SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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 March 17, 2025

Yang Hu
Chief Financial Officer
Yalla Group Limited
#234, Building 16
Dubai Internet City
PO BOX 501913
Dubai, United Arab Emirates

 Re: Yalla Group Limited
 Form 20-F for the Period Ended December 31, 2023
 Response filed February 27, 2025
 File No. 001-39552
Dear Yang Hu:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

  CORRESP

     Simpson Thacher & Bartlett

     icbc tower, 35th floor

3 garden road, central

hong kong

___________

     telephone: +852-2514-7600

facsimile: +852-2869-7694

     Direct Dial Number

+852-2514-7620

     E-mail Address

ygao@stblaw.com

  FEBRUARY 27, 2025

CONFIDENTIAL AND VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:   Ms. Anastasia Kaluzienski

		    Mr. Robert Littlepage

             Re:  Yalla Group Limited
                   Form 20-F for the Period Ended December 31, 2023
                   Response filed January 10, 2025

                     File No. 001-39552

  Ladies and Gentlemen:

  On behalf of our client, Yalla Group Limited, a company organized under the laws of the Cayman Islands (the “Company”), we respond to the comment contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated February 14, 2025 (the “February 14 Comment Letter”), relating to the Company’s response letter, dated January 10, 2025, to the Commission’s comment letter, dated December 13, 2024, regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on April 23, 2024 (the “2023 20-F”).

  Set forth below are the Company’s responses to the Staff’s comment in the February 14 Comment Letter. The Staff’s comment is retyped below in bold italic font for your ease of reference. In amending the proposed disclosure, the Company has made certain additional clarifications and amendments. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its future annual reports on Form 20-F in response to the Staff’s comment, the changes to be made will be subject to relevant factual updates and changes in relevant laws or regulations, or in interpretations thereof.

      michael j.c.M. ceulen

      marjory j. ding

      daniel fertig

      adam C. furber

      YI GAO

      MAKIKO HARUNARI

      Ian C. Ho

      JONATHAN HWANG

      aNTHONY D. KING

      jin hYUK park

      erik p. wang

      christopher k.s. wong

      resident partners

simpson thacher & bartlett, hong kong is an affiliate of simpson thacher & bartlett llp with offices in:

      New York

      Beijing

      boston

      BRUSSELS

      Houston

      LONDON

      Los Angeles

      Palo Alto

      SÃO PAULO

      TOKYO

      Washington, D.C.

     Simpson Thacher & Bartlett

     -2-

  Form 20-F for the Period Ended December 31, 2023

  Consolidated Financial Statements

  Note 11. Income Tax, page F-26

  1.We note your proposed disclosures in response to prior comment 9. Please expand your disclosures to discuss the Company specific facts and circumstances considered by management in its determination that the Company does not meet all of the conditions to be regarded as a mainland China tax resident.

  The Company acknowledges the Staff’s comment and will add the proposed disclosure and make corresponding revisions to certain disclosures in its future filings. The proposed revised disclosure is set forth in Annex A, in which further revisions made in response to this comment are bolded and underlined, in its 2023 20-F.

  If you have any question regarding the Company’s responses to the Staff’s comment, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email).

  Very truly yours,

  /s/ Yi Gao

  Yi Gao

  Enclosure: Annex A

    cc:

     Yalla Group Limited

         Ms. Yang Hu, Chief Financial Officer

  Annex A

  ITEM 4. INFORMATION ON THE COMPANY

  B.	Business Overview

  Regulation

  China

  Regulations Related to Tax

  Enterprise income tax

  On March 16, 2007, the NPC issued the EIT Law, which was last amended by the SCNPC on December 29, 2018. The Regulation on the Implementation of the Enterprise Income Tax Law, or the EIT Regulation, was issued by the State Council on December 6, 2007 and became effective on January 1, 2008, and was partly amended on April 23, 2019 and became effective on the same date. Pursuant to the EIT Law and the EIT Regulation, both domestic and foreign-invested enterprises established under the laws of foreign countries or regions whose “de facto management bodies” are located in the PRC are considered resident enterprises. The defined term “de facto management bodies” are “establishments that carry out substantial and overall management and control over production and operations, personnel, accounting, and properties” of the enterprise.

  If an enterprise is considered a PRC resident enterprise under the above definition, its global income will be subject to enterprise income tax at the rate of 25%. The Notice on Issues about the Determination of Chinese-Controlled Enterprises Registered Abroad as Resident Enterprises on the Basis of Their Body of Actual Management issued by the State Administration of Taxation, or the SAT, on April 22, 2009 and effective on January 1, 2008 and partly amended on December 29, 2017 and effective on the same date, sets up a more specific definition of the “de facto management bodies” standard. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in the PRC only if all of the following conditions are met: (i) the senior management and core management departments in charge of daily production and operations are located mainly in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior management habitually reside in the PRC.

  Consolidated Financial Statements

  11. INCOME TAX

  Mainland China

      Annex A -

      1

  The Company’s mainland China subsidiaries are subject to the PRC Enterprise Income Tax Law (“EIT Law”) and are taxed at the statutory income tax rate of 25%, unless otherwise specified.

  Under the EIT Law and its implementation rules, an enterprise established outside China with a “de facto management body” within mainland China is considered a PRC resident enterprise for Chinese enterprise income tax purposes. A PRC resident enterprise is generally subject to certain Chinese tax reporting obligations and a uniform 25% enterprise income tax rate on its global income. The implementation rules to the EIT Law provide that non-resident legal entities are considered PRC residents if substantial and overall management and control over the production and business operations, personnel, accounting, properties, etc., occurs within the mainland China. The Company is a company incorporated outside the mainland China and is not an offshore entity controlled by mainland China enterprises. As a holding company, its key assets are its ownership interests of its subsidiaries, and its key assets and operation are located outside the mainland China. The Company does not believe that it is more likely than not that the Company and its subsidiaries registered outside the mainland China should be treated as residents for EIT Law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the mainland China are deemed resident enterprises, the Company and its subsidiaries registered outside the mainland China will be subject to the PRC income tax at a rate of 25%. As of December 31, 2024, the Group had not received any inquiry or notice from the tax authorities of mainland China in respect of the tax resident status of its offshore entities.

      Annex A -

      2

February 14, 2025
Yang Hu
Chief Financial Officer
Yalla Group Limited
#234, Building 16
Dubai Internet City
PO BOX 501913
Dubai, United Arab Emirates
Re:Yalla Group Limited
Form 20-F for the Period Ended December 31, 2023
Response filed January 10, 2025
File No. 001-39552
Dear Yang Hu:
            We have reviewed your January 10, 2025 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 13, 2024 letter.
Form 20-F for the Period Ended December 31, 2023
Consolidated Financial Statements
Note 11. Income Tax, page F-26
1.We note your proposed disclosures in response to prior comment 9. Please expand
your disclosures to discuss the Company specific facts and circumstances considered
by management in its determination that the Company does not meet all of the
conditions to be regarded as a mainland China tax resident.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters.

