
| (c) | Address of Issuer's Principal Executive Offices:
21 Bukit Batok Crescent, #24-71, WCEGA Tower, Singapore,
SINGAPORE
, 658065. |
| Item 2. | Identity and Background |
| (a) | Ms. Ying Ying Chow (the "Reporting Person") |
| (b) | C/O PTL Limited, 21 Bukit Batok Crescent, #24-71, WCEGA Tower, Singapore 658065. |
| (c) | The Reporting Person is a Director and Chief Executive Officer of the Issuer. |
| (d) | During the past five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a Hong Kong citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On March 22, 2024, Mr. Tak Wing Ho, the then-sole-shareholder of PTLE Limited, transferred three shares of PTLE Limited to the Reporting Person for a total consideration of US$810,000, which was funded from the Reporting Person's personal funds.
On July 11, 2024, in preparation of its initial public offering, the Issuer effected a share split of its issued and outstanding ordinary shares at a ratio of 11,250,000 for one, resulting in PTLE Limited holding 11,250,000 ordinary shares of the Issuer immediately after the share split.
As previously disclosed in the Issuer's current reports on Form 6-K filed with the SEC on June 17, 2025, and June 26, 2025, on June 16, 2025, the shareholders of the Issuer approved amendments to its memorandum and articles of association to create a dual-class share structure (the "Share Redesignation"). Pursuant to the Share Redesignation: (i) the 11,250,000 ordinary shares of the Issuer held by PTLE Limited were re-designated as 11,250,000 Class B ordinary shares, each carrying fifty (50) votes per share and not convertible into Class A ordinary shares; (ii) all other issued and outstanding ordinary shares were re-designated as Class A ordinary shares, each carrying one (1) vote per share and not convertible into Class B ordinary shares; and (iii) the remaining authorized but unissued ordinary shares were re-classified into Class A ordinary shares and Class B ordinary shares.
On August 8, 2025, Mr. Ho transferred seven shares in PTLE Limited to the Reporting Person for total consideration of US $300,000, which was also funded from the Reporting Person's personal funds. As a result, the Reporting Person became the sole shareholder of PTLE Limited and, through PTLE Limited, is deemed to have sole voting and dispositive power over the 11,250,000 Class B ordinary shares of the Issuer held by PTLE Limited. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities of the Issuer as part of a corporate reorganization undertaken in preparation for the Issuer's initial public offering. The Reporting Person holds the Shares for investment purposes. The Reporting Person intends to continue actively participating in the Issuer's management and strategic direction. Except as set forth herein, the Reporting Person does not have any present plans or proposals that would result in any of the actions described in paragraphs (a) through (j) of Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Incorporated by reference to Items 11 and 13 of the Cover Page. |
| (b) | Incorporated by reference to Items 7-10 of the Cover Page. |
| (c) | The Reporting Person has not engaged in any transactions in the class of securities reported on that were effected during the past sixty days. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the Issuer's securities requiring disclosure under this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A - Share Purchase Agreement dated March 22, 2024, by and between Mr. Tak Wing Ho and Ms. Ying Ying Chow, under which Mr. Ho transferred an aggregate of 3 ordinary shares of PTLE Limited to Ying Ying Chow for US$810,000.
Exhibit B - Share Purchase Agreement dated August 8, 2025, by and between Mr. Tak Wing Ho and Ms. Ying Ying Chow, under which Mr. Ho transferred an aggregate of 7 ordinary shares of PTLE Limited to Ying Ying Chow for US$300,000.
Exhibit C - Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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