SecProbe.io

CORRESP
 1
 filename1.htm

 Xiaoyan
Liao

 SKK
Holdings Limited

 27
First Lok Yang Road

 Singapore
629735

 May
6, 2025

 VIA
EDGAR TRANSMISSION

 Division
of Corporate Finance

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549-6010

 Attn:

 Blake
 Grady

 Nicholas
 Panos

 Division
 of Corporate Finance

 Office
 of Mergers & Acquisitions

 Re:
 SKK
 Holdings Limited (the "Company")

 Schedule
 13D filed on February 27, 2025 by Xiaoyan Liao
 File
 No. 005-94899

 Ladies
and gentlemen:

 I
am receipt of the letter from the Securities and Exchange Commission (the "SEC") dated April 21, 2025. I have restated the
questions and provided my responses below.

 Schedule
13D filed February 27, 2025

 General

 1. We
 note that the event reported as requiring the filing of the Schedule 13D was December 31,
 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five
 business days after the date beneficial ownership of more than five percent of a class of
 equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the December 31, 2024
 event date, the Schedule 13D submitted on February 27, 2025, was not timely filed. Please
 advise us why the Schedule 13D was not filed within the required five business days after
 the date of the acquisition.

 I
respectfully advise the SEC that Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") requires a filing
of Schedule 13D only upon the "acquisition" of equity securities of a class registered under Section 12. I note, however,
that my holdings as a pre-IPO investor qualify me as an "exempt investor" and therefore I am able to file a Schedule 13G
- SEC C&DI 101.01 [Sept. 14, 2009] provides that a security holder owning over five percent of a class of securities prior to going
effective and that has not added any securities to its holdings since the effective date may report its beneficial ownership on Schedule
13G pursuant to Rule 13d-1(d). The Schedule 13G should be filed within 45 days after the end of the calendar quarter in which the Exchange
Act registration becomes effective.

 As
the founder of the Company, I held 8,223,713 shares at the time the Company's registration statement became effective on September
18, 2024. I disposed of 400,000 shares as a selling shareholder in the initial public offering, as described in the registration statement
filed by the Company in connection with the initial public offering. I have neither acquired nor disposed of additional shares since
this date and currently still hold 7,823,713 shares as I did immediately after the disposition of 400,000 shares in connection with the
Company's initial public offering.

 The
end of the calendar quarter in which the registration of the Company's ordinary shares occurred was December 31, 2024. As such,
the deadline to file the Schedule 13G was February 14, 2025 in accordance with Rule 13d-1(d). I incorrectly attempted to submit a Schedule
13D (instead of a Schedule 13G) on February 14, 2025 and it was rejected because I did not submit it under my individual Form ID due
to a miscommunication between my legal counsel and the EDGAR service provider. I then processed my Form ID application and received my
Form ID on February 27,. 2025, at which time I promptly submitted the Schedule 13D.

 Since
I am able to report my holdings on a Schedule 13G, I will submit a Schedule 13G and make a notation on the filing that this filing is
intended to supersede the prior Schedule 13D that I submitted in February.

 2. The
 cover page of the above-captioned Schedule 13D indicates that December 31, 2024 was the date
 of the event that required this filing to have been made. Please advise us how this date
 was determined.

 As
a security holder subject to Rule 13d-1(d), the basis to determine the filing deadline for the Schedule 13G was within 45 days of the
end of the calendar quarter in which the class of shares I held were registered. Since the ordinary shares of the Company were registered
in October 2024, the end of the calendar quarter was December 31, 2024. As such, this is the date that I referenced as the event date
that was the basis for filing the schedule to report my beneficial ownership. I filed a Schedule 13D at this time instead of a Schedule
13G and as noted above, will file a Schedule 13G concurrently with this correspondence to report my beneficial ownership.

 Item
3, page 1

 3. Please
 amend the disclosure provided in Item 3 of your Schedule 13D to include the amount of funds
 used to purchase the reported Ordinary Shares. Refer to Item 3 of Schedule 13D.

 As
noted above, I have submitted a Schedule 13G, which does not require disclosure regarding the amount of funds used to purchase the reported
Ordinary Shares. The Schedule 13G I am filing concurrently with this correspondence will supersede the Schedule 13D that was previously
in lieu of amending the Schedule 13D.

 Schedule
13D.

 Item
5, page 1

 4. We
 note your disclosure of "[n]one" in Item 5(c) of your Schedule 13D. Item 5(c),
 however, requires that each beneficial owner "describe any transactions in the class
 of securities reported on that were effected during the past sixty days." Please revise
 to provide the requisite disclosure for each filing person with respect to all transactions
 in the securities between the deadline for timely filing the Schedule 13D and the actual
 filing of the Schedule 13D. In amending the Schedule 13D to include the required disclosures,
 please be advised that the Instruction to Item 5(c) requires the beneficial owner to "describe,"
 at a minimum, the following: "(1) The identity of the person covered by Item 5(c) who
 effected the transaction; (2) the date of transaction;(3) the amount of securities involved;
 (4) the price per share or unit; and (5) where and how the transaction was effected."

 I
respectfully note that I have not acquired or disposed of any class of securities of the Company since the time of the Company's
initial public offering, at which time I disposed of 400,000 shares as part of the underwritten public offering. Since the initial public
offering, I have held 7,823,713 shares and I continue to hold 7,823,713 shares as I have not acquired nor disposed of any shares since
that time.

 As
an "exempt investor" subject to Rule 13-d-1(d), I understand that if I acquire additional ordinary shares in the Company,
I must evaluate whether I am still eligible to rely on Rules 13d-1(b) or 13d-1(c) to continue to report on Schedule 13G if the most recent
acquisition (by adding to all other acquisitions of securities of the same class during the 12 months immediately preceding the date
of the most recent acquisition to determine if the acquisitions aggregate to more than two percent of the class of such securities) in
accordance with Section 13(d)(6)(B) of the Exchange Act.

 If
you have any questions regarding this response, please contact R. Joilene Wood at (415) 305-4651 or David Ficksman at (310) 789-1290.

 Very
 truly yours,

 By:
 /s/
 Xiaoyan Liao

 Name:
 Xiaoyan
 Liao

 cc:

 David
 Ficksman, TroyGould PC

 R.
 Joilene Wood, TroyGould PC