SecProbe.io

CORRESP
 1
 filename1.htm

 Xiaoyan
Liao

 SKK
Holdings Limited

 27
First Lok Yang Road

 Singapore
629735

 May
6, 2025

 VIA
EDGAR TRANSMISSION

 Division
of Corporate Finance

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549-6010

 Attn:

 Blake
 Grady

 Nicholas
 Panos

 Division
 of Corporate Finance

 Office
 of Mergers & Acquisitions

 Re:
 SKK
 Holdings Limited (the "Company")

 Schedule
 13D filed on February 27, 2025 by Xiaoyan Liao
 File
 No. 005-94899

 Ladies
and gentlemen:

 I
am receipt of the letter from the Securities and Exchange Commission (the "SEC") dated April 21, 2025. I have restated the
questions and provided my responses below.

 Schedule
13D filed February 27, 2025

 General

 1. We
 note that the event reported as requiring the filing of the Schedule 13D was December 31,
 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five
 business days after the date beneficial ownership of more than five percent of a class of
 equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the December 31, 2024
 event date, the Schedule 13D submitted on February 27, 2025, was not timely filed. Please
 advise us why the Schedule 13D was not filed within the required five business days after
 the date of the acquisition.

 I
respectfully advise the SEC that Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") requires a filing
of Schedule 13D only upon the "acquisition" of equity securities of a class registered under Section 12. I note, however,
that my holdings as a pre-IPO investor qualify me as an "exempt investor" and therefore I am able to file a Schedule 13G
- SEC C&DI 101.01 [Sept. 14, 2009] provides that a security holder owning over five percent of a class of securities prior to going
effective and that has not added any securities to its holdings since the effective date may report its beneficial ownership on Schedule
13G pursuant to Rule 13d-1(d). The Schedule 13G should be filed within 45 days after the end of the calendar quarter in which the Exchange
Act registration becomes effective.

 As
the founder of the Company, I held 8,223,713 shares at the time the Company's registration statement became effective on September
18, 2024. I disposed of 400,000 shares as a selling shareholder in the initial public offering, as described in the registration statement
filed by the Company in connection with the initial public offering. I have neither acquired nor disposed of additional shares since
this date and currently still hold 7,823,713 shares as I did immediately after the disposition of 400,000 shares in connection with the
Company's initial public offering.

 The
end of the calendar quarter in which the registration of the Company's ordinary shares occurred was December 31, 2024. As such,
the deadline to file the Schedule 13G was February 14, 2025 in accordance with Rule 13d-1(d). I incorrectly attempted to submit a Schedule
13D (instead of a Schedule 13G) on February 14, 2025 and it was rejected because I did not submit it under my individual Form ID due
to a miscommunication between my legal counsel and the EDGAR service provider. I then processed my Form ID application and received my
Form ID on February 27,. 2025, at which time I promptly submitted the Schedule 13D.

 Since
I am able to report my holdings on a Schedule 13G, I will submit a Schedule 13G and make a notation on the filing that this filing is
intended to supersede the prior Schedule 13D that I submitted in February.

 2. The
 cover page of the above-captioned Schedule 13D indicates that December 31, 2024 was the date
 of the event that required this filing to have been made. Please advise us how this date
 was determined.

 As
a security holder subject to Rule 13d-1(d), the basis to determine the filing deadline for the Schedule 13G was within 45 days of the
end of the calendar quarter in which the class of shares I held were registered. Since the ordinary shares of the Company were registered
in October 2024, the end of the calendar quarter was December 31, 2024. As such, this is the date that I referenced as the event date
that was the basis for filing the schedule to report my beneficial ownership. I filed a Schedule 13D at this time instead of a Schedule
13G and as noted above, will file a Schedule 13G concurrently with this correspondence to report my beneficial ownership.

 Item
3, page 1

 3. Please
 amend the disclosure provided in Item 3 of your Schedule 13D to include the amount of funds
 used to purchase the reported Ordinary Shares. Refer to Item 3 of Schedule 13D.

 As
noted above, I have submitted a Schedule 13G, which does not require disclosure regarding the amount of funds used to purchase the reported
Ordinary Shares. The Schedule 13G I am filing concurrently with this correspondence will supersede the Schedule 13D that was previously
in lieu of amending the Schedule 13D.

 Schedule
13D.

 Item
5, page 1

 4. We
 note your disclosure of "[n]one" in Item 5(c) of your Schedule 13D. Item 5(c),
 however, requires that each beneficial owner "describe any transactions in the class
 of securities reported on that were effected during the past sixty days." Please revise
 to provide the requisite disclosure for each filing person with respect to all transactions
 in the securities between the deadline for timely filing the Schedule 13D and the actual
 filing of the Schedule 13D. In amending the Schedule 13D to include the required disclosures,
 please be advised that the Instruction to Item 5(c) requires the beneficial owner to "describe,"
 at a minimum, the following: "(1) The identity of the person covered by Item 5(c) who
 effected the transaction; (2) the date of transaction;(3) the amount of securities involved;
 (4) the price per share or unit; and (5) where and how the transaction was effected."

