View:
United States securities and exchange commission logo
December 5, 2023
Fu Xiaowei
Chief Executive Officer
YY Group Holding Ltd.
60 Paya Lebar Road
#05-43 Paya Lebar Square
Singapore 409051
Re: YY Group Holding
Ltd.
Registration
Statement on Form F-1
Filed November 13,
2023
File No. 333-275486
Dear Fu Xiaowei:
We have reviewed your
registration statement and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Form F-1 filed November 13, 2023
Capitalization, page 29
1. We note the change of
$4.065 million between the actual share capital amount of $2.764
million and the pro
forma as adjusted share capital amount of $6.829 million as of June
30, 2023 appears to be
inconsistent with the net proceeds of the offering of $4.79 million
as disclosed on page
28. Please clarify or revise.
Dilution, page 31
2. Please reconcile the
underwriting discounts, commissions and estimated offering expenses
of $1.805 presented
here ($0.315 million plus $1.49 million) to that as presented on page
28 of $1.96 million.
3. Please provide to us
your calculation of historical net tangible book value, historical net
tangible book value per
share, pro forma net tangible book value, and pro forma net
Fu Xiaowei
FirstName
YY Group LastNameFu
Holding Ltd. Xiaowei
Comapany5,
December NameYY
2023 Group Holding Ltd.
December
Page 2 5, 2023 Page 2
FirstName LastName
tangible book value per share. Further, please revise your disclosure
to include historical
net tangible book value.
YY Group Holding Limited and Its Subsidiaries
Notes to Unaudited Interim Condensed Consolidated Financial Statements
2. Revision of Prior Period Financial Statements, page F-48
4. Please revise your disclosure to state the financial statements have
been restated not
revised in accordance with ASC 250-10-50-7.
Exhibit 5.1
5. Please revise to include an opinion on the legality of the shares
being offered for resale.
Also delete as inappropriate the assumption in Section 2.5(a)
regarding the authority of
the Company signatories and the assumption in Section 2.8 that the
Company has
executed the relevant documents.
Exhibit 5.2
6. We note that the fifth paragraph limits the opinion to "the Securities
Act and the rules and
regulations of the SEC promulgated thereunder"; please revise to opine
on the laws of the
relevant jurisdiction(s). Also delete as inappropriate the assumption
in section (iii) of the
third paragraph that the Company has authorized, executed, delivered
and performed all
relevant documents.
Resale Prospectus, page Alt-i
7. Please revise the cover page of the resale prospectus to disclose, as
you do on the cover
page of the primary prospectus, the nature of your capital structure,
the disparate voting
rights of the two classes of ordinary shares, your status as a
controlled company, the
ownership/voting power of Mr. Fu Xiaowei, and the consequences of such
ownership/voting power.
8. We note your disclosure that shares sold by the selling stockholder
prior to your stock
being listed will be "at an assumed price between US$4.00 and
US$5.00." However, we
also note that no shares will be sold by the selling stockholder
"until the Class A Ordinary
Shares sold in [y]our initial public offering begin trading on the
Nasdaq." Please revise for
consistency and accuracy; state, if true, that the resale offering is
contingent on the listing
of your Class A Ordinary Shares on the Nasdaq and that the resale
offering will not begin
until such listing occurs.
9. Please revise the cover page of the resale prospectus to state that
you are offering
1,500,000 Class A Ordinary Shares in an underwritten initial public
offering. State, if true,
that the resale offering will not occur in the event you do not
consummate the initial
public offering.
Fu Xiaowei
YY Group Holding Ltd.
December 5, 2023
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Amy Geddes at 202-551-3304 or Angela Lumley at
202-551-3398 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
FirstName LastNameFu Xiaowei Sincerely,
Comapany NameYY Group Holding Ltd.
Division of
Corporation Finance
December 5, 2023 Page 3 Office of Trade &
Services
FirstName LastName