SecProbe.io

January 6, 2025
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
Registration Statement on Form F-1
Filed December 10, 2024
File No. 333-283704
Dear Kam Choy Ho:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 Filed December 10, 2024
Dilution, page 51
1.We note your response to prior comment 2. Please tell us why your pro forma as
adjusted net tangible book value at June 30, 2024 and the related dilution
calculations did not change as a result of excluding deferred offering costs in your
historical net tangible book value.
Unaudited Condensed and Consolidated Statements of Cash Flows For the Six Months Ended
June 30, 2024 and 2023, page F-31
Refer to item (ii) in your response to prior comment 3. Please provide disclosure of
the transactions noted in your response. In addition, it appears that the $5.3 million
reduction in APIC and the due from related parties from Straits are non-cash 2.

January 6, 2025
Page 2
transactions. Please tell us why you reflect them as cash outflows and inflows in your
statement of cash flows. Lastly, tell us how the $2.7 million return of capital for
unissued shares for the year ended December 31, 2023 was reflected in your statement
of cashflows Refer to ASC 230-10-50-3 through 230-10-50-5.
Registration Statement on Form F-1 filed December 10, 2024
Material Income Tax Considerations
Cayman Islands Taxation, page 136
3.We note the statement in Exhibit 5.1 that the disclosure in this section of the
prospectus constitutes counsel's opinion. Please revise this section of the prospectus to
state that it constitutes the opinion of Cayman Islands counsel, Ogier. Refer to Section
III.B.2 of Staff Legal Bulletin No. 19. Also include a reference to Exhibit 8.1 in the
exhibit index.

January 6, 2025
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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