 I
respectfully note that I have not acquired or disposed of any class of securities of the Company since the time of the Company's
initial public offering, at which time I disposed of 400,000 shares as part of the underwritten public offering. Since the initial public
offering, I have held 7,823,713 shares and I continue to hold 7,823,713 shares as I have not acquired nor disposed of any shares since
that time.

 As
an "exempt investor" subject to Rule 13-d-1(d), I understand that if I acquire additional ordinary shares in the Company,
I must evaluate whether I am still eligible to rely on Rules 13d-1(b) or 13d-1(c) to continue to report on Schedule 13G if the most recent
acquisition (by adding to all other acquisitions of securities of the same class during the 12 months immediately preceding the date
of the most recent acquisition to determine if the acquisitions aggregate to more than two percent of the class of such securities) in
accordance with Section 13(d)(6)(B) of the Exchange Act.

 If
you have any questions regarding this response, please contact R. Joilene Wood at (415) 305-4651 or David Ficksman at (310) 789-1290.

 Very
 truly yours,

 By:
 /s/
 Xiaoyan Liao

 Name:
 Xiaoyan
 Liao

 cc:

 David
 Ficksman, TroyGould PC

 R.
 Joilene Wood, TroyGould PC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Xiaoyan Liao
Reporting Person
SKK Holdings Limited
27 First Lok Yang Road
Singapore, U0, 629735

 Re: SKK Holdings Limited
 Schedule 13D filed February 27, 2025 by Xiaoyan Liao
 File No. 005-94899
Dear Xiaoyan Liao:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

 Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comments apply to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed February 27, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 December 31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the December 31, 2024 event date, the Schedule 13D
submitted on
 February 27, 2025, was not timely filed. Please advise us why the
Schedule 13D was
 not filed within the required five business days after the date of the
acquisition.
2. The cover page of the above-captioned Schedule 13D indicates that
December 31,
 2024 was the date of the event that required this filing to have been
made. Please
 advise us how this date was determined.
Item 3, page 1

3. Please amend the disclosure provided in Item 3 of your Schedule 13D to
include the
 April 21, 2025
Page 2

 amount of funds used to purchase the reported Ordinary Shares. Refer to
Item 3 of
 Schedule 13D.
Item 5, page 1

4. We note your disclosure of "[n]one" in Item 5(c) of your Schedule 13D.
Item 5(c),
 however, requires that each beneficial owner "describe any transactions
in the class of
 securities reported on that were effected during the past sixty days."
Please revise to
 provide the requisite disclosure for each filing person with respect to
all transactions
 in the securities between the deadline for timely filing the Schedule
13D and the
 actual filing of the Schedule 13D. In amending the Schedule 13D to
include the
 required disclosures, please be advised that the Instruction to Item
5(c) requires the
 beneficial owner to "describe," at a minimum, the following: "(1) The
identity of the
 person covered by Item 5(c) who effected the transaction; (2) the date
of transaction;
 (3) the amount of securities involved; (4) the price per share or unit;
and (5) where
 and how the transaction was effected."
 We remind you that the filing person is responsible for the accuracy
and adequacy
of his disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

September
16, 2024

VIA
EDGAR TRANSMISSION

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Attn:

    Pearlyne
    Paulemon

    Brigitte
    Lippmann

    Division
    of Corporate Finance

    Office
    of Real Estate & Construction

    Re:
    SKK
    Holdings Limited (the “Company”)

    Registration
    Statement on Form F-1 (Registration No. 333-276744)

    Request
    for Acceleration of Effective Date

Ladies
and gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Bancroft Capital, LLC, as sole underwriter, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday, September 18, 2024, 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, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    Bancroft
    Capital, LLC

    By:
    /s/
    Robert L. Malin

    Name:

    Robert
    L. Malin

    Title:

    Managing
    Director

    cc:
    Mitchell
    Goldsmith, Esq., Taft Stettinius & Hollister LLP

    Alan
    Gilbert, Esq., Taft Stettinius & Hollister LLP

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang Road

Singapore
629735

September
16, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Pearlyne
    Paulemon

    Brigitte
    Lippmann

    Division
    of Corporate Finance

    Office
    of Real Estate & Construction

    Re:

    SKK
    Holdings Limited Request for Acceleration

    Registration
    Statement on Form F-1

    File
    No. 333-276744

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), SKK Holdings Limited, a Cayman
Islands company (the “Company”), respectfully requests that the effective date of its Registration Statement on Form F-1
(File No. 333-276744) (the “Registration Statement”), be accelerated so that it will become effective at 4:30 p.m., Eastern
Time, on Wednesday, September 18, 2024, or as soon thereafter as possible.

In
making this acceleration request, the Company acknowledges that:

    (i)
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    (ii)
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the
    Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
    as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, TroyGould PC by calling David Ficksman at
(310) 789-1290 or Joilene Wood at (415) 305-4651. We also respectfully request that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, TroyGould PC, Attention: David Ficksman, by facsimile
to (310)789-1290 or email at dficksman@troygould.com.

