SecProbe.io

CORRESP
 1
 filename1.htm

 TMD
ENERGY LIMITED

 B-10-06,
Block B, Plaza Mont Kiara

 No.
2, Jalan Kiara, Mont Kiara

 50480
Kuala Lumpur

 Wilayah
Persekutuan, West Malaysia

 March
27, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities & Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
 Scott Anderegg / Lilyanna Peyser

 RE:
 TMD
 Energy Limited (the "Company")

 Registration
 Statement on Form F-1 (File No. 333- 283704) (the "Registration Statement")

 Ladies
and Gentlemen:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. Eastern time on March
31, 2025, or as soon thereafter as practicable.

 The
Company understands that the sole managing underwriter has joined in this request in a separate letter filed with the Commission
today.

 Please
contact Mr. Lawrence Venick of Loeb & Loeb LLP, the Company's counsel, at +852.5600.0188 or via e-mail at lvenick@loeb.com
with any questions you may have concerning this request. In addition, please notify our counsel when this request for acceleration has
been granted.

 Very truly yours,

 TMD ENERGY LIMITED

 By:
 /s/
 Dato' Sri Kam Choy Ho

 Name:
 Dato' Sri Kam Choy
 Ho

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 MAXIM
GROUP LLC

 300
Park Avenue, 16 th Floor

 New
York, New York 10022

 March
27, 2025

 VIA
EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn:
Scott Anderegg / Lilyanna Peyser

 Re:
 TMD
 Energy Limited

 Registration
 Statement on Form F-1

 Filed
 December 10, 2024, as amended

 File
 No. 333-283704

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), we, the sole
managing underwriter, hereby request that the U.S. Securities and Exchange Commission (the "Commission") take appropriate
action to cause the above-referenced Registration Statement to become effective at 4:30 p.m., Eastern time, on Monday, March 31,
2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated February
27, 2025 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 This
is to further advise you that the undersigned has and will continue to comply with Rule 15c2-8 of the Securities Exchange Act of 1934,
as amended, with regard to the Preliminary Prospectus and any amended Prospectus.

 If
you require any additional information with respect to this letter, please contact Ali Panjwani of Pryor Cashman LLP at (212) 326-0820.

 Very
 truly yours,

 MAXIM
 GROUP LLC

 By:

 /s/
 Ritesh M. Veera

 Name:

 Ritesh
 M. Veera

 Title:

 Co-Head
 of Investment Banking

CORRESP
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filename1.htm

TMD
ENERGY LIMITED

B-10-06,
Block B, Plaza Mont Kiara

No.
2, Jalan Kiara, Mont Kiara

50480
Kuala Lumpur

Wilayah
Persekutuan, West Malaysia

Via
Edgar

February
27, 2025

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:
TMD Energy Limited (the “Company”)

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

Filed
February 4, 2025

File
No. 333-283704

Dear
SEC Officers:

We
hereby provide a response to the comments issued in a letter dated February 26, 2025 (the “Staff’s Letter”)
regarding the Company’s Amendment No. 2 to Registration Statement on Form F-1 (the “Amended F-1 No. 2  ”).
Contemporaneously, we are filing the amended Registration Statement via Edgar (the “Amended F-1 No. 3”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1 No. 3, we have responded
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment
No. 2 to Registration Statement on Form F-1 Filed February 4, 2025

Management,
page 103

    1.
    We
    note your response to comment 1, however you continue to disclose outstanding equity awards as of June 30, 2024. Please update this
    disclosure for the most recently completed fiscal year.

Response:
We respectfully advise the Staff that we have revised page 109 of the Amended F-1 No. 3.

Material
Income Tax Considerations, page 132

    2.
    We
    note your response to comment 2. Please combine the two “Cayman Islands Taxation” subsections (one that begins on page
    132 and the other that begins on page 136) into one subsection that contains consistent disclosure. As previously requested, also
    revise to state that the disclosure in the section “Cayman Islands Taxation” is the opinion of counsel, Ogier.

Response:
We respectfully advise the Staff that we have revised pages 132 and 136 of the Amended F-1 No. 3.

Index
to Consolidated Financial Statements, page 152

    3.
    Please
    have your auditors update their consent for the audits of the consolidated financial statements of TMD Energy Limited for the years
    ended December 31, 2023 and 2022.

Response:
We respectfully advise the Staff that we have revised page II-4 (including Exhibit 23.1) of the Amended F-1 No. 3.

Please
reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.

Sincerely,

    /s/
    Dato Sri’ Kam Choy HO

    TMD
    Energy Limited

    Chief
    Executive Officer

    Encl.

