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United States securities and exchange commission logo
March 7, 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. 3 to
Registration Statement on Form F-1
Filed February 13,
2024
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 3 to Form F-1 filed February 13, 2024
Exhibit 5.1, page i
1. Please revise so that
Section 8 does not apply to investors in this offering. In this regard,
we note that it is
inappropriate to include provisions that may operate as a disclaimer or
waiver of rights. Refer
to Section 14 of the Securities Act of 1933, as amended.
Explanatory Note
2. We note your statement
that the Resale Shareholder may sell its shares after the pricing of
the public offering.
Please revise to state, as you do elsewhere in the prospectuses, that the
Resale Shareholder will
sell its shares only once such shares are listed on the Nasdaq.
Also revise your
disclosure on pages 9 and 105 that the resale with be "concurrent" with
the initial public
offering, as it appears that the Resale Shareholder will sell its shares only
Fu Xiaowei
YY Group Holding Ltd.
March 7, 2024
Page 2
once the primary offering is close and the shares are listed on the
Nasdaq.
Resale Shareholder, page Alt-2
3. Please revise to disclose the nature of any position, office, or other
material relationship
which the Resale Shareholder has had within the past three years with
the registrant or any
of its predecessors or affiliates. In addition, revise to disclose the
natural persons who
control the Resale Shareholder who have had a material relationship
with the registrant or
any of its predecessors or affiliates within three years prior to the
fling of the registration
statement. Refer to Item 507 of Regulation S-K. Also revise to
disclose when and under
what circumstances the Resale Shareholder received its shares of the
registrant that are
intended to be part of the resale transaction, as well as whether the
Resale Shareholder is a
broker-dealer, affiliate of a broker-dealer, or otherwise in the
business of underwriting
securities.
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 7, 2024 Page 2 Office of Trade
& Services
FirstName LastName