Correspondence 0001493152-25-008432 from TMD Energy Ltd (TMDE)
TMD Energy Ltd
Date: Feb. 27, 2025 · CIK: 0002009714 · Accession: 0001493152-25-008432
AI Filing Summary & Sentiment
File numbers found in text: 333-283704
Referenced dates: February 26, 2025
Letter
Via Edgar Division of Corporation Finance Office of Trade & Services Re: TMD Energy Limited (the “Company”) Amendment No. 2 to Registration Statement on Form F-1 Filed February 4, 2025 File No. 333-283704
Dear SEC Officers:
We hereby provide a response to the comments issued in a letter dated February 26, 2025 (the “Staff’s Letter”) regarding the Company’s Amendment No. 2 to Registration Statement on Form F-1 (the “Amended F-1 No. 2 ”). Contemporaneously, we are filing the amended Registration Statement via Edgar (the “Amended F-1 No. 3”).
In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1 No. 3, 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. 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.
Response: We respectfully advise the Staff that we have revised page 109 of the Amended F-1 No. 3.
Material Income Tax Considerations, page 132
2. 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, also revise to state that the disclosure in the section “Cayman Islands Taxation” is the opinion of counsel, Ogier.
Response: We respectfully advise the Staff that we have revised pages 132 and 136 of the Amended F-1 No. 3.
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.
Response: We respectfully advise the Staff that we have revised page II-4 (including Exhibit 23.1) of the Amended F-1 No. 3.
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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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
27, 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. 2 to Registration Statement on Form F-1
Filed
February 4, 2025
File
No. 333-283704
Dear
SEC Officers:
We
hereby provide a response to the comments issued in a letter dated February 26, 2025 (the “Staff’s Letter”)
regarding the Company’s Amendment No. 2 to Registration Statement on Form F-1 (the “Amended F-1 No. 2 ”).
Contemporaneously, we are filing the amended Registration Statement via Edgar (the “Amended F-1 No. 3”).
In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1 No. 3, 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. 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.
Response:
We respectfully advise the Staff that we have revised page 109 of the Amended F-1 No. 3.
Material
Income Tax Considerations, page 132
2.
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, also
revise to state that the disclosure in the section “Cayman Islands Taxation” is the opinion of counsel, Ogier.
Response:
We respectfully advise the Staff that we have revised pages 132 and 136 of the Amended F-1 No. 3.
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.
Response:
We respectfully advise the Staff that we have revised page II-4 (including Exhibit 23.1) of the Amended F-1 No. 3.
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.