February 26, 2025
Kam Choy Ho
Chief Executive Officer
TMD Energy Ltd
B-10-06, Block B, Plaza Mont Kiara
No. 2, Jalan Kiara, Mont Kiara
50480 Kuala Lumpur
Wilayah Persekutuan, West Malaysia
Re:TMD Energy Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed February 4, 2025
File No. 333-283704
Dear Kam Choy Ho:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our January 29, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-1 Filed February 4, 2025
Management, page 103
1.We note your response to comment 1, however you continue to disclose outstanding
equity awards as of June 30, 2024. Please update this disclosure for the most recently
completed fiscal year.
Material Income Tax Considerations, page 132
We note your response to comment 2. Please combine the two "Cayman Islands
Taxation" subsections (one that begins on page 132 and the other that begins on page
136) into one subsection that contains consistent disclosure. As previously requested, 2.

February 26, 2025
Page 2
also revise to state that the disclosure in the section "Cayman Islands Taxation" is the
opinion of counsel, Ogier.
Index to Consolidated Financial Statements, page 152
3.Please have your auditors update their consent for the audits of the consolidated
financial statements of TMD Energy Limited for the years ended December 31, 2023
and 2022.
            Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

TMD
ENERGY LIMITED

B-10-06,
Block B, Plaza Mont Kiara

No.
2, Jalan Kiara, Mont Kiara

50480
Kuala Lumpur

Wilayah
Persekutuan, West Malaysia

Via
Edgar

February
4, 2025

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:
TMD Energy Limited (the “Company”)

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

Filed
January 10, 2025

File
No. 333-283704

Dear
SEC Officers:

We
hereby provide a response to the comments issued in a letter dated January 29, 2025 (the “Staff’s Letter”) regarding
the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Amended F-1 No. 1”). Contemporaneously,
we are filing the amended Registration Statement via Edgar (the “Amended F-1 No. 2”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1 No. 2, we have responded
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

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

Management,
page 103

    1.
    Please
    update your compensation disclosure to include the most recently completed fiscal year. Refer to Item 6.B of Form 20-F.

Response:
We respectfully advise the Staff that we have revised page 109 of the Amended F-1 No. 2.

Cayman
Islands Taxation, page 136

    2.
    We
    note your revised disclosure in response to comment 3. Please revise your prospectus disclosure to state that the disclosure in the
    section “Cayman Islands Taxation” constitutes the opinion of Cayman Islands counsel, Ogier. Please also revise Exhibit
    5.1 to consent to the reference to your firm in this section of the prospectus.

Response:
We respectfully advise the Staff that we have revised pages 136 and II-4 of the Amended F-1 No. 2 (including Exhibit 5.1).

Unaudited
Condensed and Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2024 and 2023, page F-31

    3.
    We
    note your response to prior comment 2 and the revised amounts in your statement of cash flows for the six month period ended June
    30, 2024. Please provide us with a rollforward of the related party payables account from the beginning balance to ending balance
    showing borrowings, payments and the $5.3 million non-cash item. Also reconcile such activity to the $.24 million decrease in related
    party payables in you statement of cash flows. In addition, tell us why the effect of foreign currency translation on cash and cash
    equivalents changed from $.86 million to ($4.5) million. Lastly, revise your disclosure to comply with ASC 250-10-50-7.

Response:

  (i)   Please
                                            refer to Annex I to this response for the “Related Party Rollforward Analysis”
                                            as requested.

  (ii)   Please
                                            refer to the “Related Party Rollforward Analysis” for the reconciliation activity
                                            of the $0.24 million decrease in Related Party Payables which agrees to the statement of
                                            cash flows.

  (iii)   Upon
                                            further review, the management identified an error in the Foreign Currency Translation on
                                            the Cash and Cash Equivalents. Please refer to Note 3 in the financial statements as of June
                                            30, 2024 and also Annex II to this response for the “Comparative schedule of the cash
                                            flow statements”.

   (iv)
   We respectfully advise
  the Staff that we have revised page 80, F-31 and F-40 of the Amended F-1 No. 2 relating to the financial statements including the compliance
  with ASC 250-10-50-7 in Note 3 of the financial statements as of June 30, 2024.

Please
reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.

Sincerely,

    /s/
    Dato Sri’ Kam Choy HO

    TMD
    Energy Limited

    Chief
    Executive Officer

    Encl.

