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CORRESP
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CORRESP

 Davis Polk & Wardwell

 Hong Kong
Solicitors

 The Hong Kong Club Building

 3A
Chater Road

 Hong Kong

 davispolk.com

 Resident Hong Kong Partners

 James C. Lin *

 Gerhard Radtke *

Martin Rogers **

 Miranda So *

 James Wadham **

Xuelin Wang *

 Hong Kong Solicitors

* Also Admitted in New York

 ** Also Admitted in England and
Wales

 August 1, 2024

Re:
 YXT.COM Group Holding Limited (CIK: 0001872090)

 
 Registration Statement on Form F-1 Filed July 12, 2024

 
 File No. 333-280772

Confidential

 Brittany Ebbertt

Chris Dietz

 Lauren Pierce

Jan Woo

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of YXT.COM
Group Holding Limited (the “Company”), a company incorporated under the laws of the Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 29, 2024 on the Company’s registration statement on Form
F-1 publicly filed on July 12, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly filing its revised registration statement on
Form F-1 (the “Revised Registration Statement”) containing a preliminary prospectus with an estimated price range and certain exhibits via EDGAR to the Commission for review in accordance with
the procedures of the Commission. The Company confirms that its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an
explanation if the Company has not so revised the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold, followed by the Company’s response to such comments. We have
included page numbers to refer to the location in the Revised Registration Statement where the language addressing a particular comment appears.

 August 1, 2024

 Subject to the Staff’s review and market conditions, the Company currently expects to
price the offering as early as after market closes on August 8, 2024. The Company would greatly appreciate the Staff’s assistance in meeting its desired timetable for the offering.

*   *   *   *

Form F-1 filed July 12, 2024

Capitalization, page 91

 1. Please revise to
disclose total capitalization for each of the columns presented, which should include total indebtedness plus equity, and revise to remove the total liabilities, mezzanine equity and shareholders’ (deficit) /equity line item. Refer to Item 3B
of Form 20-F.

 In response to the Staff’s comments, the Company has revised disclosure on page 92 of the
Registration Statement.

 2. Please revise to include the derivative liability for the preferred stock conversion feature in the capitalization table.

 In response to the Staff’s comments, the Company has revised disclosure on page 92 of the Registration Statement.

Dilution, page 94

 3. Please revise to also
disclose the pro forma net tangible book value and the per share value reflecting the automatic conversion of preferred stock and provide us with the related calculations for those amounts.

In response to the Staff’s comments, the Company has revised disclosure on page 94 of the Registration Statement.

The Company respectfully provided the calculations of pro forma net tangible book value and the per share value reflecting the automatic conversion of
preferred stock as below.

As of March 31, 2024

USD (in thousands,
except for shares and
per share data)

 Numerator

 Net tangible book deficit

(5,278
)

 Pro forma adjustment for conversion of convertible redeemable preferred shares—derivative
liabilities

13,777

 Pro forma net tangible book value after giving effect to the automatic conversion of all of our
outstanding preferred shares

8,499

 Denominator

 Number of existing ordinary shares

48,253,425

 Pro forma adjustment for ordinary shares converted from convertible redeemable preferred
shares

109,481,969

 Number of total ordinary shares after conversion of all of our outstanding preferred
shares

157,735,394

 Pro forma net tangible book value after giving effect to the automatic conversion of all of our
outstanding preferred shares per ordinary share

0.05

 Pro forma net tangible book value after giving effect to the automatic conversion of all of our
outstanding preferred shares per ADS

0.15

 2

 August 1, 2024

 General

4. Given the recent deconsolidation of certain subsidiaries of the Company, please supplementally provide a legal analysis of whether the Company and/or any
of its subsidiaries meets the definition of “investment company” under Section 3(a)(1)(C) of the 1940 Act. Please include in your analysis all relevant calculations under Section 3(a)(1)(C), identifying each constituent part of
the numerator(s) and denominator(s). Please also describe and discuss: (i) your proposed treatment of the Company’s cash and cash equivalents for purposes of Section 3(a)(1)(C); and (ii) any other substantive determinations
and/or characterizations of assets that are material to your calculations.

