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                                                            August 14, 2024

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

       Re: Delixy Holdings Ltd
           Amendment No. 1 to Draft Registration Statement on Form F-1
           Submitted July 25, 2024
           CIK No. 0002025218
Dear Dongjian Xie:

     We have reviewed your amended draft registration statement and have the
following
comment(s).

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional
comments. Unless we note otherwise, any references to prior comments are to
comments in our
July 2, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form F-1 submitted July 25,
2024
Risk Factors
Risks Related to Our Business and Industry, page 9

1.     Please add a risk factor to discuss the geographical concentration of
customers and
       suppliers upon which you depend, namely within the PRC, and identify
related material
       risks. In this regard, we note from your response to prior comment 18
that in 2023, 87.2%
       of revenues were derived from customers in the PRC, and at page 10 you
state that if any
       of the "top three customers" who accounted for this 87.2% of your 2023
revenues were to
       cease business with you, it could have a "material adverse effect on the
Company's
       financial condition and results of operations." We further note that
57.5% of products
 August 14, 2024
Page 2

       were sourced from suppliers in the PRC in 2023 and that you "generally
procure [oil-
       based products] from suppliers in the [PRC]." Address risks specific to
working with a
       majority of customers and suppliers based in the PRC, including any
direct or indirect
       impacts of the regulatory environment in China and the legal and
operational risks and
       uncertainties that China-based entities face. For example, acknowledge
that the Chinese
       government has significant oversight and discretion over the conduct of
businesses of
       entities based in China and could intervene or influence their
operations at any time, and
       explain whether this could in turn limit these customers' and suppliers'
ability to continue
       conducting business with you.
We are dependent on our transport providers for the transport of our products,
page 11

2.     We note your explanation regarding regulations applicable to the
transport and storage of
       crude oil provided in response to prior comment 9. Please include
comparable disclosure
       in the prospectus in order to contextualize your statement that you are
"not liable for the
       satisfaction of such regulations...by such third-party transport
providers."
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
36

3.     We note your response to prior comment 3 and disclosure in your risk
factors regarding
       the impacts of Russia's invasion of Ukraine. Please further elaborate on
whether there
       are any known remaining anticipated impacts to your business. In this
regard, we note that
       your disclosure primarily discusses historical impacts in fiscal 2022
and fiscal 2023.
Business
Our Competitive Strengths
We have the financial capability to provide our customers with financing...,
page 63

4.     We note your response to prior comment 2, particularly that short term
credit facilities
       have been available to you "from time to time." Because you refer to
"short term loan
       facilities available to the Group," we reissue the request for
clarification as to whether you
       have contractual arrangements with respect to loan facilities at this
present time. If not,
       please clearly state as much, and if so, please provide additional
information about the
       material terms of such facilities, or tell us why such disclosure is not
required. Make
       conforming revisions where you discuss using short term loan facilities
to extend credit
       terms to customers in the prospectus summary.
Regulatory Environment, page 71

5.     We note your response to prior comment 10 and reissue. For each
regulation discussed,
       please also disclose the material effects of the regulation upon your
business as required
       by Item 4.B.8 of Form 20-F. In this regard, your added statement that
these regulations
       have "no material effects" is inconsistent with their affirmative
identification in this
       section as "the main laws and regulations...that we anticipate may
materially affect our
       operations..." Explain, for example, what you must do to remain in
compliance with each
       regulation or why you fall into an exemption from the regulation, as you
have done for
       certain of the regulations in your response letter.
 August 14, 2024
Page 3
Principal and Selling Shareholders, page 87

6.     Please explain why you characterize Tran Tieu Cam as an "Independent
Third Party," or
       revise the disclosure in this section accordingly. In this regard, we
note that Novel
       Majestic is identified as a greater than 5% shareholder prior to the
initial public offering,
       and the definition of "Independent Third Party" at page vii includes any
person who "is
       not a 5% owner of, does not control and is not controlled by or under
common control
       with any 5% owner."
7.     We note from your response to prior comment 19 that the controlling
owners of the
       Resale Shareholders and Novel Majestic have served in various consulting
and advisory
       roles with the company. Please explain your consideration of disclosing
such relationships
       as "position[s], office[s] or other material relationship[s]...within
the past three years with
       the company..." here or at page Alt-2, as appropriate, pursuant to Item
9.D of Form 20-F.
       In this regard, it appears that certain of Selling/Resale Shareholders
are receiving their
       shares to be included in the primary and resale offerings as
consideration for services they
       have provided to the company.
Related Party Transactions, page 89

8.     We note your response to prior comment 13 and reissue in part. Please
file any related
       party agreements required pursuant to Item 601(b)(10) of Regulation S-K
as exhibits to
       the registration statement, or tell us why it is not required. For
example, it appears that the
       loan agreement with Mega Origin entered into January 1, 2024 should be
filed pursuant to
       Item 601(b)(10)(ii)(A).
Consolidated Statements of Cash Flow, page F-6

9.     We note your response to prior comment 16 in which you assert the
interest income
       presented under investing activities pertains to interest received from
bank fixed deposits,
       which are not related to your operations, and are therefore interest
income under investing
       activities in accordance with ASC 230-10-45-16. We do not agree with
your conclusion.
       Income from bank deposits, fixed or otherwise, are not investing
activities either as
       enumerated in ASC 230-10-45-12 or as Investing Activities defined in the
FASB
       Codification Master Glossary. Please modify your presentation or tell us
why you believe
       your current presentation is appropriate.
General

10.    Please provide us with additional explanation as to why you are
registering the resale
       offering at this time, particularly in light of the fact that the Resale
Shares will be issued
       as part of the Group restructuring, which will be completed in
connection with the
       primary offering. Your response to prior comment 19 states that the
number of resale
       shares was determined "by reference to services provided and/or to be
provided...and the
       number of shares held by the Resale Shareholders," but it remains
unclear as a threshold
       matter why the resale offering is being registered concurrently with but
separate from the
       primary offering. Additionally, please provide more detail regarding the
number of shares
       or percentage ownership of the holding company to be issued to each of
the Resale
       Shareholders and Novel Majestic. In this regard, we note that the
pre-IPO ownership of
       Cosmic Magnet and Rosywood Holdings (i.e., 4.90% each) will align with
their early
 August 14, 2024
Page 4

       2023 investment in Delixy, but it is unclear how the anticipated
ownership percentages of
       Golden Legend and Novel Majestic were determined.
       Please contact James Giugliano at 202-551-3319 or Suying Li at
202-551-3335 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
cc:   Jason Ye
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