 Annex
I

Related Party Rollforward Analysis

 Rollforward
Related Party Payables for the period from January 01, 2024 to June 30, 2024

     Related
    Party Payables

     Names
    of related parties
     SMT
     SML
     SMM
     Pan
     DS
     Total

     USD
     USD
     USD
     USD
     USD
     USD

     Opening
    balance per Balance Sheet
         (154,982   )
         (30,420   )
         (19,865   )
         (295,610   )
         (21,716   )
         (522,593   )

     Ending
    Balance per Balance Sheet
         (90,874   )
         (40,171   )
         (8,719   )
         (130,241   )
         (10,604   )
         (280,609   )

     Movement
         64,108
         (9,751   )
         11,146
         165,369
         11,112
         241,984

     Opening
    balance
         (154,982   )
         (30,420   )
         (19,865   )
         (295,610   )
         (21,716   )
         (522,593   )

     Cash
    movement Increase in Borrowings

         (10,460   )

         (1,659   )

         (12,119   )

     Repayment
         64,191

         10,682
         167,241
         10,604
         252,718

     Reclassification
         1,385

         1,385

         65,576
         (10,460   )
         10,682
         165,582
         10,604
         241,984
                                               #1

     Non-
    cash movement

     APIC
    Reduction
         -
         -
         -
         -
         -
         -

     Total
    Decrease
         65,576
         (10,460   )
         10,682
         165,582
         10,604
         241,984

     Foreign
    Currency Translation Effect
         (1,468   )
         709
         464
         (213   )
         508
         -

     Total
    Movement including FX
         64,108
         (9,751   )
         11,146
         165,369
         11,112
         241,984

     Ending
    Balance
         (90,874   )
         (40,171   )
         (8,719   )
         (130,241   )
         (10,604   )
         (280,609   )

 #
1 Agreed to cash flow statement’s - Decrease in related party payables

 Abbreviation
:

   SMT
   Straits Management Services Sdn Bhd

   SML
   Sinar Maju Logistik Sdn Bhd

   SMM
   Sinar Maju Marin Sdn Bhd

   Pan
   Pan Management Services Ltd

   DS
   Dato’ Sri Ho Kam Choy

 Rollforward
Related Party Receivables for the period from January 01, 2024 to June 30, 2024

     Related Party Receivables

     Names of related parties
     Straits
     Victoria
     V3
     BH
     SAT
     SPM
     SMT
     En Raja
     Total

     USD
     USD
     USD
     USD
     USD
     USD
     USD
     USD
     USD

     Opening balance per Balance Sheet
         1,623,241
         631,778
         74,066
         110
         1,024
         93
         1,385
         1,469,762
         3,801,459

     Ending Balance per Balance Sheet
         617,290
         822,060
         72,165
         108
         1,000
         91
         -
         1,463,668
         2,976,382

     Movement
         (1,005,951   )
         190,282
         (1,901   )
         (2   )
         (24   )
         (2   )
         (1,385   )
         (6,094   )
         (825,077   )

     Opening balance
         1,623,241
         631,778
         74,066
         110
         1,024
         93
         1,385
         1,469,762
         3,801,459

     Cash movement

     Advances to related parties
         5,550,551
         168,343

         -
         5,718,894

     Trade sales

         39,402

         39,402

     Repayment
         (1,238,635   )

         (31,472   )
         (1,270,107   )

     Reclassification

         (1,385   )

         (1,385   )

         4,311,916
         207,745
         -
         -
         -
         -
         (1,385   )
         (31,472   )
         4,486,804   #2

     Non- cash movement

     APIC Reduction
         (5,311,880   )

         (5,311,880   )

     Total Movement
         (999,964   )
         207,745
         -
         -
         -
         -
         (1,385   )
         (31,472   )
         (825,076   )

     Foreign Currency Translation Effect (FX)
         (5,987   )
         (17,463   )
         (1,901   )
         (2   )
         (24   )
         (2   )
         -
         25,378
         (1   )

     Total Movement including FX
         (1,005,951   )
         190,282
         (1,901   )
         (2   )
         (24   )
         (2   )
         (1,385   )
         (6,094   )
         (825,077   )

     Ending Balance
         617,290
         822,060
         72,165
         108
         1,000
         91
         -
         1,463,668
         2,976,382

 #
2 Agreed to cash flow statement’s - Increase in due from related parties

 Abbreviation
:

   Straits
   Straits Energy Resources Berhad

   Victoria
   Victoria STS (Labuan) Sdn Bhd

   V3
   Victoria 3 Limited

   BH
   Benua Hijau

   SAT
   Straits Alliance Transport Sdn Bhd

   SPM
   Straits Port Management Sdn Bhd

   SMT
   Straits Management Services Sdn Bhd

   En Raja
   Raja Ismail Bin Raja Mohamed

 Annex
II

 Comparative
Schedule of Cash Flow Statements

 Comparative Schedule of Cash Flow Statements

     Cash
    Flow Type Cash Flow Description
     Form
    F-1 (Filing Dated 10 Dec 2024) (A)
     Form
    F-1 (Filing Dated 10 Jan 2025) Amendment No. 1 (B)
     (A)
    vs. (B) Changes
     Form
    F-1 (Current Filing) Amendment No. 2 (C )
     (B)
    vs (C ) Changes
     (A)
    vs. (C ) Changes

