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 YY Group Holding
Limited

 April 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 YY Group Holding Limited

 Registration Statement on Form F-3 (File No. 333-286705)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, YY Group Holding Limited hereby requests an acceleration of the effectiveness
of the above-referenced Registration Statement on Form F-3, so that such Registration Statement will become effective at 5:00 p.m., Eastern
Time, on April 30, 2025, or as soon thereafter as practicable.

 The Company understands that the Commission will consider
this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company is aware
of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in the Registration
Statement.

 Very truly yours,

 /s/ Fu Xiaowei

 Name:
 Fu Xiaowei

 Title:
 Chairman, Chief Executive Officer and Executive Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

Xiaowei Fu
Chief Executive Officer
YY Group Holding Ltd.
#09-13/14/15/16/17
Paya Lebar Square
Singapore 409051

 Re: YY Group Holding Ltd.
 Registration Statement on Form F-3
 Filed April 23, 2025
 File No. 333-286705
Dear Xiaowei Fu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Shuo "Shawn" Chen
</TEXT>
</DOCUMENT>

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YY Group Holding Ltd.

60 Paya Lebar Road

#05-43 Paya Lebar Square

Singapore 409051

March 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C., 20549

Attn: Ms. Amy Geddes

    Re:
    YY Group Holding Limited

Registration Statement on Form F-1, as
amended (File No. 333- 275486)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, YY Group Holding Limited hereby requests an acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4 p.m., Eastern Time, on March 29, 2024, or as soon thereafter as practicable.

The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

    Very truly yours,

    YY Group Holding Limited

    By:
    /s/ Fu Xiaowei

    Name:
    Fu Xiaowei

    Title:
    Chief Executive Officer and Director

CORRESP
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VIA EDGAR

March 27, 2024

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and
Exchange Commission

100 F Street,
NE

Washington, D.C. 20549

Attn: Mr. Scott Anderegg, Ms. Lilyanna Peyser, Ms. Amy Geddes,
and Ms. Angela Lumley

    Re:
    YY Group Holding Limited

    Registration Statement on Form F-1, as amended

                                                                                File No. 333-275486

Ladies and Gentlemen:

In accordance
with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Act”), the undersigned hereby joins in the request of YY Group Holding Limited that the effective date of the
above referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 pm, Eastern Time, on March 29, 2024,
or as soon thereafter as practicable.

Pursuant to Rule
460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned
confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

* * *

[Signature Page Follows]

    Very truly yours,

    US Tiger Securities, Inc

    By:
    /s/ Tony Tian

    Name: Tony Tian

    Title: Head of Capital Markets

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YY Group Holding Ltd.

60 Paya Lebar Road

#05-43 Paya Lebar Square

Singapore 409051

March 20, 2024

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 Amendment No. 3

    Response dated March 12, 2024

    File No. 333-275486

Dear Mr. Scott Anderegg,

This letter is in response to your letter on March
18, 2024, in which you provided comments to the written response letter of YY Group Holding Ltd. (the “Company”) filed with
the U.S. Securities and Exchange Commission on March 12, 2024. We set forth below in bold the comments in your letter relating to the
written response letter followed by our responses to the comments.

Response Letter Submitted March 12, 2024

General

    1.

    We note your response to comment 3. Please
    expand your disclosure regarding the relationship between Zhang Fan and the Resale Shareholder, including the date on which the Resale
    Shareholder received the shares, the value of the shares, and the percentage of Zhang Fan’s total beneficial interest in the company that
    the shares represented prior to being transferred to the Resale Shareholder.

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

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

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

RESPONSE: We respectfully advise the Staff
that we have revised page Alt-2 of the registration statement to disclose that Zhang Fan (“Ms. Zhang”) transferred 1,631,700
Class A Ordinary Shares of the Company (the “Shares”) to the Resale Shareholder, V Capital Consulting Limited (“VCC”)
on November 9, 2023, pursuant to a consulting agreement between Zhang Fan and the Resale Shareholder, dated December 1, 2022 (the “Consulting
Agreement”). Pursuant to the Consulting Agreement, Ms. Zhang shall pay VCC 4.9% of the Company’s total outstanding listing
shares from her own holding. The Resale Shares were not given a finite value at the time of the Consulting Agreement and are subject to
the Company’s market capitalization and/or share price at such time that VCC sells its shares. Prior to the transfer of Shares,
which was used as consideration to VCC, Zhang Fan held 14,455,330 Class A Ordinary Shares, representing
43.41% of Company’s total number of Class A Ordinary Shares outstanding at the time. The Shares represented 4.9% of the Company’s
total number of Class A Ordinary Shares outstanding at the time.

We clarify
for the Staff that VCC’s service for Ms. Zhang is being provided with the objective of assisting Ms. Zhang to enhance her understanding
of her role as a director and management within a Nasdaq-listed company. Specifically, she is focusing on strategic vision, governance
oversight, risk management, human capital management, and stakeholder engagement as a board director and substantial shareholder of the
Company. Ms. Zhang is the spouse of the founder of our operating subsidiary. While these skills could be transferrable to help the governance
of a listed company, Ms. Zhang’s engagement with VCC was a separate one in addition to Company’s engagement with VCQ relating
to its going public effort, and exclusively for her own personal benefit. As a result, Ms. Zhang agreed to compensate VCC with her personal
shares as consideration for the services. The Shares were transferred on November 9, 2023 as the agreed and services were rendered by
VCC during the contract period.