 A. The Company

The Company respectfully submits that it is primarily engaged in the business of researching, designing, developing and providing a SaaS platform in the
digital corporate learning industry (the “Company Business”), and is not an investment company under Section 3(a)(1)(C) of the 1940 Act. Under Section 3(a)(1)(C) of the 1940 Act, an entity generally will be deemed to be an
“investment company” if: (a) it is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading securities and (b) it owns or proposes to acquire investment securities (other than U.S.
government securities, securities issued by employees’ securities companies and securities issued by qualifying majority owned subsidiaries of such entity) (“Investment Securities”) having a value exceeding 40% of the value of
its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (“40% Test”). For purposes of the 40% Test, the Company treats as “cash items” its “cash and cash equivalents”
that are held as cash in bank demand deposits. On an unconsolidated basis, as of March 31, 2024, at least 60% of the value of the Company’s total assets (exclusive of U.S. government securities and cash items) consists of its interest in
and loans to YXT.COM Holding Limited, its wholly-owned subsidiary.1 YXT.COM Holding Limited is a qualifying majority-owned subsidiary for purposes of the 40% Test because YXT.COM Holding Limited
is primarily engaged in the Company Business and, as discussed below, is not an investment company under Section 3(a)(1)(C) of the 1940 Act.

 Thus,
the Company does not fall within the 40% Test, and therefore is not an investment company under Section 3(a)(1)(C).

1
 All amounts presented in this response are in thousands, except for percentages, unless otherwise noted. For
purposes of this response, we have treated the Company’s 39% equity interest in CEIBS Publishing Group Limited (“CEIBS”) as an investment security under the 40% Test. As of March 31, 2024, such interest was approximately
RMB4,276 or approximately 1% of the Company’s total unconsolidated assets (exclusive of U.S. government securities and cash items) which amounted to approximately RMB291,799. As such, and since CEIBS is no longer a consolidated subsidiary of
the Company, we have not included a Section 3(a)(1)(C) analysis of CEIBS in this response.

 3

 August 1, 2024

 B. Subsidiaries and Yunxuetang Network

The Company respectfully submits the analysis below under Section 3(a)(1)(C) with respect to the Company’s subsidiaries and Yunxuetang Network (as
defined below), a variable interest entity.

1)
 YXT.COM Holding Limited — YXT.COM Holding Limited is not an investment company under
Section 3(a)(1)(C) of the 1940 Act. On an unconsolidated basis, as of March 31, 2024, at least 60% of the value of YXT.COM Holding Limited’s total assets (exclusive of U.S. government securities and cash items) consists of its
interest in and loans to YXT.COM (HK) Limited, its wholly-owned subsidiary. YXT.COM (HK) Limited is a qualifying majority-owned subsidiary for purposes of the 40% Test because YXT.COM (HK) Limited is primarily engaged in the Company Business and, as
discussed below, is not an investment company under Section 3(a)(1)(C) of the 1940 Act. Thus, YXT.COM Holding Limited does not fall within the 40% Test, and therefore is not an investment company under Section 3(a)(1)(C).

2)
 YXT.COM (HK) Limited – On an unconsolidated basis, as of March 31, 2024, YXT.COM (HK) Limited
held short-term investments of approximately RMB 56,245 and long-term deposits of approximately RMB119,020 which consisted entirely of bank time deposits maturing in March 2025 and June 2025, respectively. As of March 31, 2024, such bank time
deposits represented approximately 66% of the total unconsolidated assets (exclusive of U.S. government securities and cash items) of YXT.COM (HK) Limited, and are used for working capital purposes to support YXT.COM (HK) Limited’s operating
business. Nonetheless, to eliminate any doubt as to the status of YXT.COM (HK) Limited under the 40% Test, the Company is in the process of moving such amounts to bank demand deposits so that by the time the Company’s initial public offering is
concluded, at least 60% of the value of YXT.COM (HK) Limited’s total assets (exclusive of U.S. government securities and cash items) consists of its interest in Yunxuetang Information Technology (Jiangsu) Co., Ltd. (“Yunxuetang
Information”), its wholly-owned subsidiary. Yunxuetang Information is a qualifying majority-owned subsidiary for purposes of the 40% Test because it is primarily engaged in the Company Business and, as discussed below, is not an investment
company under Section 3(a)(1)(C) of the 1940 Act.