     Operating
    (Increase) Decrease in due from related parties
         825,076
         825,076
         -
         (4,486,804   )
         5,311,880
         5,311,880

     Financing
    Decrease in related party payables
         (5,553,864   )
         (241,984   )
         (5,311,880   )
         (241,984   )
         -
         (5,311,880   )

     Effect
    of foreign currency translation
         859,151
         (4,452,729   )
         5,311,880
         859,151
         (5,311,880   )
         -

     Non-cash
    financing and investing Reversal of additional paid-in capital via decrease in related party receivables
         -
         5,311,880
         (5,311,880   )
         5,311,880
         -
         (5,311,880   )

January 29, 2025
Kam Choy Ho
Chief Executive Officer
TMD Energy Ltd
B-10-06, Block B, Plaza Mont Kiara
No. 2, Jalan Kiara, Mont Kiara
50480 Kuala Lumpur
Wilayah Persekutuan, West Malaysia
Re:TMD Energy Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed January 10, 2025
File No. 333-283704
Dear Kam Choy Ho:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our January 6, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1
Management, page 103
1.Please update your compensation disclosure to include the most recently completed
fiscal year. Refer to Item 6.B of Form 20-F.
Cayman Islands Taxation, page 136
2.We note your revised disclosure in response to comment 3. Please revise your
prospectus disclosure to state that the disclosure in the section "Cayman Islands
Taxation" constitutes the opinion of Cayman Islands counsel, Ogier. Please also revise
Exhibit 5.1 to consent to the reference to your firm in this section of the prospectus.

January 29, 2025
Page 2
Unaudited Condensed and Consolidated Statements of Cash Flows For the Six Months Ended
June 30, 2024 and 2023, page F-31
3.We note your response to prior comment 2 and the revised amounts in your statement
of cash flows for the six month period ended June 30, 2024. Please provide us with a
rollforward of the related party payables account from the beginning balance to
ending balance showing borrowings, payments and the $5.3 million non-cash item.
Also reconcile such activity to the $.24 million decrease in related party payables in
you statement of cash flows. In addition, tell us why the effect of foreign currency
translation on cash and cash equivalents changed from $.86 million to ($4.5) million.
Lastly, revise your disclosure to comply with ASC 250-10-50-7.
            Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

TMD
ENERGY LIMITED

B-10-06,
Block B, Plaza Mont Kiara

No.
2, Jalan Kiara, Mont Kiara

50480
Kuala Lumpur

Wilayah
Persekutuan, West Malaysia

Via
Edgar

January
10, 2025

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:
TMD Energy Limited (the “Company”)

Registration
Statement on Form F-1

Filed
December 10, 2024

File No. 333-283704

Dear
SEC Officers:

We
hereby provide a response to the comments issued in a letter dated January 6, 2025 (the “Staff’s Letter”) regarding
the Company’s Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are filing
the amended Registration Statement via Edgar (the “Amended F-1”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1, we have responded
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Registration
Statement on Form F-1 Filed December 10, 2024

Dilution,
page 51

    1.
    We
    note your response to prior comment 2. Please tell us why your pro forma as adjusted net tangible book value at June 30, 2024 and
    the related dilution calculations did not change as a result of excluding deferred offering costs in your historical net tangible
    book value.

Response:

The pro forma as adjusted net
tangible book value as at June 30, 2024, amounting to $24,999,599, as previously presented, already excluded deferred offering costs.
As a result, there was no impact on the related dilution calculations, which remain unchanged.

Unaudited
Condensed and Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2024 and 2023, page F-31

    2.
    Refer
    to item (ii) in your response to prior comment 3. Please provide disclosure of the transactions noted in your response. In addition,
    it appears that the $5.3 million reduction in APIC and the due from related parties from Straits are non-cash transactions. Please
    tell us why you reflect them as cash outflows and inflows in your statement of cash flows. Lastly, tell us how the $2.7 million return
    of capital for unissued shares for the year ended December 31, 2023 was reflected in your statement of cashflows Refer to ASC 230-10-50-3
    through 230-10-50-5.

