SecProbe.io

CORRESP
 1
 filename1.htm

 March 27, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street NE

 Washington, D.C. 20549

 Re: Delixy Holdings Limited (the "Company")

 Registration Statement on Form F-1

 File No. 333-283248

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), Bancroft Capital, LLC, as representative of the underwriters, hereby requests
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern
Time on March 31, 2025 or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone
call to the staff.

 Pursuant to Rule 460 under the Securities Act, we wish
to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions,
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating underwriters that they have complied with
or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

 [Signature Page Follows]

 Very truly yours,

 Bancroft Capital, LLC

 By:

 /s/ Robert L. Malin

 Name:
 Title:

 Robert L. Malin Managing Director

 [Signature Page to Acceleration Request]

CORRESP
 1
 filename1.htm

 Delixy Holdings Limited

 883 North Bridge Road
#04-01
Southbank
Singapore 198785

 March 27, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:	Ms. Rebekah Reed

 Re:
 Delixy Holdings Limited

 Registration Statement on Form F-1, as amended (File No. 333- 283248)
 Request for Acceleration of Effectiveness

 Dear Madam,

 In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Delixy Holdings Limited hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration Statement become effective
at 4:00 p.m., Eastern Time, on March 31, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Delixy Holdings Limited

 By:
 /s/ Xie, Dongjian

 Name:
 Xie, Dongjian

 Title:
 Executive Chairman, Chief Executive Officer and Executive Director

CORRESP
 1
 filename1.htm

 Delixy Holdings Limited

 883 North Bridge Road

 #04-01 Southbank

 Singapore 198785

 March 26, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Ms. Rebekah Reed

 Re:
 Delixy Holdings Limited

 Amendment No. 6 to Registration Statement on Form F-1

 Filed March 19, 2025

 File No. 333-283248

 Dear Madam:

 This letter is in response to your letter of March
25, 2025, in which you provided comments to Amendment No. 6 to the Registration Statement on Form F-1 of Delixy Holdings Limited (the
"Company") filed with the U.S. Securities and Exchange Commission on March 19, 2025 ("Form F-1/A6"). We set forth
below the comment in your letter relating to Form F-1/A6 followed by our response to the comment. Concurrently with the submission of
this letter, we hereby transmit, via EDGAR, Amendment No. 7 to the Registration Statement on Form F-1 ("Form F-1/A7") for
filing with the Commission, which has been revised to reflect the Staff's comments.

 Amendment No. 6 to Registration Statement on
Form F-1 filed March 19, 2025

 Exhibit Index, page II-4

 1.
 Please obtain and file an updated consent from your independent registered public accounting firm (i.e., Exhibit 23.1).

 RESPONSE : We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have filed an updated consent from our independent registered public accounting
firm as Exhibit 23.1 to Form F-1/A7.

 We hope this response has addressed all of the
Staff's concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company's securities counsel William S. Rosenstadt, Esq. or Mengyi "Jason" Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

 Very truly yours,

 Delixy Holdings Limited

 /s/ Xie, Dongjian

 Name:
 Xie, Dongjian

 Title:
 Chairman and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Dongjian Xie
Chief Executive Officer
Delixy Holdings Ltd
883 North Bridge Road
#04-01 Southbank
Singapore 198785

 Re: Delixy Holdings Ltd
 Amendment No. 6 to Registration Statement on Form F-1
 Filed March 19, 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. 6 to Registration Statement on Form F-1 filed March 19, 2025
Exhibit Index, page II-4

1. Please obtain and file an updated consent from your independent
registered public
 accounting firm (i.e., Exhibit 23.1).
 March 25, 2025
Page 2

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Delixy Holdings Limited

 883 North Bridge Road

 #04-01 Southbank

 Singapore 198785

 March 19, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Rebekah Reed

 Re:
 Delixy Holdings Limited

 Amendment No. 5 to Registration Statement on Form F-1

 Filed March 10, 2025

 File No. 333-283248

 Dear Madam:

 This letter is in response to your letter of March
14, 2025, in which you provided comments to Amendment No. 5 to the Registration Statement on Form F-1 of Delixy Holdings Limited (the
"Company") filed with the U.S. Securities and Exchange Commission on March 10, 2025 ("Form F-1/A5"). We set forth
below the comment in your letter relating to Form F-1/A5 followed by our responses to the comment. Concurrently with the submission of
this letter, we hereby transmit, via EDGAR, Amendment No. 6 to the Registration Statement on Form F-1 ("Form F-1/A6") for
filing with the Commission, which has been revised to reflect the Staff's comments.

 Amendment No. 5 to Registration Statement on
Form F-1 filed March 10, 2025

 Resale Shareholders, page Alt-2

 1.
 We reissue prior comment 2 in part. For each resale shareholder, disclose the discounted value at which it received its shares. We note that you have provided the "implied value" of services provided by the beneficial owners of Golden Legend and Novel Majestic, but there is no comparable information provided with respect to Cosmic Magnet, Rosywood Holdings, or Dragon Circle. Your disclosure should allow investors to understand the per-share lower value at which all resale shares were obtained.

 RESPONSE : We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have updated our disclosure at page Alt-2 of Form F-1/A6 to provide comparable
information with regards to the value at which the resale shares were obtained in respect of Cosmic Magnet, Rosywood Holdings and Dragon
Circle.

