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United States securities and exchange commission logo
October 12, 2023
Pun Leung Liu
Chief Financial Officer
YXT.COM Group Holding Limited
Floor 20, Building 2, No. 209, Zhuyuan Road
High-tech District, Suzhou,
Jiangsu, 215011, People s Republic of China
Re: YXT.COM Group
Holding Limited
Amendment No. 7 to
Draft Registration
Statement on Form F-1
Submitted September
15, 2023
CIK No. 0001872090
Dear Pun Leung Liu:
We have reviewed your amended draft registration statement and have
the following
comments.
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 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in
our May 2, 2023 letter.
Amendment No. 7 to Registration Statement on Form F-1
Cover Page
1. Please disclose the
location of the auditor s headquarters on the cover page.
Pun Leung Liu
FirstName
YXT.COMLastNamePun Leung Liu
Group Holding Limited
Comapany
October 12,NameYXT.COM
2023 Group Holding Limited
October
Page 2 12, 2023 Page 2
FirstName LastName
Prospectus Summary, page 6
2. We note your disclosure that you have obtained all approvals required
for your operations
in China. Please expand your disclosure to discuss whether you have
obtained all
permissions or approvals to offer the securities being registered to
foreign investors. Also,
if you determine no permissions are required, provide an explanation
as to whether you
consulted counsel and, if not, why you did not consult counsel and why
you believe you
do not need any permissions or approvals.
VIE Consolidating Schedule (Unaudited), page 23
3. Revise to also include the VIE Consolidating Schedules for June 30,
2023.
General
4. We note the changes you made to your disclosure appearing on the cover
page, Summary
and Risk Factor sections relating to legal and operational risks
associated with operating
in China and PRC regulations. It is unclear to us that there have been
changes in the
regulatory environment in the PRC since the amendments that were filed
on January 10,
2023 and April 5, 2023 warranting revised disclosure to mitigate the
challenges you face
and related disclosures. The Sample Letters to China-Based Companies
sought specific
disclosure relating to the risk that the PRC government may intervene
in or influence your
operations at any time, or may exert control over operations of your
business, which could
result in a material change in your operations and/or the value of the
securities you are
registering for sale. We remind you that, pursuant to federal
securities rules, the term
control (including the terms controlling, controlled
by, and under common control
with ) as defined in Securities Act Rule 405 means the
possession, direct or indirect, of
the power to direct or cause the direction of the management and
policies of a person,
whether through the ownership of voting securities, by contract, or
otherwise. The
Sample Letters also sought specific disclosures relating to
uncertainties regarding the
enforcement of laws and that the rules and regulations in China can
change quickly with
little advance notice. We do not believe that your revised disclosure
referencing the PRC
government s intent to strengthen its regulatory oversight conveys
the same risk. Please
revise.
Pun Leung Liu
FirstName
YXT.COMLastNamePun Leung Liu
Group Holding Limited
Comapany
October 12,NameYXT.COM
2023 Group Holding Limited
October
Page 3 12, 2023 Page 3
FirstName LastName
5. In your September 15, 2023 response letter to our prior comment #1,
you state that
RMB233.1 million and RMB305.5 million were recorded as research and
development
expenses according to ASC 350-40-25 and ASC 730-10-15 for the years
ended December
31, 2021 and 2022 respectively. Topic 350-40-15-7 clarifies which
costs for internal-use
software are included in research and development that may be are
accounted for in
accordance with Subtopic 730-10.
Please identify which paragraph(s) under Subtopic 350-40-15-7 you
are relying on
for your analysis with respect to all research and development
expenses that you
characterize according to Topic 730-10.
Please identify with specificity which expenses you believe are
appropriately
characterized under the paragraphs identified above.
Please contact Brittany Ebbertt at 202-551-3572 or Christine Dietz at
202-551-3408 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alexandra Barone at 202-551-8816 or Jan Woo at 202-551-3453 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Li He