Response:

The $5.3 million reduction in
APIC and the due from related parties from Straits were non-cash transactions. Accordingly, we have revised the classification of the
transaction in the statement of cash flows to remove it from the financing activities. We have also updated the related disclosure in
the statement of cash flows to align with the guidance provided in ASC 230-10-50-3 through 230-10-50-5. Please refer to the revisions
made on page F-31 of the Amended F-1.

In regards to the $2.7 million
return of capital for unissued shares for year ended December 31, 2023, this transaction was appropriately treated as non-cash transaction.
We have updated the disclosure in the statement of cash flows to align with the guidance provided in ASC 230-10-50-3 through 230-10-50-5.
Please refer to the revisions made on F-6 of the Amended F-1.

Registration
Statement on Form F-1 filed December 10, 2024

Material
Income Tax Considerations

Cayman
Islands Taxation, page 136

    3.
    We
    note the statement in Exhibit 5.1 that the disclosure in this section of the prospectus constitutes counsel’s opinion. Please
    revise this section of the prospectus to state that it constitutes the opinion of Cayman Islands counsel, Ogier. Refer to Section
    III.B.2 of Staff Legal Bulletin No. 19. Also include a reference to Exhibit 8.1 in the exhibit index.

Response:
We respectfully advise the Staff that we have revised pages 136 and II-4 of the Amended F-1 (including Exhibit 8.1).

Please
also refer to the revised Exhibit 5.1 which has incorporated the opinion of the Cayman Islands counsel, Ogier, regarding tax matters
(Exhibit 8.1).

Please
reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.

Sincerely,

    /s/
    Dato Sri’ Kam Choy HO

    TMD
    Energy Limited

    Chief
    Executive Officer

    Encl.

January 6, 2025
Kam Choy Ho
Chief Executive Officer
TMD Energy Ltd
B-10-06, Block B, Plaza Mont Kiara
No. 2, Jalan Kiara, Mont Kiara
50480 Kuala Lumpur
Wilayah Persekutuan, West Malaysia
Re:TMD Energy Ltd
Registration Statement on Form F-1
Filed December 10, 2024
File No. 333-283704
Dear Kam Choy Ho:
            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.
Registration Statement on Form F-1 Filed December 10, 2024
Dilution, page 51
1.We note your response to prior comment 2. Please tell us why your pro forma as
adjusted net tangible book value at June 30, 2024 and the related dilution
calculations did not change as a result of excluding deferred offering costs in your
historical net tangible book value.
Unaudited Condensed and Consolidated Statements of Cash Flows For the Six Months Ended
June 30, 2024 and 2023, page F-31
Refer to item (ii) in your response to prior comment 3. Please provide disclosure of
the transactions noted in your response. In addition, it appears that the $5.3 million
reduction in APIC and the due from related parties from Straits are non-cash 2.

January 6, 2025
Page 2
transactions. Please tell us why you reflect them as cash outflows and inflows in your
statement of cash flows. Lastly, tell us how the $2.7 million return of capital for
unissued shares for the year ended December 31, 2023 was reflected in your statement
of cashflows Refer to ASC 230-10-50-3 through 230-10-50-5.
Registration Statement on Form F-1 filed December 10, 2024
Material Income Tax Considerations
Cayman Islands Taxation, page 136
3.We note the statement in Exhibit 5.1 that the disclosure in this section of the
prospectus constitutes counsel's opinion. Please revise this section of the prospectus to
state that it constitutes the opinion of Cayman Islands counsel, Ogier. Refer to Section
III.B.2 of Staff Legal Bulletin No. 19. Also include a reference to Exhibit 8.1 in the
exhibit index.

January 6, 2025
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 Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

TMD
ENERGY LIMITED

B-10-06,
Block B, Plaza Mont Kiara

No.
2, Jalan Kiara, Mont Kiara

50480
Kuala Lumpur

Wilayah
Persekutuan, West Malaysia

Via
Edgar

December
10, 2024

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:
TMD Energy Ltd (the “Company”)

Draft
Registration Statement on Form F-1

Submitted
June 11, 2024

CIK
No. 0002009714

Dear
SEC Officers:

We
hereby provide a response to the comments issued in a letter dated December 5, 2024 (the “Staff’s Letter”) regarding
the Company’s Draft Registration Statement on Form F-1 (the “Draft Registration Statement”). Contemporaneously,
we are filing the revised Draft Registration Statement via Edgar (the “Amended F-1”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1, we have responded
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment
No. 3 to Draft Registration Statement on Form F-1

Capitalization,
page 50

    1.
    Please
    remove your proforma as adjusted (Full exercise of over-allotment option) column. In addition, remove the similar column and related
    disclosures in your dilution disclosure.