 We hope this response has addressed all of the
Staff's concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company's securities counsel William S. Rosenstadt, Esq. or Mengyi "Jason" Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

 Very truly yours,

 Delixy Holdings Limited

 /s/ Xie, Dongjian

 Name:
 Xie, Dongjian

 Title:
 Chairman and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Dongjian Xie
Chief Executive Officer
Delixy Holdings Ltd
883 North Bridge Road
#04-01 Southbank
Singapore 198785

 Re: Delixy Holdings Ltd
 Amendment No. 5 to Registration Statement on Form F-1
 Filed March 10, 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. Unless
we note
otherwise, any references to prior comments are to comments in our March 6,
2025 letter.

Amendment No. 5 to Registration Statement on Form F-1 filed March 10, 2025
Resale Shareholders, page Alt-2

1. We reissue prior comment 2 in part. For each resale shareholder,
disclose the
 discounted value at which it received its shares. We note that you have
provided the
 "implied value" of services provided by the beneficial owners of Golden
Legend and
 Novel Majestic, but there is no comparable information provided with
respect to
 Cosmic Magnet, Rosywood Holdings, or Dragon Circle. Your disclosure
should allow
 investors to understand the per-share lower value at which all resale
shares were
 obtained.
 March 14, 2025
Page 2

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 10, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 James Giugliano

 Suying Li

 Rebekah Reed

 Taylor Beech

 Re:
 Delixy Holdings Limited

 Amendment No. 4 to Registration Statement on Form F-1

 Filed February 20, 2025

 File No. 333-283248

 Dear Mr. Giugliano, Ms. Li, Ms. Reed and Ms. Beech:

 This letter is in response to your letter of March
6, 2025, in which you provided comments to Amendment No. 4 to the Registration Statement on Form F-1 of Delixy Holdings Limited (the "Company")
filed with the U.S. Securities and Exchange Commission on February 20, 2025 ("Form F-1/A4"). We set forth below in bold the
comments in your letter relating to Form F-1/A4 followed by our responses to the comments. Concurrently with the submission of this letter,
we hereby transmit, via EDGAR, Amendment No. 5 to the Registration Statement on Form F-1 ("Form F-1/A5") for filing with the
Commission, which has been revised to reflect the Staff's 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

 1. 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 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.

 RESPONSE : We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have amended the disclosure in this section to state that the Ordinary
Shares being registered for sale in the Resale Prospectus will not be subject to any lock-up or leak-out restrictions, and the aggregate
number of Ordinary Shares being registered for resale exceeds the number of Ordinary Shares being offered in this Offering. As a result,
a significant portion of our outstanding shares may become available for immediate resale following the Offering, which could increase
the supply of our Ordinary Shares in the market and negatively impact the market price of our Ordinary Shares. Given that the Resale Shareholders
acquired their Ordinary Shares at a discount to the public offering price, they may also, in selling their Ordinary Shares, be willing
to accept a lower sales price than the price investors pay in this offering.

 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.

 RESPONSE : We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have revised our disclosure regarding Dragon Circle and Novel Majestic to
provide the relevant background information in this section. We have also revised the statement regarding Novel Majestic to state that
except as disclosed in the relevant section, neither Novel Majestic nor the persons who have control over it has had, within the past
three years, any material relationship with the Company or any of its predecessors or affiliates.

 Exhibit Index, page II-4

 3. Please file a revised legal opinion that reflects the change in the size of the resale offering.

 RESPONSE : We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have filed a revise legal opinion in exhibit 5.1 to reflect 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.

 RESPONSE : We note the Staff's comment,
and in response hereto, respectfully advise the Staff that the decision to increase the size of the resale offering and remove lock-up
restrictions was made to provide the Resale Shareholders, who have held their shares for more than one year, with the ability to resell
their shares immediately following the Offering if they elect to do so. Additionally, our lead underwriter has expressed comfort with
both the removal of the lock-up restrictions and the increase in resale shares given the Company's strong financial position and
potential growth. In this regard, to ensure transparency for potential investors, we have also enhanced our risk factor disclosure to
highlight the risks surrounding the resale of a large number of shares and the lack of lock-up restrictions on these resale shares.

 To clarify, meeting Nasdaq's initial listing
standards is not a contributing factor to our decision because the Company already meets the standard under the net income criteria, with
net profits exceeding US$750,000, and the offering size exceeding US$5,000,000 (without taking into account the resale offering). As such,
we believe there is no impact on our Nasdaq listing status in relation to our ability to meet Nasdaq's initial listing standards.
With regards to the risks of delisting if we are unable to maintain the continued listing requirements of Nasdaq, we believe we have adequately
disclosed this risk at page 26 of Form F-1/A5, under the risk factor " If we fail to meet applicable listing requirements, Nasdaq
Capital Market may delist our Shares from trading, in which case the liquidity and market price of our Shares could decline ".

 We hope this response has addressed all of the
Staff's concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company's securities counsel William S. Rosenstadt, Esq. or Mengyi "Jason" Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

 Very truly yours,

 Delixy Holdings Limited

 /s/ Xie, Dongjian

 Name:
 Xie, Dongjian

 Title:
 Chairman and Chief Executive Officer

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

CORRESP
1
filename1.htm

February 6, 2025

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    James Giugliano

    Suying Li

    Rebekah Reed

    Taylor Beech

    Re:
    Delixy Holdings Limited

    Amendment No. 2 to Registration Statement on Form F-1

    Filed January 13, 2025

    File No. 333-283248

Dear Mr. Giugliano, Ms. Li, Ms. Reed and Ms. Beech:

This letter is in response to your letter of January
31, 2025, in which you provided comments to Amendment No. 2 to the Registration Statement on Form F-1 of Delixy Holdings Limited (the
“Company”) filed with the U.S. Securities and Exchange Commission on January 13, 2025 (“Form F-1/A2”). We set
forth below in bold the comments in your letter relating to Form F-1/A2 followed by our responses to the comments. Concurrently with the
submission of this letter, we hereby transmit, via EDGAR, Amendment No. 3 to the Registration Statement on Form F-1 (“Form F-1/A3”)
for filing with the Commission, which has been revised to reflect the Staff’s comments.