If
you have any questions regarding this request, please contact David Ficksman at (310) 789-1290.

    Very
    truly yours,

    By:
    /s/
    Koon Kiat Sze

    Name:
    Koon
    Kiat Sze

    Title:
    Chief
    Executive Officer

    cc:

    David
    Ficksman, TroyGould PC

    R.
    Joilene Wood, TroyGould PC

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang Road

Singapore
629735

September
4, 2024

VIA
EDGAR TRANSMISSION

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Attn:

    Pearlyne
    Paulemon

    Brigitte
    Lippmann

    Division
    of Corporate Finance

    Office
    of Real Estate & Construction

    Re:
    SKK
    Holdings Limited (the “Company”)

    Registration
    Statement on Form F-1 (Registration No. 333-276744)

    Request
    for Acceleration of Effective Date

Ladies
and gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on September 3, 2024, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Wednesday, September 4, 2024, at 4:30 p.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

If
you have any questions regarding this request, please contact David Ficksman at (310) 789-1290.

    Very
    truly yours,

    By:
    /s/
    Koon Kiat Sze

    Name:
    Koon
    Kiat Sze

    Title:
    Chief
    Executive Officer

    cc:

    David
    Ficksman, TroyGould PC

    R.
    Joilene Wood, TroyGould PC

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang

Singapore
629735

September
3, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Babette Cooper

    Re:
    SKK
    Holdings Limited

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

    File
    No. 333-276744

Ladies
and Gentlemen:

We
are submitting Amendment No. 5 to the Form F-1 Registration Statement to update Part II and provide a current consent of auditor.

Please
notify R. Joilene Wood of any questions regarding the submission at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SKK
    Holdings Limited

    /s/
    Koon Kiat Sze

    Koon
    Kiat Sze

    Chief
    Executive Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
1
filename1.htm

SKK Holdings Limited

27 First Lok Yang Road

Singapore 629735

 September 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Pearlyne Paulemon

    Brigitte Lippmann

    Division of Corporate Finance

    Office of Real Estate & Construction

    Re:
    SKK Holdings Limited Request for Acceleration

    Registration Statement on Form F-1

    File No. 333-276744

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), SKK Holdings Limited, a Cayman Islands company (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form F-1 (File No. 333-276744) (the “Registration
Statement”), be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday, September 4, 2024, or as
soon thereafter as possible.

In making this acceleration request, the Company acknowledges
that:

    (i)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, TroyGould PC by calling David Ficksman at (310) 789-1290 or Joilene Wood at (415) 305-4651.
We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, TroyGould PC, Attention: David Ficksman, by facsimile to (310)789-1290 or email at dficksman@troygould.com.

If you have any questions regarding this request,
please contact David Ficksman at (310) 789-1290.

    Very truly yours,

    By:
    /s/ Koon Kiat Sze

    Name:
    Koon Kiat Sze

    Title:
    Chief Executive Officer

    cc:
    David Ficksman, TroyGould PC

    R. Joilene Wood, TroyGould PC

CORRESP
1
filename1.htm

 September
3,  2024

VIA
EDGAR TRANSMISSION

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Attn:

    Pearlyne
    Paulemon

    Brigitte
    Lippmann

    Division
    of Corporate Finance

    Office
    of Real Estate & Construction

    Re:
    SKK
    Holdings Limited (the “Company”)

    Registration
    Statement on Form F-1 (Registration No. 333-276744)

    Request
    for Acceleration of Effective Date

Ladies
and gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Bancroft Capital, LLC, as sole underwriter, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday, September 4, 2024, 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, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    Bancroft
    Capital, LLC

    By:
    /s/
    Robert L. Malin

    Name:

    Robert
    L. Malin

    Title:

    Managing
    Director

    cc:
    Mitchell
    Goldsmith, Esq., Taft Stettinius & Hollister LLP

    Alan
    Gilbert, Esq., Taft Stettinius & Hollister LLP

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang

Singapore
629735

July
19, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Pearlyne Paulman

    Re:
    SKK
    Holdings Limited

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

    File
    No. 333-276744

Ladies
and Gentlemen:

We
are writing in response to your letter dated July 17, 2024 with respect to the following comment regarding the Plan of Distribution on
page A-2:

“We
note your disclosure that broker-dealers may agree with the resale shareholders to sell a specified number of shares of your common stock
at a stipulated price per share, and that the resale shareholders may use any method permitted pursuant to applicable law when selling
shares of your common stock. Please confirm your understanding that the retention by a resale shareholder of an underwriter would constitute
a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.”

We
confirm our understanding that the retention by a resale shareholder of an underwriter would constitute a material change to our plan
of distribution and would require a post-effective amendment. In the event the resale shareholder retains an underwriter, we would file
a post-effective amendment to disclose this material change.

