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United States securities and exchange commission logo
October 14, 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. 1 to
Draft Registration Statement on Form F-1
Submitted September
28, 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 August 16, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1. We note your response
to prior comment 2. Please expand your disclosure on the cover
page and in the
prospectus summary to expressly discuss the recent statements by the PRC
government, including
those related to the use of VIEs, data security and anti-monopoly
concerns. In addition,
please ensure that the prospectus summary addresses all of the risks
highlighted on the
cover page. Specifically, the company should disclose the risk that the
PRC government may
intervene with or influence its operations at any time and that the
PRC government has
recently published new policies that significantly affected certain
Pun Leung Liu
YXT.COM Group Holding Limited
October 14, 2021
Page 2
industries such as the education and internet industries, and the
company cannot rule out
the possibility that it will in the future release regulations or
policies that could adversely
affect the company s business, financial condition and results of
operations.
Prospectus Summary, page 1
2. Please refer to prior comment 9 and revise your risk factor summary to
discuss
uncertainties that rules and regulations in China can change quickly
with little advance
notice, and the risk that the Chinese government may intervene or
influence your
operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of your ADSs. Acknowledge any
risks that any actions
by the Chinese government to exert more oversight and control over
offerings that are
conducted overseas and/or foreign investment in China-based issuers
could significantly
limit or completely hinder your ability to offer or continue to offer
securities to investors
and cause the value of such securities to significantly decline or be
worthless.
Key Operating Metrics
Customer Metrics, page 28
3. We note your response to prior comment 16; however, we believe that
presentation of the
2019 net revenue retention rate is useful for understanding the trend
in organic customer
revenue growth prior to the acquisition of CEIBS. Please revise to
disclose the net
revenue retention rate for 2019.
Contribution Margin, page 29
4. We note your response to prior comment 13. Revise to remove the
adjustment for fixed
compensation expense as this appears to violate the guidance in
Question 100.01 of the
Non-GAAP C&DIs. In this regard, we note that compensation is a normal,
recurring cash
operating expense necessary to operate your business and therefore
should not be
excluded from a performance measure. Also, since Contribution Margin
is a non-GAAP
measure, these disclosures should be moved back to the Non-GAAP
Measures section of
your filing.
Risk Factors
Risks Related to Doing Business in China
Uncertainties with respect to the PRC legal system..., page 61
FirstName LastNamePun Leung Liu
5. Please separately highlight the risk that the Chinese government may
intervene or
Comapany NameYXT.COM
influence Group
your operations Holding
at any time, Limited
which could result in a material
change in your
operations and/or
October 14, 2021 Page 2 the value of your ADSs.
FirstName LastName
Pun Leung Liu
FirstName
YXT.COMLastNamePun Leung Liu
Group Holding Limited
Comapany
October 14,NameYXT.COM
2021 Group Holding Limited
October
Page 3 14, 2021 Page 3
FirstName LastName
Unaudited Condensed Consolidated Financial Statements
Note 18. Subsequent Events, page F-116
6. We note that you granted stock options and restricted shares in
September 2021. We also
note that ordinary shares were transferred for no consideration and
share-based
compensation expense was recorded. Please tell us the fair value of
the underlying
ordinary shares used to value each award. Please continue to update
this analysis through
effectiveness of the registration statement for any subsequent
share-based awards granted.
General
7. We continue to consider your response to prior comment 31.
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,
Division of
Corporation Finance
Office of
Technology
cc: Li He