Amendment No. 2 to Registration Statement on
Form F-1 filed January 13, 2025

Dilution, page 32

1. We read your revisions on page 32 in
response to prior comment 1. We note you continue to disclose that “the pro forma as adjusted net tangible book value as of
June 30, 2024 would have been approximately US$775,000, or US$0.05 per Share.” Please tell us how you determined this pro forma
as adjusted net tangible book value. We also note that you disclose “[t]his represents an immediate increase in pro forma as
adjusted net tangible book value of US$0.23 per Share.” Please reconcile this amount to the $0.300 increase in as adjusted net
tangible book value per Share attributable to the investors in this offering disclosed in the dilution table.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we  have updated the disclosures in the Dilution section and revised
the numbers accordingly.

Management

Compensation of Executive Directors and Executive Officers, page
94

2. Please update your executive compensation disclosure for the most
recently completed fiscal year. Refer to Item 6.B of Form 20-F. Additionally, it is unclear what the “table below” mentioned
in this paragraph is referring to, as you appear to disclose compensation information only on an aggregate basis. Please revise accordingly.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have removed “the table below” to avoid confusion and have updated the executive
compensation disclosure for the most recently completed fiscal year.

Consolidated Financial Statements, page F-1

3. Please update your financial statements consistent with Item 8.A.4
of Form 20-F and the instructions thereto, or tell us why updated financial statements are not necessary.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have filed as exhibit 99.7, a request for waiver and representation under item 8.A.4 of
Form 20-F.

Exhibit Index

Exhibit 23.1 - Consent of OneStop Assurance PAC, page II-4

4. Please obtain and file an updated consent from your auditor.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have obtained and filed the updated consent from our auditor.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    Delixy Holdings Limited

    /s/ Xie, Dongjian

    Name:
    Xie, Dongjian

    Title:
    Chairman and Chief Executive Officer

January 31, 2025
Dongjian Xie
Chief Executive Officer
Delixy Holdings Ltd
883 North Bridge Road
#04-01 Southbank
Singapore 198785
Re:Delixy Holdings Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed January 13, 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. Unless we note
otherwise, any references to prior comments are to comments in our January 6, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed January 13, 2025
Dilution, page 32
1.We read your revisions on page 32 in response to prior comment 1. We note you
continue to disclose that "the pro forma as adjusted net tangible book value as of June
30, 2024 would have been approximately US$775,000, or US$0.05 per Share." Please
tell us how you determined this pro forma as adjusted net tangible book value. We
also note that you disclose "[t]his represents an immediate increase in pro forma as
adjusted net tangible book value of US$0.23 per Share." Please reconcile this amount
to the $0.300 increase in as adjusted net tangible book value per Share attributable to
the investors in this offering disclosed in the dilution table.

January 31, 2025
Page 2
Management
Compensation of Executive Directors and Executive Officers, page 94
2.Please update your executive compensation disclosure for the most recently
completed fiscal year. Refer to Item 6.B of Form 20-F. Additionally, it is unclear what
the "table below" mentioned in this paragraph is referring to, as you appear to
disclose compensation information only on an aggregate basis. Please revise
accordingly.
Consolidated Financial Statements, page F-1
3.Please update your financial statements consistent with Item 8.A.4 of Form 20-F and
the instructions thereto, or tell us why updated financial statements are not necessary.
Exhibit Index
Exhibit 23.1 - Consent of OneStop Assurance PAC, page II-4
4.Please obtain and file an updated consent from your auditor.
            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

CORRESP
1
filename1.htm

January 13, 2025

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    James Giugliano

    Suying Li

    Rebekah Reed

    Taylor Beech

    Re:
    Delixy Holdings Limited

    Amendment No. 1 to Registration Statement on Form F-1

    Filed December 19, 2024

    File No. 333-283248

Dear Mr. Giugliano, Ms. Li, Ms. Reed and Ms. Beech:

This letter is in response to your letter of January
6, 2025, in which you provided comments to Amendment No. 1 to the Registration Statement on Form F-1 of Delixy Holdings Limited (the “Company”)
filed with the U.S. Securities and Exchange Commission on December 19, 2024 (“Form F-1”). We set forth below in bold the comments
in your letter relating to Form F-1 followed by our responses to the comments. Concurrently with the submission of this letter, we hereby
transmit, via EDGAR, Amendment No. 2 to the Registration Statement on Form F-1 (“Form F-1/A2”) for filing with the Commission,
which has been revised to reflect the Staff’s comments.

Amendment No. 1 to Registration Statement on
Form F-1 filed on December 19, 2024

Dilution,
page 32

    1.
    Please revise your calculations of the historical and pro forma net tangible book value amounts and related per share amounts as of June 30, 2024 to exclude the deferred offering costs.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our calculations at page 32 of Form F-1/A2 to exclude the deferred
offering costs.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    Delixy Holdings Limited

    /s/ Xie, Dongjian

    Name:
    Xie, Dongjian

    Title:
    Chairman and Chief Executive Officer

January 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. 1 to Registration Statement on Form F-1
Filed December 19, 2024
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. Unless we note
otherwise, any references to prior comments are to comments in our November 27,
2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Dilution, page 32
1.Please revise your calculations of the historical and pro forma net tangible book value
amounts and related per share amounts as of June 30, 2024 to exclude the deferred
offering costs.

