SEC Comment Letter 0000000000-23-008144 to Yalla Group Ltd (YALA)
Yalla Group Ltd
Date: July 28, 2023 · CIK: 0001794350 · Accession: 0000000000-23-008144
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39552
Letter
United States securities and exchange commission logo July 28, 2023 Tao Yang Chief Executive Officer Yalla Group Ltd #238, Building 16, Dubai Internet City, PO BOX 501913 Dubai, United Arab Emirates Re:Yalla Group Ltd Form 20-F for the Fiscal Year Ended December 31, 2022 File No. 001-39552 Dear Tao Yang: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 108 1.We note the certification filed as Exhibit 15.2 in connection with your required submission under paragraph (a). Please supplementally describe any materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.
FirstName LastNameTao Yang Comapany NameYalla Group Ltd July 28, 2023 Page 2 FirstName LastName Tao Yang Yalla Group Ltd July 28, 2023 Page 2 3.We note your statement under Item 16I that your consolidated foreign operating entities are incorporated or otherwise organized in the UAE and the PRC. We also note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong and countries outside China. Please provide the disclosures required under Item 16I(b) for yourself and your consolidated foreign operating entities in your supplemental response, or tell us how your current disclosure meets this requirement. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kyle Wiley at (202) 344-5791 or Jennifer Gowetski at (202) 551-3401 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Yi Gao
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United States securities and exchange commission logo
July 28, 2023
Tao Yang
Chief Executive Officer
Yalla Group Ltd
#238, Building 16, Dubai Internet City, PO BOX 501913
Dubai, United Arab Emirates
Re:Yalla Group Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39552
Dear Tao Yang:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 108
1.We note the certification filed as Exhibit 15.2 in connection with your required
submission under paragraph (a). Please supplementally describe any materials that were
reviewed and tell us whether you relied upon any legal opinions or third party
certifications such as affidavits as the basis for your submission. In your response, please
provide a similarly detailed discussion of the materials reviewed and legal opinions or
third party certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
FirstName LastNameTao Yang
Comapany NameYalla Group Ltd
July 28, 2023 Page 2
FirstName LastName
Tao Yang
Yalla Group Ltd
July 28, 2023
Page 2
3.We note your statement under Item 16I that your consolidated foreign operating entities
are incorporated or otherwise organized in the UAE and the PRC. We also note that your
list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong
Kong and countries outside China. Please provide the disclosures required under Item
16I(b) for yourself and your consolidated foreign operating entities in your supplemental
response, or tell us how your current disclosure meets this requirement.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kyle Wiley at (202) 344-5791 or Jennifer Gowetski at (202) 551-3401
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Yi Gao