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United States securities and exchange commission logo
November 10, 2022
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. 4 to
Draft Registration Statement on Form F-1
Submitted October
27, 2022
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. Unless we note otherwise, our references to prior comments are
to comments in our
October 12, 2022 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1
VIE Consolidating Schedule (Unaudited), page 25
1. The line item "Equity
in loss of the Group's entities" and related footnote (2) to the
consolidating statement
of operations implies that the income (loss) of the VIEs is treated
similar to an equity
method investment. Please revise to separately present, and
appropriately label,
amounts related to your subsidiaries, which may be equity method
investments, and
amounts related to the VIEs. For example, amounts related to the VIEs
may be labeled
"Income/(loss) of the VIEs." Similar revisions should be made to the
Investments deficit
to the Group's entities and "Investments to the Group s entities" line
Pun Leung Liu
YXT.COM Group Holding Limited
November 10, 2022
Page 2
items and related footnote in the consolidating balance sheets. For
example, amounts
related to the VIEs may be labeled "Net assets of the VIEs."
Risk Factors
From time to time, we may become defendants in legal proceedings..., page 37
2. We note your disclosure that the other shareholder of CEIBS PG
holding the remaining
40% equity interest, stated publicly that we had infringed its
intellectual property rights
and CEIBS was not aware of and did not recognize the associated share
purchase of
Shanghai China Europe and Shanghai Fenghe by Yunxuetang Network, the
VIEs. With
respect to the dispute involving CEIBS PG, please discuss any
potential risks related to
challenges of your ownership stake in CEIBS PG.
Consolidated Financial Statements
1. Principal Activities and Organization
(b) History of the Group and Basis of Presentation for the Reorganization, page
F-14
3. We note your response and revised disclosures to prior comment 9.
Please further revise
to remove your reference to "ownership" from the percentage of
ownership column in the
VIEs table on pages F-15 and F-85 as this implies you have some kind
of equity
ownership in the VIEs. Please relabel this column so that it
appropriately reflects the fact
that you hold only an economic interest in the VIEs via contractual
arrangements.
General
4. We make reference to the response to our prior comment 31 that you
provided in your
September 28, 2021 letter. Our prior comment 31 requested, in part, that
you provide an
analysis of the status of the Company and its subsidiaries under Section
3(a)(1)(C) of the
1940 Act. Your response focused on the application of Rule 3a-8 under
the 1940 Act and
did not include the requested calculation(s) under Section 3(a)(1)(C).
Although we
understand that it is the Company s intent to rely on Rule 3a-8, we
reissue our request that
you provide all relevant calculations under Section 3(a)(1)(C) (on an
unconsolidated
FirstName LastNamePun Leung Liu
basis), identifying each constituent part of the numerator(s) and
denominator(s). To the
Comapany NameYXT.COM
extent Group
that your analysis Holding
depends Limited
on the legal treatment of subsidiary
entities under
Section
November 3(a)(2)
10, 2022 of the
Page 2 1940 Act, please provide a legal analysis
supporting such treatment.
FirstName LastName
Pun Leung Liu
FirstName
YXT.COMLastNamePun Leung Liu
Group Holding Limited
Comapany 10,
November NameYXT.COM
2022 Group Holding Limited
November
Page 3 10, 2022 Page 3
FirstName LastName
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