January 6, 2025
Page 2
            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

CORRESP
1
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December 19, 2024

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    James Giugliano

    Suying Li

    Rebekah Reed

    Taylor Beech

    Re:
    Delixy Holdings Limited

    Registration Statement on Form F-1

    Filed November 15, 2024

    File No. 333-283248

Dear Mr. Giugliano, Ms. Li, Ms. Reed and Ms. Beech:

This letter is in response to your letter of November
27, 2024, in which you provided comments to the Registration Statement on Form F-1 of Delixy Holdings Limited (the “Company”)
filed with the U.S. Securities and Exchange Commission on November 15, 2024 (“Form F-1”). We set forth below in bold the comments
in your letter relating to Form F-1 followed by our responses to the comments. Concurrently with the submission of this letter, we hereby
transmit, via EDGAR, an amended Registration Statement on Form F-1 (“Form F-1/A”) for filing with the Commission, which has
been revised to reflect the Staff’s comments.

Registration Statement on Form F-1 filed on
November 15, 2024

Capitalization,
page 30

    1.
    You disclose that as of September 30, 2024 there were 15 million Ordinary Shares outstanding on an actual basis. Please reconcile this amount to the 1 million Ordinary Shares outstanding disclosed in your balance sheet as of June 30, 2024 on page F-28. Please also address similar discrepancies regarding outstanding shares on pages 7, 32, 96, 97 and 101.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that following the forward stock split effected by the Company on November 29, 2024,
there are 15 million Ordinary Shares outstanding on an actual basis. We have revised our disclosures on pages 33, 34, 36, 37, 59, F-3,
F-4, F-5, F-8, F-28, F-29, F-30 and F-33 accordingly.

    2.
    Please revise the number of Ordinary Shares issued and outstanding on an as adjusted basis to reflect the issuance of Ordinary Shares in this offering.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the number of Ordinary Shares issued and outstanding on an
as adjusted basis to reflect the issuance of Ordinary Shares on page 30.

Dilution,
page 32

    3.
    Please revise your dilution calculations to use amounts derived from your most recent interim financial statements.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our dilution calculations at page 32 of Form F-1/A to use amounts
derived from our most recent interim financial statements.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations, page 39

    4.
    We note your disclosure that revenues from trading in crude oil were 50.1% of total trading revenue for the six months ended June 30, 2024, a decrease from 97.4% of total trading revenue for the six months ended June 30, 2023. Please explain whether this decline in the portion of revenues from crude oil trading constitutes a known trend within your business and, if so, identify any anticipated material impacts to your results of operations.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our disclosure at pages 41 and 75 to further clarify that the
decline in crude oil’s proportion of our trading revenue for the six months ended June 30, 2024 was primarily driven by an increase
in sales of our oil-based products, in particular, straight run fuel oil. Our customers select their feedstocks based on crack margins,
and there was an increase in demand for straight run fuel oil due to its profitability and utility as a refinery feedstock in the current
market. We consider this change in revenue composition to be a reflection of current market demands and customer preferences rather than
a known or sustained trend within our business. Our business model is designed to adapt to such market fluctuations, and we optimize our
operations to suit current customer needs and market conditions. Accordingly, we do not anticipate any material impacts on our results
of operations arising from the change in revenue composition.

Results of Operations

Comparison of Results of Operations for the Six Months Period Ended June 30, 2023 and 2024, page 41

    5.
    Please revise your revenue discussion to provide quantified explanations for the change in revenue between the two reporting periods. In doing so, please describe and quantify the extent to which such change is attributable to changes in prices or to changes in the volume of the products being sold. Refer to Item 303(b)(2) of Regulation S-K.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the revenue discussion at page 41 and 44 to explain the change
in revenue between the two reporting periods.

Management

Employment Agreements, page 94

    6.

    Please revise to eliminate inconsistencies between
    the disclosure in this section and the executed employment agreements on file as Exhibits 10.1, 10.2, and 10.3. For example, you state
    here that the agreements contain non-compete provisions lasting twelve months after cessation of employment, but Section 2.03 of the agreements
    imply a two year post-termination non-compete period. The description of the termination provisions under the agreements also appears
    inconsistent with Article III thereof.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our disclosure at page 95 to align with the terms of the executed
employment agreements on file as Exhibits 10.1, 10.2 and 10.3.

Notes to Consolidated Financial Statements

Note 1 - Business Overview and Basis of Presentation

Reorganization, page F-7

    7.
    Please tell us how you have retroactively adjusted your financial statements and related information to reflect the 1:200 forward stock split of your Ordinary Shares and the shares surrendered by your existing shareholders on October 2, 2024.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have retroactively adjusted our financial statements and related information
to reflect the 1:200 forward stock split of our Ordinary Shares and the shares surrendered by our existing shareholders on November 29,
2024 by revising our disclosures on pages 33, 34, 36, 37, 59, F-3, F-4, F-5, F-8, F-28, F-29, F-30 and F-33 accordingly.

    2

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    Delixy Holdings Limited

    /s/ Xie, Dongjian

    Name:
    Xie, Dongjian

    Title:
    Chairman and Chief Executive Officer

3

November 27, 2024
Dongjian Xie
Chief Executive Officer
Delixy Holdings Ltd
883 North Bridge Road
#04-01 Southbank
Singapore 198785
Re:Delixy Holdings Ltd
Registration Statement on Form F-1
Filed November 15, 2024
File No. 333-283248
Dear Dongjian Xie:
            We have reviewed your 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.
Registration Statement on Form F-1 filed November 15, 2024
Capitalization, page 30
1.You disclose that as of September 30, 2024 there were 15 million Ordinary Shares
outstanding on an actual basis. Please reconcile this amount to the 1 million Ordinary
Shares outstanding disclosed in your balance sheet as of June 30, 2024 on page F-28.
Please also address similar discrepancies regarding outstanding shares on pages 7, 32,
96, 97 and 101.
2.Please revise the number of Ordinary Shares issued and outstanding on an as adjusted
basis to reflect the issuance of Ordinary Shares in this offering.
Dilution, page 32
3.Please revise your dilution calculations to use amounts derived from your most recent
interim financial statements.

