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                              January 18, 2024

       Mikael   pstun Skov
       Chief Executive Officer
       Hafnia Limited
       c/o Hafnia SG Pte. Ltd.
       10 Pasir Panjang Road, #18-01
       Singapore 117438

                                                        Re: Hafnia Limited
                                                            Draft Registration
Statement on Form 20-FR12B
                                                            Submitted December
22, 2023
                                                            CIK No. 0001815779

       Dear Mikael   pstun Skov:

                                                        We have reviewed your
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.

       Draft Registration Statement on Form 20-F filed December 22, 2023

       Market and Industry Data, page iv

   1.                                                   We note that you
attribute certain information throughout your registration statement
                                                        to Clarksons Research.
Please provide the date of such report, and explain, if true, that
                                                        you commissioned such
report.
       We derive a significant portion of our revenue from our top five
customers, and the loss or
       default of any such customers..., page 40

   2.                                                   Please revise to
disclose the percentage of revenues attributable to your top five customers
                                                        and disclose whether
any customer represented 10% or more of your revenues for the year
                                                        ended December 31,
2023.
 Mikael   pstun Skov
FirstName  LastNameMikael   pstun Skov
Hafnia Limited
Comapany
January 18,NameHafnia
            2024       Limited
January
Page 2 18, 2024 Page 2
FirstName LastName
Risk Factors
Risks Related to Our Company, Organization, and Structure
Our major shareholder, currently BW Group Limited, may have interests that are
different from
our interests..., page 41

3.       We note that BW Group Limited, owned by corporate interests associated
with the
         Sohmen family, is currently a major shareholder. Please disclose
whether you will be a
            controlled company    as defined under the relevant NYSE listing
rules and, if so, whether
         you intend to rely on the exemptions as a controlled company. If
applicable, please
         include risk factor disclosure that discusses the effect, risks and
uncertainties of being
         designated a controlled company, including but not limited to, the
result that you may
         elect not to comply with certain corporate governance requirements.
Operating Results
Results of Operations, page 127

4.       We note your disclosure indicating the 192% increase in voyage charter
revenue for 2022
         compared to 2021 was due to stronger freight rates and bigger fleet
size. Please expand
         your discussion and analysis to clarify the extent to which changes in
revenues are
         attributable to changes in volumes and separately to changes in prices
to comply with Item
         5.A.1 of Form 20-F.

         Please describe the volumetric measures underlying this incremental
disclosure
         sufficiently to also understand the extent to which having more ships
available has
         impacted utilization of the overall fleet; and expand your disclosure
in the Overview on
         page 120 to include the utilization rates for each period, along with
an explanation of the
         method applied in calculating those figures.
Item 5. Operating and Financial Review and Prospects
B. Liquidity and Capital Resources, page 136

5.       We note your disclosure here regarding certain credit facilities.
Please revise to disclose
         the material terms of the facilities and file as an exhibit every
contract that is material to
         you. In this regard, we also note your disclosure on page 175 relating
to the agreements
         with BW Group Limited. Refer to Instruction 4 of Instructions as to
Exhibits of Form 20-
         F.
Item 6. Directors, Senior Management and Employees
C. Board Practices
Committees
Nomination Committee, page 171

6.       Please clarify, if true, that the members of the Nomination Committee
are not members of
         the Board of Directors but are affiliated with your major shareholder,
BW Group Limited.
 Mikael   pstun Skov
FirstName  LastNameMikael   pstun Skov
Hafnia Limited
Comapany
January 18,NameHafnia
            2024       Limited
January
Page 3 18, 2024 Page 3
FirstName LastName
         Please also revise your risk factor on page 41 entitled, Our major
shareholder, currently
         BW Group Limited, may have interests that are different from our
interests and the
         interests of our other shareholders, to disclose that certain Board
and committee members
         that are associated with BW Group.
Dividend Policy, page 177

7.       We note your disclosure explaining that you changed your dividend
policy towards the
         end of 2022 and that under the new policy you intend to pay dividends
ranging from 50%
         to 80% of net profit, adjusted for extraordinary items, where the
applicable percentages
         will be based on a net loan-to-value measure, involving debt
associated with vessels
         owned, leased or in pools, and vessel values.

         However, you indicate that your board of directors, in determining the
amount of any
         actual dividends, will also take into consideration your capital
structure, capital
         requirements, and capital expenditure plans; liquidity position,
financial condition, and
         general business condition; legal restrictions, to include
restrictions under borrowing
         and other contractual arrangements; and the market outlook.

         Please expand your disclosure to explain how the new policy compares
to your previous
         policy and to describe any changes in the business that you believe
correlate with the
         policy change and enable higher payments for 2023 and subsequent
periods. Also
         indicate the extent to which your operating cash flows for 2022 would
have supported
         your capital requirements, capital expenditure plans, and dividend
payments if the new
         policy were applied for that period; quantify the extent of any
deficiencies and explain the
         extent to which your reliance on external funding would have increased
to cover these
         various cash requirements.

         Please supplement your matrix of the net loan-to-value and payout
percentages with
         disclosure of the actual corresponding figures utilized for each
period covered by the
         financial statements, details of any adjustments made in determining
the amounts of
         historical dividends; and your views regarding any uncertainties and
circumstances that
         are reasonably likely to limit or preclude the payment of dividends in
accordance with the
         new policy.

         With regard to incremental disclosures on the sufficiency of operating
cash flows relative
         to your various cash requirements, please submit for our review a
schedule showing how
         the new dividend policy would have been applied relative to the
financial results for 2022,
         were it in effect for this earlier period.
 Mikael   pstun Skov
Hafnia Limited
January 18, 2024
Page 4
Item 10. Additional Information
B. Memorandum of Association and Bye-laws
Exclusive Jurisdiction, page 189

8.    We note your disclosure regarding the exclusive jurisdiction provision.
Revise your
      disclosure to state whether you will have an exclusive jurisdiction
provision if
      shareholders approve the redomiciliation to Singapore and whether the
federal district
      courts of the United States will continue to be the exclusive forum for
the resolution of
      any complaint asserting a cause of action arising under the Securities
Act or the Exchange
      Act. Please ensure that the exclusive forum provision in the governing
documents states
      this clearly. Also, please revise to include a risk factor regarding the
exclusive forum
      provision, clearly describing any risks or other impacts on investors and
addressing any
      uncertainty about enforceability. Please also disclose that investors
cannot waive
      compliance with the federal securities laws and the rules and regulations
thereunder. In
      that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
      for federal and state courts over all suits brought to enforce any duty
or liability created by
      the Securities Act or the rules and regulations thereunder.
       Please contact John Cannarella at 202-551-3337 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Anuja Majmudar at 202-551-3844 or Kevin Dougherty at 202-551-3271 with
any other
questions.



                                                             Sincerely,
FirstName LastNameMikael   pstun Skov
                                                             Division of
Corporation Finance
Comapany NameHafnia Limited
                                                             Office of Energy &
Transportation
January 18, 2024 Page 4
cc:       Anthony J. Renzi Jr.
FirstName LastName