SecProbe.io

March 6, 2025
Dongjian Xie
Chief Executive Officer
Delixy Holdings Ltd
883 North Bridge Road
#04-01 Southbank
Singapore 198785
Re:Delixy Holdings Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed February 20, 2025
File No. 333-283248
Dear Dongjian Xie:
            We have reviewed your amended registration statement and have the following
comment(s).
            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.
Amendment No. 4 to Registration Statement on Form F-1 filed February 20, 2025
Risk Factors
Risks Related to Our Securities and This Offering
The sale or availability for sale of substantial amounts of our Ordinary Shares..., page 21
We note that you have increased the size of the resale offering compared to the IPO
and removed lock-up provisions applicable to the resale shares, which you previously
characterized as "protecting and prioritizing the interests of public shareholders
subscribing to the IPO...in order to give public shareholders subscribing to the IPO the
opportunity to sell their shares in priority to those of the Resale Shareholders." Revise
this risk factor to highlight, if true, that the resale shares will not be subject to any
form of lock-up or leak-out restrictions, that the resale offering outsizes the IPO, and
 1.

March 6, 2025
Page 2
that the resale shareholders may "be willing to accept a lower sales price" because of
the discounted value(s) at which they acquired the shares.
Resale Shareholders, page Alt-2
2.Please enhance your disclosure regarding Dragon Circle to describe the circumstances
under which it acquired its resale shares, similar to what is provided with respect to
the other resale shareholders. For each resale shareholder, disclose the discounted
value at which it received its shares. Additionally, your statement that "[n]either
Novel Majestic nor the persons who have control over it has had, within the past three
years, any material relationship with the Company..." appears inconsistent with the
description at page 98 of services provided to the company by Tran Tieu Cam since
2018. Please revise to provide this background information in the resale prospectus as
well.
Exhibit Index, page II-4
3.Please file a revised legal opinion that reflects the change in the size of the resale
offering.
General
4.Please explain to us why you have elected to increase the size of the resale offering
compared to the IPO and remove lock-up restrictions from the resale shares, and
address whether meeting Nasdaq initial listing standards is a contributing factor. If so,
enhance your risk factor disclosure to acknowledge as much and address the potential
impact that this may have on your listing status moving forward. Include additional
detail regarding the risks of delisting if you are unable to maintain the continued
listing requirements of Nasdaq.
            Please contact James Giugliano at 202-551-3319 or Suying Li at 202-551-3335 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jason Ye