February 14, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

  CORRESP

     Simpson Thacher & Bartlett

     icbc tower, 35th floor

3 garden road, central

hong kong

___________

     telephone: +852-2514-7600

facsimile: +852-2869-7694

     Direct Dial Number

+852-2514-7620

     E-mail Address

ygao@stblaw.com

  JANUARY 10, 2025

CONFIDENTIAL AND VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:   Ms. Anastasia Kaluzienski

		    Mr. Robert Littlepage

             Re:  Yalla Group Limited
                   Form 20-F for the Period Ended December 31, 2023
                   File No. 001-39552

  Ladies and Gentlemen:

  On behalf of our client, Yalla Group Limited, a company organized under the laws of the Cayman Islands (the “Company”), we respond to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December 13, 2024 (the “December 13 Comment Letter”) relating to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on April 23, 2024 (the “Annual Report”).

  Set forth below are the Company’s responses to the Staff’s comments in the December 13 Comment Letter. The Staff’s comments are retyped below in bold italic font for your ease of reference. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its future annual reports on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in relevant laws or regulations, or in interpretations thereof.

  Form 20-F for the Period Ended December 31, 2023

  Conventions that Apply to this Annual Report on Form 20-F, page 1

      michael j.c.M. ceulen

      marjory j. ding

      daniel fertig

      adam C. furber

      YI GAO

      MAKIKO HARUNARI

      Ian C. Ho

      JONATHAN HWANG

      aNTHONY D. KING

      jin hYUK park

      erik p. wang

      christopher k.s. wong

      resident partners

simpson thacher & bartlett, hong kong is an affiliate of simpson thacher & bartlett llp with offices in:

      New York

      Beijing

      boston

      BRUSSELS

      Houston

      LONDON

      Los Angeles

      Palo Alto

      SÃO PAULO

      TOKYO

      Washington, D.C.

     Simpson Thacher & Bartlett

     -2-

  1.We note from your disclosure on page 1 that you exclude Hong Kong and Macau from your definition of “PRC” or “China” for the purpose of your annual report. In future filings, please revise to remove the exclusion of Hong Kong and Macau from such definition. Clarify that all the legal and operational risks associated with having operations in the People’s Republic of China (PRC) also apply to operations in Hong Kong and Macau. In this regard, ensure that your disclosure does not narrow risks related to operating in the PRC to mainland China only. Where appropriate, you may describe PRC law and then explain how law in Hong Kong and Macau differs from PRC law and describe any risks and consequences to the company associated with those laws.

  The Company acknowledges the Staff’s comment and undertakes that, in future filings, the Company will revise its definition of “PRC” or “China” to remove the exclusion of Hong Kong and Macau, consistent with the proposed updated disclosures set forth on page 1 of Annex A (the added disclosure is underlined and the removed disclosure is crossed out in the 2023 Form 20-F).

  In addition, the Company will include disclosures to clarify whether the legal and operational risks associated with operating in the PRC also apply to operations in Hong Kong, without narrowing risks related to operating in the PRC to mainland China only. Where appropriate, the Company will also explain the differences between Hong Kong and PRC law and describe risks and consequences to the Company associated with those laws. The proposed revised disclosure is set forth from pages 1 to 3 of Annex A (the added disclosure is underlined and the removed disclosure is crossed out in the 2023 Form 20-F).

  The Company respectfully advises the Staff that the Company does not have any operations in Macau.

  Part I.

  Item 3. Key Information, page 3

  2.In future filings, at the onset of Part I please disclose prominently that you are not a Chinese operating company but a Cayman Islands holding company with subsidiaries based in China.

  The Company acknowledges the Staff’s comment and undertakes that, in future filings, the Company will disclose prominently that it is not a Chinese operating company but a Cayman Islands holding company with subsidiaries based in China. The proposed revised disclosure is set forth on page 3 of Annex A (the added disclosure is underlined and the removed disclosure is crossed out in the 2023 Form 20-F).

  3.We note your discussion of legal and operational risks on page 3 in Part I, Item 3. Please expand your discussion in future filings to clearly disclose these risks could cause the value of your securities to significantly decline or become worthless and address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, have or may impact the

     Simpson Thacher & Bartlett

     -3-

  company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

  The Company acknowledges the Staff’s comment and will add the proposed disclosure and make corresponding revisions to certain disclosures in its future filings. The proposed revised disclosure is set forth from pages 3 to 7 of Annex A (the added disclosure is underlined and the removed disclosure is crossed out in the 2023 Form 20-F).

  4.In future filings, please provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company and the subsidiaries, and the direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries, to the parent company and U.S. investors.

  The Company acknowledges the Staff’s comment and will add the proposed disclosure and make corresponding revisions to certain disclosures in its future filings. The proposed revised disclosure is set forth from pages 7 to 11 of Annex A (the added disclosure is underlined in the 2023 Form 20-F).

  5.In future filings, please disclose each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. State whether you or your subsidiaries are covered by permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

  The Company acknowledges the Staff’s comment and will add the proposed disclosure and make corresponding revisions to certain disclosures in the section entitled “Part I. Item 3. Key Information” in its future filings. The proposed revised disclosure is set forth from pages 11 to 12 of Annex A (the added disclosure is underlined in the 2023 Form 20-F).

  Risk Factors, page 4

  6.In future filings, in your risk factor summary please disclose the risks that your corporate structure and having significant operations in China poses to investors. In particular,

     Simpson Thacher & Bartlett

     -4-

  describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in Risk Factors. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investor and cause the value of such securities to significantly decline or be worthless.

  The Company respectfully advises the Staff that, in future filings, it will discuss and enhance its disclosure to address the risks arising from its operations in China. The proposed revised disclosure is set forth from pages 12 to 13 of Annex A (the added disclosure is underlined in the 2023 Form 20-F).

  7.In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, please add risk factor disclosure in future filings to explain how this oversight impacts your officers and directors and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

  The Company acknowledges the Staff’s comment and will add the proposed disclosure and make corresponding revisions to certain disclosures in the section entitled “Risks Relating to Doing Business in Certain Countries and Regions” in its future filings. The proposed revised disclosure is set forth from pages 14 to 15 of Annex A (the added disclosure is underlined in the 2023 Form 20-F).

  8.We note your disclosure on page 27 that certain of your directors and executive officers reside within China, and a portion of your assets and the assets of those persons are located within China. In future filings, please identify any directors, officers, or members of senior management located in the PRC/Hong Kong. Additionally, please include a separate “Enforceability” section that addresses whether or not investors may bring actions under the civil liability provisions of the U.S. federal securities laws against you, your officers or directors who are residents of a foreign country, and whether investors may enforce these civil liability provisions when your assets, officers, and directors are located outside of the United States.

  In response to the Staff’s comment, the Company will identify the directors, officers or members of senior management located in the PRC or Hong Kong and included a separate “Enforceability” section as set forth from pages 15 to 17 of Annex A (the added disclosure is underlined and the removed disclosure is crossed out in the 2023 Form 20-F).

     Simpson Thacher & Bartlett

     -5-

  Consolidated Financial Statements
Note 11. Income Tax, page F-26

  9.We note “[b]ased on a review of surrounding facts and circumstances, the Group does not believe that it is more likely than not that its operations outside the PRC should be considered a resident enterprise for PRC tax purposes.” Please explain to us and disclose:

  •these facts and circumstances considered by management;

  •whether or not this issue has been considered by the PRC taxing authority; and

  •the financial ramifications if the Company were to be considered a resident enterprise for PRC tax purposes.

  Please provide us with the disclosure you will make in future filings.