Please
notify Joilene Wood of any questions or further comments at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SKK
    Holdings Limited

    /s/
    Koon Kiat Sze

    Koon
    Kiat Sze

    Chief
    Executive Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

July 17, 2024
Koon Kiat Sze
Chief Executive Officer
SKK Holdings Limited
27 First Lok Yang Road
Singapore 629735
Re:SKK Holdings Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed July 5, 2024
File No. 333-276744
Dear Koon Kiat Sze:
            We have reviewed your amended registration statement and have the following comment.
            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.
Form F-1
Plan of Distribution, page A-2
1.We note your disclosure that broker-dealers may agree with the resale shareholders to sell
a specified number of shares of your common stock at a stipulated price per share, and
that the resale shareholders may use any method permitted pursuant to applicable law
when selling shares of your common stock. Please confirm your understanding that the
retention by a resale shareholder of an underwriter would constitute a material change to
your plan of distribution requiring a post-effective amendment. Refer to your undertaking
provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

July 17, 2024
Page 2
            Please contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:David L. Ficksman

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang

Singapore
629735

July
5, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Babette Cooper

    Re:
    SKK
    Holdings Limited

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

    File
    No. 333-276744

Ladies
and Gentlemen:

We
are submitting Amendment No. 4 to the Form F-1 Registration Statement to update our disclosure with audited 2023 financial information.

Please
notify R. Joilene Wood of any questions regarding the submission at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SKK
    Holdings Limited

    /s/
    Koon Kiat Sze

    Koon
    Kiat Sze

    Chief
    Executive Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang Road

Singapore
629735

March
27, 2024

VIA
EDGAR TRANSMISSION

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Attn:

    Pearlyne
    Paulemon

    Brigitte
    Lippmann

    Division
    of Corporate Finance

    Office
    of Real Estate & Construction

    Re:
    SKK
    Holdings Limited (the “Company”)

    Registration
    Statement on Form F-1 (Registration No. 333-276744)

    Request
    for Acceleration of Effective Date

Ladies
and gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on March 25, 2024, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Wednesday, March 27, 2024, at 4:30 p.m. Eastern Time, in accordance with Rule 461
under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this
time and we hereby formally withdraw our request for acceleration of the effective date.

If
you have any questions regarding this request, please contact David Ficksman at (310) 789-1290.

    Very
    truly yours,

    By:
    /s/
    Koon Kiat Sze

    Name:
    Koon
    Kiat Sze

    Title:
    Chief
    Executive Officer

    cc:

    David
    Ficksman, TroyGould PC

    R.
    Joilene Wood, TroyGould PC

CORRESP
1
filename1.htm

March
25, 2024

VIA
EDGAR TRANSMISSION

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

  Attn:
  Pearlyne Paulemon

  Brigitte Lippmann

  Division of Corporate Finance

  Office of Real Estate & Construction

  Re:
  SKK Holdings Limited (the “Company”)

  Registration Statement on Form F-1 (Registration No.
  333-276744)

  Request for Acceleration of Effective Date

Ladies
and gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Bancroft Capital, LLC, as sole underwriter, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:30 p.m., Eastern Time, on March 27, 2024,
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, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very truly yours,

    Bancroft Capital, LLC

    By:
    /s/ Robert L. Malin

    Name:
    Robert L. Malin

    Title:
    Managing Director

    cc:
    Mitchell Goldsmith, Esq., Taft Stettinius
    & Hollister LLP

    Alan Gilbert, Esq., Taft Stettinius & Hollister
    LLP

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang Road

Singapore
629735

March
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Pearlyne
    Paulemon

    Brigitte
    Lippmann

    Division
    of Corporate Finance

    Office
    of Real Estate & Construction

    Re:

    SKK
    Holdings Limited Request for Acceleration

    Registration
    Statement on Form F-1

    File
    No. 333-276744

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), SKK Holdings Limited, a Cayman
Islands company (the “Company”), respectfully requests that the effective date of its Registration Statement on Form F-1
(File No. 333-276744) (the “Registration Statement”), be accelerated so that it will become effective at 4:30 p.m., Eastern
Time, on March 27, 2024, or as soon thereafter as possible.

In
making this acceleration request, the Company acknowledges that:

    (i)
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    (ii)
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the
    Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
    as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, TroyGould PC by calling David Ficksman at
(310) 789-1290 or Joilene Wood at (415) 305-4651. We also respectfully request that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, TroyGould PC, Attention: David Ficksman, by facsimile
to (310)789-1290 or email at dficksman@troygould.com.

If
you have any questions regarding this request, please contact David Ficksman at (310) 789-1290.

    Very
    truly yours,

    By:
    /s/
    Koon Kiat Sze

    Name:
    Koon
    Kiat Sze

    Title:
    Chief
    Executive Officer

    cc:

    David
    Ficksman, TroyGould PC

    R.
    Joilene Wood, TroyGould PC

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang

Singapore
629735

March
13, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Babette Cooper

    Re:
    SKK
    Holdings Limited

    Registration
    Statement on Form F-1

    File
    No. 333-276744

Ladies
and Gentlemen:

Please
be advised that we have filed Amendment Number 3 to the Registration Statement referenced above as a Part II only filing in order to
file the legal opinions from Cayman Islands counsel.

