United States securities and exchange commission logo
September 14, 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.
Draft Registration
Statement on Form F-1
Submitted August
18, 2023
CIK No. 0001985337
Dear Fu Xiaowei:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Form F-1 filed August 18, 2023 as a Draft Registration Statement
Cover Page
1. In light of your
dual-class capital structure, please revise your disclosure as follows:
Please disclose
the percentage of outstanding shares the Class B ordinary
shareholders must
maintain to continue control the outcome of matters submitted to
shareholders for
approval.
Please also
disclose that your capital structure may have anti-takeover effects
preventing a change
in control transaction that Class A ordinary shareholders might
Fu Xiaowei
FirstName
YY Group LastNameFu
Holding Ltd. Xiaowei
Comapany 14,
September NameYY
2023 Group Holding Ltd.
September
Page 2 14, 2023 Page 2
FirstName LastName
consider in their best interest.
Further, please disclose your controlling shareholder(s)'
ability to control matters
requiring shareholder approval, including the election of
directors, amendment of
organizational documents, and approval of major corporate
transactions, such as a
change in control, merger, consolidation, or sale of assets.
Include this disclosure on
your prospectus cover page.
In addition, please disclose that future issuances of Class B
ordinary shares may be
dilutive to Class A ordinary shareholders. Make conforming
changes to your risk
factor disclosure.
About This Prospectus, page ii
2. In the last sentence of the paragraph, you state that you have not
independently verified
the data. Under the federal securities laws, the company is
responsible for all
information contained within its registration statement and should not
include language
that suggests otherwise. Please delete this statement.
Prospectus Summary, page 1
3. Please balance your disclosure of the increase in revenues for the
years ended December
31, 2021 and December 31, 2022 by including the increase in cost of
revenue for the same
time periods.
We depend on a small number of individuals who constitute our current
management., page 10
4. Please revise the risk factor to identify the senior managers and key
personnel upon whom
you depend.
Enforcement of Civil Liabilities, page 23
5. Please expand your disclosures to address an investor's ability to
effect service of process
within the United States on the foreign private issuer or any person.
Management Discussion and Analysis of Financial Condition and Results of
Operations, page 30
6. Please describe, and quantify to the extent possible, any known trends
and uncertainties
that have had or that you reasonably expect will have a material
favorable or unfavorable
impact on your revenue or results of operations, in light of the
impact of COVID-19 on
your business. For example, quantify the reduction or increase in your
sales or revenues
during these periods. Also, expand your disclosure regarding the
impact of the COVID-
19 pandemic on your business to include the government's Job Support
Scheme. Please
detail how much longer you will receive these funds from the
government.
7. On page 35 you state that "management is of the opinion that the
Company has sufficient
funds to meet its working capital requirements and debt obligations,
for at least the next
Fu Xiaowei
FirstName
YY Group LastNameFu
Holding Ltd. Xiaowei
Comapany 14,
September NameYY
2023 Group Holding Ltd.
September
Page 3 14, 2023 Page 3
FirstName LastName
12 months from the issuance date of the consolidated financial
statements." Please revise
to update this statement as of a recent date, as well as to clarify
whether such statement
depends on receipt of the proceeds of this offering.
Results of Operations
Comparison of Years Ended December 31, 2022 and 2021, page 32
8. Please expand your discussion to provide a quantified analysis of the
significant drivers
behind he material changes in your results of operations. For each
period discussed,
please quantify the changes and the impact of the changes on the
material drivers and
discuss the underlying causes for these changes. In addition, please
provide information
regarding the impact of foreign currency fluctuations on the results
of the company as
appropriate. Please refer to Item 5 of Form 20-F.
Internal Control over Financial Reporting, page 41
9. We note your disclosure considering your material weaknesses in
your internal control
over financial reporting, as defined in the standards established by
the PCAOB, and other
control deficiencies. Please provide a risk factor that addresses this
issue.
Expand business and operations through acquisitions, joint ventures and/or
strategic alliances,
page 71
10. We note your disclosure that you "plan to explore opportunities to
collaborate with
suitable partners in related industries through strategic alliances,
joint ventures,
acquisitions, and investments." Please expand your disclosure in this
section to more fully
discuss your acquisition strategy, including the factors that you will
consider in deciding
whether or not to acquire complementary businesses. Please also revise
to indicate any
acquisition that are currently under consideration and describe them
or, if none are
currently under consideration, please state this.
Related Party Transactions, page 95
11. We note V Capital Quantum Sdn Bhd was a founding shareholder. Please
revise your
disclosure to include the consulting fee that V Capital Quantum Sdn
Bhd will receive in
connection with the offering and briefly describe the services
provided. If any insiders are
members of V Capital Quantum Sdn Bhd, please disclose that as well. If
you do not
believe that V Capital Quantum Sdn Bhd is a related party, please
provide us with your
analysis. Please also update the related party balances on page 96 as
of a recent date.
General
12. Please provide us with supplemental copies of all written
communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
behalf, have presented or expect to present to potential investors in
reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of
Fu Xiaowei
YY Group Holding Ltd.
September 14, 2023
Page 4
those communications. Please contact the staff member associated with
the review of this
filing to discuss how to submit the materials, if any, to us for our
review.
You may 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
September 14, 2023 Page 4 Office of Trade &
Services
FirstName LastName