We have also revised page 85 of the registration
statement to disclose that the Company has engaged V Capital Quantum Sdn Bhd (“VCQ”) to serve as the initial public offering
consultant for the Company since October 27, 2022. Pursuant to a subsequent amended and restated engagement letter dated November 3, 2023
(the “VCQ Agreement”), the detailed scope of services offered by V Capital Quantum Sdn Bhd are the following:

 (a) review, advise and assist with the reorganization process,
if necessary, for the purpose of forming a group for the listing effort;

 (b) develop a capital market storyline in connection with the
listing;

 (c) perform due diligence on the business of the Company;

 (d) prepare proposal on the listing scheme and business metrics;

 (e) review the operating and financial performance, governance
and management structure of the Company;

 (f) establish detailed capital market strategies and corporate
plans aiming to maximize company’s value in preparation of the listing effort;

 (g) prepare roadmap and requirements to be followed for the listing
effort;

 (h) establish a fully functional and customizable secure virtual
data room;

 (i) interview the professionals required for the listing effort
and make such recommendations for the Company’s engagement;

 (j) arrange for the formation of the due diligence working group
(“DDWG”);

 (k) management of the DDWG in producing professional materials
in a timely manner;

 (l) prepare, advise and assist the company throughout the listing
process, including the due diligence exercise and the drafting of the registration statement;

 (m) manage the listing process from Company’s perspective;

 (n) liaise and coordinate with other professional parties, including
the legal advisers, auditors and underwriters, and intermediaries involved in the listing effort and attend meetings in relation to the
listing effort whenever reasonably necessary;

 (o) review, comment and assist in responding to SEC and NASDAQ
in regard to any queries that may arise;

 (p) prepare and assist in obtaining all requisite regulatory approvals;

 (q) prepare and assist in the issuance of press release announcing
pricing of listing shares;

 (r) assist in the planning of any further processes required pre-offering;
and

 (s) assist to identify an underwriter for capital raise of up
to USD 15,000,000 on a best effort basis by VCQ.

    2

The material terms of the VCQ Agreement consist
of the following: -

 1. The Company shall pay VCQ service
fees in an aggregate amount of US$2,000,000, of which (i) US$400,000 shall be paid in cash and (ii) US$1,600,000 shall be paid in the
form of 800,000 ordinary shares to be issued by the Company, valued at $2.00 per share. The Company discharged its obligations pertaining
to the cash fee on April 23, 2023 and issued 800,000 ordinary shares on February 21, 2023.

 2. The term of the engagement shall
be for a minimum period of twelve (12) months from the date of acceptance of the engagement letter (“Initial Term”) i.e.,
November 3, 2023, subject to an extension period as may be mutually agreed between parties at the end of the Initial Term.

A copy of the VCQ Agreement which contains the
detailed terms and services provided has been previously filed as Exhibit 10.11. We have removed Exhibit 10.12 as it is no longer in effect
since the Company and VCQ entered into the VCQ Agreement.

We further note for the Staff that VCQ has since
disposed the 800,000 ordinary shares on March 20, 2023 (which was later redesignated as Class A Ordinary Shares on July 24, 2023), to
an independent third party, Aaron Gomez， at US$2.00 per share for
a total consideration of US$1,600,000, and is no longer a shareholder of the Company. As such, the Company respectfully advise the Staff
that the Company does not deem VCQ as a related party.

VCQ was introduced to our CEO Fu Xiaowei through
a personal relationship. At the time, the Company was looking for funding sources and seeking public listing possibilities. VCQ, as a
wholly owned subsidiary of later Nasdaq-listed VCI Global Limited, was in the process of seeking Nasdaq listing itself. Upon multiple
rounds of discussion, the Company’s management was impressed by VCQ’s expertise in US listing and network of professional
parties that could assist with the US listing. On October 27, 2022, the Company decided to engage VCQ as its IPO consultant.

The Company has also referred to Securities Act
Rules Compliance and Disclosure Interpretation 612.09 and respectfully advise the Staff that in accordance with the interpretive guidance
provided by the Staff in Questions 612.09 of the Compliance and Disclosure Interpretations (“C&DI”) for Securities Act
Rules, the proposed offering is appropriately characterized as a secondary offering.

In an effort to assist registrants in determining
whether an offering by selling shareholders may be characterized as a secondary offering that is eligible to be made on a shelf basis
under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations (“C&DI
612.09”). C&DI 612.09 provides that “[t]he question of whether an offering styled a secondary one is really on behalf
of the issuer is a difficult factual one, not merely a question of who receives proceeds” and that consideration be given to the
following factors:

 ● how long the selling shareholders
have held the shares;

 ● the circumstances under which
the selling shareholders have received the shares;

 ● the relationship of the selling
shareholders to the issuer;

 ● the number of shares being sold;

 ● whether the selling shareholders
are in the business of underwriting securities; and

 ● whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer.

For the reasons set forth
below, the Company respectfully submits that the registration and offering from time to time (the “Resale Offering”) of up
to 1,631,700 Class A Ordinary Shares of the Company by VCC is not, and should not be considered,
a primary offering of the Shares to the public and that the shares held by VCC is not, and should not be considered to be, acting as an
underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).
We respectfully submit that the Resale Offering should be considered a secondary offering under Rule 415(a)(1)(i) of the Securities Act
and that no additional disclosure be required of the Resale Shareholder.

