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YY Group Holding Ltd.

60 Paya Lebar Road

#05-43 Paya Lebar Square

Singapore 409051

December 8, 2023

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, DC 20549

Attn: Mr. Scott Anderegg

    Re:
    YY Group Holding Ltd.

    Registration Statement on Form F-1

    Submitted November 13, 2023

    File No. 333-275486

    CIK No. 0001985337

Dear Mr. Scott Anderegg,

This letter is in response to your letter on December
5, 2023, in which you provided comments to the Registration Statement on Form F-1 (the “Registration Statement”) of YY Group
Holding Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission on November 13, 2023. On the date hereof,
the Company has submitted an Amendment No. 1 to the Registration Statement (“F-1/A”). We set forth below in bold the comments
in your letter relating to the Registration Statement followed by our responses to the comments.

Form F-1 filed November 13, 2023 Capitalization, page 29

    1.
    We note the change of $4.065 million between the actual share capital amount of $2.764 million and the pro forma as adjusted share capital amount of $6.829 million as of June 30, 2023 appears to be inconsistent with the net proceeds of the offering of $4.79 million as disclosed on page 28. Please clarify or revise.

RESPONSE: We respectfully advise the Staff that
we have revised the first paragraph on page 28 to the following (amendments made are stated in bold):-

“We expect to receive approximately US$4.065
million of net proceeds from this offering after deducting underwriting discounts and commissions, underwriter’s non-accountable
expenses and estimated offering expenses of approximately US$2.685 million payable by us. If the underwriter exercises all
of its over-allotment option, the amount payable by us will be US$2.766 million, and we expect to receive net proceeds of approximately
US$4.997 million.”

For reference, the following is the breakdown :-

    USD
 (Without Over-allotment)
    USD
 (Including Over-allotment)

    Gross Proceeds from Offering
      6,750,000
      7,762,500

    Total Expenses

    (-) Underwriting discounts, commissions
      472,500
      543,375

    (-) Underwriter’s non-accountable expenses
      67,500
      77,625

    (-) Estimated Offering Expenses
      2,144,846
      2,144,846

      2,684,846
      2,765,846

    Net Proceeds
      4,065,154
      4,996,654

We have also added additional footnote on
page 29 of the F-1/A under the Capitalization section to explain that the pro forma as adjusted figures for the Shareholder’s Equity
reflects the net proceeds we expect to receive, after deducting the Underwriter discount of 7%, underwriter’s non-accountable expenses
of 1% and the estimated offering expenses. We expect to receive net proceeds of US$4,065,154 (US$6,750,000 offering, less underwriting
discount of US$472,500, underwriter’s non-accountable expenses of US$67,500 and estimated offering expenses of US$2,144,846).

Dilution, page 31

    2.
    Please reconcile the underwriting discounts, commissions and estimated offering expenses of $1.805 [million] presented here ($0.315 million plus $1.49 million) to that as presented on page 28 of $1.96 million.

RESPONSE: We respectfully advise the Staff that
the “$0.315 million” mentioned in the query above is incorrect as it is supposed to be referring to price per ordinary share
of $0.315 for underwriting discounts and commissions (refer to the table below).

    USD
    Per Class A share (USD)

    Underwriting discounts, commissions
      472,500
      0.315

Additionally, for clarity we have added a statement
to include the term “underwriter’s non-accountable expenses” on page 28 and 31 of the F-1/A.

For page 28 of the F-1/A, to reconcile we have
also revised the first paragraph on page 28 of the F-1/A to the following (amendments made are stated in bold):-

“We expect to receive approximately US$4.065
million of net proceeds from this offering after deducting underwriting discounts and commissions, underwriter’s non-accountable
expenses and estimated offering expenses of approximately US$2.685 million payable by us. If the underwriter exercises all
of its over-allotment option, the amount payable by us will be US$2.766 million, and we expect to receive net proceeds of approximately
US$4.997 million.”

    2

    3.
    Please provide to us your calculation of historical net tangible book value, historical net tangible book value per share, pro forma net tangible book value, and pro forma net tangible book value per share. Further, please revise your disclosure to include historical net tangible book value.

RESPONSE: We respectfully advise the Staff that
we have provided the required calculations in the tables displayed below and revised the dilution section on page 31 of the F-1/A accordingly
to provide more clarity.

Capitalization

    As of June 2023

    Actual
    As adjusted

    Shareholder’s Equity

    Share Capital
      2,764,150
      6,829,304

    Reserves
      (23,796 )
      (23,796 )

    Accumulated Deficit
      (447,859 )
      (447,859 )

    Total YYGH Shareholders’ Equity
      2,292,495
      6,357,649

    Non-controlling interest
      4,342
      4,342

    Total Shareholders’ Equity
      2,296,837
      6,361,991

    Indebtedness

    Guaranteed bank loans
      1,333,554
      1,333,554

    Recourse liability
      2,178,244
      2,178,244

    Director’s Loan
      0
      0

    Total Indebtedness
      3,511,798
      3,511,798

    Total Capitalization
      5,808,635
      9,873,789

    3

Dilution

    Offering
    Info.

