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United States securities and exchange commission logo
March 18, 2024
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
Response dated
March 12, 2024
File No. 333-275486
Dear Fu Xiaowei:
We have reviewed your
written response letter and have the following comment.
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.
Unless we note otherwise,
any references to prior comments are to comments in our March 7, 2024
letter.
Response Letter Submitted March 12, 2024
General
1. We note your response
to comment 3. Please expand your disclosure regarding the
relationship between
Zhang Fan and the Resale Shareholder, including the date on which
the Resale Shareholder
received the shares, the value of the shares, and the percentage of
Zhang Fan's total
beneficial interest in the company that the shares represented prior to
being transferred to
the Resale Shareholder.
We also note that Zhang
Fan sought the expertise of the Resale Shareholder "in a personal
capacity," and that the
services provided to her by the Resale Shareholder included
"advice on internal
control procedures, board-level guidance, goal alignment, succession
planning, leadership
development, stakeholder management. . . and coordination with
relevant personnel."
Please explain how advice on such matters constitutes advice to
Fu Xiaowei
YY Group Holding Ltd.
March 18, 2024
Page 2
Zhang Fan "in a personal capacity" as opposed to in connection with
her role as a director
of the board of the company and spouse of the Chairman/CEO of the
company.
Finally, please revise your registration statement to disclose VCQ's
role as your IPO
Consultant, including the material terms of your agreement with VCQ,
the services and
consideration provided in accordance with such agreement, whether VCQ
is a related
party, and the manner in which you became acquainted with and retained
VCQ.
For further guidance, please refer to Securities Act Rules Compliance
and Disclosure
Interpretation 612.09.
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
March 18, 2024 Page 2 Office of Trade &
Services
FirstName LastName