3)
 Yunxuetang Information — Yunxuetang Information satisfies the elements of Rule 3a-1 under the 1940 Act (as discussed below) and therefore is deemed not to be an investment company. Rule 3a-1 under the 1940 Act generally provides that an entity will be
deemed not to be an investment company notwithstanding Section 3(a)(1)(C) of the 1940 Act if: (a) consolidating the entity’s wholly-owned subsidiaries, no more than 45% of the value of its assets (exclusive of cash items and U.S.
government securities) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees’ securities
companies, securities issued by qualifying majority-owned subsidiaries of such entity and securities issued by qualifying companies that are controlled primarily by such entity, (b) it is not and does not hold itself out as being engaged
primarily, and does not propose to engage primarily, in the business of investing, reinvesting or trading securities, (c) it is not engaged and does not propose to engage in the business of issuing face-amount certificates of the installment
type, and has not engaged in such business or have any such certificate outstanding; and (d) it is not a special situation investment company.

(a) Assets and Income Test. As of March 31, 2024, Yunxuetang Information’s assets (exclusive of cash items and U.S. government
securities), consolidated with its wholly-owned subsidiaries, consisted of the assets listed below with the following approximate values:

•

 Treated as cash items: 2

Bank demand deposits

RMB16,060

2
 The Commission has stated that for purposes of determining compliance with Rule
3a-1, certain instruments including bank demand deposits would generally be considered cash items. Certain Prima Facie Investment Companies, SEC Release No. 10937 (Nov. 13, 1979) (“Release
10937”), at n.29.

 4

 August 1, 2024

 Section 2(a)(36) of the 1940 Act defines “security” as:

. . . any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in
any profit sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call,
straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

•

 Treated as operating assets:3

 Trade receivables, including amounts due from the Group companies

RMB28,742

 Prepaid expenses and other current assets

RMB2,055

 Property, equipment and software, net

RMB13,686

 Goodwill

RMB163,837

 Operating lease
right-of-use assets, net

RMB1,831

 Other non-current assets that are not securities

RMB1,730

•
 Treated as potential Relevant Securities (as defined below):

N/A

N/A

 Total Assets (exclusive of cash items)

RMB211,881

 On a consolidated basis with its wholly owned subsidiaries, as of March 31, 2024, Yunxuetang Information
did not hold any securities (“Relevant Securities”) that are not excluded under Rule 3a-1(a) for purposes of the Rule 3a-1 assets and income tests.
Therefore, less than 45% of Yunxuetang Information’s total assets (exclusive of cash items and U.S. government securities) was attributable to Relevant Securities.

In terms of net income, for the past four fiscal quarters combined, Yunxuetang Information did not hold any Relevant Securities, and therefore
did not have any income attributable to Relevant Securities.

 As discussed in our response dated October 27, 2022 to the Staff’s
prior comment 11 (the “Prior Response”), Yunxuetang Information holds certain contractual arrangements through which it exerts primary control over, and is the primary beneficiary of, Jiangsu Yunxuetang Network Technology Co., Ltd.
(“Yunxuetang Network”). Yunxuetang Information does not treat its contractual arrangements with respect to Yunxuetang Network as securities for purposes of Rule 3a-1 based on the test
described in SEC v. W.J. Howey Co., 328 U.S. 293 (1946), as discussed in greater detail in our Prior Response. Alternatively, even if Yunxuetang Information’s contractual arrangements with respect to Yunxuetang Network were considered
securities under the Howey test, such contractual arrangements would be excluded from the calculation of assets and income derived from securities under Rule 3a-1(a)(4) because, as discussed below,
Yunxuetang Network (a) is primarily controlled by Yunxuetang Information and (b) is not an investment company.4

With respect to primary control, under the definition of “control” in Section 2(a)(9) of the 1940 Act, a person who beneficially
owns more than 25% of the voting securities of a company is presumed to control such company. Although Yunxuetang Information does not technically own of record any voting securities of Yunxuetang Network, 100% of the voting securities of Yunxuetang
Network is pledged to Yunxuetang Information and it has the power to vote, under an irrevocable power of attorney granted to Yunxueta