Delixy Holdings 13D: 2.47M shares held by Novel Majestic’s Tran Tieu Cam

Rhea-AI Filing Summary

Delixy Holdings Ltd (DLXY) – Schedule 13D filing: Ms. Tran Tieu Cam, through wholly-owned BVI entity Novel Majestic Ltd, reports beneficial ownership of 2,468,000 ordinary shares, equal to 15.09 % of the 16,350,000 shares outstanding disclosed in the 9-Jul-2025 IPO prospectus. The stake was granted as non-cash consideration for referral services that have generated roughly US$400k average annual gross profit since 2018; management valued the six-year contribution at c.US$2.2 m.

The shares represent 18.62 % of pre-offering equity. Ms. Tran controls full voting and dispositive power and classifies the holding as an investment. A 6-month lock-up agreement from 9-Jul-2025 prohibits any sale, pledge or transfer except for limited carve-outs. The filer states no current plans that would trigger corporate actions under Items 4(a)-(j) of Schedule 13D.

No criminal or civil securities proceedings are reported against either Ms. Tran or Novel Majestic. The disclosure increases public float transparency and signals a sizeable insider-aligned position that will remain illiquid until at least 9-Jan-2026.

Positive

• High insider ownership: Ms. Tran controls 15.09 % of outstanding shares, aligning interests with public investors.
• Lock-up agreement: 6-month restriction on share sales limits near-term supply and potential price pressure.

Negative

• Historical dilution: Equity equal to 18.62 % pre-offering was issued for non-cash services, reducing legacy shareholders’ percentage ownership.

Insights

Securities Analyst

TL;DR: 15% insider stake disclosed; shares locked for 6 months, modestly positive for post-IPO alignment.

The filing confirms Ms. Tran as DLXY’s second-largest shareholder, consolidating 15.09 % of the ordinary shares. Insider ownership of this magnitude typically aligns management with minority investors and may reduce near-term selling pressure, especially with the six-month lock-up extending through early 2026. Because the shares were issued for past services, no new cash entered the company, but the economic value (~US$2.2 m) was already embedded in pre-IPO capitalisation, so dilution is historical. Absent plans for activism or strategic change, the market impact should be limited, yet the disclosure provides clarity on float composition and potential overhang timing.

Corporate Governance Expert

TL;DR: Governance neutral; large related-party equity grant documented, no red flags in legal history.

The 13D details the rationale and valuation methodology for awarding 18.62 % pre-IPO equity to Ms. Tran, framing it as deferred consideration for business development contributions. While sizable, the grant was approved by CEO Mr. Xie and appears linked to measurable profit generation. No evidence of litigation or regulatory breaches is noted, mitigating governance risk. The six-month lock-up and absence of contemplated control transactions suggest limited immediate influence. Overall impact is neutral; transparency helps satisfy disclosure best practices.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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

CUSIP No. G2703G103

1

Name of reporting person

Tran Tieu Cam

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

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)

6

Citizenship or place of organization

VIET NAM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,468,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,468,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,468,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.09 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Note to Item 9: Consists of 2,468,000 ordinary shares of the Issuer, par value US$0.000005 per share ("Ordinary Shares") beneficially held by Ms. Tran Tieu Cam (the "Reporting Person", or "Ms. Tran"). The Reporting Person holds the 2,468,000 Ordinary Shares through Novel Majestic Limited. Novel Majestic 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 Novel Majestic Limited, and may be deemed the beneficial owner of all ordinary shares held by Novel Majestic 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

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, 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 Novel Majestic Limited and Ms. Tran.
(b)	Ms. Tran resides in Room 4506, Sunwah Pearl White House, Ho Chih Minh City, Vietnam 70000. The registered address of Novel Majestic Limited is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.
(c)	The Reporting Person is the director and controlling shareholder of Novel Majestic Limited.
(d)	During the last five years, neither (1) Ms. Tran, nor (2) Novel Majestic Limited nor any of its officers or directors has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e)	During the last five years, neither (1) Ms. Tran, nor (2) Novel Majestic 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)	Novel Majestic Limited is a company incorporated in the British Virgin Islands. Ms. Tran is a citizen of Vietnam.
Item 3.	Source and Amount of Funds or Other Consideration
	The ultimate beneficial owner of Novel Majestic Limited, Ms. Tran Tieu Cam, has provided services to Delixy Holdings Limited (the "Company") since 2018 by introducing leads and contacts to the group. Since 2018, the referrals provided by Ms. Tran have contributed on average approximately US$400,000 in gross profit annually to the group. These business transactions also enhanced the profile of the group. Ms. Tran was not compensated throughout the years for her referrals. As compensation for her contributions to the Group, which were considered to be similar to those typically made by a partner, Mr. Xie, the CEO of the Company, agreed with Ms. Tran to allot certain shares in the group to her should the group decide to pursue liquidity events, such as an IPO. In determining the number of shares to allot to Novel Majestic, which represents 18.62% of the total issued shares of the Company prior to the offering, Mr. Xie considered Delixy Energy Pte. Ltd.'s audited net asset value of approximately US$11.9 million as at December 31, 2022. The implied value of the contributions of Ms. Tran was estimated to be approximately US$2.2 million at that time (or approximately US$400,000 over a period of six years from 2018 to 2024).
Item 4.	Purpose of Transaction
	The Reporting Person acquired the Ordinary Shares beneficially owned by her as compensation for her services provided to the Company since 2018. The Reporting Person holds the Ordinary Shares for investment purposes. As a significant shareholder of the Company, she may be asked to discuss and vote on matters related to items (a) through (j) of this Item 4 of Schedule 13D with other shareholders of the Company. Except as set forth herein, the Reporting Persons do 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.

Tran Tieu Cam

Signature:	/s/ Tran Tieu Cam
Name/Title:	Tran Tieu Cam / Director of Novel Majestic Limited
Date:	08/05/2025

FAQ

How many DLXY shares does Ms. Tran Tieu Cam own?

She beneficially owns 2,468,000 ordinary shares, representing 15.09 % of the class.

What is the basis for the share grant to Ms. Tran?

The shares compensate her for referral services that generated about US$400k annual gross profit since 2018, valued at roughly US$2.2 m.

Is there a lock-up on Ms. Tran’s DLXY shares?

Yes. A Lock-Up Agreement bars sale or transfer for 6 months after 9-Jul-2025, expiring around 9-Jan-2026.

Does Ms. Tran plan to change Delixy Holdings’ control or operations?

The filing states no current plans or proposals under Items 4(a)-(j) of Schedule 13D.

Were any legal proceedings disclosed against the reporting persons?

No. The filing affirms no criminal or civil securities proceedings in the past five years.