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United States securities and exchange commission logo
February 1, 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.
Amendment No. 2 to
Registration Statement on Form F-1
Filed January 8,
2023
File No. 333-275486
Dear Fu Xiaowei:
We have reviewed your amended 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.
Unless we note otherwise,
any references to prior comments are to comments in our December 21,
2023 letter.
Amendment 2 to Form F-1 filed January 8, 2024
Business, page 61
1. You state that you pay
your users, credit salaries, and employ a rewards program via the
e-wallet function in
the YY Pay/YY App, and that users make transactions within YY Pay
through e-wallet.
However, you also state that the YY Pay and e-wallet features have been
discontinued. Please
thoroughly revise your disclosure regarding the manner in which
your offerings of
products and services currently operate without these features, as well as
how the discontinuation
of such features have impacted or may impact your results of
operations and business
operations (quantitatively and qualitatively). Also explain any
difference between YY
Pay and YY App.
Fu Xiaowei
FirstName
YY Group LastNameFu
Holding Ltd. Xiaowei
Comapany1,NameYY
February 2024 Group Holding Ltd.
February
Page 2 1, 2024 Page 2
FirstName LastName
Compensation of Executive Directors and Executive Officers, page 101
2. Please update this disclosure as of the most recently completed fiscal
year.
Consolidated Financial Statements
General, page F-1
3. Please revise your filing to include December 31, 2023 audited
financial statements as
required by I Item 8.A.4 of Form 20-F. Alternately, please file a
representation as an
exhibit to your filing that states that YY Group Holding Ltd. is not
required to comply
with the 12-month requirement of audited financial statements in any
other jurisdiction
outside the United States and that complying with the 12-month
requirement is
impracticable or involves undue hardship. Refer to Instruction 2 of
Item 8.A.4 of Form
20-F.
Exhibit 5.1
4. We note your statement in Section 7.1 that the opinion is for the
benefit of only the
Addressees. Limitations on reliance are not acceptable, and purchasers
of securities in the
offering are entitled to rely on the opinion. Please revise to remove
this limitation on
reliance. Refer to Section I.B.3.d of Staff Legal Bulletin No. 19.
Exhibit 5.2
5. The opinion states that counsel is relying on the legal opinion of
Mourant Ozannes
regarding matters under "the law of the Cayman Islands." However,
Mourant Ozannes'
opinion appears to be limited to the laws of the British Virgin
Islands. Please revise or
advise.
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.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services