Please
notify R. Joilene Wood of any questions regarding the submission at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SKK
    Holdings Limited

    /s/
    Koon Kiat Sze

    Koon
    Kiat Sze

    Chief
    Executive Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang

Singapore
629735

March
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Babette Cooper

    Re:
    SKK
    Holdings Limited

    Registration
    Statement on Form F-1

    File
    No. 333-276744

Ladies
and Gentlemen:

Please
be advised that we have filed Amendment Number 2 to the Registration Statement referenced above. The primary change was to revise the
resale prospectus and references to said resale prospectus to add a resale participant and the shares for resale of said participant,
along with updating certain disclosures, the exhibit index and exhibit filings.

Please
notify R. Joilene Wood of any questions regarding the submission at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SKK
    Holdings Limited

    /s/
    Koon Kiat Sze

    Koon
    Kiat Sze

    Chief
    Executive Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang

Singapore
629735

February
6, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Babette Cooper

    Re:
    SKK Holdings Limited

    Registration Statement
    on Form F-1

    File No. 333-276744

Ladies
and Gentlemen:

We
are in receipt of your comment letter to our Form F-1 Registration Statement that was filed on January 29, 2024 (the “Registration
Statement”). We have restated your comments below and included our reply and are submitting Amendment No. 1 to the Registration
Statement simultaneously with this correspondence.

Cover
Page

1. We
                                            note your response to prior comment 1. Please disclose on the cover page and under Risk Factors
                                            on page 26, that selling shareholders are also offering 1,647,999 shares for resale.

We
have revised our disclosure on the cover page and the Risk Factors on page 26 to include the resale shares, as requested.

Exhibit
21.1

2. We
                                            note the consent from your auditors dated January 29, 2024, that refers to the auditor’s
                                            report dated September 30, 2023. Please revise to include a consent that refers to the actual
                                            auditor’s report date of September 30, 2023, except for Notes 1 and 11, as to which
                                            the date is January 8, 2024.

We
have filed a consent of auditors as Exhibit 21.1 that correctly refers to the auditor’s report date of September 30, 2023,
except for Notes 1 and 11, as to which the date is January 8, 2024, as requested.

Exhibit
Index

3. We
                                            note that you intend to use a portion of the net proceeds to repay interest-free loans from
                                            Ms. Liao. Please file as an exhibit your debt agreements with Ms. Liao. See Item 601(b)(10)(ii)(A)
                                            of Regulation S-K. Also describe these loans under Related Party Transactions.

We
have filed the debt agreements with Ms. Liao as Exhibit 10.1, as requested and added disclosure to describe these loans under
Related Party Transactions on page 97, as requested.

4. Please
                                            file as exhibits any material agreements relating to your bank borrowings. See Item 601(b)(10)(i)(A)
                                            of Regulation S-K.

We
have filed the material agreement relating to our bank borrowings as Exhibit 10.2, as requested.

5. We
                                            note your statement on page 61 that you have presented information and data from an industry
                                            report commissioned by you from Frost & Sullivan. Please file a consent as an exhibit
                                            to the registration statement pursuant to Rule 436 of the Securities Act.

We
have filed the consent of Frost & Sullivan as Exhibit 21.3.

Please
notify R. Joilene Wood of any questions regarding the submission at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SKK Holdings Limited

    /s/ Koon
    Kiat Sze

    Koon Kiat Sze

    Chief Executive Officer

    cc:
    David L. Ficksman

    R. Joilene Wood

United States securities and exchange commission logo
February 2, 2024
Koon Kiat Sze
Chief Executive Officer
SKK Holdings Limited
27 First Lok Yang Road
Singapore 629735
Re:SKK Holdings Limited
Registration Statement on Form F-1
Filed January 29, 2024
File No. 333-276744
Dear Koon Kiat Sze:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form F-1 filed January 29, 2024
Cover Page
1.We note your response to prior comment 1. Please disclose on the cover page and under
Risk Factors on page 26, that selling shareholders are also offering 1,647,999 shares for
resale.
Exhibit 21.1
2.We note the consent from your auditors dated January 29, 2024, that refers to the auditor's
report dated September 30, 2023. Please revise to include a consent that refers to the
actual auditor's report date of September 30, 2023, except for Notes 1 and 11, as to which
the date is January 8, 2024.