Response:
We respectfully advise the Staff that we have revised pages 50 and 51 of the Amended F-1.

Dilution,
page 51

    2.
    You
    appear to include deferred offering costs in your historical net tangible book value of $17,212,343 as of June 30, 2024. Please revise
    to exclude such costs from your net tangible book value.

Response:
We respectfully advise the Staff that we have revised page 51 of the Amended F-1.

Unaudited
Condensed and Consolidated Statements of Cash Flows, page F-31

    3.
    Please
    tell us what the repayment to related party payables of $7,426,919 for the June 30, 2024 period represents, how it was calculated,
    and how it relates to amounts disclosed on page F-42 and F-43.

Response:
We respectfully advise the Staff that we have revised page F-31 of the Amended F-1. The decrease in related party payables is revised
to $5,553,864.

The
decrease of $5,553,864 in related party payables consist of the following:

 (i) $241,984
                                            repayment to related parties which relates to F42 & F43 which evidenced by the movement
                                            in the amount due to related parties as at December 31, 2023 and June 30, 2024 amounting
                                            to $522,593 and $280,609 respectively; and

 (ii) 5,311,880
                                            represents the reversal of Additional Paid-In Capital (“APIC”) by Straits Energy
                                            Resources Berhad (“Straits”), which was originally recorded in prior year 2022
                                            as APIC in Tumpuan Megah Development Sdn Bhd (“TMD”). This amount was a cash
                                            consideration initially made by Straits for the purpose of acquiring shares in TMD and was
                                            appropriately classified as APIC under equity. However, the issuance of shares never occurred.
                                            In 2024, as part of the restructuring for the purpose of the IPO, Straits formally terminated
                                            the acquisition of shares. Consequently, the APIC was reversed and offset against the amount
                                            owed by Straits resulting in a net balance of USD617,290 due from Straits, as disclosed on
                                            Page F42.

Please
reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.

Sincerely,

    /s/
    Dato Sri’ Kam Choy HO

    TMD
    Energy Limited

    Chief
    Executive Officer

    Encl.

CORRESP
1
filename1.htm

TMD
ENERGY LIMITED

B-10-06,
Block B, Plaza Mont Kiara

No.
2, Jalan Kiara, Mont Kiara

50480
Kuala Lumpur

Wilayah
Persekutuan, West Malaysia

Via
Edgar

December
10, 2024

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:
TMD Energy Ltd (the “Company”)

Draft
Registration Statement on Form F-1

Submitted
June 11, 2024

CIK
No. 0002009714

Dear
SEC Officers:

We
hereby provide a response to the comments issued in a letter dated December 5, 2024 (the “Staff’s Letter”) regarding
the Company’s Draft Registration Statement on Form F-1 (the “Draft Registration Statement”). Contemporaneously,
we are filing the revised Draft Registration Statement via Edgar (the “Amended F-1”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1, we have responded
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment
No. 3 to Draft Registration Statement on Form F-1

Capitalization,
page 50

    1.
    Please
    remove your proforma as adjusted (Full exercise of over-allotment option) column. In addition, remove the similar column and related
    disclosures in your dilution disclosure.

Response:
We respectfully advise the Staff that we have revised pages 50 and 51 of the Amended F-1.

Dilution,
page 51

    2.
    You
    appear to include deferred offering costs in your historical net tangible book value of $17,212,343 as of June 30, 2024. Please revise
    to exclude such costs from your net tangible book value.

Response:
We respectfully advise the Staff that we have revised page 51 of the Amended F-1.

Unaudited
Condensed and Consolidated Statements of Cash Flows, page F-31

    3.
    Please
    tell us what the repayment to related party payables of $7,426,919 for the June 30, 2024 period represents, how it was calculated,
    and how it relates to amounts disclosed on page F-42 and F-43.

Response:
We respectfully advise the Staff that we have revised page F-31 of the Amended F-1. The decrease in related party payables is revised
to $5,553,864.

The
decrease of $5,553,864 in related party payables consist of the following:

    (i)
    $241,984
    repayment to related parties which relates to F42 & F43 which evidenced by the movement in the amount due to related parties
    as at December 31, 2023 and June 30, 2024 amounting to $522,593 and $280,609 respectively; and

    (ii)
    5,311,880
    represents the reversal of Additional Paid-In Capital (“APIC”) by Straits Energy Resources Berhad (“Straits”),
    which was originally recorded in prior year 2022 as APIC in Tumpuan Megah Development Sdn Bhd (“TMD”). This amount was
    a cash consideration initially made by Straits for the purpose of acquiring shares in TMD and was appropriately classified as APIC
    under equity. However, the issuance of shares never occurred. In 2024, as part of the restructuring for the purpose of the IPO, Straits
    formally terminated the acquisition of shares. Consequently, the APIC was reversed and offset against the amount owed by Straits
    resulting in a net balance of USD617,290 due from Straits, as disclosed on Page F42.