    3

 A. How Long VCC Has Held the Shares

VCC received
the Shares as part of the Consulting Agreement on November 9, 2023, and therefore has been held
for approximately 130 days. While VCC has held the Shares for less than one year, VCC cannot be assured that the Registration Statement
will be declared effective or that the public offering will be approved and/or completed. In other words, VCC is subject to the full economic
and market risks of their investment since the date of the acquisition of the Resale Shares. Further, although the Registration Statement
covers all of the shares of the Company owned by VCC, VCC do not currently intend to dispose of all of such shares in a single transaction;
thus, VCC will continue to bear the market risk of holding the Shares even after the effectiveness of the Registration Statement. The
Company believes that the period of time that VCC will have held the Shares and have borne the economic and market risk of such ownership,
together with the additional factors described herein, evidence that VCC is acting for its own behalf and is not acting as a statutory
underwriter.

 B. The Circumstances Under
Which VCC Received the Shares

As
disclosed above, VCC received the Shares as compensation for services rendered to Ms. Zhang in her personal capacity with
the objective of assisting Ms. Zhang to enhance her understanding of her role as a director and management within a Nasdaq-listed
company in a separate standalone transaction that involved Ms. Zhang and VCC per the Consulting Agreement dated
December 1, 2022. Furthermore, VCC did not acquire the Resale Shares under circumstances that would indicate that they were
receiving compensation from the Company or that the Company has any financial interest in the sale of the Shares by VCC.

 C. The Relationship of VCC to the Company

Pursuant to
the VCQ Agreement dated November 3, 2023, as described above, VCQ is a third party consultant to the Company. VCC is a direct wholly owned
subsidiary of VCQ. VCC is not an affiliate of the Company in any way and received the Shares as compensation for services rendered to
Ms. Zhang in a standalone separate transaction. The consideration of the Shares from Ms. Zhang is a standalone decision as evidenced by
arms-length negotiations between Ms. Zhang and VCC. Such negotiations between Ms. Zhang and VCC lasted several weeks, and the amount of
shares ultimately agreed as compensation for services rendered to Ms. Zhang rested solely on the negotiations between VCC and Ms. Zhang.

Furthermore,
the Company is neither aware of any evidence that VCC have any plan to act in concert with a third party to effect a distribution of the
Resale Shares. Rule 100 of Regulation M defines a “distribution” as “an offering of securities,
whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and selling methods”. The Company is not aware of any evidence
that would suggest that any such special selling efforts or selling methods (such as investor presentations or road shows) by or on behalf
of the VCC that have or are currently intended to take place if the Registration Statement is declared effective. In fact, after the Registration
Statement is declared effective, VCC intends to sell the Resale Shares by way of ordinary trading transactions, through broker-dealers
or more of the other methods as disclosed in “Plan of Distribution” section of the Resale Prospectus.

In addition,
VCC, instead of the Company, would be responsible for paying any broker-dealer fees or commissions directly to the broker-dealers they
engage to assist in selling the Shares. For this reason and the discussions above, the Company believes VCC did not acquire the shares
with a view to distribution and thus should not be viewed as “underwriters” in connection with the Offering of the Company.

 D. The Number of Shares Being Registered

VCC is looking
to register the Shares obtained as compensation for services rendered to Ms. Zhang. These Shares would represent approximately 4.9% of
the total number of outstanding Class A Ordinary Shares at the time of listing, which is less than the 5% threshold of a principal shareholder.

    4

 E. Whether VCC Is In the Business of Underwriting Securities

We confirm
that VCC is not in the business of underwriting, and its core business lies in providing advisory services. As described in our prior
draft response letter submitted on March 12, 2024, we reiterate that VCC is an indirect subsidiary of VCI Global Limited (“VCI”),
a Nasdaq-listed and SEC-reporting company which discloses its business affairs with the SEC. It holds this position by virtue of being
a direct wholly owned subsidiary of VCQ, which, in turn, is a direct wholly owned subsidiary of V Capital Kronos Berhad, which in turn
is a direct wholly

United States securities and exchange commission logo
March 18, 2024
Fu Xiaowei
Chief Executive Officer
YY Group Holding Ltd.
60 Paya Lebar Road
#05-43 Paya Lebar Square
Singapore 409051
Re:YY Group Holding Ltd.
Registration Statement on Form F-1
Response dated March 12, 2024
File No. 333-275486
Dear Fu Xiaowei:
            We have reviewed your written response letter and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 7, 2024 letter.
Response Letter Submitted March 12, 2024
General
1.We note your response to comment 3. Please expand your disclosure regarding the
relationship between Zhang Fan and the Resale Shareholder, including the date on which
the Resale Shareholder received the shares, the value of the shares, and the percentage of
Zhang Fan's total beneficial interest in the company that the shares represented prior to
being transferred to the Resale Shareholder.

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

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

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

For further guidance, please refer to Securities Act Rules Compliance and Disclosure
Interpretation 612.09.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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YY Group Holding Ltd.

60 Paya Lebar Road

#05-43 Paya Lebar Square

Singapore 409051

March 12, 2024

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, DC 20549

Attn: Mr. Scott Anderegg

Ms. Lilyanna Peyser

Ms. Amy Geddes

Ms. Angela Lumley

    Re:
    YY Group Holding Ltd.

    Amendment No.3 to Registration Statement on Form F-1

    Submitted February 13, 2024

    File No. 333-275486

Dear Mr. Scott Anderegg, Ms. Lilyanna Peyser,
Ms. Amy Geddes, Ms. Angela Lumley,

This letter is in response to your letter on March
7, 2024, in which you provided comments to the Amendment No. 3 to the Registration Statement on Form F-1/A (the “Registration Statement”)
of YY Group Holding Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission on February 13, 2024. We set
forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

Exhibit 5.1, page i

    1.
    Please revise so that Section 8 does not apply to investors in this offering. In this regard, we note that it is inappropriate to include provisions that may operate as a disclaimer or waiver of rights. Refer to Section 14 of the Securities Act of 1933, as amended.

