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United States securities and exchange commission logo
June 24, 2024
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. 10 to
Draft Registration Statement on Form F-1
Submitted June 14,
2024
CIK No. 0001872090
Dear Pun Leung Liu:
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 June 10, 2024,
letter.
Amendment No. 10 to Draft Registration Statement on Form F-1 submitted
June 14, 2024
Prospectus Summary
Our Company, page 2
1. We note your response
to prior comment 1. Please tell us how you calculated the
"carrying value of net
liabilities" of CEIBS PG used in the investment test, and whether
such amount represents
the carrying value as defined in Regulation S-X 1-
02(w)(1)(i)(A)(2). If
not, please provide updated test results using the carrying value of
CEIBS PG compared to
total assets of the Company as of December 31, 2023.
Pun Leung Liu
FirstName
YXT.COMLastNamePun Leung Liu
Group Holding Limited
Comapany
June NameYXT.COM Group Holding Limited
24, 2024
June 24,
Page 2 2024 Page 2
FirstName LastName
2. Further regarding your response to prior comment 1, we note your
disclosure on pages
153 and 154 that the deconsolidation of CEIBS PG will have a material
and adverse effect
on your results of operations reflected in your consolidated financial
statements.
Accordingly, please revise here and throughout your filing, to provide
pro forma revenue
and pro forma loss before income tax. Refer to Article 11-01(a)(8) of
Regulation S-X
which requires pro forma financial information for any transaction
that is probable and
would be material to investors.
Please contact Brittany Ebbertt at 202-551-3572 or Chris Dietz at
202-551-3408 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Li He