 FirstName LastNameKoon Kiat  Sze
 Comapany NameSKK Holdings Limited
 February 2, 2024 Page 2
 FirstName LastName
Koon Kiat  Sze
SKK Holdings Limited
February 2, 2024
Page 2
Exhibit Index
3.We note that you intend to use a portion of the net proceeds to repay interest-free loans
from Ms. Liao. Please file as an exhibit your debt agreements with Ms. Liao. See Item
601(b)(10)(ii)(A) of Regulation S-K. Also describe these loans under Related Party
Transactions.
4.Please file as exhibits any material agreements relating to your bank borrowings.  See
Item 601(b)(10)(i)(A) of Regulation S-K.
5.We note your statement on page 61 that you have presented information and data from an
industry report commissioned by you from Frost & Sullivan. Please file a consent as an
exhibit to the registration statement pursuant to Rule 436 of the Securities Act.
            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 Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David L. Ficksman

CORRESP
1
filename1.htm

SKK
Holdings Limited

27
First Lok Yang

Singapore
629735

January
29, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Babette Cooper

    Re:
    SKK
    Holdings Limited

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

    Submitted
    January 17, 2024

    CIK
    No. 0001991261

Ladies
and Gentlemen:

By
letter dated January 24, 2024, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided SKK Holdings Limited (the “Company”) with comments on the Company’s Amendment No. 5 to Draft Registration
Statement on Form F-1, described above. This letter contains the Company’s responses to the Staff’s comments. Concurrently
herewith, the Company is filing Amendment No. 6 to Draft Registration Statement on Form F-1 (the “Registration Statement Amendment”).

Form
DRS F-1 submitted January 17, 2024

Cover
Page

    1.
    Please
    disclose here and under Risk Factors on page 26, the number of shares the selling shareholders are offering for resale. Also clarify
    under Underwriting on page 116, that the resale shares are not locked up.

RESPONSE:
We note the Staff’s comment and have revised the disclosure on cover page and page 26 of the Registration Statement Amendment.

General

    2.
    Please
    file the consent of each director nominee as an exhibit to your registration statement. See Rule 438 of Regulation C under the Securities
    Act.

RESPONSE:
We note the Staff’s comment and have filed the consent on exhibit 99.1, 99.2 and 99.3 of the Registration Statement Amendment.

    Sincerely,

    SKK
    Holdings Limited

    /s/
    Koon Kiat Sze

    Koon
    Kiat Sze

    Chief
    Executive Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

United States securities and exchange commission logo
January 24, 2024
Koon Kiat Sze
Chief Executive Officer
SKK Holdings Limited
27 First Lok Yang Road
Singapore 629735
Re:SKK Holdings Limited
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted January 17, 2024
CIK No. 0001991261
Dear Koon Kiat Sze:
            We have reviewed your amended draft registration statement and have the following
comments.
            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.
Form DRS F-1 submitted January 17, 2024
Cover Page
1.Please disclose here and under Risk Factors on page 26, the number of shares the selling
shareholders are offering for resale.  Also clarify under Underwriting on page 116, that the
resale shares are not locked up.
General
2.Please file the consent of each director nominee as an exhibit to your registration
statement. See Rule 438 of Regulation C under the Securities Act.

 FirstName LastNameKoon Kiat  Sze
 Comapany NameSKK Holdings Limited
 January 24, 2024 Page 2
 FirstName LastName
Koon Kiat  Sze
SKK Holdings Limited
January 24, 2024
Page 2
            Please contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David L. Ficksman

United States securities and exchange commission logo
December 6, 2023
Koon Kiat Sze
Chief Executive Officer
SKK Holdings Limited
27 First Lok Yang Road
Singapore 629735
Re:SKK Holdings Limited
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted November 30, 2023
CIK No. 0001991261
Dear Koon Kiat Sze:
            We have reviewed your amended draft registration statement and have the following
comment.
            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.
Form DRS/A F-1 Submitted November 30, 2023
Related Party Transactions, page 97
1.We note your response to prior comment 1; however, you have not included the disclosure
required by Item 7.B of Form 20-F in this section of the prospectus. Therefore, we reissue
the comment. In this section, add the transactions regarding the securities issued by the
company to the related parties, as noted elsewhere in your filing, for example, on page
108. For each related party transaction, disclose the name of the related person and the
basis on which the person is a related person, the amount involved and the material terms
of the transaction.   For example, disclose how your affiliates, including your officers,
directors and major shareholders, are related to SKK Works Pte Ltd., quantify the
amounts involved with the SKK Works Pte Ltd transactions, and describe the material
terms of these transactions.

 FirstName LastNameKoon Kiat  Sze
 Comapany NameSKK Holdings Limited
 December 6, 2023 Page 2
 FirstName LastName
Koon Kiat  Sze
SKK Holdings Limited
December 6, 2023
Page 2
            Please contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David L. Ficksman

United States securities and exchange commission logo
November 27, 2023
Koon Kiat Sze
Chief Executive Officer
SKK Holdings Limited
27 First Lok Yang Road
Singapore 629735
Re:SKK Holdings Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted November 17, 2023
CIK No. 0001991261
Dear Koon Kiat Sze:
            We have reviewed your amended draft registration statement and have the following
comments.
            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.
Form DRS F-1 Submitted on November 17, 2023
Related Party Transactions, page 97
1.We note your response to prior comment 1; however, you have not included the disclosure
required by Item 7.B of Form 20-F in this section of the prospectus. Therefore, we reissue
the comment. In this section, add the transactions regarding the securities issued by the
company to the related parties, as noted elsewhere in your filing. For each related party
transaction, disclose the name of the related person and the basis on which the person is a
related person, the amount involved and the material terms of the transaction.   For
example, disclose how your affiliates, including your officers, directors and major
shareholders, are related to SKK Works Pte Ltd., quantify the amounts involved with the
SKK Works Pte Ltd transactions, and describe the material terms of these transactions.

