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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Delixy Holdings Ltd (Name of Issuer) |
Ordinary Shares, par value US$0.000005 per share (Title of Class of Securities) |
G2703G103 (CUSIP Number) |
Xie Dongjian 883 North Bridge Road, #04-01, Southbank SINGAPORE, U0, 198785 (65) 6291 3184 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G2703G103 |
| 1 |
Name of reporting person
Xie Dongjian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,176,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
56.12 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Note to Item 9: Consists of 9,176,000 ordinary shares of the Issuer, par value US$0.000005 per share ("Ordinary Shares") beneficially held by Mr. Xie Dongjian (the "Reporting Person", or "Mr. Xie"). The Reporting Person holds the 9,176,000 Ordinary Shares through Mega Origin Holdings Limited. Mega Origin Holdings Limited is a company incorporated in the BVI and wholly owned by the Reporting Person. The Reporting Person therefore has voting and/or dispositive control over the Ordinary Shares held by Mega Origin Holdings Limited, and may be deemed the beneficial owner of all ordinary shares held by Mega Origin Holdings Limited.
(2) Note to Item 13: This percentage is calculated based on a total of 16,350,000 Ordinary Shares of the Issuer's issued and outstanding Ordinary Shares as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission ("SEC") on July 9, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value US$0.000005 per share | |
| (b) | Name of Issuer:
Delixy Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
883 North Bridge Road, #04-01, Southbank,
SINGAPORE
, 198785. | |
Item 1 Comment:
Delixy Holdings Limited is a company incorporated in the Cayman Islands. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed by Mega Origin Holdings Limited and Mr. Xie. | |
| (b) | Mr. Xie is the Executive Chairman, Chief Executive Officer and Executive Director of the Issuer, with its principal executive office located at 883 North Bridge Road #04-01, Southbank, Singapore 198785. The registered address of Mega Origin Holdings Limited is at Palm Grove House, P.O. Box 438, Road Town, Tortola VG1110, British Virgin Islands. | |
| (c) | The Reporting Person is the director and controlling shareholder of Mega Origin Holdings Limited. | |
| (d) | During the past five years, neither (1) Mr. Xie, nor (2) Mega Origin Holdings Limited nor any of its officers or directors has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | During the past five years, neither (1) Mr. Xie, nor (2) Mega Origin Holdings Limited nor any of its officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mega Origin Holdings Limited is a company incorporated in the British Virgin Islands. Mr. Xie is a citizen of China. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Issuer was incorporated on May 16, 2024. On incorporation, the Issuer's authorized share capital was US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each. Following incorporation, the Issuer's entire issued share capital was held solely by Mr. Xie. Per the reorganization executed on August 21, 2024, Mr. Xie was issued an additional 99,999 shares, and on the same date, he transferred 18.62%, 4.90%, 4.90%, 4.90% and 3.34% of his shares to Novel Majestic, Cosmic Magnet, Dragon Circle, Rosywood Holdings and Golden Legend respectively. On November 6, 2024, Mega Origin transferred its entire equity interest in Delixy Energy Pte. Ltd, an indirect wholly-owned subsidiary of the Issuer, to the Issuer in consideration of the Issuer's allotment and issue to it of one share credited as fully paid. On November 19, 2024, Mr. Xie transferred his 63.34% interest in the Issuer to his wholly-owned company, Mega Origin, for cash at par. On November 29, 2024, the Issuer effectuated a 1:200 forward stock split and, following the forward stock split, the cancellation of 99,500,000,000 shares, resulting in the authorized share capital becoming $2,500 divided into 500,000,000 shares of a par value of $0.000005 each.
The Reporting Person is deemed to hold the voting and dispositive power over the 9,176,000.00 Ordinary shares of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person, through Mega Origin Holdings Limited, is a pre-IPO shareholder of the issuer. The Reporting Person acquired with the intent to exercise control over the Issuer. The Reporting Person intends to continue actively participating in the Issuer's management and strategic direction.
Except as set forth herein, the Reporting Person does not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Incorporated by reference to rows 11 and 13 of the Cover Page. | |
| (b) | Incorporated by reference to rows 7 to 10 of the Cover Page. | |
| (c) | None. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Lock-Up Agreement - Pursuant to the terms of a Lock-Up agreement dated July 8, 2025, (the "Lock-Up Agreement"), a copy of the form of which is attached to this Schedule 13D as Exhibit 1 and incorporated herein by reference, the Reporting Person has agreed subject to certain exceptions, not to offer, pledge, sell, or dispose of, directly or indirectly, any of the Issuer's Ordinary Shares or securities convertible into or exchangeable or exercisable for any of the Issuer's Ordinary Shares during the 6-month period following the date of the final prospectus relating to the offering, July 9, 2025. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Form of Lock-Up Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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