RESPONSE: We respectfully advise the Staff
that Mourant Ozannes, the BVI counsel of the Company, has revised Section 8 of Exhibit 5.1, by revising the language from stating that
“This paragraph 8 applies where an Addressee or any other person entitled to rely on this opinion is not our client (a Non-Client
Addressee)” to “This paragraph 8 applies where an Addressee (or any other person entitled to rely on this opinion (other than
a Purchaser) is not our client (a Non-Client Addressee). For the avoidance of doubt (and in accordance with section 14 of the Securities
Act), this paragraph 8 does not apply to Purchasers.” As such, Section 8 no longer applies to investors in this offering.

Explanatory Note

2. We note your statement that the Resale Shareholder may sell
its shares after the pricing of the public offering. Please revise to state, as you do elsewhere in the prospectuses, that the Resale
Shareholder will sell its shares only once such shares are listed on the Nasdaq. Also revise your disclosure on pages 9 and 105 that
the resale with be “concurrent” with the initial public offering, as it appears that the Resale Shareholder will sell its shares
only once the primary offering is close and the shares are listed on the Nasdaq.

RESPONSE: We respectfully advise the Staff
that we have revised the Explanatory Section of the prospectus to state that the Resale Shareholder will sell its shares only once such
shares are listed on the Nasdaq and our disclosure on the relevant pages throughout the prospectuses that the resale will not be concurrent
with the initial public offering. Specifically, we have revised our disclosure in the Explanatory Note section from stating that (i) “The
Resale Shareholder have represented to the Registrant that they will consider selling some or all of their respective Class A Ordinary
Shares registered pursuant to this registration statement immediately after the pricing of the public offering […]” to “The
Resale Shareholder have represented to the Registrant that they will consider selling some or all of their respective Class A Ordinary
Shares registered pursuant to this registration statement immediately after the listing of the Class A Ordinary Shares on Nasdaq […]”,
and (ii) removed the words “concurrently or” from the sentence “As a result, the sales of our Class A Ordinary Shares
registered in this registration statement will result in two offerings by the Registrant taking place concurrently or sequentially […]”
such that it now reads as “As a result, the sales of our Class A Ordinary Shares registered in this registration statement will
result in two offerings by the Registrant taking place sequentially […]”

Additionally, on page 116 of the F-1/A and page Alt-1
of the Resale Prospectus, we have removed the word “concurrent” from (i) the sentence “Furthermore , each of our Directors
and Executive Directors and our 5% or greater shareholders, except for the Resale Shareholder in the concurrent resale being registered
in the registration statement of which this prospectus forms a part […],” and (ii) from the sentence “34,800,000 Class
A Ordinary Shares will be outstanding after this offering, assuming the issuance and sale of 1,500,000 Class A Ordinary Shares in the
concurrent initial public offering” respectively.

Resale Shareholder, page Alt-2

3. Please revise to disclose the nature of any position, office,
or other material relationship which the Resale Shareholder has had within the past three years with the registrant or any of its predecessors
or affiliates. In addition, revise to disclose the natural persons who control the Resale Shareholder who have had a material relationship
with the registrant or any of its predecessors or affiliates within three years prior to the fling of the registration statement. Refer
to Item 507 of Regulation S-K. Also revise to disclose when and under what circumstances the Resale Shareholder received its shares of
the registrant that are intended to be part of the resale transaction, as well as whether the Resale Shareholder is a broker-dealer,
affiliate of a broker-dealer, or otherwise in the business of underwriting securities.

RESPONSE: We respectfully advise the Staff
that we have revised the disclosure on page Alt-2 that the Resale Shareholder has not had any position, office, or other material relationship
with the registrant or any of its predecessors of affiliates.

Zhang Fan, a director, shareholder and spouse
to the chairman and CEO of the Registrant, in a personal capacity, sought the expertise of the Resale Shareholder for corporate strategy and director
advisory services. This engagement was formalized through a separate consulting agreement executed by the parties on December 1, 2022.
The scope of work covered by this agreement included advice on internal control procedures, board-level guidance, goal alignment, succession
planning, leadership development, stakeholder management, estate planning, and coordination with relevant personnel. As compensation for
these consulting services, Zhang Fan agreed to provide the Resale Shares of the Registrant to the Resale Shareholder. We have revised page Alt-2 of the Resale Prospectus to disclose the circumstances under which the Resale Shareholder received these shares.

The Resale Shareholder is an indirect subsidiary of
VCI Global Limited (“VCI”), a Nasdaq-listed and SEC-reporting company. It holds this position by virtue of being a direct
wholly owned subsidiary of V Capital Quantum Sdn. Bhd. (“VCQ”), which, in turn, is a direct wholly owned subsidiary of V Capital
Kronos Berhad, which in turn is a direct wholly owned subsidiary of VCI Global Limited. For the purposes of preparing for the initial
public offering, the Registrant had previously engaged in a consulting agreement with VCQ, as disclosed in exhibit 10.11. We have revised
page Alt-2 of the Resale Prospectus to disclose the relationship between the entities.