    Offering

expenses

    Offering expenses

 (w/ OA)

    Offering Shares
      1,500,000
    Commission (7%)
      472,500
      0.315

    Over- allotment Shares
      225,000

    Offering Share Price
      4.50
    Unaccountable
      67,500
      0.045

    Gross Proceeds
      7,762,500

    Offering Gross Proceeds
      6,750,000
    Accountable
      -

    Other Expenses
      2,144,846
      1.430
      1.475
    Commission
      543,375

    Unaccountable
      77,625

    Outstanding
    Info.

    Accountable

    Outstanding on 6/30/23
      33,300,000
    Total expenses plus commissions
      2,684,846

    Other Expenses
      2,144,846

    Pro
    Forma Adjustments

    Net proceeds
      4,065,154

    Total expenses plus commissions
      2,765,846

    Issuances Since 7/1
      0

    Change in Assets
      0

    Net proceeds
      4,996,654

    Change in Liabilities
      0

    Net Tangible

 Assets at 6/30

    As Adjusted Net

 Tangible Assets

 at 6/30

    Pro Forma As

 Adjusted Net

 Tangible Assets

 at 6/30

    Pro Forma As

 Adjusted Net

 Tangible Assets

 at 6/30

 (Over-Allotment)

    total assets
      8,639,588
    total assets
      8,639,588
    total assets
      12,704,742
    total assets
      13,636,242

    Def. Offering costs
      0

      0

      0

      0

    Def. Off. Costs - Related Party
      0

      0

      0

      0

    intangible assets
      0
    intangible assets
      0
    intangible assets
      0
    intangible assets
      0

    total liabilities
      6,342,751
    total liabilities
      6,342,751
    total liabilities
      6,342,751
    total liabilities
      6,342,751

    Total net assets
      2,296,837
    Total net assets
      2,296,837
    Net tangible book value
      6,361,991
    Net tangible book value
      7,293,491

    Less: “Right-of-use assets” per balance sheet
      (174,042 )
    Less: “Right-of-use assets” per balance sheet
      (174,042 )
    Less: “Right-of-use assets” per balance sheet
      (174,042 )
    Less: “Right-of-use assets” per balance sheet
      (174,042 )

    Less: “Deferred IPO costs” per balance sheet
      (720,313 )
    Less: “Deferred IPO costs” per balance sheet
      (720,313 )
    Less: “Deferred IPO costs” per balance sheet
      0
    Less: “Deferred IPO costs” per balance sheet
      0

    Less: “Deferred tax assets” per balance sheet
      (80,195 )
    Less: “Deferred tax assets” per balance sheet
      (80,195 )
    Less: “Deferred tax assets” per balance sheet
      (80,195 )
    Less: “Deferred tax assets” per balance sheet
      (80,195 )

    Less: “Non-controlling interests” per balance sheet
      (4,342 )
    Less: “Non-controlling interests” per balance sheet
      (4,342 )
    Less: “Non-controlling interests” per balance sheet
      (4,342 )
    Less: “Non-controlling interests” per balance sheet
      (4,342 )

    Net tangible assets
      1,317,945
    Net tangible assets
      1,317,945
    Net tangible assets
      6,103,412
    Net tangible assets
      7,034,912

    outstanding shares
      33,300,000
    outstanding shares
      33,300,000
    outstanding shares
      34,800,000
    outstanding shares
      35,025,000

    Net tangible book value per share
      0.04
    Net tangible book value per share
      0.04
    Net tangible book value per share
      0.18
    Net tangible book value per share
      0.20

    dilution to new investors
      4.32
    dilution to new investors
      4.30

    increase to old investors
      0.14
    increase to old investors
      0.16

    % dilution
      96.10 %
    % dilution
      95.54 %

    4

Dilution

    Offering Info.

    Offering

 expenses

    Offering expenses

 (w/ OA)

    Offering Shares
      1,500,000
    Commission (7%)
      577,500
      0.385

    Over- allotment Shares
      225,000

    Offering Share Price
      5.50
    Unaccountable
      82,500
      0.055

    Gross Proceeds
      9,487,500

    Offering Gross Proceeds
      8,250,000
    Accountable
      -

    Other Expenses
      2,144,846
      1.430
      1.485
    Commission
      664,125

    Unaccountable
      94,875

    Outstanding Info.

    Accountable

    Outstanding on 6/30/23
      33,300,000
    Total expenses plus commissions
      2,804,846

    Other Expenses
      2,144,846

    Pro Forma Adjustments

    Net proceeds
      5,445,154

    Total expenses plus commissions
      2,903,846

    Issuances Since 7/1
      0

    Change in Assets
      0

    Net proceeds
      6,583,654

    Change in Liabilities
      0

    Net
    Tangible

    Assets at 6/30

    As
    Adjusted Net

    Tangible Assets

    at 6/30

    Pro
    Forma As

    Adjusted Net

    Tangible Assets

    at 6/30

    Pro
    Forma As

    Adjusted Net

    Tangible Assets

    at 6/30

    (Over-Allotment)

    total assets
      8,639,588
    total assets
      8,639,588
    total assets
      14,084,742
    total assets
      15,223,242