 FirstName LastNameKoon Kiat  Sze
 Comapany NameSKK Holdings Limited
 November 27, 2023 Page 2
 FirstName LastName
Koon Kiat  Sze
SKK Holdings Limited
November 27, 2023
Page 2
Note 3 - Disaggregation of Revenue, page F-40
2.We note your response to prior comment 3 and your disclosure stating the revenue from
maintenance works and services and others is recognized at a point in time. We further
note on page 69 that these services include but are not limited to general maintenance
services and rental of machinery and equipment; and we note from your disclosure on
page F-35 that you recognize catering revenue at a point in time. Please address the
following:
•Clarify the services you provide that are recognized at a point in time;
•Tell us the duration of the services;
•Tell us how you considered the guidance of ASC 606-10-25-27 through 29 in
concluding that revenues should be recognized at a point in time; and
•Revise your disclosure throughout the filing  to provide more robust disclosure on the
nature of the services.

            Please contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David L. Ficksman

United States securities and exchange commission logo
November 8, 2023
Koon Kiat Sze
Chief Executive Officer
SKK Holdings Limited
27 First Lok Yang Road
Singapore 629735
Re:SKK Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 30, 2023
CIK No. 0001991261
Dear Koon Kiat Sze:
            We have reviewed your amended draft registration statement and have the following
comments.
            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.
Form DRS/A submitted October 30, 2023
Related Party Transactions, page 93
1.We note your response to prior comment 8 and reissue. Please disclose the information
required by Item 7.B of Form 20-F in this section of the prospectus. For each transaction,
disclose the name of the related person and the basis on which the person is a related
person, the amount involved and the material terms of the transaction.  In this section, also
disclose the transactions related to the securities issued by the company to the related
parties described on pages 104 and Alt-1 and the amounts due to related parties described
on page 134.

 FirstName LastNameKoon Kiat  Sze
 Comapany NameSKK Holdings Limited
 November 8, 2023 Page 2
 FirstName LastName
Koon Kiat  Sze
SKK Holdings Limited
November 8, 2023
Page 2
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page 127
2.We note your response to prior comment 11. Please address the following matters in your
response letter to us:
•Tell us if you include indirect costs in your calculations for determining revenue
recognition;
•Tell us the nature of the contract costs included in your calculations for determining
revenue recognition;
•Tell us how you applied the guidance of ASC 606-10-55-20 and 21; and
•Revise your disclosure to address the matters discussed above, as needed.
Note 3 Disaggregation of Revenue, page 133
3.We note your response to prior comment 12. Please address the following matters in your
response to us:
•Explain to us the difference between revenue arrangements recognized "At a point in
time" and "Over time;"
•Tell us the nature of the projects that are recognized at a point in time versus over
time, as applicable; and
•Revise your disclosure to address the matters discussed above, as needed.
Refer to ASC 606-10-25-30 and 606-10-50-19.
Note 6 - Contract Assets, page 134
4.We note your response to prior comment 9. Please continue your revisions by including
the disclosures required by ASC 606-10-50-8 and 10.
Signatures, page II-5
5.We note your response to prior comment 13. Please also revise to reflect that the
registration statement has been signed by at least a majority of the board of directors.
Also identify the current members on your board under Management.
            Please contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David L. Ficksman

United States securities and exchange commission logo
October 17, 2023
Koon Kiat Sze
Chief Executive Officer
SKK Holdings Limited
27 First Lok Yang Road
Singapore 629735
Re:SKK Holdings Limited
Draft Registration Statement on Form F-1
Submitted September 20, 2023
CIK No. 0001991261
Dear Koon Kiat Sze:
            We have reviewed your draft registration statement and have the following comments.
            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.
DRS on Form F-1 Submitted September 20, 2023
General
1.Please revise your website URL in the filing, as the current URL you disclose does not
exist.
Financial Information in United States Dollars, page 2
2.We note you disclose your reporting currency is the Singapore Dollar and that this
prospectus contains translations of certain foreign currency amounts into United States
Dollars for the convenience of the reader.  However, disclosure in other parts of your
filing, including in Note 2 to your consolidated financial statements on page 126, indicates
the reporting currency of the company is the United States Dollar (“US$”) and the
accompanying consolidated financial statements have been expressed in US$.  Please
advise.  In addition, please explain to us why you translate financial information included
in your Results of Operations Data and Balance Sheet Data tables on page 38

