SEC Form SC 13D filed by PS International Group Ltd.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

PS International Group Ltd.

(Name of Issuer)

Ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G7308J 105

(CUSIP Number)

Yee Kit Chan

Unit 1002, 10/F

Join-in Hang Sing Centre

No.2-16 Kwai Fung Crescent, Kwai Chung

New Territories, Hong Kong

+852 2754-3320

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 18, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the ordinary shares, par value $0.0001 per share of PS International Group Ltd., an exempted company incorporated in the Cayman Islands (the “Issuer”). The address of the principal executive offices of the Issuer is Unit 1002, 10/F, Join-in Hang Sing Centre, No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong. The ordinary shares are listed on the Nasdaq Capital Market under the ticker symbol “PSIG.”

Item 2. Identity and Background.

(a)(b)(c)(f) This statement is being filed by Grand Pro Development Limited, a British Virgin Islands exempted company (“Grand Pro”), Profit Sail SAS Holdings Company Limited, a British Virgin Islands exempted company (“Profit Sail”), and Yee Kit Chan, a Hong Kong citizen (collectively, the “Reporting Persons”). Mr. Chan is the Director of the Issuer. The principal business address of the Reporting Persons is Unit 1002, 10/F, Join-in Hang Sing Centre, No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong.

(d)(e) In the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor have they been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result 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.

Item 3. Source and Amount of Funds or Other Consideration.

On July 18, 2024 (the “Closing Date”), the Issuer consummated the previously announced business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated December 27, 2023, by and among the Issuer, PSI Group Holdings Ltd 利航國際控股有限公司, a Cayman Islands exempted company (“PSI”), AIB Acquisition Corporation, a Cayman Islands exempted company (“AIB”), and other parties thereto (the “Business Combination Agreement”).

In connection with the Business Combination, each of the ordinary shares of PSI that were beneficially owned by Grand Pro and Profit Sail, and by Mr. Chan, through his 100% ownership of Grand Pro and Profit Sail, immediately prior to the First Merger Effective Time (as defined in the Business Combination Agreement) was cancelled and converted into (i) the right to receive 90% of such number of ordinary shares of the Issuer equal to the Exchange Ratio (as defined below), and (ii) the contingent right to receive 10% of such number of ordinary shares equal to the Exchange Ratio in accordance with the Business Combination Agreement and an Escrow Agreement, dated July 16, 2024 (the “Escrow Agreement”), by and between the Issuer, AIB LLC, a Delaware limited liability company (the “SPAC Representative”) and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). The Exchange Ratio, as used herein, equals to 100. As a result, Mr. Chan, through his ownership in Grand Pro and Profit Sail, gained beneficial ownership of an aggregate of 15,534,000 ordinary shares of the Issuer in connection with the Business Combination, including 1,553,400 ordinary shares of the Issuer deposited into the escrow account in accordance with the Escrow Agreement.

The above summary is qualified by reference to the Issuer’s shell company report on Form 20-F (as filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 24, 2024 (File No. 001-42182) and the full text of the Business Combination Agreement, copies of which are filed as Exhibits 2.1 to the Issuer’s registration statement on Form F-4, as amended, initially filed with the SEC on May 30, 2024 (File No. 333-279807) (the “Form F-4”). The Business Combination Agreement is incorporated herein by reference.

Item 4. Purpose of Transaction.

To the extent required by Item 4, the information contained in Item 3 above and Item 6 below is incorporated herein by reference. Other than as described in this Item 4, the Reporting Persons do not have current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, reserve the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer.

(a) (b) See below.

(c) Other than as discussed in this Schedule 13D, including with respect to ordinary shares underlying options, during the past 60 days prior to the date of this statement, the Reporting Persons have not acquired any ordinary shares of the Issuer.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

To the extent required by Item 6, the information contained in Items 3, 4 and 5 above is incorporated herein by reference.

Lock-up Agreement

In connection with execution of the Business Combination Agreement, the Issuer, AIB, the SPAC Representative, PSI have entered into lock-up agreements with Grand Pro and Profit Sail, dated as of December 27, 2023 (the “Lock-up Agreements”). These Lock-up Agreements provide for a lock-up period commencing on the Closing Date and ending on the earlier of (i) the 6-month anniversary of the consummation of the Business Combination (“Closing”) and (ii) the date on which Issuer completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the outstanding ordinary shares of Issuer being converted into cash, securities or other property, with respect to the ordinary shares of Issuer held by the such shareholder. The parties’ undertakings in the lock-up agreements were made as a condition to the willingness of PSI and AIB to consummate the Business Combination and as an inducement and in consideration therefor.

Escrow Agreement

In connection with the Business Combination and simultaneously with the consummation of the First Merger (as defined in the Business Combination Agreement), the Issuer, the SPAC Representative and the Escrow Agent entered into the Escrow Agreement dated July 16, 2024, pursuant to which the Issuer agrees to deposit with the Escrow Agent 2,000,000 ordinary shares of the Issuer (the “Escrow Shares”). The Escrow Agent shall hold, for the benefit of certain shareholders of the Issuer, such number of Escrow Shares as set forth in the Escrow Agreement. The Escrow Agent shall administer the Escrow Shares in accordance with written instructions jointly provided by the Issuer and the SPAC Representative to the Escrow Agent to release Escrow Shares, or any portion thereof, as set forth in such instruction.

The foregoing descriptions of the Lock-up Agreements and Escrow Agreement do not purport to be complete and are qualified by their entirety by reference to the Lock-up Agreements and Escrow Agreement, copies of which are filed as Exhibit 99.3 and Exhibit 99.4 to this statement on Schedule 13D and are incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.

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.

Dated: July 25, 2024