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United States securities and exchange commission logo
May 2, 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. 6 to
Draft Registration
Statement on Form F-1
Submitted April 5,
2023
CIK No. 0001872090
Dear Pun Leung 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.
Amendment No. 6 to Draft Registration Statement on Form F-1
General
1. We note that the
Company offers corporate learning solutions that are subscription based,
non-subscription based,
as well as software developed for others through non-subscription
based solutions. Please
tell us the amount of R&D recognized by the Company associated
with the development of
each learning solution. Also, please provide the relevant GAAP
references supporting
recognition of R&D associated with each learning solution revenue
stream.
Pun Leung Liu
YXT.COM Group Holding Limited
May 2, 2023
Page 2
2. The Company indicated that ASC Topic 985-20-25-1 clarifies and
confirms that the costs
of developing an issuer s computer software products are indeed
research and
development costs for purposes of ASC Topic 730 . You disclose that
the Company s
subscription-based services generally do not provide customers with the
right to take
possession of the software supporting the platform. Accordingly, it
appears that your
subscription-based services do not meet the criteria of ASC 985-20-15-5
to be in the scope
of ASC 985-20 and would alternatively be in the scope of ASC 350-40.
Please further
clarify how you have considered the guidance in ASC 350-40 to capitalize
or expense
costs associated with your subscription based service offering.
3. The Company has disclosed that research and development expenses consist
principally of
research and development activities including employee-related costs for
personnel
engaged in content development and technology development, consulting
services, rental
expenses for office space and other costs associated with product
development efforts.
Please clarify how the Company determined whether such expenses
represented cost of
revenues or R&D. Please cite the relevant GAAP guidance. In addition, to
the extent that
you consider content creation to be part of R&D, please describe whether
such expenses
relate to existing cloud-based learning platform subscriptions and
clarify if the company
considers such expenses to be cost of revenues or R&D, citing the
relevant GAAP
guidance.
Please contact Asaf Barouk, Attorney Advisor, at 202-551-4029 with any
questions about
the above. You may contact 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
May 2, 2023 Page 2
cc: Li He
FirstName LastName