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February 1, 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. 2 to Registration Statement on Form F-1
Filed January 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 21, 2023 letter.
Amendment 2 to Form F-1 filed January 8, 2024
Business, page 61
1.You state that you pay your users, credit salaries, and employ a rewards program via the
e-wallet function in the YY Pay/YY App, and that users make transactions within YY Pay
through e-wallet. However, you also state that the YY Pay and e-wallet features have been
discontinued. Please thoroughly revise your disclosure regarding the manner in which
your offerings of products and services currently operate without these features, as well as
how the discontinuation of such features have impacted or may impact your results of
operations and business operations (quantitatively and qualitatively). Also explain any
difference between YY Pay and YY App.

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 February 1, 2024 Page 2
 FirstName LastName
Fu Xiaowei
YY Group Holding Ltd.
February 1, 2024
Page 2
Compensation of Executive Directors and Executive Officers, page 101
2.Please update this disclosure as of the most recently completed fiscal year.
Consolidated Financial Statements
General, page F-1
3.Please revise your filing to include December 31, 2023 audited financial statements as
required by I Item 8.A.4 of Form 20-F.  Alternately, please file a representation as an
exhibit to your filing that states that YY Group Holding Ltd. is not required to comply
with the 12-month requirement of audited financial statements in any other jurisdiction
outside the United States and that complying with the 12-month requirement is
impracticable or involves undue hardship.  Refer to Instruction 2 of Item 8.A.4 of Form
20-F.
Exhibit 5.1
4.We note your statement in Section 7.1 that the opinion is for the benefit of only the
Addressees. Limitations on reliance are not acceptable, and purchasers of securities in the
offering are entitled to rely on the opinion. Please revise to remove this limitation on
reliance. Refer to Section I.B.3.d of Staff Legal Bulletin No. 19.
Exhibit 5.2
5.The opinion states that counsel is relying on the legal opinion of Mourant Ozannes
regarding matters under "the law of the Cayman Islands." However, Mourant Ozannes'
opinion appears to be limited to the laws of the British Virgin Islands. Please revise or
advise.
            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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services