Please
reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.

Sincerely,

    /s/
    Dato Sri’ Kam Choy HO

    TMD
    Energy Limited

    Chief
    Executive Officer

    Encl.

December 5, 2024
Kam Choy Ho
Chief Executive Officer
TMD Energy Ltd
B-10-06, Block B, Plaza Mont Kiara
No. 2, Jalan Kiara, Mont Kiara
50480 Kuala Lumpur
Wilayah Persekutuan, West Malaysia
Re:TMD Energy Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted November 14, 2024
CIK No. 0002009714
Dear Kam Choy Ho:
            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. Unless we note otherwise, any references to prior comments are to comments in
our August 2, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Capitalization, page 50
1.Please remove your proforma as adjusted (Full exercise of over-allotment option)
column. In addition, remove the similar column and related disclosures in your
dilution disclosure.

December 5, 2024
Page 2
Dilution, page 51
2.You appear to include deferred offering costs in your historical net tangible book
value of $17,212,343 as of June 30, 2024. Please revise to exclude such costs from
your net tangible book value.
Unaudited Condensed and Consolidated Statements of Cash Flows, page F-31
3.Please tell us what the repayment to related party payables of $7,426,919 for the June
30, 2024 period represents, how it was calculated, and how it relates to amounts
disclosed on page F-42 and F-43.
            Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

August 2, 2024
Kam Choy Ho
Chief Executive Officer
TMD Energy Ltd
B-10-06, Block B, Plaza Mont Kiara
No. 2, Jalan Kiara, Mont Kiara
50480 Kuala Lumpur
Wilayah Persekutuan, West Malaysia
Re:TMD Energy Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 18, 2024
CIK No. 0002009714
Dear Kam Choy Ho:
            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. Unless we note otherwise, any references to prior comments are to comments in our
July 9, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Notes to Consolidated Financial Statements
Note 8 - Related party transactions, page F-19
1.Please revise your disclosure consistent with your response to prior comment 16 to
include the significant terms of the Guarantee Agreement between Raja Ismail and your
parent Straits, and clarify the accounting for the reimbursement of legal fees under this
agreement.

August 2, 2024
Page 2
Note 15 - Commitments and Contingencies
Contingencies, page F-25
2.Please revise your disclosure to explain why there is not at least a reasonable
possibility that a loss or additional loss may be incurred by the company in regards to the
legal proceedings involving Tumpuan Megah consistent with your response to prior
comment 17. Refer to ASC 450-20-50-3.
General
3.We note your revisions in response to comment 7. Please clarify whether the Russia-
Ukraine conflict has materially affected your operations or financial results.
            Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

July 9, 2024
Kam Choy Ho
Chief Executive Officer
TMD Energy Ltd
B-10-06,Block B, Plaza Mont Kiara
No. 2, Jalan Kiara, Mont Kiara
50480 Kuala Lumpur
Wilayah Persekutuan, West Malaysia
Re:TMD Energy Ltd
Draft Registration Statement on Form F-1
Submitted June 11, 2024
CIK No. 0002009714
Dear Kam Choy Ho:
            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.
Draft Registration Statement on Form F-1 submitted on June 11, 2024
Cover Page
1.We note your disclosure that "[w]e intend to apply to list our Ordinary Shares on the
[NYSE American/Nasdaq Capital Market] under the symbol “[*]”. There is no assurance
that such application will be approved, and if our application is not approved, this offering
may not be completed." However, on page 134 you state "[h]owever, we will not
complete this offering unless we are so listed." Please revise your cover page to disclose
more clearly whether this offering is contingent upon the final approval of your NYSE
American/Nasdaq Capital Market listing.
Here, and on pages 9 and 21 where you discuss being a controlled company, please revise
to state that Dato’ Sri Kam Choy Ho, your chairman of the board and Chief Executive
Officer, also is the group managing director of Straits Energy Resources Berhad, and that 2.