November 27, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 39
4.We note your disclosure that revenues from trading in crude oil were 50.1% of total
trading revenue for the six months ended June 30, 2024, a decrease from 97.4% of
total trading revenue for the six months ended June 30, 2023. Please explain whether
this decline in the portion of revenues from crude oil trading constitutes a known trend
within your business and, if so, identify any anticipated material impacts to your
results of operations.
Results of Operations
Comparison of Results of Operations for the Six Months Period Ended June 30, 2023 and
2024, page 41
5.Please revise your revenue discussion to provide quantified explanations for the
change in revenue between the two reporting periods. In doing so, please describe and
quantify the extend to which such change is attributable to changes in prices or to
changes in the volume of the products being sold. Refer to Item 303(b)(2) of
Regulation S-K.
Management
Employment Agreements, page 94
6.Please revise to eliminate inconsistencies between the disclosure in this section and
the executed employment agreements on file as Exhibits 10.1, 10.2, and 10.3. For
example, you state here that the agreements contain non-compete provisions lasting
twelve months after cessation of employment, but Section 2.03 of the agreements
imply a two year post-termination non-compete period. The description of the
termination provisions under the agreements also appears inconsistent with Article III
thereof.
Notes to Consolidated Financial Statements
Note 1 - Business Overview and Basis of Presentation
Reorganization, page F-7
7.Please tell us how you have retroactively adjusted your financial statements and
related information to reflect the 1:200 forward stock split of your Ordinary Shares
and the shares surrendered by your existing shareholders on October 2, 2024.

November 27, 2024
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 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

CORRESP
1
filename1.htm

November 15, 2024

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    James Giugliano

    Suying Li

    Rebekah Reed

    Taylor Beech

    Re:
    Delixy Holdings Limited

    Amendment No. 2 to Draft Registration Statement on Form F-1

    Submitted September 4, 2024

    CIK No. 0002025218

Dear Mr. Giugliano, Ms. Li, Ms. Reed and Ms. Beech:

This letter is in response to your letter of September
27, 2024, in which you provided comments to Amendment No. 2 to the Draft Registration Statement on Form F-1 of Delixy Holdings Limited
(the “Company”) filed with the U.S. Securities and Exchange Commission on September 4, 2024 (“Amendment No. 2 to the
Draft Registration Statement”). On the date hereof, the Company has submitted a Registration Statement
on Form F-1 (“Registration Statement”). We set forth below in bold the comments in your letter relating to Amendment No. 2 to the Draft
Registration Statement followed by our responses to the comments.

Amendment No. 2 to the Draft Registration Statement
on Form F-1 submitted September 4, 2024

Risk Factors

Risks Related
to Our Business and Industry, page 9

    1.
    While we note your response to prior comment 4, it remains unclear from your added disclosure whether you have entered into contractual arrangements with respect to loan facilities at this present time or whether you are describing in general the terms of the facilities that have been made available to you “from time to time.” If you are currently party to a credit facility or facilities that you may draw upon, disclose the material terms of the particular agreement(s), including the bank(s) that have extended such credit facilities. If you are not, please revise the reference to “short term credit facilities available to the Group” at page 1 and related disclosure at page 63 to state clearly that you are not party to any credit facility at this time.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our disclosure in the Liquidity and Capital Resources section
at page 40 of DRS/A3 to state that we are currently party to two existing short term credit facilities with the Bank of China Limited
(Singapore Branch) and United Overseas Bank Limited respectively and we have additionally disclosed certain material terms of the particular
agreements with the two banks. We have also added an additional risk factor at page 18 of DRS/A3 to state that our existing credit facilities
contain certain covenants and restrictions that may limit the flexibility of our Company in the way in which we organize our subsidiaries
and/or operate our business.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    Delixy Holdings Limited

    /s/ Xie, Dongjian

    Name:
    Xie, Dongjian

    Title:
    Chairman and Chief Executive Officer

September 27, 2024
Dongjian Xie
Chief Executive Officer
Delixy Holdings Ltd
883 North Bridge Road
#04-01 Southbank
Singapore 198785
Re:Delixy Holdings Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 4, 2024
CIK No. 0002025218
Dear Dongjian Xie:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
August 14, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted September 4, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 40
While we note your response to prior comment 4, it remains unclear from your added
disclosure whether you have entered into contractual arrangements with respect to loan
facilities at this present time or whether you are describing in general the terms of the
facilities that have been made available to you "from time to time." If you are currently
party to a credit facility or facilities that you may draw upon, disclose the material terms
of the particular agreement(s), including the bank(s) that have extended such credit
facilities. If you are not, please revise the reference to "short term credit facilities 1.

September 27, 2024
Page 2
available to the Group" at page 1 and related disclosure at page 63 to state clearly that you
are not party to any credit facility at this time.
            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

August 14, 2024
Dongjian Xie
Chief Executive Officer
Delixy Holdings Ltd
883 North Bridge Road
#04-01 Southbank
Singapore 198785
Re:Delixy Holdings Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 25, 2024
CIK No. 0002025218
Dear Dongjian Xie:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 2, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted July 25, 2024
Risk Factors
Risks Related to Our Business and Industry, page 9
Please add a risk factor to discuss the geographical concentration of customers and
suppliers upon which you depend, namely within the PRC, and identify related material
risks. In this regard, we note from your response to prior comment 18 that in 2023, 87.2%
of revenues were derived from customers in the PRC, and at page 10 you state that if any
of the "top three customers" who accounted for this 87.2% of your 2023 revenues were to
cease business with you, it could have a "material adverse effect on the Company's
financial condition and results of operations." We further note that 57.5% of products 1.

