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United States securities and exchange commission logo
November 3, 2021
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. 2 to
Draft Registration Statement on Form F-1
Submitted October
25, 2021
CIK No. 0001872090
Dear Mr. Liu:
We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are
to comments in our
October 14, 2021 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1. We note your disclosure
in the prospectus summary on pages 9 and 10 relating to the
transfer of funds
throughout your organization. Please expand your disclosure on the
prospectus cover page
to provide a description of how cash is transferred through your
organization and state
whether any transfers, dividends, or distributions have been made
to date.
Pun Leung Liu
FirstName
YXT.COMLastNamePun Leung Liu
Group Holding Limited
Comapany 3,
November NameYXT.COM
2021 Group Holding Limited
November
Page 2 3, 2021 Page 2
FirstName LastName
Key Operating Metrics, page 27
2. We note your revised disclosures in response to prior comment 3.
Please revise to more
clearly explain the fluctuations in your net revenue retention rate of
premium customers
from period-to-period. In this regard, we note that the rate decreased
between 2019 and
2020, but then increased on a pro forma basis between 2020 and June
30, 2021. Please
more thoroughly explain the reason(s) for these fluctuations.
General
3. With respect to your response to prior comment 31 of our August 16,
2021 letter, we have
the following comments:
Your response indicates that the status of the Company under
the Investment
Company Act of 1940 (the 1940 Act ) depends in part on the
Company s ability to
rely on the exemption provided by Rule 3a-8 under the 1940 Act.
In SEC Release No.
IC-26077, the release adopting Rule 3a-8, the Commission
emphasized that reliance
on this exemption necessitates continuous adherence to its
requirements and that the
key investment percentage limits are applicable at all times
that an R&D company
seeks to rely on the rule. Please revise to include
comprehensive investment
company status risk disclosure that describes the Company s
legal position, addresses
the investment and other constraints associated with continuous
adherence to Rule
3a-8, and informs investors of the consequences of being deemed
an investment
company. Please also provide us with an analysis of the Company
s status under the
1940 Act if it were to cease being an R&D company able to rely on
Rule 3a-8.
We understand that your analysis of the 1940 Act status of
Yunxuetang Information
Technology (Jiangsu) Co., Ltd. and Fenge Enterprise Management
Consulting
(Shangai) Co., Ltd. (the WFOEs ) depends upon your
determination that, for
purposes of the 1940 Act, certain variable interest entities
(Jiangsu Yunxuetang
Network Technology Co., Ltd., Shanghai China Europe International
Culture
Communication Co., Ltd. and Shanghai Fenghe Culture Communication
Co., Ltd.)
(the VIEs ) are controlled by the WFOEs through contractual
arrangements between
the WFOEs, the VIEs, and certain principals. Please provide us
with a description of
the circumstances under which such contracts may be extinguished,
invalidated,
cancelled or otherwise limited by the parties thereto or by any
government or
government agency (including the People s Republic of China)
and discuss the
impact of any such actions on the Company s 1940 Act status.
Pun Leung Liu
YXT.COM Group Holding Limited
November 3, 2021
Page 3
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
FirstName LastNamePun Leung Liu
Division of
Corporation Finance
Comapany NameYXT.COM Group Holding Limited
Office of Technology
November 3, 2021 Page 3
cc: Li He
FirstName LastName