July 9, 2024
Page 2
two of your other directors also are directors of Straits. Include this disclosure in the
Related Party Transactions section of your prospectus, as well, or tell us why you are not
required to do so. Refer to Item 7.B of Form 20-F.
Businesses we may acquire in the future will expose us to increased operating risks., page 12
3.We note here and elsewhere in your filing disclosure concerning potential
future acquisitions.  Please disclose whether any such acquisitions are currently planned.
We depend on a limited number of suppliers, ..., page 13
4.Please clarify your statement that you are dependent on a limited number of suppliers
of refined marine fuel products by disclosing the actual number of suppliers on which you
rely. Include a relevant discussion of this issue in the Business section, as well. Refer to
Items 3D and 4.B.6 of Form 20-F.
Use of Proceeds, page 48
5.We note your disclosure that you will use "[a]pproximately 75% for purchase of cargo."
Please revise to state, if true, that you will use 75% of the proceeds for the purchase of
cargo oil.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
59
6.Please describe, and quantify to the extent possible, any known trends and uncertainties
that have had or that you reasonably expect will have a material favorable or unfavorable
impact on your revenue or results of operations. In this regard, for example, we note
that income from operations dropped 41.9% from 2022 to 2023. Also revise to clarify
whether inflation has had or is expected to have a material impact on your operations and
results.
7.If material, please expand upon the impacts of Russia’s invasion of Ukraine on your
business. Consider material impacts of sanctions, limitations on obtaining relevant
government approvals, currency exchange limitations, or export or capital controls as a
result of the invasion; import or export bans on products or commodities, including
energy from Russia, as a result of the invasion; and supply chain disruptions as a result of
the invasion.
Internal control, page 60
8.We note your statement that "[t]he Company acknowledge that it has shortcomings in its
internal control over its financial reporting and hope that it will have sufficient and
adequate resources to have proper and adequate internal control procedures and policies."
Please clarify your disclosure to state whether you are implementing a plan to remediate
your shortcomings in your internal control over financial reporting, and advise us why
you believe these shortcomings do not represent a material weakness of internal controls
over your financial reporting.

July 9, 2024
Page 3
Cash Flows & Working Capital
Cash Flows, page 70
9.Please provide a more informative analysis and discussion of changes in cash flows,
including changes in working capital components, for each period presented. In doing so,
explain the underlying reasons and implications of material changes between periods to
provide investors with an understanding of trends and variability in operating cash flows.
Ensure your discussion and analysis is not merely a recitation of changes evident from the
financial statements. Refer to Item 5.B of Form 20-F, in particular the introductory
paragraph thereof and instructions 1 and 9 of the instructions to Item 5.
Liquidity & Capital Resources, page 70
10.Please discuss your material cash requirements, including commitments for capital
expenditures and purchase commitments at December 31, 2023 and the anticipated
sources of funds needed to satisfy such requirements. Refer to Item 5.B.3 of Form 20-F.
Management
Compensation of Directors and Executive Officers, page 99
11.Please tell us why you have not included compensation disclosure regarding your chief
financial officer. Refer to Item 6.B of Form 20-F.
Related Party Transactions, page 101
12.Please revise to identify the related parties in the "Nature" column of the table.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Property, Plant and Equipment, page F-12
13.Please disclose the estimated useful lives for docking fees as included in your schedule of
Property, Plant and Equipment in Note 6 on page F-18. If docking fees are included in
dry-docking expenditures in your policy footnote, revise your disclosure accordingly.
Note 3 - Accounts Receivable, net, page F-17
14.Please disclose the significant payment terms of your contracts. In addition, provide a
rollforward of the allowance for credit losses. Refer to ASC 606-10-50-12b and ASC 326-
20-50-13.
Note 5 - Other receivables and current assets, page F-17
15.Please disclose any restrictions on deposits held with financial institutions for bank
guarantees extended to third party supplier, cargo deposit paid to third party supplier for
upgrading of payment term, deposit paid to third party contingent suppliers for supply of
fuel oil. Also, please disclose any restrictions on cash and cash equivalents held for
similar purposes. Refer to Rule 5-02.1 of Regulation S-X.
Note 8 - Related party transactions, page F-19
Please explain your rationale, citing specific guidance used, for recognizing a receivable
from the gain contingency related to Raja Ismail Bin Raja Mohamed (Raja Ismail) for 16.

July 9, 2024
Page 4
reimbursable legal fees incurred by Tumpuan Megah, one of your subsidiaries, which is
recoverable against Raja Ismail by Straits of $1,469,762 for the reimbursement of legal
fees. Refer to SAB Topic 5:T.
Note 15 - Commitments and Contingencies, page F-25
17.Please explain your rationale, citing the specific guidance used, for not recognizing the
potential liabilities of Tumpuan Megah in a legal proceeding for disputes over financing
agreements, gas oil supply contracts, and enforcement attempts of an English judgment
against it for amounts beyond those indemnified under an agreement with Straits. Refer to
ASC 450-20 and SAB Topic 5:T.
General
18.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, whether or not you retained, or intend to retain, copies of those
communications. 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 Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services