Correspondence 0001493152-25-004838 from TMD Energy Ltd (TMDE)
TMD Energy Ltd
Date: Feb. 4, 2025 · CIK: 0002009714 · Accession: 0001493152-25-004838
AI Filing Summary & Sentiment
File numbers found in text: 333-283704
Referenced dates: January 29, 2025
Letter
Via Edgar Division of Corporation Finance Office of Trade & Services Re: TMD Energy Limited (the “Company”) Amendment No. 1 to Registration Statement on Form F-1 Filed January 10, 2025 File No. 333-283704
Dear SEC Officers:
We hereby provide a response to the comments issued in a letter dated January 29, 2025 (the “Staff’s Letter”) regarding the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Amended F-1 No. 1”). Contemporaneously, we are filing the amended Registration Statement via Edgar (the “Amended F-1 No. 2”).
In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1 No. 2, we have responded to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Amendment No. 1 to Registration Statement on Form F-1
Management, page 103
1. Please update your compensation disclosure to include the most recently completed fiscal year. Refer to Item 6.B of Form 20-F.
Response: We respectfully advise the Staff that we have revised page 109 of the Amended F-1 No. 2.
Cayman Islands Taxation, page 136
2. We note your revised disclosure in response to comment 3. Please revise your prospectus disclosure to state that the disclosure in the section “Cayman Islands Taxation” constitutes the opinion of Cayman Islands counsel, Ogier. Please also revise Exhibit 5.1 to consent to the reference to your firm in this section of the prospectus.
Response: We respectfully advise the Staff that we have revised pages 136 and II-4 of the Amended F-1 No. 2 (including Exhibit 5.1).
Unaudited Condensed and Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2024 and 2023, page F-31
3. We note your response to prior comment 2 and the revised amounts in your statement of cash flows for the six month period ended June 30, 2024. Please provide us with a rollforward of the related party payables account from the beginning balance to ending balance showing borrowings, payments and the $5.3 million non-cash item. Also reconcile such activity to the $.24 million decrease in related party payables in you statement of cash flows. In addition, tell us why the effect of foreign currency translation on cash and cash equivalents changed from $.86 million to ($4.5) million. Lastly, revise your disclosure to comply with ASC 250-10-50-7.
Response:
(i) Please refer to Annex I to this response for the “Related Party Rollforward Analysis” as requested.
(ii) Please refer to the “Related Party Rollforward Analysis” for the reconciliation activity of the $0.24 million decrease in Related Party Payables which agrees to the statement of cash flows.
(iii) Upon further review, the management identified an error in the Foreign Currency Translation on the Cash and Cash Equivalents. Please refer to Note 3 in the financial statements as of June 30, 2024 and also Annex II to this response for the “Comparative schedule of the cash flow statements”.
(iv) We respectfully advise the Staff that we have revised page 80, F-31 and F-40 of the Amended F-1 No. 2 relating to the financial statements including the compliance with ASC 250-10-50-7 in Note 3 of the financial statements as of June 30, 2024.
Please reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/
Dato Sri’ Kam Choy HO
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filename1.htm
TMD
ENERGY LIMITED
B-10-06,
Block B, Plaza Mont Kiara
No.
2, Jalan Kiara, Mont Kiara
50480
Kuala Lumpur
Wilayah
Persekutuan, West Malaysia
Via
Edgar
February
4, 2025
Division
of Corporation Finance
Office
of Trade & Services
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
TMD Energy Limited (the “Company”)
Amendment
No. 1 to Registration Statement on Form F-1
Filed
January 10, 2025
File
No. 333-283704
Dear
SEC Officers:
We
hereby provide a response to the comments issued in a letter dated January 29, 2025 (the “Staff’s Letter”) regarding
the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Amended F-1 No. 1”). Contemporaneously,
we are filing the amended Registration Statement via Edgar (the “Amended F-1 No. 2”).
In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1 No. 2, we have responded
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Amendment
No. 1 to Registration Statement on Form F-1
Management,
page 103
1.
Please
update your compensation disclosure to include the most recently completed fiscal year. Refer to Item 6.B of Form 20-F.
Response:
We respectfully advise the Staff that we have revised page 109 of the Amended F-1 No. 2.
Cayman
Islands Taxation, page 136
2.
We
note your revised disclosure in response to comment 3. Please revise your prospectus disclosure to state that the disclosure in the
section “Cayman Islands Taxation” constitutes the opinion of Cayman Islands counsel, Ogier. Please also revise Exhibit
5.1 to consent to the reference to your firm in this section of the prospectus.
Response:
We respectfully advise the Staff that we have revised pages 136 and II-4 of the Amended F-1 No. 2 (including Exhibit 5.1).
Unaudited
Condensed and Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2024 and 2023, page F-31
3.
We
note your response to prior comment 2 and the revised amounts in your statement of cash flows for the six month period ended June
30, 2024. Please provide us with a rollforward of the related party payables account from the beginning balance to ending balance
showing borrowings, payments and the $5.3 million non-cash item. Also reconcile such activity to the $.24 million decrease in related
party payables in you statement of cash flows. In addition, tell us why the effect of foreign currency translation on cash and cash
equivalents changed from $.86 million to ($4.5) million. Lastly, revise your disclosure to comply with ASC 250-10-50-7.
Response:
(i) Please
refer to Annex I to this response for the “Related Party Rollforward Analysis”
as requested.
(ii) Please
refer to the “Related Party Rollforward Analysis” for the reconciliation activity
of the $0.24 million decrease in Related Party Payables which agrees to the statement of
cash flows.
(iii) Upon
further review, the management identified an error in the Foreign Currency Translation on
the Cash and Cash Equivalents. Please refer to Note 3 in the financial statements as of June
30, 2024 and also Annex II to this response for the “Comparative schedule of the cash
flow statements”.