  The Company respectfully advises the Staff that, in April 2009, the State Administration of Taxation, or the SAT, issued the Circular of the SAT on Issues Relating to Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance With the De Facto Standards of Organizational Management, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a mainland China-controlled enterprise that is incorporated offshore is located in mainland China. According to SAT Circular 82, an offshore incorporated enterprise controlled by a mainland China enterprise or a mainland China enterprise group will be regarded as a mainland China tax resident by virtue of having its “de facto management body” in the mainland China only if all of the following conditions are met: (i) the senior management and core management departments in charge of daily production and operations are located mainly in mainland China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in mainland China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in mainland China; and (iv) at least 50% of voting board members or senior management habitually reside in mainland China.

  The Company is a company incorporated outside the mainland China and is not an offshore entity controlled by mainland China enterprises. As a holding company, its key assets are its ownership interests of its subsidiaries, and its key assets and operation are located outside the mainland China. As such, the Group does not believe that the Company meets all of the conditions above or is a mainland China resident enterprise for mainland China tax purposes. For similar reasons, the Group believes its overseas subsidiaries are not mainland China resident enterprises either.

  The Company will add the proposed disclosure in its future filings. The proposed revised disclosure is set forth from pages 17 to 18 of Annex A (the added disclosure is underlined in the 2023 Form 20-F).

     Simpson Thacher & Bartlett

     -6-

  10.Please discuss here and in MD&A the circumstances that resulted in the increase in deferred tax assets in 2023. Describe what is creating the increase in net operating loss carry forwards, including the impact of pricing of any intercompany transactions.

  The Company’s increase in deferred tax assets, which was primarily due to the increase in net operating loss carry forwards in 2023, was mainly derived from the losses made by the Company’s two mainland China subsidiaries in 2023. These two subsidiaries are mainly engaged in developing new games, which incurred design and labor costs. As the new games were still at an early stage without mature commercialization model, such games were loss making from the Group’s perspective and the amount was immaterial. These two subsidiaries did not incur any intercompany transactions related to the development costs of the new games for the year ended December 31, 2023.

  The Company will add the above disclosure in the MD&A and Consolidated Financial Statements in its future filings to the extent applicable.

  If you have any question regarding the Company’s responses to the Staff’s comments, please do not hesitate to contact

CORRESP
1
filename1.htm

  CORRESP

     Simpson Thacher & Bartlett

     icbc tower, 35th floor

3 garden road, central

hong kong

___________

     telephone: +852-2514-7600

facsimile: +852-2869-7694

     Direct Dial Number

+852-2514-7620

     E-mail Address

ygao@stblaw.com

  DECEMBER 18, 2024

CONFIDENTIAL AND VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:   Ms. Anastasia Kaluzienski

		    Mr. Robert Littlepage

             Re:  Yalla Group Limited
                   Form 20-F for the Period Ended December 31, 2023
                   File No. 001-39552

  Ladies and Gentlemen:

  On behalf of our client, Yalla Group Limited (the “Company”), we are submitting this letter in response to your correspondence dated December 13, 2024 (the “December 13 Letter”) concerning the above-referenced annual report on Form 20-F that the Company filed with the Commission on April 23, 2024.

  In the December 13 Letter, you requested that the Company respond to the Staff’s comments within ten business days or advise the Staff as soon as possible when the Company will respond. The Company respectfully advises the Staff that it is working on its responses and that it will require additional time in order to respond fully to your letter.

  The Company is therefore requesting an extension until January 10, 2025 and expects to respond no later than that date.

  *     *     *

      michael j.c.M. ceulen

      marjory j. ding

      daniel fertig

      adam C. furber

      YI GAO

      MAKIKO HARUNARI

      Ian C. Ho

      JONATHAN HWANG

      aNTHONY D. KING

      jin hYUK park

      erik p. wang

      christopher k.s. wong

      resident partners

simpson thacher & bartlett, hong kong is an affiliate of simpson thacher & bartlett llp with offices in:

      New York

      Beijing

      boston

      BRUSSELS

      Houston

      LONDON

      Los Angeles

      Palo Alto

      SÃO PAULO

      TOKYO

      Washington, D.C.

     Simpson Thacher & Bartlett

     December 18, 2024

     -2-

     Division of Corporation Finance

U.S. Securities and Exchange Commission

  In the meantime, please do not hesitate to contact me at +852-2514-7620 (work) or ygao@stblaw.com (email).

  Very truly yours,

  /s/ Yi Gao

  Yi Gao

    cc:

    Yalla Group Limited

  Ms. Yang Hu, Chief Financial Officer

December 13, 2024
Yang Hu
Chief Financial Officer
Yalla Group Limited
#234, Building 16
Dubai Internet City
PO BOX 501913
Dubai, United Arab Emirates
Re:Yalla Group Limited
Form 20-F for the Period Ended December 31, 2023
File No. 001-39552
Dear Yang Hu:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Period Ended December 31, 2023
Conventions that Apply to this Annual Report on Form 20-F, page 1
1.We note from your disclosure on page 1 that you exclude Hong Kong and Macau
from your definition of “PRC” or “China” for the purpose of your annual report. In
future filings, please revise to remove the exclusion of Hong Kong and Macau from
such definition. Clarify that all the legal and operational risks associated with having
operations in the People’s Republic of China (PRC) also apply to operations in Hong
Kong and Macau. In this regard, ensure that your disclosure does not narrow risks
related to operating in the PRC to mainland China only. Where appropriate, you may
describe PRC law and then explain how law in Hong Kong and Macau differs from
PRC law and describe any risks and consequences to the company associated with
those laws.

December 13, 2024
Page 2
Part I.
Item 3. Key Information, page 3
2.In future filings, at the onset of Part I please disclose prominently that you are not a
Chinese operating company but a Cayman Islands holding company with subsidiaries
based in China.
3.We note your discussion of legal and operational risks on page 3 in Part I, Item 3.
Please expand your discussion in future filings to clearly disclose these risks could
cause the value of your securities to significantly decline or become worthless and
address how recent statements and regulatory actions by China’s government, such as
those related to data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S.
or other foreign exchange.
4.In future filings, please provide a clear description of how cash is transferred through
your organization. Disclose your intentions to distribute earnings. Quantify any cash
flows and transfers of other assets by type that have occurred between the holding
company and the subsidiaries, and the direction of transfer. Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity
made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been
made to date. Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors. Describe any
restrictions and limitations on your ability to distribute earnings from the company,
including your subsidiaries, to the parent company and U.S. investors.
5.In future filings, please disclose each permission or approval that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business
and to offer the securities being registered to foreign investors. State whether you or
your subsidiaries are covered by permissions or approvals and whether any
permissions or approvals have been denied. Please also describe the consequences to
you and your investors if you or your subsidiaries: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or
approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
Risk Factors, page 4
In future filings, in your risk factor summary please disclose the risks that your
corporate structure and having significant operations in China poses to investors. In
particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in Risk Factors. For
example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or
may exert more control over offerings conducted overseas and/or foreign investment 6.