August 14, 2024
Page 2
were sourced from suppliers in the PRC in 2023 and that you "generally procure [oil-
based products] from suppliers in the [PRC]." Address risks specific to working with a
majority of customers and suppliers based in the PRC, including any direct or indirect
impacts of the regulatory environment in China and the legal and operational risks and
uncertainties that China-based entities face. For example, acknowledge that the Chinese
government has significant oversight and discretion over the conduct of businesses of
entities based in China and could intervene or influence their operations at any time, and
explain whether this could in turn limit these customers' and suppliers' ability to continue
conducting business with you.
We are dependent on our transport providers for the transport of our products, page 11
2.We note your explanation regarding regulations applicable to the transport and storage of
crude oil provided in response to prior comment 9. Please include comparable disclosure
in the prospectus in order to contextualize your statement that you are "not liable for the
satisfaction of such regulations...by such third-party transport providers."
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
3.We note your response to prior comment 3 and disclosure in your risk factors regarding
the impacts of Russia's invasion of Ukraine. Please further elaborate on whether there
are any known remaining anticipated impacts to your business. In this regard, we note that
your disclosure primarily discusses historical impacts in fiscal 2022 and fiscal 2023.
Business
Our Competitive Strengths
We have the financial capability to provide our customers with financing..., page 63
4.We note your response to prior comment 2, particularly that short term credit facilities
have been available to you "from time to time." Because you refer to "short term loan
facilities available to the Group ," we reissue the request for clarification as to whether you
have contractual arrangements with respect to loan facilities at this present time. If not,
please clearly state as much, and if so, please provide additional information about the
material terms of such facilities, or tell us why such disclosure is not required. Make
conforming revisions where you discuss using short term loan facilities to extend credit
terms to customers in the prospectus summary.
Regulatory Environment, page 71
5.We note your response to prior comment 10 and reissue. For each regulation discussed,
please also disclose the material effects of the regulation upon your business as required
by Item 4.B.8 of Form 20-F. In this regard, your added statement that these regulations
have "no material effects" is inconsistent with their affirmative identification in this
section as "the main laws and regulations...that we anticipate may materially affect our
operations..." Explain, for example, what you must do to remain in compliance with each
regulation or why you fall into an exemption from the regulation, as you have done for
certain of the regulations in your response letter.

August 14, 2024
Page 3
Principal and Selling Shareholders, page 87
6.Please explain why you characterize Tran Tieu Cam as an "Independent Third Party," or
revise the disclosure in this section accordingly. In this regard, we note that Novel
Majestic is identified as a greater than 5% shareholder prior to the initial public offering,
and the definition of "Independent Third Party" at page vii includes any person who "is
not a 5% owner of, does not control  and is not controlled by or under common control
with any 5% owner."
7.We note from your response to prior comment 19 that the controlling owners of the
Resale Shareholders and Novel Majestic have served in various consulting and advisory
roles with the company. Please explain your consideration of disclosing such relationships
as "position[s], office[s] or other material relationship[s]...within the past three years with
the company..." here or at page Alt-2, as appropriate, pursuant to Item 9.D of Form 20-F.
In this regard, it appears that certain of Selling/Resale Shareholders are receiving their
shares to be included in the primary and resale offerings as consideration for services they
have provided to the company.
Related Party Transactions, page 89
8.We note your response to prior comment 13 and reissue in part. Please file any related
party agreements required pursuant to Item 601(b)(10) of Regulation S-K as exhibits to
the registration statement, or tell us why it is not required. For example, it appears that the
loan agreement with Mega Origin entered into January 1, 2024 should be filed pursuant to
Item 601(b)(10)(ii)(A).
Consolidated Statements of Cash Flow, page F-6
9.We note your response to prior comment 16 in which you assert the interest income
presented under investing activities pertains to interest received from bank fixed deposits,
which are not related to your operations, and are therefore interest income under investing
activities in accordance with ASC 230-10-45-16. We do not agree with your conclusion.
Income from bank deposits, fixed or otherwise, are not investing activities either as
enumerated in ASC 230-10-45-12 or as Investing Activities defined in the FASB
Codification Master Glossary. Please modify your presentation or tell us why you believe
your current presentation is appropriate.
General
Please provide us with additional explanation as to why you are registering the resale
offering at this time, particularly in light of the fact that the Resale Shares will be issued
as part of the Group restructuring, which will be completed in connection with the
primary offering. Your response to prior comment 19 states that the number of resale
shares was determined "by reference to services provided and/or to be provided...and the
number of shares held by the Resale Shareholders," but it remains unclear as a threshold
matter why the resale offering is being registered concurrently with but separate from the
primary offering. Additionally, please provide more detail regarding the number of shares
or percentage ownership of the holding company to be issued to each of the Resale
Shareholders and Novel Majestic. In this regard, we note that the pre-IPO ownership of
Cosmic Magnet and Rosywood Holdings (i.e., 4.90% each) will align with their early 10.