The diagram below depicts the relationship between VCI, VCQ, V Capital
Kronos Berhad and the Resale Shareholder. More information pertaining to the VCI group’s corporate structure can also be found at
on page 15 of VCI’s 20-F filing at:

https://www.sec.gov/ixviewer-plus/ix.xhtml?doc=/Archives/edgar/data/0001930510/000157587223000741/vcig-20221231.htm

The Resale Shareholder is not a broker-dealer,
affiliate of a broker-dealer, or otherwise in the business of underwriting securities.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Fu Xiaowei

    Fu Xiaowei

    Chairman

United States securities and exchange commission logo
March 7, 2024
Fu Xiaowei
Chief Executive Officer
YY Group Holding Ltd.
60 Paya Lebar Road
#05-43 Paya Lebar Square
Singapore 409051
Re:YY Group Holding Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed February 13, 2024
File No. 333-275486
Dear Fu Xiaowei:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 21, 2023 letter.
Amendment 3 to Form F-1 filed February 13, 2024
Exhibit 5.1, page i
1.Please revise so that Section 8 does not apply to investors in this offering. In this regard,
we note that it is inappropriate to include provisions that may operate as a disclaimer or
waiver of rights. Refer to Section 14 of the Securities Act of 1933, as amended.
Explanatory Note
2.We note your statement that the Resale Shareholder may sell its shares after the pricing of
the public offering. Please revise to state, as you do elsewhere in the prospectuses, that the
Resale Shareholder will sell its shares only once such shares are listed on the Nasdaq.
Also revise your disclosure on pages 9 and 105 that the resale with be "concurrent" with
the initial public offering, as it appears that the Resale Shareholder will sell its shares only

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 March 7, 2024 Page 2
 FirstName LastName
Fu Xiaowei
YY Group Holding Ltd.
March 7, 2024
Page 2
once the primary offering is close and the shares are listed on the Nasdaq.
Resale Shareholder, page Alt-2
3.Please revise to disclose the nature of any position, office, or other material relationship
which the Resale Shareholder has had within the past three years with the registrant or any
of its predecessors or affiliates. In addition, revise to disclose the natural persons who
control the Resale Shareholder who have had a material relationship with the registrant or
any of its predecessors or affiliates within three years prior to the fling of the registration
statement. Refer to Item 507 of Regulation S-K. Also revise to disclose when and under
what circumstances the Resale Shareholder received its shares of the registrant that are
intended to be part of the resale transaction, as well as whether the Resale Shareholder is a
broker-dealer, affiliate of a broker-dealer, or otherwise in the business of underwriting
securities.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

YY Group Holding Ltd.

60 Paya Lebar Road

#05-43 Paya Lebar Square

Singapore 409051

February 12, 2024

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, DC 20549

Attn: Mr. Scott Anderegg

Ms. Lilyanna Peyser

Ms. Amy Geddes

Ms. Angela Lumley

    Re:
    YY Group Holding Ltd.

    Amendment No.2 to Registration Statement on Form F-1

    Submitted January 8, 2024

    File No. 333-275486

Dear Mr. Scott Anderegg, Ms. Lilyanna Peyser,
Ms. Amy Geddes, Ms. Angela Lumley,

This letter is in response to your letter on February
1, 2024, in which you provided comments to the Amendment No.2 to the Registration Statement on Form F-1/A (the “Registration Statement”)
of YY Group Holding Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission on January 8, 2024. On the
date hereof, the Company has submitted an Amendment No. 3 to the Registration Statement (“F-1/A3”). We set forth below in
bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

Amendment 2 to Form F-1 filed January 8, 2024

Business, page 61

    1.
    You state that you pay your users, credit salaries, and employ a rewards program via the e-wallet function in the YY Pay/YY App, and that users make transactions within YY Pay through e-wallet. However, you also state that the YY Pay and e-wallet features have been discontinued. Please thoroughly revise your disclosure regarding the manner in which your offerings of products and services currently operate without these features, as well as how the discontinuation of such features have impacted or may impact your results of operations and business operations (quantitatively and qualitatively). Also explain any difference between YY Pay and YY App.

RESPONSE: We respectfully advise the Staff that we revised the disclosure throughout the Registration Statement to reflect our offerings of products
and services currently operate without these features. To address the comment “[p]lease thoroughly revise your disclosure regarding
[…] how the discontinuation of such features have impacted or may impact your results of operations and business operations (quantitatively
and qualitatively)”, we added a paragraph titled “Discontinued Features in the YY App” under the section “Business
– Our Services – Manpower Outsourcing services – a. User Interface” on page 67 of the F-1/A3 to disclose that
YY Pay was one of the features in the YY App, and that with the discontinuation of YY Pay and e-wallet features, payments are now transferred
directly to the user’s bank account instead of going through the E-Wallet. No revenue has been generated from the YY Pay or e-wallet
features since launch. The discontinued features does not and will not have any significant impact on the result of operations or the
business operations. We have also removed licenses and regulations on page 82, 90 and 96 that are no longer applicable due to the discontinuation
of YY Pay and w-wallet features.

Compensation of Executive Directors and Executive
Officers, page 101

    2.
    Please update this disclosure as of the most recently completed fiscal year.

RESPONSE: We respectfully advise the Staff
that we updated the disclosure on page 101 of the F-1/A3 to include that for the fiscal year ended December 31, 2023, we paid an aggregate
of approximately US$449,068 in cash to our Executive Directors and Executive Officers.

Consolidated Financial Statements

General, page F-1

    3.

