United States securities and exchange commission logo





                             May 12, 2020

       Tao Yang
       Chief Executive Officer
       Yalla Group Limited
       #238, Building 16, Dubai Internet City
       Dubai, United Arab Emirates

                                                        Re: Yalla Group Limited
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 15,
2020
                                                            CIK No. 0001794350

       Dear Mr. Yang:

              We have reviewed your 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.

       Draft Registration Statement on Form F-1

       Prospectus Summary, page 1

   1.                                                   Please revise to
clarify whether the 36.4 million registered users as of December 31, 2019
                                                        reflects the number of
registered users over a discrete time period or whether this number
                                                        represents all users
who have ever registered an account on your platform. In addition,
                                                        provide context
regarding the 4.3 million users who visited your platform in the last
                                                        quarter of 2019 by
disclosing the number of paying users in the same period.
       You, as holders of ADSs, may have fewer rights, page 40

   2.                                                   We note your statement
that the minimum notice period required to convene a general
                                                        meeting is ten "clear
days." Please define this term.
 Tao Yang
FirstName LastNameTao Yang
Yalla Group Limited
Comapany NameYalla Group Limited
May 12, 2020
Page 2
May 12, 2020 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating Metrics , page 60

3.       Explain the spike in the number of paying users in the three month
period ended June 30,
         2019 and the subsequent drop in the number of paying users in the
three month period
         ended September 30, 2019.
Industry Overview, page 71

4.       Please disclose the source of the statistical predictions and historic
figures regarding the
         countries' economic growth, mobile internet penetration rates, and
online social
         networking and entertainment penetration rates.
Our Business
Technology, page 89

5.       You disclose here that you rely on third-party technology to operate
critical functions of
         your business, including live audio streaming capabilities and
cloud-based network
         infrastructure. In particular, we note your disclosure that there are
only a limited number
         of providers of high quality audio processing solutions in the market.
Please discuss the
         material terms of your agreements with these third-party service
providers, including but
         not limited to, the term and termination provisions.
Principal Shareholders, page 117

6.       You disclose that in February 2018, Mr. Xuecai Feng, in conjunction
with Mr. Tao Yang
         and Mr. Jianfeng Xu, entered into a voting agreement to vote their
shares in the company
         together. Please disclose the number of shares that are held by Mr.
Xuecai Feng.
          Disclose any material relationships between Xuecai Feng and the
company. In this
         regard, we note that Mr. Feng is a not an executive officer, director,
or principal
         shareholder.
Financial Statements
1. Description of Business and Organization
(b) Organization, page F-9

7.       You indicated that since the Company, FYXTech BVI and Shenzhen Yale
were all under
         common control of the Co-founders immediately before and after the
reorganization, the
         transfer of business operations of FYXTech BVI and Shenzhen Yale has
been accounted
         for in a manner similar to a pooling of interest. Please tell us the
basis for your conclusion
         that the entities were under common control for all periods. Identify
for us the significant
         shareholders of each entity and indicate the voting percentage they
held in each entity
         prior to the reorganization. Explain to us the nature and terms of the
agreement among the
         Co-founders to vote in concert, including the date of the agreement,
the amount of any
         consideration paid, and the identity of the individuals.
 Tao Yang
Yalla Group Limited
May 12, 2020
Page 3
2. Summary of Significant Accounting Policies
(x) Statutory Reserve, page F-16

8.    We note the restrictions on the ability of your subsidiaries to transfer
funds to the
      Company. Please explain to us your consideration of presenting
Parent-only financial
      statements in accordance with Rules 5-04 and 12-04 of Regulation S-X.
7. Share-Based Compensation, page F-24

9.    Please quantify on page F-25 the total amount of compensation expense
that will be
      recognized as a result of options vesting upon the completion of your
IPO. Also, provide
      a quantified, forward-looking discussion of the impact of the cumulative
vesting in
      MD&A.
11. Related Party Transactions, page F-29

10.   Explain to us your basis under GAAP for not reporting the loans to your
Co-founders in
      your financial statements, i.e. on your balance sheet and statements of
cash flows.
General

11.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
        You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with
any other questions.



                                                            Sincerely,
FirstName LastNameTao Yang
                                                            Division of
Corporation Finance
Comapany NameYalla Group Limited
                                                            Office of
Technology
May 12, 2020 Page 3
cc:       Yi Gao
FirstName LastName