SCHEDULE: Delixy Holdings: Insider Lock-Up & Key Shareholder Disclosure

Delixy Holdings Limited discloses a 180-day lock-up agreement for insiders post-public offering and reveals a significant beneficial ownership stake by Ms. Tran Tieu Cam.

Summary

• Delixy Holdings Limited is proceeding with a registered public offering of its ordinary shares, par value US$0.000005 per share.
• Key security holders, officers, and directors are subject to a 180-day lock-up period, restricting the sale or transfer of ordinary shares and related securities following the final prospectus date of the public offering.
• Ms. Tran Tieu Cam, a citizen of Vietnam, through Novel Majestic Limited (a BVI company wholly owned by her), beneficially owns 2,468,000 ordinary shares of Delixy Holdings Limited.
• This ownership represents 15.09% of the company's total issued and outstanding ordinary shares, calculated based on 16,350,000 shares as reported in the prospectus filed on July 9, 2025.
• Ms. Tran Tieu Cam acquired these shares as compensation for services provided to Delixy Holdings Limited since 2018, including introducing leads and contacts that contributed an average of US$400,000 in gross profit annually.
• The implied value of Ms. Tran's contributions was estimated at approximately US$2.2 million, based on Delixy Energy Pte. Ltd.'s audited net asset value of approximately US$11.9 million as of December 31, 2022.
• The lock-up agreement includes standard exceptions for transfers such as bona fide gifts, transfers to family members or trusts, charities, or in connection with a change of control transaction, provided transferees agree to the lock-up terms and no public filing is made.
• The lock-up agreement will terminate if the underwriting agreement is not executed by a specified date (extendable), if the public offering is not pursued or withdrawn, or if the underwriting agreement terminates prior to closing.

Sentiment

Score: 6

Explanation: The filing is largely procedural, detailing a standard lock-up agreement and a significant beneficial ownership disclosure related to an upcoming public offering. The compensation of a key contributor with equity is a positive for alignment, and the lock-up is a standard risk mitigation measure for IPOs. No negative financial performance or operational issues are disclosed.

Positives

• The implementation of a 180-day lock-up agreement for insiders, including officers and directors, demonstrates commitment and helps stabilize the share price post-public offering by preventing immediate selling pressure.
• The disclosure of Ms. Tran Tieu Cam's significant beneficial ownership (15.09%) aligns her interests with the company's long-term success, as her shares were granted as compensation for substantial past contributions.
• Ms. Tran's historical contributions of approximately US$400,000 in annual gross profit through referrals highlight a valuable, long-standing relationship and a proven revenue generation channel for the company.

Risks

• The primary risk addressed by the filing is the potential for immediate insider selling following the public offering, which the 180-day lock-up agreement is designed to mitigate.
• The lock-up agreement's termination conditions, such as the non-execution of the Underwriting Agreement or withdrawal of the Public Offering, indicate a risk that the offering itself may not proceed as planned.

Future Outlook

The company is proceeding with a registered public offering. Ms. Tran Tieu Cam holds her shares for investment purposes and, as a significant shareholder, may engage in discussions and vote on matters related to the company's operations and governance.

Management Comments

• Mr. Xie, the CEO of the Company, agreed with Ms. Tran to allot certain shares in the group to her as compensation for her contributions, which were considered similar to those typically made by a partner, should the group pursue liquidity events like an IPO.

Industry Context

This filing reflects standard procedures for companies undergoing a public offering, including the implementation of lock-up agreements to manage post-IPO share volatility and the disclosure of significant beneficial ownership stakes. The compensation of key contributors with equity, especially prior to an IPO, is a common practice to align long-term interests.

Comparison to Industry Standards

• The 180-day lock-up period is a standard duration for initial public offerings in the U.S. market, comparable to agreements seen in numerous recent IPOs across various sectors, designed to prevent immediate selling pressure from insiders.
• Compensating individuals for business development and referrals with equity, particularly in the lead-up to a liquidity event like an IPO, is a recognized practice, aligning the interests of key contributors with the company's long-term value creation, similar to equity grants for advisors or early partners in growth-stage companies.

Related Party Transactions

• Ms. Tran Tieu Cam, a significant beneficial owner, received 2,468,000 ordinary shares as compensation for services provided to Delixy Holdings Limited since 2018, which could be considered a related party transaction given her current and past relationship with the company.

Stakeholder Impact

• Shareholders: The lock-up agreement provides stability by preventing immediate insider selling post-IPO, potentially reducing downward pressure on the stock price. The disclosure of a significant, aligned shareholder provides transparency.
• Company: The lock-up agreement secures commitment from key individuals and entities, which is crucial for investor confidence during and after a public offering. The compensation of Ms. Tran aligns a valuable contributor's interests with the company's success.

Next Steps

• Consummation of the Public Offering.
• Ms. Tran Tieu Cam may discuss and vote on matters related to the company as a significant shareholder.

Key Dates

Keywords

Delixy Holdings, SEC filing, Lock-up agreement, Public offering, Ordinary shares, Beneficial ownership, Schedule 13D, Insider holdings, Equity compensation, Bancroft Capital