    Def. Offering costs
      0

      0

      0

      0

    Def. Off. Costs - Related Party
      0

      0

      0

      0

    intangible assets
      0
    intangible assets
      0
    intangible assets
      0
    intangible assets
      0

    total liabilities
      6,342,751
    total liabilities
      6,342,751
    total liabilities
      6,342,751
    total liabilities
      6,342,751

    Total net assets
      2,296,837
    Total net assets
      2,296,837
    Net tangible book value
      7,741,991
    Net tangible book value
      8,880,491

    Less: “Right-of-use assets” per balance
    sheet
      (174,042 )
    Less: “Right-of-use assets” per balance
    sheet
      (174,042 )
    Less: “Right-of-use assets” per balance
    sheet
      (174,042 )
    Less: “Right-of-use assets” per balance
    sheet
      (174,042 )

    Less: “Deferred IPO costs” per balance sheet
      (720,313 )
    Less: “Deferred IPO costs” per balance sheet
      (720,313 )
    Less: “Deferred IPO costs” per balance sheet
      0
    Less: “Deferred IPO costs” per balance sheet
      0

    Less: “Deferred tax assets” per balance
    sheet
      (80,195 )
    Less: “Deferred tax assets” per balance
    sheet
      (80,195 )
    Less: “Deferred tax assets” per balance
    sheet
      (80,195 )
    Less: “Deferred tax assets” per balance
    sheet
      (80,195 )

    Less: “Non-controlling interests” per balance
    sheet
      (4,342 )
    Less: “Non-controlling interests” per balance
    sheet
      (4,342 )
    Less: “Non-controlling interests” per balance
    sheet
      (4,342 )
    Less: “Non-controlling interests” per balance
    sheet
      (4,342 )

    Net tangible assets
      1,317,945
    Net tangible assets
      1,317,945
    Net tangible assets
      7,483,412
    Net tangible assets
      8,621,912

    outstanding shares
      33,300,000
    outstanding shares
      33,300,000
    outstanding shares
      34,800,000
    outstanding shares
      35,025,000

    Net tangible book value per share
      0.04
    Net tangible book value per share
      0.04
    Net tangible book value per share
      0.22
    Net tangible book value per share
      0.25

    dilution to new investors
      5.28
    dilution to new investors
      5.25

    increase to old investors
      0.18
    increase to old investors
      0.21

    % dilution
      96.09 %
    % dilution
      95.52 %

      Change
                                            by US$1
    Below calculation assumes as per US$4.50

    Below calculation assumes as per US$4.50

      Change
                                            by US$1

      0.04
    Net tangible book value per share
      0.18
    Net tangible book value per share
      0.20
      0.05

      0.96
    dilution to new investors
      4.32
    dilution to new investors
      4.30
      0.95

    increase to old investors
      0.14
    increase to old investors
      0.16

    % dilution
      96.10 %
    % dilution
      95.54 %

    5

    Categories
    Supplier
    Description
    USD

    SEC Registration Fee
    SECURITIES AND EXCHANGE COMMISSION
    Fees for public filing
      2,553

    Nasdaq Listing Fee
    The NASDAQ Stock Market LLC
    NASDAQ STOCK MARKET Listing Fee
      75,000

    FINRA Filing Fee
    FINRA
    Fees for public filing
      3,145

    Legal Fees and Expenses
    ADAMAS LAW LLC
    Fees for witnessing the signing of the captioned document, Notarial Certificate, Apostille, attending at the Singapore Academy of Law
      211

    ADAMAS LAW LLC
    Fees for to certify, as true copies, the captioned documents, Notarial Certificate, Apostille, attending at the Singapore Academy of Law
      196

    Ortoli Rosenstadt LLP
    Legal fee (including travelling claims and legal confirmation fees)
      410,982

    Accounting Fee and Expenses
    Marcum Asia CPAs LLP
    Audit fee (consent and comfort letter)
      59,740

    SOC CAPITAL HOLDINGS PTE. LTD
    1. Reviewing and advising the financial team on consol financial statements 0.5 15,000.00

                                                      2. Prepare draft of financial statement and footnote (“F-pages”) in accordance with IFRS for two  years’ results

                                                      3. Prepare MD&A for 2 years’ result

                                                      4. Assist in preparation of responses to SEC comments related to 1st DRS F-pages & MD&A

      30,000

    Printing and Engraving Expenses
    Edgar Agents, LLC
    IPO Deposit
      17,000

    Miscellaneous
    VISTRA LICENCE HOLDINGS (BVI) LIMITED
    Group setup fee
      1,938

    Handling fee for One-off Corporate Administrative Assistance Certificate of Incumbency (HK)
      530

    Handling fee for One-Off Corporate Administrative Assistance
      450

    Handling fee for One-Off Corporate Administrative Assistance Private filing of subsequent changes in directors at the BVI Registr Certificate of Incumbency (HK)
      640

    Handling fee for One-off Corporate Administrative Assistance Certificate of Incumbency (HK)
      630

    Handling fee for One-off Corporate Administrative Assistance Certificate of Incumbency (HK)
      430

    Adoption of new M&A & courier f