SEC Comment Letter 0000000000-25-002195 to TMD Energy Ltd (TMDE)
TMD Energy Ltd
Date: Feb. 26, 2025 · CIK: 0002009714 · Accession: 0000000000-25-002195
AI Filing Summary & Sentiment
File numbers found in text: 333-283704
Letter
February 26, 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 Amendment No. 2 to Registration Statement on Form F-1 Filed February 4, 2025 File No. 333-283704 Dear Kam Choy Ho: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our January 29, 2025 letter. Amendment No. 2 to Registration Statement on Form F-1 Filed February 4, 2025 Management, page 103 1.We note your response to comment 1, however you continue to disclose outstanding equity awards as of June 30, 2024. Please update this disclosure for the most recently completed fiscal year. Material Income Tax Considerations, page 132 We note your response to comment 2. Please combine the two "Cayman Islands Taxation" subsections (one that begins on page 132 and the other that begins on page 136) into one subsection that contains consistent disclosure. As previously requested, 2.
February 26, 2025 Page 2 also revise to state that the disclosure in the section "Cayman Islands Taxation" is the opinion of counsel, Ogier. Index to Consolidated Financial Statements, page 152 3.Please have your auditors update their consent for the audits of the consolidated financial statements of TMD Energy Limited for the years ended December 31, 2023 and 2022. 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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February 26, 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
Amendment No. 2 to Registration Statement on Form F-1
Filed February 4, 2025
File No. 333-283704
Dear Kam Choy Ho:
We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our January 29, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-1 Filed February 4, 2025
Management, page 103
1.We note your response to comment 1, however you continue to disclose outstanding
equity awards as of June 30, 2024. Please update this disclosure for the most recently
completed fiscal year.
Material Income Tax Considerations, page 132
We note your response to comment 2. Please combine the two "Cayman Islands
Taxation" subsections (one that begins on page 132 and the other that begins on page
136) into one subsection that contains consistent disclosure. As previously requested, 2.
February 26, 2025
Page 2
also revise to state that the disclosure in the section "Cayman Islands Taxation" is the
opinion of counsel, Ogier.
Index to Consolidated Financial Statements, page 152
3.Please have your auditors update their consent for the audits of the consolidated
financial statements of TMD Energy Limited for the years ended December 31, 2023
and 2022.
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