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 April 2025

Commission File Number: 001-42604

TMD ENERGY LIMITED

(Registrant’s Name)

B-10-06, Block B, Plaza Mont Kiara

No. 2, Jalan Kiara, Mont Kiara

50480 Kuala Lumpur

Wilayah Persekutuan, West Malaysia

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~Entry~~Fully ~~into~~Exercise ~~a Material Definitive Agreement and Completion~~ of ~~Initial~~Over-allotment ~~Public~~Option ~~Offering~~by the Underwriter

OnAs ~~March~~previously 31announced, ~~2025, the registration statement~~ on ~~Form~~April ~~F-1~~22, ~~as amended (File No. 333-283704)~~2025, ~~originally~~TMD ~~filed~~Energy ~~with~~Limited ~~the Securities and Exchange Commission~~ (the “~~Commission~~Company”) onconsummated ~~December~~an ~~10,~~initial ~~2024~~public ~~(the “Registration Statement”)~~offering ~~relating~~of to3,100,000 ~~the~~ordinary ~~initial~~shares, ~~public~~par ~~offering~~value ~~(“IPO”)~~$0.0001 ofper ~~TMD~~share ~~Energy Limited~~ (the “~~Company~~Shares”) ~~was~~at ~~declared effective~~a byprice ~~the Commission~~of $3.25 Inper ~~connection~~Share ~~therewith,~~ (the ~~Company~~“Offering Price”), ~~entered~~pursuant ~~into~~to an underwriting agreement ~~(the “Underwriting Agreement”)~~ with Maxim Group LLC (as representatives of the underwriters named therein), dated April 21, 2025,. ~~attached~~The asunderwriters ~~Exhibit~~were ~~1.1~~granted ~~hereto~~a ~~and~~45-day ~~incorporated~~option ~~herein~~to bypurchase ~~reference~~up to additional 465,000 Shares to cover over-allotments, if any (the “Over-allotment Option”).

On April 22, 2025, the Company ~~consummated~~received ~~the~~a ~~IPO~~notice ofthat ~~3,100,000~~the ~~ordinary~~underwriter ~~shares,~~elected ~~par~~to ~~value~~fully ~~$0.0001~~exercise ~~per~~the ~~share~~Over-allotment ~~(the~~Option ~~“Ordinary~~to ~~Shares”)~~purchase 465,000 Shares at athe ~~price~~Offering ~~of $3~~Price.25 ~~per~~The ~~Ordinary~~closing ~~Share~~of ~~(the~~such ~~“Offering~~exercise ~~Price”),~~of ~~pursuant to~~ the ~~Underwriting~~Over-allotment ~~Agreement.~~Option ~~The~~took ~~underwriters were~~place ~~granted~~on aApril ~~45-day~~24, ~~option~~2025, togenerating ~~purchase~~additional gross upproceeds toof ~~additional~~approximately ~~465~~$1.51 million,~~000~~ ~~Ordinary~~before ~~Shares~~deducting tounderwriting ~~cover~~discounts ~~over-allotments,~~and ifother ~~any.~~related expenses.

Other Events

On April 3, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum of Association and Amended and Restated Articles of Association with the Registrar of Companies in Cayman Islands, copies of which are attached as Exhibit 3.1 hereto, respectively, and are incorporated by reference herein.

On April 21, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this report. On April 22, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this report.

EXHIBITS

Exhibit No.		Description
1.1		Underwriting Agreement dated April 21, 2025
3.1		Amended and Restated Memorandum and Articles of Association of the Company
99.1		Press Release, dated April 21, 2025
99.2		Press Release, dated April 22, 2025

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.

	TMD Energy Limited
	By:	/s/ Dato’ Sri Kam Choy Ho
	Name:	Dato’ Sri Kam Choy Ho
Date: April 23, 2025	Title:	Director and Chief Executive Officer
Date: April 24, 2025	Title:	Director and Chief Executive Officer

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