F-3 1 ea0297795-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 4, 2026

Registration No. 333-[ ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

PS International Group Ltd.
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

_____________________________________

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Unit 1703, 17/F, First Group Centre
23 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong
+852 2754 3320
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________________________

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________________

Copies to:

Henry Yin, Esq.

Loeb & Loeb LLP

2206-19 Jardine House, 1 Connaught Place

Central, Hong Kong SAR

+852 3923-1111

Hermione Krumm, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

(212) 407-4000

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Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this registration statement

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
FORWARD-LOOKING STATEMENTS		iv
PROSPECTUS SUMMARY		1
RISK FACTORS		4
THE OFFERING		5
USE OF PROCEEDS		6
DESCRIPTION OF SHARE CAPITAL		7
DESCRIPTION OF DEBT SECURITIES		17
DESCRIPTION OF WARRANTS		19
DESCRIPTION OF RIGHTS		21
DESCRIPTION OF UNITS		22
PLAN OF DISTRIBUTION		23
TAXATION		25
ENFORCEABILITY OF CIVIL LIABILITY		26
LEGAL MATTERS		28
EXPERTS		28
WHERE YOU CAN FIND ADDITIONAL INFORMATION		28
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		29

Exhibit No.		Description
1.1**		Form of Underwriting Agreement
3.1		Second Amended and Restated Memorandum and Articles of Association of PS International Group Ltd. (incorporated by reference to Exhibit 3.1 on Company’s Form 6-K, filed with the SEC on June 23, 2025)
4.1		Specimen Ordinary Share Certificate of the Company (incorporated by reference to Exhibit 4.1 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024)
4.2		Description of Securities (incorporated by reference to Exhibit 2.3 of the annual report of foreign private issuer on Form 20-F filed with the SEC on April 30, 2026)
4.3		Form of indenture with respect to senior debt securities, to be entered into between the Registrant and a trustee acceptable to the Registrant, if any
4.4		Form of indenture with respect to subordinated debt securities, to be entered into between the Registrant and a trustee acceptable to the Registrant, if any
4.5**		Form of Debt Security
4.6**		Form of Warrant Agreement
4.7**		Form of Rights Agreement
4.8**		Form of Unit Agreement
5.1		Opinion of Harney Westwood & Riegels as to the validity of the Ordinary Shares under Cayman Islands law
5.2		Opinion of Stevenson, Wong & Co.
5.3**		Opinion of Loeb & Loeb LLP regarding the enforceability of certain securities being registered
23.1		Consent of WWC, P.C., independent registered public accounting firm
23.2		Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
23.3		Consent of Stevenson, Wong & Co. (included in Exhibit 5.2)

Exhibit No.		Description
23.4**		Consent of Loeb & Loeb LLP (included in Exhibit 5.3)
24.1		Power of Attorney (included on the signature page)
25.1+		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under the Senior Debt Securities Indenture
25.2+		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Debt Securities Indenture
107		Filing Fee Table

		PS International Group Ltd.
		By:		/s/ Chunlin Tong
		Name:		Chunlin Tong
		Title:		Chief Executive Officer (Principal Executive Officer)

Signature	Title	Date
/s/ Chunlin Tong	Chief Executive Officer	August 4, 2026
Chunlin Tong	(Principal Executive Officer)
/s/ Man Kiu Chan	Chief Financial Officer	August 4, 2026
Man Kiu Chan	(Principal Financial and Accounting Officer)
/s/ Yee Kit Chan	Director and Chairman of the Board	August 4, 2026
Yee Kit Chan
/s/ Kim Fung Keith Ching	Director	August 4, 2026
Kim Fung Keith Ching
/s/ Ho Pan Darren Kwok	Director	August 4, 2026
Ho Pan Darren Kwok
/s/ Sheung Yuk Clara Chiu	Director	August 4, 2026
Sheung Yuk Clara Chiu

		Puglisi & Associates
		By:		/s/ Donald J. Puglisi
		Name:		Donald J. Puglisi
		Title:		Managing Director