    Please revise your filing to include December
    31, 2023 audited financial statements as required by I Item 8.A.4 of Form 20-F. Alternately, please file a representation as an exhibit
    to your filing that states that YY Group Holding Ltd. is not required to comply with the 12-month requirement of audited financial
    statements in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable
    or involves undue hardship. Refer to Instruction 2 of Item 8.A.4 of Form 20-F.

RESPONSE: We respectfully advise the Staff
that a waiver has been field as exhibit 99.9 to the F-1/A3.

Exhibit 5.1

    4.
    We note your statement in Section 7.1 that the opinion is for the benefit of only the Addressees. Limitations on reliance are not acceptable, and purchasers of securities in the offering are entitled to rely on the opinion. Please revise to remove this limitation on reliance. Refer to Section I.B.3.d of Staff Legal Bulletin No. 19.

RESPONSE: We respectfully advise the Staff
that a revised opinion has been filed as exhibit 5.1 to the F-1/A3.

Exhibit 5.2

    5.
    The opinion states that counsel is relying on the legal opinion of Mourant Ozannes regarding matters under "the law of the Cayman Islands." However, Mourant Ozannes' opinion appears to be limited to the laws of the British Virgin Islands. Please revise or advise.

RESPONSE: We respectfully advise the Staff
that a revised opinion has been filed as exhibit 5.2 to the F-1/A3.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Fu Xiaowei

    Fu Xiaowei

    Chairman

United States securities and exchange commission logo
February 1, 2024
Fu Xiaowei
Chief Executive Officer
YY Group Holding Ltd.
60 Paya Lebar Road
#05-43 Paya Lebar Square
Singapore 409051
Re:YY Group Holding Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed January 8, 2023
File No. 333-275486
Dear Fu Xiaowei:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 21, 2023 letter.
Amendment 2 to Form F-1 filed January 8, 2024
Business, page 61
1.You state that you pay your users, credit salaries, and employ a rewards program via the
e-wallet function in the YY Pay/YY App, and that users make transactions within YY Pay
through e-wallet. However, you also state that the YY Pay and e-wallet features have been
discontinued. Please thoroughly revise your disclosure regarding the manner in which
your offerings of products and services currently operate without these features, as well as
how the discontinuation of such features have impacted or may impact your results of
operations and business operations (quantitatively and qualitatively). Also explain any
difference between YY Pay and YY App.

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 February 1, 2024 Page 2
 FirstName LastName
Fu Xiaowei
YY Group Holding Ltd.
February 1, 2024
Page 2
Compensation of Executive Directors and Executive Officers, page 101
2.Please update this disclosure as of the most recently completed fiscal year.
Consolidated Financial Statements
General, page F-1
3.Please revise your filing to include December 31, 2023 audited financial statements as
required by I Item 8.A.4 of Form 20-F.  Alternately, please file a representation as an
exhibit to your filing that states that YY Group Holding Ltd. is not required to comply
with the 12-month requirement of audited financial statements in any other jurisdiction
outside the United States and that complying with the 12-month requirement is
impracticable or involves undue hardship.  Refer to Instruction 2 of Item 8.A.4 of Form
20-F.
Exhibit 5.1
4.We note your statement in Section 7.1 that the opinion is for the benefit of only the
Addressees. Limitations on reliance are not acceptable, and purchasers of securities in the
offering are entitled to rely on the opinion. Please revise to remove this limitation on
reliance. Refer to Section I.B.3.d of Staff Legal Bulletin No. 19.
Exhibit 5.2
5.The opinion states that counsel is relying on the legal opinion of Mourant Ozannes
regarding matters under "the law of the Cayman Islands." However, Mourant Ozannes'
opinion appears to be limited to the laws of the British Virgin Islands. Please revise or
advise.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

YY
Group Holding Ltd.

60
Paya Lebar Road

#05-43
Paya Lebar Square

Singapore
409051

January 8, 2024

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 December 8, 2023

    File No. 333-275486

    CIK No. 0001985337

Dear
Mr. Scott Anderegg,

This
letter is in response to your letter on December 21, 2023, in which you provided comments to the Registration Statement on Form F-1/A
(the “Registration Statement”) of YY Group Holding Ltd. (the “Company”) filed with the U.S. Securities and Exchange
Commission on December 8, 2023. On the date hereof, the Company has submitted an Amendment No. 2 to the Registration Statement (“F-1/A2”).
We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

Amendment
No. 1 to Form F-1 filed December 8, 2023

Exhibit
5.2 , page i

 1. We
note counsel’s revisions to their opinion in response to our prior comment 6. We presume that Ortoli Rosenstadt LLP is relying
on the legal opinion of Mourant Ozannes (at exhibit 5.1) that the registrant is validly existing, has the power to create the obligation
and has taken the required steps to authorize entering into the obligation under the law of the jurisdiction of organization. If so,
counsel’s opinion must be revised to state as much and the opinion of Mourant Ozannes must state that Ortoli Rosenstadt LLP may
rely on it. Refer to Section II.B.1.f. of Staff Legal Bulletin No. 19 located at our website, for guidance.

RESPONSE:
We respectfully advise the Staff that Ortoli Rosenstadt LLP has revised their exhibit 5.2 opinion to state that Ortoli Rosenstadt LLP
is relying on the legal opinion of Mourant Ozannes (at exhibit 5.1) that the Company has the corporate power and capacity to enter into,
and perform its obligations under, the Underwriter Warrant and has taken the necessary corporate action to authorise its execution of,
and performance of its obligations under, the Underwriter Warrant under the law of the British Virgin Islands. Mourant Ozannes has also revised
their exhibit 5.1 opinion to state that Ortoli Rosenstadt LLP may rely on their opinion by adding Ortoli Rosenstadt as an addressee to
their 5.1 opinion.