August 14, 2024
Page 4
2023 investment in Delixy, but it is unclear how the anticipated ownership percentages of
Golden Legend and Novel Majestic were determined.
            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

July 2, 2024
Dongjian Xie
Chief Executive Officer
Delixy Holdings Ltd
883 North Bridge Road
#04-01 Southbank
Singapore 198785
Re:Delixy Holdings Ltd
Draft Registration Statement on Form F-1
Submitted June 5, 2024
CIK No. 0002025218
Dear Dongjian Xie:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted June 5, 2024
Cover Page
1.Where you discuss the post-offering ownership of Dongjian Xie, please revise to
acknowledge, if true, that Mr. Xie will have the ability to control the outcome of matters
requiring shareholder approval and to discuss "controlled company" listing standard
exemptions and whether you intend to rely upon them. Provide comparable disclosure on
the alternate cover page of the resale prospectus. Additionally, please revise the reference
to "controlling shareholders" on page 5 to reflect that you will have a single controlling
shareholder.

July 2, 2024
Page 2
Prospectus Summary
Competitive Strengths, page 1
2.Expand upon the nature of the "short term loan facilities available to the Group" and
clarify whether you have contractual arrangements with respect to any loan facilities. In
this regard, we note that you frame the availability of short term loans as a competitive
strength, but no such facilities are disclosed as current funding sources in the notes to
financial statements or MD&A. Make conforming revisions where you discuss your
competitive strengths in the business disclosure.
Risk Factors
Risks Related to Our Business and Industry, page 9
3.Where appropriate, disclose any material impact of import or export bans resulting from
Russia's invasion of Ukraine on any products or commodities, including energy from
Russia, used in your business. Disclose the current and anticipated impact on your
business, taking into account the availability of materials, cost of materials, costs and risks
associated with transportation in your business, and the impact on margins and on your
customers. In this regard, we note your statement on page 17 that you were not materially
impacted by supply chain disruptions in light of Russia's invasion of Ukraine, but at page
37 you attribute the decrease in revenues in 2023 to a decrease in international oil prices
"mainly caused by the war between Russia and Ukraine" and at page 59 you state that
crude oil prices are "greatly influenced" by certain geopolitical factors.
4.We note from your risk factor disclosure that you may be adversely impacted by "a
deterioration in general economic conditions" and that volatility in crude oil prices may be
affected by "the level of economic activity in the markets [you] serve." Given your
statement that "the rise of inflation [has] resulted in extreme volatility in the global
economy," please update your risk factor disclosure where appropriate if recent
inflationary pressures have materially impacted your operations. In this regard, identify
the types of inflationary pressures you are facing and how your business has been
affected.
Risks Related to Our Securities and This Offering
As a "controlled company" within the meaning of the Nasdaq Capital Market Rules..., page 21
5.This risk factor states that you "intend to rely on" the controlled company listing rule
exemption that your director nominees need not be selected or recommended solely by
independent directors, but at page 5 you state that you intend to rely on controlled
company exemptions only "if [you] cease to be a foreign private issuer." Please revise
throughout for consistency in your disclosure regarding which listing standard exemptions
you expect to rely upon at the consummation of the offering.
Dividends and Dividend Policy, page 30
6.Although we note your statement that you "may not declare any dividends for the
foreseeable future," it appears that you have a history of paying cash dividends in 2023
and have declared additional cash dividends in 2024. Please indicate whether you
currently expect that comparable cash dividends will continue to be paid in the future and,
if not, the nature of the change in the amount or rate of cash dividend payments.

July 2, 2024
Page 3
Business
Our Business, page 64
7.Please revise to provide a description of volatility in the prices of the principal raw
materials in which you trade. Refer to Item 4.B.4 of Form 20-F.
Our Customers and Suppliers, page 65
8.Revise to disclose, as you do in risk factors at pages 9-10, your dependence on a small
number of key suppliers and customers, and state whether you have entered into any long-
term or standing contractual agreements or arrangements with such suppliers. If so,
describe the material terms of such arrangements and file the related agreements as
exhibits to the registration statement, or tell us why you are not required to do so. Refer to
Item 8(a) of Form F-1 and Item 601(b)(10) of Regulation S-K.
Our Business Process, page 65
9.Please provide additional information regarding your agreements and/or arrangements
with shipping, logistics, and other third party service providers, including whether you
have entered into long-term or standing contractual arrangements with any such third
parties. If so, disclose the material terms of such arrangements and file the related
agreements as exhibits to the registration statement, or tell us why you are not required to
do so. Refer to Item 8(a) of Form F-1 and Item 601(b)(10) of Regulation S-
K. Additionally, we note your discussion at page 11 of "strict regulations" and potential
"significant environmental damage" that may occur in the transportation of crude oil and
that "[you] are not liable for the satisfaction of such regulations and requirements by such
third-party transport providers." Please elaborate on how your arrangements with third
parties shield you from liability in the event of failure to comply with regulations
applicable to the transport and storage of crude oil.
Regulatory Environment, page 70
10.For each regulation discussed, please also disclose the material effects of the regulation
upon your business. Refer to Item 4.B.8 of Form 20-F. Additionally, we note that you
have limited this section to the "material laws and regulations applicable to our operations
in Singapore." To the extent that your operations are materially impacted by the laws and
regulations of other jurisdictions, discuss those and their impacts upon your business as
well. For example, you state on page 59 that, "Oil traders are required to adhere to
environmental standards that encompass emissions, pollution control, and environmental
impact," but no such regulations are discussed in this section.
Principal and Selling Shareholders, page 86
11.Please revise the beneficial ownership table in this section to include all of the
information required by Item 7.A of Form 20-F and clearly indicate which persons and
entities are included because they beneficially own more than 5% of your shares. In this
regard, we note that Novel Majestic is listed under "Named Executive Directors and
Executive Officers" and other major shareholders, such as Mega Origin, are not included
in the table. For any entities included in the table, disclose the natural persons with voting
and/or dispositive control over the shares held by them.