 FirstName LastNameKoon Kiat  Sze
 Comapany NameSKK Holdings Limited
 October 17, 2023 Page 2
 FirstName LastName
Koon Kiat  Sze
SKK Holdings Limited
October 17, 2023
Page 2
into Singapore Dollars when your reporting currency is the US$ for your consolidated
financial statements.
Prospectus Summary, page 8
3.Please disclose here and in the applicable risk factors the number of shares the selling
shareholders are offering for resale.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
39
4.Please revise to discuss any known trends, uncertainties, demands, commitments, or
events that are reasonably likely to have a material effect on the company’s net sales or
revenues, income from continuing operations, profitability, liquidity or capital resources,
or that would cause reported financial information not necessarily to be indicative of
future operating results or financial condition. For example, to the extent known, expand
your MD&A to discuss the impact of economic conditions, including inflation, supply
chain disruptions, and labor shortages. Refer to Item 5.D. of Form 20-F.
Business, page 63
5.We note your disclosure on page 63 that at December 31, 2022 you had nine civil
engineering services projects in progress and, as of the date of the prospectus, you have
successfully tendered/quoted for five additional new civil engineering services projects.
Please describe these projects in greater detail, such as the type of project, the material
terms of the agreements relating to these projects, the anticipated completion dates, and
any material risks associated with these projects.
Principal and Selling Shareholders, page 91
6.We note that most of the selling shareholders in the primary offering are also selling in the
resale offering.  Please also disclose the number of shares owned by the beneficial owners
after the resale offering.
7.Please disclose the addresses of the entities that are selling shareholders.
Related Party Transactions, page 93
8.Please provide the disclosure required by Item 7.B of Form 20-F for the preceding three
financial years up to the date of the prospectus, including the names of the related parties,
the amount involved and the material terms of the transactions.  Also disclose the
securities issuances to the related parties that you describe on page 104 and the amounts
due to related parties that you describe on page 134.

 FirstName LastNameKoon Kiat  Sze
 Comapany NameSKK Holdings Limited
 October 17, 2023 Page 3
 FirstName LastName
Koon Kiat  Sze
SKK Holdings Limited
October 17, 2023
Page 3
Consolidated Balance Sheets, page 120
9.We note the contract assets reported in your consolidated balance sheets.  Please revise to
provide the disclosures required for contract balances, in accordance with ASC 606-10-
50-8 to 10; or, tell us why this does not apply to you.
Consolidated Statements of Operations and Comprehensive Income, page 121
10.It appears cost of revenue does not include any depreciation or amortization expense and
you present a subtotal for gross profit.  Please tell us how your presentation complies with
SAB Topic 11.B.  In this regard, if depreciation or amortization is not allocated to cost of
revenue, you should remove the gross profit subtotal from your statements of operations
and re-label the cost of revenue line item to indicate that it excludes depreciation and
amortization. As appropriate, please also revise your cost of revenue significant
accounting policy disclosure to clarify whether depreciation and amortization expense is
included.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page 127
11.We note your disclosure stating you recognize revenue by estimating total costs under the
input method.  You state that contract costs consist of both direct and indirect costs.
Please clarify the nature of the contract costs included in your calculations and tell us why
you believe your input methodology properly depicts your performance in transferring
control of the services promised.  Reference is made to ASC 606-10-55-20 and 21.
12.We note you disclose in Note 3 - Disaggregation of Revenue that you have revenue
recognized at a point in time.  Please revise your revenue recognition policy to discuss
these revenue arrangements, including the nature of these arrangements, description of
goods or services provided, key terms, and the specific performance obligations.  In
addition, please discuss the significant judgments made in evaluating when a customer
obtains control of promised goods or services under these arrangements.  Refer to ASC
606-10-25-30 and 606-10-50-19.
Signatures, page II-5
13.Please revise the titles to reflect that the filing has been signed by individuals in their
applicable capacities as principal executive officer, principal financial officer, controller
or principal accounting officer and director. See the signature requirements in Form F-1.
Exhibit Index, page II-4
14.We note that you intend to use a portion of the net proceeds to repay interest-free loans
from Ms. Liao. Please file as an exhibit your debt agreements with Ms. Liao. See Item
601(b)(10)(ii)(A) of Regulation S-K.

 FirstName LastNameKoon Kiat  Sze
 Comapany NameSKK Holdings Limited
 October 17, 2023 Page 4
 FirstName LastName
Koon Kiat  Sze
SKK Holdings Limited
October 17, 2023
Page 4
15.We note your statement on page 57 that you have presented information and data from an
industry report commissioned by you from Frost & Sullivan. Please file a consent as an
exhibit to the registration statement pursuant to Rule 436 of the Securities Act.
16.Please file as exhibits any material agreements relating to your bank borrowings.  See
Item 601(b)(10)(i)(A) of Regulation S-K.
Resale Shareholders, page Alt-1
17.Please describe the material terms of the transactions pursuant to which the selling
shareholders acquired the shares being offered.
            Please contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David L. Ficksman