Resale
Prospectus, page Alt-i

 2. We
note your response and revisions in response to our prior comment 7. Please augment your disclosure to detail the actual number of votes
per share to which each class of common stock is entitled.

RESPONSE:
We respectfully advise the Staff that we have revised the cover page of the resale prospectus to state that each Class B share is entitled
to twenty (20) votes and each Class A share is entitled to one (1) vote.

 3. We
note your revisions in response to prior comment 9. You state that shares sold by VCC will take place at an assumed price within the
range you provide, and yet you go on to state that no sales of shares will occur until the Class A Ordinary Shares begin trading on the
NASDAQ. Revise to provide a fixed price at which shares may be sold until your Class A Ordinary Shares are listed or quoted on an established
public trading market.

RESPONSE: We respectfully advise the Staff that no
shares will be sold by VCC at any price range provided, and any sales of resale shares will only occur when Class A Ordinary Shares begin
trading on the NASDAQ.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Fu Xiaowei

    Fu Xiaowei

    Chairman

United States securities and exchange commission logo
December 21, 2023
Fu Xiaowei
Chief Executive Officer
YY Group Holding Ltd.
60 Paya Lebar Road
#05-43 Paya Lebar Square
Singapore 409051
Re:YY Group Holding Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed December 8, 2023
File No. 333-275486
Dear Fu Xiaowei:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 5, 2023 letter.
Amendment No. 1 to Form F-1 filed December 8, 2023
Exhibit 5.2, page i
1.We note counsel's revisions to their opinion in response to our prior comment 6. We
presume that Ortoli Rosenstadt LLP is relying on the legal opinion of Mourant Ozannes
(at exhibit 5.1) that the registrant is validly existing, has the power to create the obligation
and has taken the required steps to authorize entering into the obligation under the law of
the jurisdiction of organization. If so, counsel's opinion must be revised to state as much
and the opinion of Mourant Ozannes must state that Ortoli Rosenstadt LLP may rely on
it. Refer to Section II.B.1.f. of Staff Legal Bulletin No. 19. located at our web-site, for
guidance.

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 December 21, 2023 Page 2
 FirstName LastName
Fu Xiaowei
YY Group Holding Ltd.
December 21, 2023
Page 2
Resale Prospectus, page i
2.We note your response and revisions in response to our prior comment 7. Please augment
your disclosure to detail the actual number of votes per share to which each class of
common stock is entitled.
3.We note your revisions in response to prior comment 9. You state that shares sold by VCC
will take place at an assumed price within the range you provide, and yet you go on to
state that no sales of shares will occur until the Class A Ordinary Shares begin trading on
the NASDAQ. Revise to provide a fixed price at which shares may be sold until your
Class A Ordinary Shares are listed or quoted on an established public trading market.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
December 5, 2023
Fu Xiaowei
Chief Executive Officer
YY Group Holding Ltd.
60 Paya Lebar Road
#05-43 Paya Lebar Square
Singapore 409051
Re:YY Group Holding Ltd.
Registration Statement on Form F-1
Filed November 13, 2023
File No. 333-275486
Dear Fu Xiaowei:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.
Dilution, page 31
2.Please reconcile the underwriting discounts, commissions and estimated offering expenses
of $1.805 presented here ($0.315 million plus $1.49 million) to that as presented on page
28 of $1.96 million.
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

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 December 5, 2023 Page 2
 FirstName LastNameFu Xiaowei
YY Group Holding Ltd.
December 5, 2023
Page 2
tangible book value per share. Further, please revise your disclosure to include historical
net tangible book value.
YY Group Holding Limited and Its Subsidiaries
Notes to Unaudited Interim Condensed Consolidated Financial Statements
2. Revision of Prior Period Financial Statements, page F-48
4.Please revise your disclosure to state the financial statements have been restated not
revised in accordance with ASC 250-10-50-7.
Exhibit 5.1
5.Please revise to include an opinion on the legality of the shares being offered for resale.
Also delete as inappropriate the assumption in Section 2.5(a) regarding the authority of
the Company signatories and the assumption in Section 2.8 that the Company has
executed the relevant documents.
Exhibit 5.2
6.We note that the fifth paragraph limits the opinion to "the Securities Act and the rules and
regulations of the SEC promulgated thereunder"; please revise to opine on the laws of the
relevant jurisdiction(s). Also delete as inappropriate the assumption in section (iii) of the
third paragraph that the Company has authorized, executed, delivered and performed all
relevant documents.
Resale Prospectus, page Alt-i
7.Please revise the cover page of the resale prospectus to disclose, as you do on the cover
page of the primary prospectus, the nature of your capital structure, the disparate voting
rights of the two classes of ordinary shares, your status as a controlled company, the
ownership/voting power of Mr. Fu Xiaowei, and the consequences of such
ownership/voting power.

8.We note your disclosure that shares sold by the selling stockholder prior to your stock
being listed will be "at an assumed price between US$4.00 and US$5.00." However, we
also note that no shares will be sold by the selling stockholder "until the Class A Ordinary
Shares sold in [y]our initial public offering begin trading on the Nasdaq." Please revise for
consistency and accuracy; state, if true, that the resale offering is contingent on the listing
of your Class A Ordinary Shares on the Nasdaq and that the resale offering will not begin
until such listing occurs.
9.Please revise the cover page of the resale prospectus to state that you are offering
1,500,000 Class A Ordinary Shares in an underwritten initial public offering. State, if true,
that the resale offering will not occur in the event you do not consummate the initial
public offering.