(iv)
We respectfully advise
the Staff that we have revised page 80, F-31 and F-40 of the Amended F-1 No. 2 relating to the financial statements including the compliance
with ASC 250-10-50-7 in Note 3 of the financial statements as of June 30, 2024.
Please
reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.
Sincerely,
/s/
Dato Sri’ Kam Choy HO
TMD
Energy Limited
Chief
Executive Officer
Encl.
Annex
I
Related Party Rollforward Analysis
Rollforward
Related Party Payables for the period from January 01, 2024 to June 30, 2024
Related
Party Payables
Names
of related parties
SMT
SML
SMM
Pan
DS
Total
USD
USD
USD
USD
USD
USD
Opening
balance per Balance Sheet
(154,982 )
(30,420 )
(19,865 )
(295,610 )
(21,716 )
(522,593 )
Ending
Balance per Balance Sheet
(90,874 )
(40,171 )
(8,719 )
(130,241 )
(10,604 )
(280,609 )
Movement
64,108
(9,751 )
11,146
165,369
11,112
241,984
Opening
balance
(154,982 )
(30,420 )
(19,865 )
(295,610 )
(21,716 )
(522,593 )
Cash
movement Increase in Borrowings
(10,460 )
(1,659 )
(12,119 )
Repayment
64,191
10,682
167,241
10,604
252,718
Reclassification
1,385
1,385
65,576
(10,460 )
10,682
165,582
10,604
241,984
#1
Non-
cash movement
APIC
Reduction
-
-
-
-
-
-
Total
Decrease
65,576
(10,460 )
10,682
165,582
10,604
241,984
Foreign
Currency Translation Effect
(1,468 )
709
464
(213 )
508
-
Total
Movement including FX
64,108
(9,751 )
11,146
165,369
11,112
241,984
Ending
Balance
(90,874 )
(40,171 )
(8,719 )
(130,241 )
(10,604 )
(280,609 )
#
1 Agreed to cash flow statement’s - Decrease in related party payables
Abbreviation
:
SMT
Straits Management Services Sdn Bhd
SML
Sinar Maju Logistik Sdn Bhd
SMM
Sinar Maju Marin Sdn Bhd
Pan
Pan Management Services Ltd
DS
Dato’ Sri Ho Kam Choy
Rollforward
Related Party Receivables for the period from January 01, 2024 to June 30, 2024
Related Party Receivables
Names of related parties
Straits
Victoria
V3
BH
SAT
SPM
SMT
En Raja
Total
USD
USD
USD
USD
USD
USD
USD
USD
USD
Opening balance per Balance Sheet
1,623,241
631,778
74,066
110
1,024
93
1,385
1,469,762
3,801,459
Ending Balance per Balance Sheet
617,290
822,060
72,165
108
1,000
91
-
1,463,668
2,976,382
Movement
(1,005,951 )
190,282
(1,901 )
(2 )
(24 )
(2 )
(1,385 )
(6,094 )
(825,077 )
Opening balance
1,623,241
631,778
74,066
110
1,024
93
1,385
1,469,762
3,801,459
Cash movement
Advances to related parties
5,550,551
168,343
-
5,718,894
Trade sales
39,402
39,402
Repayment
(1,238,635 )
(31,472 )
(1,270,107 )
Reclassification
(1,385 )
(1,385 )
4,311,916
207,745
-
-
-
-
(1,385 )
(31,472 )
4,486,804 #2
Non- cash movement
APIC Reduction
(5,311,880 )
(5,311,880 )
Total Movement
(999,964 )
207,745
-
-
-
-
(1,385 )
(31,472 )
(825,076 )
Foreign Currency Translation Effect (FX)
(5,987 )
(17,463 )
(1,901 )
(2 )
(24 )
(2 )
-
25,378
(1 )
Total Movement including FX
(1,005,951 )
190,282
(1,901 )
(2 )
(24 )
(2 )
(1,385 )
(6,094 )
(825,077 )
Ending Balance
617,290
822,060
72,165
108
1,000
91
-
1,463,668
2,976,382
#
2 Agreed to cash flow statement’s - Increase in due from related parties
Abbreviation
:
Straits
Straits Energy Resources Berhad
Victoria
Victoria STS (Labuan) Sdn Bhd
V3
Victoria 3 Limited
BH
Benua Hijau
SAT
Straits Alliance Transport Sdn Bhd
SPM
Straits Port Management Sdn Bhd
SMT
Straits Management Services Sdn Bhd
En Raja
Raja Ismail Bin Raja Mohamed
Annex
II
Comparative
Schedule of Cash Flow Statements
Comparative Schedule of Cash Flow Statements
Cash
Flow Type Cash Flow Description
Form
F-1 (Filing Dated 10 Dec 2024) (A)
Form
F-1 (Filing Dated 10 Jan 2025) Amendment No. 1 (B)
(A)
vs. (B) Changes
Form
F-1 (Current Filing) Amendment No. 2 (C )
(B)
vs (C ) Changes
(A)
vs. (C ) Changes
Operating
(Increase) Decrease in due from related parties
825,076
825,076
-
(4,486,804 )
5,311,880
5,311,880
Financing
Decrease in related party payables
(5,553,864 )
(241,984 )
(5,311,880 )
(241,984 )
-
(5,311,880 )
Effect
of foreign currency translation
859,151
(4,452,729 )
5,311,880
859,151
(5,311,880 )
-
Non-cash
financing and investing Reversal of additional paid-in capital via decrease in related party receivables
-
5,311,880
(5,311,880 )
5,311,880
-
(5,311,880 )