United States securities and exchange commission logo
December 21, 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.
Amendment No. 1 to
Registration Statement on Form F-1
Filed December 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 5, 2023
letter.
Amendment No. 1 to Form F-1 filed December 8, 2023
Exhibit 5.2, page i
1. We note counsel's
revisions to their opinion in response to our prior comment 6. We
presume that Ortoli
Rosenstadt LLP is relying on the legal opinion of Mourant Ozannes
(at exhibit 5.1) that
the registrant is validly existing, has the power to create the obligation
and has taken the
required steps to authorize entering into the obligation under the law of
the jurisdiction of
organization. If so, counsel's opinion must be revised to state as much
and the opinion of
Mourant Ozannes must state that Ortoli Rosenstadt LLP may rely on
it. Refer to Section
II.B.1.f. of Staff Legal Bulletin No. 19. located at our web-site, for
guidance.
Fu Xiaowei
FirstName
YY Group LastNameFu
Holding Ltd. Xiaowei
Comapany21,
December NameYY
2023 Group Holding Ltd.
December
Page 2 21, 2023 Page 2
FirstName LastName
Resale Prospectus, page i
2. We note your response and revisions in response to our prior comment
7. Please augment
your disclosure to detail the actual number of votes per share to
which each class of
common stock is entitled.
3. We note your revisions in response to prior comment 9. You state that
shares sold by VCC
will take place at an assumed price within the range you provide, and
yet you go on to
state that no sales of shares will occur until the Class A Ordinary
Shares begin trading on
the NASDAQ. Revise to provide a fixed price at which shares may be
sold until your
Class A Ordinary Shares are listed or quoted on an established public
trading market.
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 Mara Ransom at 202-551-3264 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services