December 13, 2024
Page 3
in China-based issuers, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investor and cause the value of such securities to significantly
decline or be worthless.
7.In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, please add risk factor disclosure in
future filings to explain how this oversight impacts your officers and directors and to
what extent you believe that you are compliant with the regulations or policies that
have been issued by the CAC to date.
8.We note your disclosure on page 27 that certain of your directors and executive
officers reside within China, and a portion of your assets and the assets of those
persons are located within China. In future filings, please identify any directors,
officers, or members of senior management located in the PRC/Hong Kong.
Additionally, please include a separate “Enforceability” section that addresses
whether or not investors may bring actions under the civil liability provisions of the
U.S. federal securities laws against you, your officers or directors who are residents of
a foreign country, and whether investors may enforce these civil liability provisions
when your assets, officers, and directors are located outside of the United States.
Consolidated Financial Statements
Note 11. Income Tax, page F-26
9.We note "[b]ased on a review of surrounding facts and circumstances, the Group does
not believe that it is more likely than not that its operations outside the PRC should be
considered a resident enterprise for PRC tax purposes." Please explain to us and
disclose:
•these facts and circumstances considered by management;
•whether or not this issue has been considered by the PRC taxing authority; and
•the financial ramifications if the Company were to be considered a resident
enterprise for PRC tax purposes.
Please provide us with the disclosure you will make in future filings.
10.Please discuss here and in MD&A the circumstances that resulted in the increase in
deferred tax assets in 2023. Describe what is creating the increase in net operating loss
carry forwards, including the impact of pricing of any intercompany transactions.
            In closing, 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.

December 13, 2024
Page 4
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
August 22, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yi Gao

CORRESP
1
filename1.htm

  CORRESP

    Simpson Thacher & Bartlett

    icbc tower, 35th floor

3 garden road, central

hong kong

    telephone: +852-2514-7600

facsimile: +852-2869-7694

    Direct Dial Number

+852-2514-7620

    E-mail Address

ygao@stblaw.com

CONFIDENTIAL AND VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:   Mr. Kyle Wiley

                   Ms. Jennifer Gowetski

    August 7, 2023

             Re:  Yalla Group Ltd.
                   Form 20-F for the Fiscal Year Ended December 31, 2022
                   File No. 001-39552

  Ladies and Gentlemen:

  On behalf of our client, Yalla Group Limited, a company organized under the laws of the Cayman Islands (the “Company”), we respond to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 28, 2023 (the “July 28 Comment Letter”) relating to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 20, 2023 (the “Annual Report”).

  Set forth below are the Company’s responses to the Staff’s comments in the July 28 Comment Letter. The Staff’s comments are retyped below in bold italic font for your ease of reference. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its future annual reports on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in relevant laws or regulations, or in interpretations thereof.

    michael j.c.M. ceulen

    marjory j. ding

    daniel fertig

    adam C. furber

    YI GAO

      ADAM S. GOLDBERG

      MAKIKO HARUNARI

    Ian C. Ho

    JONATHAN HWANG

    anthony d. king

    jin hYUK park

    kathryn kING  sudol

    christopher k.s. wong

    resident partners

simpson thacher & bartlett, hong kong is an affiliate of simpson thacher & bartlett llp with offices in:

    New York

    Beijing

    Brussels

    Houston

    LONDON

    Los Angeles

    Palo Alto

    SÃO PAULO

    TOKYO

    Washington, D.C.

    Simpson Thacher & Bartlett

    August 7, 2023

    -2-

    Division of Corporation Finance

U.S. Securities and Exchange Commission

  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).

  The Company respectfully advises the Staff that the Company checked and confirmed with all of the Company’s directors and officers in order to confirm that none of such directors or officers are representatives of any government entity in the PRC. Among the seven directors of the Company, four of the Company’s directors have non-PRC nationalities and therefore would not be eligible for membership in the Chinese Communist Party (“CCP”), let alone being any representative of any government entity in the PRC.

  As to the Company’s shareholders that beneficially own 10% or more of the total outstanding ordinary shares of the Company, namely, (i) YooYoo Limited, and (ii) JOLLY UNIQUE LIMITED, to the best of the Company’s knowledge, neither YooYoo Limited nor JOLLY UNIQUE LIMITED is controlled by any government entity in the PRC.

  The Company did not rely upon any legal opinions or third party certifications such as affidavits in connection with its required submission under Item 16I(a).

  In connection with the required disclosures under Item 16I(b)(2) and (3), as to the Company itself, the Company respectfully advises the Staff that the Company checked and confirmed its register of members in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in the UAE, the PRC or the Cayman Islands owns any shares of the Company, and (b)(3) no governmental entity in the PRC has a controlling financial interest with respect to the Company.

    Simpson Thacher & Bartlett

    August 7, 2023

    -3-

    Division of Corporation Finance

U.S. Securities and Exchange Commission

  In connection with the required disclosures under Item 16I(b)(2) and (3), as to the consolidated foreign operating entities, and as such disclosures have been revised and updated pursuant to Comment 3 of the July 28 Comment Letter, the Company checked and confirmed the shareholdings of the consolidated foreign operating entities, most of which are held as to 100%, in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in any of the UAE, the PRC, the British Virgin Islands, Hong Kong, Singapore or the Cayman Islands owns any shares of any of the consolidated foreign operating entities, and (b)(3) no governmental entity in the PRC has a controlling financial interest with respect to any of the consolidated foreign operating entities.

  The Company did not rely upon any legal opinions or third party certifications such as affidavits in connection with its required disclosures under Item 16I(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.

  The Company respectfully advises the Staff that the Company checked and confirmed with all of its directors, and all of the directors of its consolidated foreign operating entities, in order to confirm that none of such members are officials of the CCP. Furthermore, among the seven directors of the Company, four directors have non-PRC nationalities and therefore would not be eligible for membership in, let alone being any official of, the CCP. The Company did not rely upon third party certifications such as affidavits in connection with its disclosure.

  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.

  In response to the Staff’s comment, in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023, the Company will revise its disclosures under Item 16I(b), consistent with the updated disclosures set forth in Annex A.

  *     *     *

    Simpson Thacher & Bartlett

    August 7, 2023

    -4-

    Division of Corporation Finance

U.S. Securities and Exchange Commission

  If you have any question regarding the Company’s responses to the Staff’s comments, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email).

  Very truly yours,

  /s/ Yi Gao

  Yi Gao

  Enclosure:    Annex A

    cc:

    Yang Hu, Chief Financial Officer

    Yalla Group Limited

  Annex A

  Comment 3

  Our company is incorporated in the Cayman Islands. Our operating subsidiaries being consolidated in our financial statements, or our consolidated foreign operating entities, are incorporated or otherwise organized in the UAE, the PRC, the British Virgin Islands, Hong Kong, Singapore or the Cayman Islands.

  To the best of our knowledge, no governmental entity in any of the UAE, the PRC, the British Virgin Islands, Hong Kong, Singapore or the Cayman Islands owns any shares of our company or any of the consolidated foreign operating entities.

  To the best of our knowledge, no governmental entity in the PRC (i.e. the applicable foreign jurisdiction with respect to KPMG Huazhen LLP) has a controlling financial interest with respect to our company or any of the consolidated foreign operating entities.

  No member of the board of directors of our company or any of the consolidated foreign operating entities is any official of the Chinese Communist Party.

  Neither the memorandum and articles of association of our company nor the articles of incorporation (or equivalent organizing document) of any of the consolidated foreign operating entities contains any charter of the Chinese Communist Party.