July 2, 2024
Page 4
Selling Shareholders, page 86
12.Revise to disclose the nature of any position, office, or other material relationship which
any of the Selling Shareholders and/or the persons who have control over the Selling
Shareholders has had within the past three years with the registrant or any of its
predecessors or affiliates. Refer to Item 9.D of Form 20-F. Provide this disclosure with
respect to the Resale Shareholders and/or the persons who have control over the Resale
Shareholders on page Alt-2 of the resale prospectus as well. Additionally, please revise
both here and at page Alt-2 to disclose the natural persons with voting and/or dispositive
control over the shares held by the Selling Shareholders and Resale Shareholders,
respectively.
Related Party Transactions, page 88
13.Please revise to provide all of the information required by Item 7.B.2 of Form 20-F with
respect to each related party loan disclosed in this section. For example, we note that the
interest rate is not provided for certain loans, and there is no disclosure of amounts
outstanding as of the latest practicable date. File any related agreements as exhibits to the
registration statement. Additionally, please elaborate on the sale of property to Wisecome
Oil Pte. Ltd., clarifying why you state that the sale took place on June 28, 2024, how this
is consistent with your statement on page 69 that you "do not own any real property," and
how the sale "rationalize[s] the operations of [y]our Group in anticipation of [y]our
listing." Lastly, explain whether and how the $8,245,000 "dividend payables" on the
consolidated balance sheet as of December 31, 2023 relates to the equivalent "dividend
loan" due to Mega Origin Holdings Limited disclosed in this section.
Shares Eligible for Future Sale
Resale Prospectus, page 101
14.Your statement that, "Any shares sold by the Resale Shareholders until our Ordinary
Shares are listed or quoted on an established public trading market will take place at the
public offering price of the Offering Shares we are selling in our initial public offering," is
inconsistent with the indication on the resale prospectus alternate cover page that, "No
shares may be sold by the Resale Shareholders until the initial public offering is
completed..." Please clarify whether the Resale Shareholders may sell shares before the
completion of the initial public offering and listing of your shares on Nasdaq, and revise
for consistency accordingly.
Report of Independent Registered Public Accounting Firm, page F-2
15.Please have your auditor revise the opinion on the financial statements paragraph in their
report to identify the financial statements, including consolidated statements of changes in
shareholders’ equity, that have been audited. Refer to PCAOB AS 3101.08(b).
Consolidated Statements of Cash Flow, page F-6
16.You present interest income as cash inflows from investing activities and interest paid as
cash outflows for financing activities. Please tell us your consideration of presenting these
transactions as cash flows from operating activities in accordance with ASC 230-10-45-16
and 45-17.

July 2, 2024
Page 5
Plan of Distribution, page A-3
17.Please revise to describe in further detail in this section the "lock up/leak out conditions"
applicable to the Resale Shareholders that you reference.
General
18.Explain to us the level of operations that you conduct in the People's Republic of China
(PRC), including the percentage of your revenues derived from customers in the PRC and
percentage of products that you source from suppliers in the PRC. In this regard, your
disclosure indicates that approximately 87.2% of your sales in 2023 were derived from
East Asia and that you have customers, suppliers, and employees in the PRC. We further
note that the crude oil market in China is discussed separately within the Industry
Overview section of the prospectus. Please note that any operations in Hong Kong or
Macau should be addressed in your response as well.
Please provide us with the following information regarding the proposed resale
transaction in order to help us better understand your position that it is appropriately
characterized as a secondary offering, rather than a primary offering in which the Resale
Shareholders are acting as conduits in a distribution to the public and are therefore
underwriters selling on your behalf:
•Please clarify whether and when the shares being offered by the Resale Shareholders
have been issued, as we note that there are placeholders for the date(s) of issuance on
page Alt-2, while page 99 suggests that bracketed numbers of shares were issued to
these entities on May 16, 2024. Please also confirm the length of time that the Selling
Shareholders have held their shares.
•Provide additional detail regarding the background and nature of the transactions by
which the Resale Shareholders and Selling Shareholders came to acquire or will
acquire the shares they beneficially own, including how the price was or will be
determined.
•Clarify whether the lead underwriter for the initial public offering has any role in, or
direct or indirect participation in, facilitating the primary sales of shares to the Selling
Shareholders and Resale Shareholders.
•Disclose how and when the Selling Shareholders and Resale Shareholders were
selected to participate in the primary and resale offerings, respectively.
•Explain the nature of the Selling Shareholders' and Resale Shareholders' businesses.
•Explain how you intend to determine the number of shares to be sold through the
resale offering relative to the primary offering and why you have structured the
offerings to include the Selling Shareholders' shares in the primary offering rather
than the resale offering.
•The defined terms section of the prospectus indicates that the Resale Shareholders are
wholly-owned by "independent third parties," but the discussion of your restructuring
at page F-7 indicates that each of the Resale Shareholders are part of such
restructuring and that it is considered a "merger of entities under common control."
Explain why you characterize the Resale Shareholders as controlled by independent
third parties. 19.

July 2, 2024
Page 6
•Discuss how the lock-up arrangements applicable to the primary and resale offerings
were negotiated, including why the Selling Shareholders are exempt from lock-up
provisions only with respect to their shares being sold in the primary offering and
why the Resale Shareholders are subject to different, shorter lock-up arrangements
that may be waived by the underwriter. Further, Dragon Circle is not defined as a
Selling Shareholder or Resale Shareholder, but page 108 indicates that it will be
subject to a separate 90 day lock-up period. Please explain why that is the case and
confirm whether Dragon Circle is participating in the primary or resale offering.
20.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act. Please contact the staff member associated with the review of this filing to
discuss how to submit the materials, if any, to us for our review.
            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