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 December 5, 2023 Page 3
 FirstName LastName
Fu Xiaowei
YY Group Holding Ltd.
December 5, 2023
Page 3
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
September 14, 2023
Fu Xiaowei
Chief Executive Officer
YY Group Holding Ltd.
60 Paya Lebar Road
#05-43 Paya Lebar Square
Singapore 409051
Re:YY Group Holding Ltd.
Draft Registration Statement on Form F-1
Submitted August 18, 2023
CIK No. 0001985337
Dear Fu Xiaowei:
            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.
Form F-1 filed August 18, 2023 as a Draft Registration Statement
Cover Page
1.In light of your dual-class capital structure, please revise your disclosure as follows:

•Please disclose the percentage of outstanding shares the Class B ordinary
shareholders must maintain to continue control the outcome of matters submitted to
shareholders for approval.

•Please also disclose that your capital structure may have anti-takeover effects
preventing a change in control transaction that Class A ordinary shareholders might

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 September 14, 2023 Page 2
 FirstName LastNameFu Xiaowei
YY Group Holding Ltd.
September 14, 2023
Page 2
consider in their best interest.

•Further, please disclose your controlling shareholder(s)' ability to control matters
requiring shareholder approval, including the election of directors, amendment of
organizational documents, and approval of major corporate transactions, such as a
change in control, merger, consolidation, or sale of assets.  Include this disclosure on
your prospectus cover page.

•In addition, please disclose that future issuances of Class B ordinary shares may be
dilutive to Class A ordinary shareholders.  Make conforming changes to your risk
factor disclosure.
About This Prospectus, page ii
2.In the last sentence of the paragraph, you state that you “have not independently verified
the data.”  Under the federal securities laws, the company is responsible for all
information contained within its registration statement and should not include language
that suggests otherwise.  Please delete this statement.
Prospectus Summary, page 1
3.Please balance your disclosure of the increase in revenues for the years ended December
31, 2021 and December 31, 2022 by including the increase in cost of revenue for the same
time periods.
We depend on a small number of individuals who constitute our current management., page 10
4.Please revise the risk factor to identify the senior managers and key personnel upon whom
you depend.
Enforcement of Civil Liabilities, page 23
5.Please expand your disclosures to address an investor's ability to effect service of process
within the United States on the foreign private issuer or any person.
Management Discussion and Analysis of Financial Condition and Results of Operations, page 30
6.Please describe, and quantify to the extent possible, any known trends and uncertainties
that have had or that you reasonably expect will have a material favorable or unfavorable
impact on your revenue or results of operations, in light of the impact of COVID-19 on
your business.  For example, quantify the reduction or increase in your sales or revenues
during these periods.  Also, expand your disclosure regarding the impact of the COVID-
19 pandemic on your business to include the government's Job Support Scheme.  Please
detail how much longer you will receive these funds from the government.
7.On page 35 you state that "management is of the opinion that the Company has sufficient
funds to meet its working capital requirements and debt obligations, for at least the next

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 September 14, 2023 Page 3
 FirstName LastNameFu Xiaowei
YY Group Holding Ltd.
September 14, 2023
Page 3
12 months from the issuance date of the consolidated financial statements."  Please revise
to update this statement as of a recent date, as well as to clarify whether such statement
depends on receipt of the proceeds of this offering.
Results of Operations
Comparison of Years Ended December 31, 2022 and 2021, page 32
8.Please expand your discussion to provide a quantified analysis of the significant drivers
behind he material changes in your results of operations.  For each period discussed,
please quantify the changes and the impact of the changes on the material drivers and
discuss the underlying causes for these changes.  In addition, please provide information
regarding the impact of foreign currency fluctuations on the results of the company as
appropriate. Please refer to Item 5 of Form 20-F.
Internal Control over Financial Reporting, page 41
9.We note your disclosure considering your “material weaknesses” in your internal control
over financial reporting, as defined in the standards established by the PCAOB, and other
control deficiencies.  Please provide a risk factor that addresses this issue.
Expand business and operations through acquisitions, joint ventures and/or strategic alliances,
page 71
10.We note your disclosure that you "plan to explore opportunities to collaborate with
suitable partners in related industries through strategic alliances, joint ventures,
acquisitions, and investments."  Please expand your disclosure in this section to more fully
discuss your acquisition strategy, including the factors that you will consider in deciding
whether or not to acquire complementary businesses.  Please also revise to indicate any
acquisition that are currently under consideration and describe them or, if none are
currently under consideration, please state this.
Related Party Transactions, page 95
11.We note V Capital Quantum Sdn Bhd was a founding shareholder.  Please revise your
disclosure to include the consulting fee that V Capital Quantum Sdn Bhd will receive in
connection with the offering and briefly describe the services provided.  If any insiders are
members of V Capital Quantum Sdn Bhd, please disclose that as well.  If you do not
believe that V Capital Quantum Sdn Bhd is a related party, please provide us with your
analysis.  Please also update the related party balances on page 96 as of a recent date.
General
12.Please provide us with supplemental 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, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of

 FirstName LastNameFu Xiaowei
 Comapany NameYY Group Holding Ltd.
 September 14, 2023 Page 4
 FirstName LastName
Fu Xiaowei
YY Group Holding Ltd.
September 14, 2023
Page 4
those communications. Please contact the staff member associated with the review of this
filing to discuss how to submit the materials, if any, to us for our review.
            You may contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services