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

United States securities and exchange commission logo
February 2, 2023
Yang Hu
Chief Financial Officer
Yalla Group Ltd
#238, Building 16
Dubai Internet City
PO Box 50913
Dubai, United Arab Emirates
Re:Yalla Group Ltd
Form 20-F for the Year Ended December 31, 2021
Filed on April 25, 2022
File No. 001-39552
Dear Yang Hu:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
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CORRESP

 Simpson
Thacher & Bartlett

ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

 TELEPHONE:
+852-2514-7600

 FACSIMILE: +852-2869-7694

 Direct Dial Number

(852) 2514-7620

 E-mail Address

 ygao@stblaw.com

 January 4, 2023

CONFIDENTIAL AND VIA EDGAR

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Mr. Joseph Kempf

 Ms. Kathryn Jacobson

Re:
 Yalla Group Limited

 Form 20-F for the Fiscal Year Ended December 31, 2021

 Filed April 25, 2022

 File No. 001-39552

Ladies and Gentlemen:

 On
behalf of our client, Yalla Group Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), we respond to the comments contained in the letter from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 22, 2022 (the “September 22 Comment Letter”), relating to the Company’s annual
report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 25, 2022 (the “Annual Report”).

Set forth below are the Company’s responses to the Staff’s comments in the September 22 Comment Letter. The Staff’s comments
are retyped below in bold italic font for your ease of reference. Capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the Annual Report.

MICHAEL J.C.M. CEULEN         MARJORY J.
DING        DANIEL FERTIG        ADAM C. FURBER        YI GAO        MAKIKO
HARUNARI        IAN C. HO        JONATHAN HWANG        ANTHONY D. KING        JIN HYUK
PARK         ERIK P. WANG         CHRISTOPHER K.S. WONG

RESIDENT PARTNERS

SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:

 NEW
YORK                            BEIJING
                 BRUSSELS
     HOUSTON                        LONDON
                      LOS
ANGELES                                PALO
ALTO                                SÃO
PAULO                                TOKYO
                                WASHINGTON, D.C.

 Simpson Thacher & Bartlett

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

*        *
*        *        *

 Form
20-F for the Year Ended December 31, 2021, filed on April 25, 2022

 Item 5. Operating
and Financial Review and Prospects

 Operating Results

Comparison of Year Ended December 31, 2021 and Year Ended December 31, 2020, page 66

1.
 In your discussion, you cite multiple factors as impacting your results of operations but provide
no quantification of the contribution of each factor to the material changes in the various line items discussed. For instance, on page 66, you attributed an increase in revenues, in part, due to expansion into new geographic markets without
identifying such markets and quantifying the related revenue growth arising therefrom. You also broadly attributed increases in costs of revenues and general and administrative expenses to certain offsetting factors, respectively, which were not
quantified. Please refer to Item 303(b) of Regulation S-K and, as applicable in future filings, revise throughout to discuss qualitatively and quantitatively such factors effecting
material changes in line items, including where material changes within a line item offset one another. In addition, you should remove vague terms such as “primarily” in favor of specific quantifications.

 The Company acknowledges the Staff’s comment and the requirements under Item 5 of Form 20-F, which is applicable to the Company and substantially similar to the requirements under Item 303(b) of Regulation S-K. The Company undertakes in future filings
to discuss qualitatively and quantitatively factors effecting material changes in line items, including where material changes within a line item offset one another. The Company also undertakes to avoid vague terms such as
“primarily” in favor of specific quantification.

 Presented below for illustrative purposes is the Company’s proposed
disclosure for revenues, cost of revenues and general and administrative expenses for the year 2021 compared to 2020, with added text underlined, which reflects how the Company proposes to revise its operating results disclosure in future filings,
based upon the Staff’s guidance in the September 22 Comment Letter. The Company will endeavor to provide similar levels of disclosure to the below proposed disclosure in its future filings.

Revenues. Our total revenues increased by 102.4% from US$134.9 million in 2020 to US$273.1 million in 2021,
which was driven by an increase of paying users, which grew from 5.2 million in the three months ended December 31, 2020 to 8.4 million in the three months ended December 31, 2021. The growth in paying users was due to the
superior user experience we offer, diversification of transaction scenarios on our platform and our expansion into new geographic markets. As a percentage of our total revenues, revenues derived from non-Arabic versions of our mobile
applications increased from 8.5% in 2020 to 11.8% in 2021. Non-Arabic speaking users are generally located in our new geographic markets.

 2

 Simpson Thacher & Bartlett

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 Cost of revenues. Our cost of revenues increased by 55.3% from
US$61.3 million in 2020 to US$95.1 million in 2021, due to an increase in commission fees paid to third-party payment platforms by US$33.9 million from 2020 to 2021, partially offset by a decrease in
share-based compensation expenses by US$10.0 million from 2020 to 2021. As a result of these reasons, cost of revenues as a percentage of our total revenues decreased from 45.4% in 2020 to 34.9% in 2021.

General and administrative expenses. Our general and administrative expenses decreased by 10.9% from
US$43.0 million in 2020 to US$38.3 million in 2021. The decrease was due to a decrease in share-based compensation expenses by US$9.1 million from 2020 to 2021, partially offset by an increase in salaries
and other benefits for our general and administrative staff by US$3.4 million from 2020 to 2021. As a result of these reasons, our general and administrative expenses also decreased as a percentage of our total revenues
from 31.8% in 2020 to 14.0% in 2021.

 Non-GAAP Measures, page 67

2.
 Considering that the non-GAAP measure, Non-GAAP net income, is reported net of tax, please disclose your basis for presenting the pre-tax non-GAAP adjustment
(“share-based compensation”) at a zero effective tax rate. Refer to the guidance under Q&A 102.11 of the C&DI on Non-GAAP Financial Measures.

The Company respectfully advises the Staff that share-based compensation expenses were recorded at the Company (incorporated in the Cayman
Islands), and its subsidiaries incorporated in PRC and the United Arab Emirates (“UAE”). Share-based compensation expenses were non-deductible expenses in the PRC and the statutory tax rate of Cayman
Islands and UAE is nil. Therefore, the Company presented the pre-tax non-GAAP adjustment (“share-based compensation”) at a zero effective tax rate in the
Annual Report. In response to the Staff’s comment, the Company undertakes to revise the non-GAAP reconciliation table in the following manner in future filings:

For the Year Ended December 31,

2019

2020

2021

(US$ in thousands)

 Net income

28,925

3,213

82,594

 Add: share-based compensation expenses, net of tax effect of nil *

-

60,805

43,939

 Non-GAAP net income

              28,925

              64,018

              126,533

 *Share-based compensation expenses were recorded at the Company (incorporated in the Cayman Islands),
and its subsidiaries incorporated in PRC and UAE. Share-based compensation expenses were non-deductible expenses in the PRC and the statutory tax rate of Cayman Islands and UAE is nil. Therefore, there is no
tax impact for share-based compensation expenses adjustment for the Company’s non-GAAP financial measures.

 3

 Simpson Thacher & Bartlett

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 Notes to the Consolidated Financial Statements

2. Summary of Significant Accounting Policies

(w) Segment Reporting , page F-19

3.
 Please disclose long-lived assets located in your respective country of domicile and located in
all foreign countries in total in which you hold assets. If assets in an individual foreign country are material, those assets shall be disclosed separately. Refer to ASC
28010-50-4(b).

 The
Company acknowledges the Staff’s comments. The Company respectfully advises the Staff that the Company’s long-lived assets approximated 1% of total assets as of December 31, 2021. Although the disclosure of long-lived assets located
in the Company’s country of domicile and in all foreign countries is required by ASC 28010-50-4(b), the Company concluded that such geographic information was not
required because long-lived assets are not material. The Company will consider this requirement in the future and will add to its financial disclosures as appropriate.

