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March 18, 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.
Registration Statement on Form F-1
Response dated March 12, 2024
File No. 333-275486
Dear Fu Xiaowei:
            We have reviewed your written response letter and have the following comment.
            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 March 7, 2024 letter.
Response Letter Submitted March 12, 2024
General
1.We note your response to comment 3. Please expand your disclosure regarding the
relationship between Zhang Fan and the Resale Shareholder, including the date on which
the Resale Shareholder received the shares, the value of the shares, and the percentage of
Zhang Fan's total beneficial interest in the company that the shares represented prior to
being transferred to the Resale Shareholder.

We also note that Zhang Fan sought the expertise of the Resale Shareholder "in a personal
capacity," and that the services provided to her by the Resale Shareholder included
"advice on internal control procedures, board-level guidance, goal alignment, succession
planning, leadership development, stakeholder management. . . and coordination with
relevant personnel." Please explain how advice on such matters constitutes advice to

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 March 18, 2024 Page 2
 FirstName LastName
Fu Xiaowei
YY Group Holding Ltd.
March 18, 2024
Page 2
Zhang Fan "in a personal capacity" as opposed to in connection with her role as a director
of the board of the company and spouse of the Chairman/CEO of the company.

Finally, please revise your registration statement to disclose VCQ's role as your IPO
Consultant, including the material terms of your agreement with VCQ, the services and
consideration provided in accordance with such agreement, whether VCQ is a related
party, and the manner in which you became acquainted with and retained VCQ.

For further guidance, please refer to Securities Act Rules Compliance and Disclosure
Interpretation 612.09.
            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