SEC Comment Letter 0000000000-24-013425 to TMD Energy Ltd (TMDE)
TMD Energy Ltd
Date: Dec. 5, 2024 · CIK: 0002009714 · Accession: 0000000000-24-013425
AI Filing Summary & Sentiment
Letter
December 5, 2024 Kam Choy Ho Chief Executive Officer TMD Energy Ltd B-10-06, Block B, Plaza Mont Kiara No. 2, Jalan Kiara, Mont Kiara 50480 Kuala Lumpur Wilayah Persekutuan, West Malaysia Re:TMD Energy Ltd Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted November 14, 2024 CIK No. 0002009714 Dear Kam Choy Ho: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our August 2, 2024 letter. Amendment No. 3 to Draft Registration Statement on Form F-1 Capitalization, page 50 1.Please remove your proforma as adjusted (Full exercise of over-allotment option) column. In addition, remove the similar column and related disclosures in your dilution disclosure.
December 5, 2024 Page 2 Dilution, page 51 2.You appear to include deferred offering costs in your historical net tangible book value of $17,212,343 as of June 30, 2024. Please revise to exclude such costs from your net tangible book value. Unaudited Condensed and Consolidated Statements of Cash Flows, page F-31 3.Please tell us what the repayment to related party payables of $7,426,919 for the June 30, 2024 period represents, how it was calculated, and how it relates to amounts disclosed on page F-42 and F-43. Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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December 5, 2024
Kam Choy Ho
Chief Executive Officer
TMD Energy Ltd
B-10-06, Block B, Plaza Mont Kiara
No. 2, Jalan Kiara, Mont Kiara
50480 Kuala Lumpur
Wilayah Persekutuan, West Malaysia
Re:TMD Energy Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted November 14, 2024
CIK No. 0002009714
Dear Kam Choy Ho:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 2, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Capitalization, page 50
1.Please remove your proforma as adjusted (Full exercise of over-allotment option)
column. In addition, remove the similar column and related disclosures in your
dilution disclosure.
December 5, 2024
Page 2
Dilution, page 51
2.You appear to include deferred offering costs in your historical net tangible book
value of $17,212,343 as of June 30, 2024. Please revise to exclude such costs from
your net tangible book value.
Unaudited Condensed and Consolidated Statements of Cash Flows, page F-31
3.Please tell us what the repayment to related party payables of $7,426,919 for the June
30, 2024 period represents, how it was calculated, and how it relates to amounts
disclosed on page F-42 and F-43.
Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services