 4

 Simpson Thacher & Bartlett

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 11. Income Tax , page F-27

4.
 Tell us how you considered the guidance in Rule
4-08(h)(1)-(2) of Regulation S-X in your characterization of income before income tax expense as either domestic or foreign and your determination of the applicable
statutory federal income tax rate.

 The Company respectfully advises the Staff that the Company is
headquartered in UAE; therefore UAE is considered as the Company’s home country and the income before income tax expense from UAE is considered domestic.

The Company undertakes to revise the disclosure of income before income taxes in the following manner in future filings:

The components of income before income taxes are as followings:

For the Year Ended December 31,

2019

2020

2021

US$

US$

US$

 Domestic component

 UAE

27,663,586

63,056,081

122,422,324

 Foreign components

 British Virgin Islands (BVI)

(382)

(976)

(1,227)

 PRC, excluding HK S.A.R.

2,142,160

(57,038,284)

(35,920,356)

 HK S.A.R.

(85,436)

65,233

286,843

 Cayman Islands

(359,359)

(2,007,587)

(2,152,866)

 Singapore

-

-

(20,447)

 Total

    29,360,569

      4,074,467

    84,614,271

 The Company is headquartered in UAE; therefore UAE is considered as the Company’s home country and
the income before income tax expense from UAE is domestic income.

 The Company also respectfully advises the Staff that it considered the
guidance in Rule 4-08(h)(2) and evaluated the following factors determining the applicable statutory federal income tax rate:

●

 The Company is headquartered in UAE; and

●

 The Company’s subsidiary incorporated in UAE functions as the Company’s primary business operation
center.

 Accordingly, the Company concluded that UAE’s statutory federal income tax rate provided the best
information to the readers of the Company’s financial statements.

 The Company undertakes to revise the disclosure of income before
income taxes to include the following statement in future filings:

 5

 Simpson Thacher & Bartlett

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 The Company is headquartered in UAE and the subsidiary incorporated in UAE functions as the
Company’s primary business operation center. Therefore, the Company uses the UAE’s income tax rate as applicable statutory income tax rate.

14. Revenue Information, page F-31

5.
 We understand from your disclosure that you do not require real name and real country information from
your users upon initial registration; therefore, country information is neither available nor verified. ASC 280, however, doesn’t prescribe a specific method for determining the appropriate country for attribution of revenues. Tell us your
consideration of alternative methods for attributing revenues to various countries and tell us why you chose to rely only on customer data obtained upon initial registration. In this regard, pursuant to ASC 280-10-50-41(a), please disclose your revenues from external customers attributed to your country of domicile and attributed to all foreign countries in total. If
material, disclose separately those revenues from external customers attributed to an individual foreign country. Additionally, disclose your basis for attributing revenues from external customers to individual countries.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company considered ASC 280-10-50-41(a), which requires disclosure of revenues from external customers attributed to the Company’s country of domicile and
attributed to all foreign countries. However, it is impracticable for the Company to accurately attribute its revenues by country.

 The
Company respectfully advises the Staff that the Company’s platform does not require users to provide their country information upon registration. The Company has considered alternative methods to obtain users’ geographic information,
particularly by monitoring users’ Internet protocol (“IP”) addresses. However, IP addresses often do not accurately reflect users’ locations. First, certain IP addresses cannot be linked to specific countries. In 2021, revenues
derived from users with such IP addresses accounted for 3% of the Company’s total revenues. Second, users may access the Company’s platform through virtual private networks (“VPNs”), in which case the countries reflected by their
IP addresses would differ from their actual locations. For example, based on IP addresses of paying users, Singapore has been among the Company’s top 10 sources of revenue in recent years. However, based on the Company’s understanding of
its users’ background, the significant revenue contribution from IP addresses in Singapore is likely due to VPN access by users from other countries. Therefore, the Company does not believe it can accurately determine users’ locations
based on their IP addresses.

 Due to above reasons, the Company believes that it is impracticable for the Company to accurately attribute
its revenues by country.

*          *          *
       *          *

 6

 Simpson Thacher & Bartlett

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 If you have any question regarding the Company’s responses to the
Staff’s comments, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email), or Kai Fan at +852-2514-7515 (work), +852-6139-9879 (mobile) or kfan@stblaw.com (email).

Very truly yours,

/s/ Yi Gao

Yi Gao

cc:
 Yalla Group Limited

  Yang Hu, Chief Financial Officer

Simpson Thacher & Bartlett

  Kai Fan

 KPMG
Huazhen LLP

   Enid Yang

 7

CORRESP
1
filename1.htm

CORRESP

 December 21, 2022

CONFIDENTIAL AND VIA EDGAR

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:       Mr. Joseph Kempf

 Ms. Kathryn Jacobson

Re:
 Yalla Group Limited

Form 20-F for the Fiscal Year Ended December 31, 2021

Filed April 25, 2022

File No. 001-39552

Ladies and Gentlemen:

 On behalf of our client,
Yalla Group Limited (the “Company”), we are submitting this letter in response to your correspondence dated September 22, 2022 (the “September 22 Letter”) concerning the above-referenced
annual report on Form 20-F that the Company filed with the Commission on April 25, 2022.

 In
the September 22 Letter, you requested that the Company respond to the Staff’s comments within 10 business days or advise the Staff as soon as possible when the Company will respond. The Company respectfully advises the Staff that it is
working on its responses and that it will require additional time in order to respond fully to your letter.

 The Company is therefore
requesting an extension until January 6, 2023 and expects to respond no later than that date.

*        *        *

 Simpson Thacher & Bartlett

December 21, 2022

-2-

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 In the meantime, please do not hesitate to contact me at
+852-2514-7620 (work) or ygao@stblaw.com (email).

Very truly yours,

/s/ Yi Gao

Yi Gao

cc:
 Yalla Group Limited

Yang Hu, Chief Financial Officer

United States securities and exchange commission logo
November 16, 2022
Yang Hu
Chief Financial Officer
Yalla Group Ltd
#238, Building 16
Dubai Internet City
PO Box 50913
Dubai, United Arab Emirates
Re:Yalla Group Ltd
Form 20-F for the Year Ended December 31, 2021
Filed on April 25, 2022
File No. 001-39552
Dear Yang Hu:
            We issued comments on the above captioned filing on September 22, 2022.  On October
26, 2022, we issued a follow-up letter informing you that those comments remained outstanding
and unresolved, and absent a substantive response, we would act consistent with our obligations
under the federal securities laws.
            As you have not provided a substantive response, we are terminating our review and will
take further steps as we deem appropriate.  These steps include releasing publicly, through the
agency's EDGAR system, all correspondence, including this letter, relating to the review of your
filing, consistent with the staff s decision to publicly release comment and response letters
relating to disclosure filings it has reviewed.
            Please contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352, or Kathryn
Jacobson, Senior Staff Accountant, at 202-551-3365, with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
October 26, 2022
Yang Hu
Chief Financial Officer
Yalla Group Ltd
#238, Building 16
Dubai Internet City
PO Box 50913
Dubai, United Arab Emirates
Re:Yalla Group Ltd
Form 20-F for the Year Ended December 31, 2021
Filed on April 25, 2022
File No. 001-39552
Dear Yang Hu:
            We issued comments to you on the above captioned filing on September 22, 2022.  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by November 8, 2022.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Kathryn
Jacobson, Senior Staff Accountant, at 202-551-3365 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
September 22, 2022
Yang Hu
Chief Financial Officer
Yalla Group Ltd
#238, Building 16
Dubai Internet City
PO Box 50913
Dubai, United Arab Emirates
Re:Yalla Group Ltd
Form 20-F for the Year Ended December 31, 2021
Filed on April 25, 2022
File No. 001-39552
Dear Mr. Hu:
            We have limited our review of your filing to the financial statements and related
disclosures 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.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2021, filed on April 25, 2022
Item 5. Operating and Financial Review and Prospects
Operating Results
Comparison of Year Ended December 31, 2021 and Year Ended December 31, 2020, page 66
1.In your discussion, you cite multiple factors as impacting your results of operations but
provide no quantification of the contribution of each factor to the material changes in the
various line items discussed. For instance, on page 66, you attributed an increase in
revenues, in part, due to expansion into new geographic markets without identifying such
markets and quantifying the related revenue growth arising therefrom. You also broadly
attributed increases in costs of revenues and general and administrative expenses
to certain offsetting factors, respectively, which were not quantified.  Please refer to Item
303(b) of Regulation S-K and, as applicable in future filings, revise throughout to discuss

 FirstName LastNameYang Hu
 Comapany NameYalla Group Ltd
 September 22, 2022 Page 2
 FirstName LastNameYang Hu
Yalla Group Ltd
September 22, 2022
Page 2
qualitatively and quantitatively such factors effecting material changes in line items,
including where material changes within a line item offset one another.  In addition, you
should remove vague terms such as "primarily" in favor of specific quantifications.
Non-GAAP Measures, page 67
2.Considering that the non-GAAP measure, Non-GAAP net income, is reported net of tax,
please disclose your basis for presenting the pre-tax non-GAAP adjustment (“share-based
compensation”) at a zero effective tax rate. Refer to the guidance under Q&A 102.11 of
the C&DI on Non-GAAP Financial Measures.
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(w) Segment Reporting , page F-19
3.Please disclose long-lived assets located in your respective country of domicile and
located in all foreign countries in total in which you hold assets. If assets in an individual
foreign country are material, those assets shall be disclosed separately.  Refer to ASC 280-
10-50-4(b).
11. Income Tax , page F-27
4.Tell us how you considered the guidance in Rule 4-08(h)(1)-(2) of Regulation S-X in your
characterization of income before income tax expense as either domestic or foreign and
your determination of the applicable statutory federal income tax rate.
14. Revenue Information, page F-31
5.We understand from your disclosure that you do not require real name and real country
information from your users upon initial registration; therefore, country information is
neither available nor verified.  ASC 280, however, doesn’t prescribe a specific method for
determining the appropriate country for attribution of revenues.  Tell us your
consideration of alternative methods for attributing revenues to various countries and tell
us why you chose to rely only on customer data obtained upon initial registration.  In this
regard, pursuant to ASC 280-10-50-41(a), please disclose your revenues from external
customers attributed to your country of domicile and attributed to all foreign countries in
total.  If material, disclose separately those revenues from external customers attributed to
an individual foreign country.  Additionally, disclose your basis for attributing revenues
from external customers to individual countries.

            In closing, 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.

 FirstName LastNameYang Hu
 Comapany NameYalla Group Ltd
 September 22, 2022 Page 3
 FirstName LastName
Yang Hu
Yalla Group Ltd
September 22, 2022
Page 3
            You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Kathryn
Jacobson, Senior Staff Accountant, at 202-551-3365 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

Underwriters Acceleration Request

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

Haitong International Securities Company Limited

 22/F Li Po
Chun Chambers

 189 Des Voeux Road Central

 Hong Kong

as representatives of the underwriters

 VIA EDGAR

September 25, 2020

 Mr. Robert Littlepage, Accounting
Branch Chief

 Mr. Joseph Kempf, Staff Accountant

Ms. Jan Woo, Esq., Legal Branch Chief

Mr. Michael C. Foland, Esq., Attorney-Advisor

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Re: Yalla Group Limited (the “Company”)

Registration Statement on Form F-1, as amended (File Number:
333-248646)

 Registration Statement on Form 8-A, as amended
(File Number: 001-39552)

 Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00
p.m., Eastern Daylight Time on September 29, 2020, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General
Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between September 23, 2020 and the date hereof, copies of the Company’s preliminary prospectus dated September 23, 2020 were
distributed as follows:

 More than 200 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 1

 Very truly yours,

MORGAN STANLEY & CO. LLC

 HAITONG INTERNATIONAL
SECURITIES COMPANY LIMITED

 As representatives of the underwriters

 2

MORGAN STANLEY & CO. LLC

By:

 /s/ Peter Chu

Name:

Perter Chu

Title:

Managing Director

 [Signature Page to Underwriter Acceleration Letter]

 3

HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED

By:

 /s/ Ho, Kenneth Shiu Pong

Name:

Ho, Kenneth Shiu Pong

Title:

Managing Director

 [Signature Page to Underwriter Acceleration Letter]

 4

CORRESP
1
filename1.htm

Company Acceleration Request

 Yalla Group Limited

#238, Building 16, Dubai Internet City

Dubai, United Arab Emirates

September 25, 2020

 VIA EDGAR

 Office of Technology

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Mail Stop 4561

 Washington, D.C. 20549

Attention:
 Mr. Robert Littlepage, Accounting Branch Chief

Mr. Joseph Kempf, Staff Accountant

Ms. Jan Woo, Esq., Legal Branch Chief

Mr. Michael C. Foland, Esq., Attorney-Advisor

Re:
 Yalla Group Limited

 Registration Statement on Form F-1, as amended (File Number: 333-248646)

 Registration Statement on Form 8-A, as amended (File Number: 001-39552)

 Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Yalla Group Limited (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be
accelerated to, and that the F-1 Registration Statement become effective at, 4:00 P.M., Eastern Daylight Time on September 29, 2020, or as soon as practicable thereafter.

The Company also requests that the Registration Statement on Form 8-A, as amended (File Number: 001-39552), under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company (the “Registration Statement on Form 8-A,” together with the F-1 Registration Statement, the “Registration Statements”), be declared effective concurrently with the
F-1 Registration Statement.

 If there is any change in the acceleration request set forth above,
the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s U.S. counsel, Simpson Thacher & Bartlett LLP.

 The Company
understands that Morgan Stanley & Co. LLC and Haitong International Securities Company Limited, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter delivered to you today.

 Very truly yours,

YALLA GROUP LIMITED

By:

 /s/ Tao Yang

Name:

Tao Yang

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett

 ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

 Direct Dial Number

 (852) 2514-7620

 E-mail Address

ygao@stblaw.com

 September 23, 2020

VIA EDGAR

 Office of Technology

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Mail Stop 4561

Washington, D.C. 20549

Attention:

 Mr. Robert Littlepage, Accounting Branch Chief

 Mr. Joseph Kempf, Staff Accountant

Ms. Jan Woo, Esq., Legal Branch Chief

Mr. Michael C. Foland, Esq., Attorney-Advisor

Re:

 Yalla Group Limited

 Registration
Statement on Form F-1

 CIK No. 0001794350

 Ladies and Gentlemen:

On behalf of our client, Yalla Group Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability
(the “Company”), we are filing herewith an amendment (“Amendment No. 1”) to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) via
EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended.

 For your
easy reference, we are providing you by overnight delivery five (5) copies of this letter as well as Amendment No. 1, which has been marked to show changes to the Company’s Registration Statement filed with the Commission on
September 8, 2020.

Simpson Thacher & Bartlett

 September 23, 2020

If you have any question regarding the Registration Statement, please do not hesitate to contact me at
+852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email) or Kai Fan at +852-2514-7515 (work), +852-6139-9879 (mobile) or kfan@stblaw.com (email).

 Questions pertaining to auditing matters may also
be directed to Enid Yang at +86-10-8508-7816 (work) or enid.yang@kpmg.com (email) of KPMG Huazhen LLP, the independent registered public accounting firm of the Company.

Very truly yours,

 /s/ Yi Gao

 Yi Gao

cc:

Yalla Group Limited

 Tao Yang, Chairman and Chief Executive Officer

Simpson Thacher & Bartlett LLP

 Kai Fan

Cleary Gottlieb Steen & Hamilton LLP

 Shuang Zhao

KPMG Huazhen LLP

 Enid Yang

 2

CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett

 ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

 Direct Dial Number

 (852) 2514-7620

 E-mail Address

ygao@stblaw.com

 September 8, 2020

VIA EDGAR

 Office of Technology

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Mail Stop 4561

Washington, D.C. 20549

 Attention:

Mr. Robert Littlepage, Accounting Branch Chief

 Mr. Joseph Kempf, Staff Accountant

Ms. Jan Woo, Esq., Legal Branch Chief

Mr. Michael C. Foland, Esq., Attorney-Advisor

Re:

Yalla Group Limited

 Registration Statement on Form F-1

CIK No. 0001794350

 Ladies and Gentlemen:

On behalf of our client, Yalla Group Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the
“Company”), we are filing herewith the Company’s Registration Statement on Form F-1 (the “Registration Statement”) via EDGAR with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended.

 For your easy reference, we are providing you by overnight delivery
five (5) copies of this letter as well as the Registration Statement, which has been marked to show changes to the Company’s draft Registration Statement confidentially submitted to the Commission on August 17, 2020.

DANIEL FERTIG

ADAM C. FURBER

YI GAO

ADAM S. GOLDBERG

MAKIKO HARUNARI

JONATHAN HWANG

IAN C. HO

ANTHONY D. KING

CELIA C.L. LAM

CHRIS K.H. LIN

JIN HYUK PARK

KATHRYN KING SUDOL

CHRISTOPHER K.S. WONG

 RESIDENT PARTNERS

SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:

NEW YORK

BEIJING

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

TOKYO

WASHINGTON, D.C.

Simpson Thacher & Bartlett

 September 8, 2020

If you have any question regarding the Registration Statement, please do not hesitate to contact me at
+852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email) or Kai Fan at +852-2514-7515 (work), +852-6139-9879 (mobile) or kfan@stblaw.com (email).

 Questions pertaining to auditing matters may also
be directed to Enid Yang at +86-10-8508-7816 (work) or enid.yang@kpmg.com (email) of KPMG Huazhen LLP, the independent registered public accounting firm of the Company.

Very truly yours,

 /s/ Yi Gao

Yi Gao

 Enclosures

cc:

Yalla Group Limited

      Tao Yang, Chairman and Chief Executive Officer

Simpson Thacher & Bartlett LLP

      Kai Fan

Cleary Gottlieb Steen & Hamilton LLP

      Shuang Zhao

KPMG Huazhen LLP

      Enid Yang

 2

United States securities and exchange commission logo
May 12, 2020
Tao Yang
Chief Executive Officer
Yalla Group Limited
#238, Building 16, Dubai Internet City
Dubai, United Arab Emirates
Re:Yalla Group Limited
Draft Registration Statement on Form S-1
Submitted April 15, 2020
CIK No. 0001794350
Dear Mr. Yang:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please revise to clarify whether the 36.4 million registered users as of December 31, 2019
reflects the number of registered users over a discrete time period or whether this number
represents all users who have ever registered an account on your platform.  In addition,
provide context regarding the 4.3 million users who visited your platform in the last
quarter of 2019 by disclosing the number of paying users in the same period.
You, as holders of ADSs, may have fewer rights, page 40
2.We note your statement that the minimum notice period required to convene a general
meeting is ten "clear days."  Please define this term.

 FirstName LastNameTao Yang
 Comapany NameYalla Group Limited
 May 12, 2020 Page 2
 FirstName LastNameTao Yang
Yalla Group Limited
May 12, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating Metrics , page 60
3.Explain the spike in the number of paying users in the three month period ended June 30,
2019 and the subsequent drop in the number of paying users in the three month period
ended September 30, 2019.
Industry Overview, page 71
4.Please disclose the source of the statistical predictions and historic figures regarding the
countries' economic growth, mobile internet penetration rates, and online social
networking and entertainment penetration rates.
Our Business
Technology, page 89
5.You disclose here that you rely on third-party technology to operate critical functions of
your business, including live audio streaming capabilities and cloud-based network
infrastructure.  In particular, we note your disclosure that there are only a limited number
of providers of high quality audio processing solutions in the market.  Please discuss the
material terms of your agreements with these third-party service providers, including but
not limited to, the term and termination provisions.
Principal Shareholders, page 117
6.You disclose that in February 2018, Mr. Xuecai Feng, in conjunction with Mr. Tao Yang
and Mr. Jianfeng Xu, entered into a voting agreement to vote their shares in the company
together.  Please disclose the number of shares that are held by Mr. Xuecai Feng.
 Disclose any material relationships between Xuecai Feng and the company.  In this
regard, we note that Mr. Feng is a not an executive officer, director, or principal
shareholder.
Financial Statements
1. Description of Business and Organization
(b) Organization, page F-9
7.You indicated that since the Company, FYXTech BVI and Shenzhen Yale were all under
common control of the Co-founders immediately before and after the reorganization, the
transfer of business operations of FYXTech BVI and Shenzhen Yale has been accounted
for in a manner similar to a pooling of interest.  Please tell us the basis for your conclusion
that the entities were under common control for all periods.  Identify for us the significant
shareholders of each entity and indicate the voting percentage they held in each entity
prior to the reorganization.  Explain to us the nature and terms of the agreement among the
Co-founders to vote in concert, including the date of the agreement, the amount of any
consideration paid, and the identity of the individuals.

 FirstName LastNameTao Yang
 Comapany NameYalla Group Limited
 May 12, 2020 Page 3
 FirstName LastName
Tao Yang
Yalla Group Limited
May 12, 2020
Page 3
2. Summary of Significant Accounting Policies
(x) Statutory Reserve, page F-16
8.We note the restrictions on the ability of your subsidiaries to transfer funds to the
Company.  Please explain to us your consideration of presenting Parent-only financial
statements in accordance with Rules 5-04 and 12-04 of Regulation S-X.
7. Share-Based Compensation, page F-24
9.Please quantify on page F-25 the total amount of compensation expense that will be
recognized as a result of options vesting upon the completion of your IPO.  Also, provide
a quantified, forward-looking discussion of the impact of the cumulative vesting in
MD&A.
11. Related Party Transactions, page F-29
10.Explain to us your basis under GAAP for not reporting the loans to your Co-founders in
your financial statements, i.e. on your balance sheet and statements of cash flows.
General
11.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yi Gao