UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2026
Commission
File Number: 001-42026
YYForce
Inc.
60
Paya Lebar Road
#09-13/14/15/16/17
Paya
Lebar Square
Singapore
409051
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Entry
into a Material Definitive Agreement.
On
October 5, 2026, YYForce Inc. (the “Company”) entered into an At The Market Sales Agreement (the “Sales Agreement”)
with Spartan Capital Securities, LLC (“Spartan”), serving as the sales agent (the “Sales Agent”), pursuant to
which the Company may offer and sell, from time to time at its sole discretion through the Sales Agent, Class A Ordinary Shares of no
par value (the “Class A Ordinary Shares”), of the Company up to an aggregate offering price of $20 million (the Class A Ordinary
Shares to be sold pursuant to the Sales Agreement, the “Shares”). The offer and sale of the Shares, if any, will be made
pursuant to the Company’s shelf registration statement on Form F-3 (File Number 333-297406), including the base prospectus contained
therein, which was initially filed with the Securities and Exchange Commission (the “Commission”) on July 13, 2026, and was
declared effective by the Commission on July 23, 2026 and as supplemented by the prospectus supplement, dated October 5, 2026, filed
with the Commission pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended (the “Securities Act”), relating
to the Shares which may be issued from time to time pursuant to the Sales Agreement (the “Prospectus Supplement”).
Under
the Sales Agreement, subject to the terms of the Sales Notice (as defined in the Sales Agreement), the Sales Agent may sell Shares by
any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act, including,
without limitation, sales made directly on or through The Nasdaq Capital Market, on any other existing trading market for the Class A
Ordinary Shares or to or through a market maker. If expressly authorized by the Company, the Sales Agent may also sell the Shares in
privately negotiated transactions.
The
Sales Agent will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including
any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Sales Agent
a placement fee of 3.75% of the gross proceeds from the sale of the Shares sold through the Sales Agent under the Sales Agreement and
will reimburse the Sales Agent for certain expenses in connection with entering into the Sales Agreement.
The
Company is not obligated to make any sales of Shares under the Sales Agreement and no assurance can be given that it will sell any Shares
under the Sales Agreement, or, if it does, as to the price or number of Shares that it will sell, or the dates on which any such sales
will take place.
The
Sales Agreement may be terminated by the Company or Spartan as set forth in the Sales Agreement. Any termination of the Sales Agreement
shall be effective on the date specified in such notice of termination, provided that such termination shall not be effective until the
close of business on the date of receipt of such notice by the Sales Agent or the Company, as the case may be. If such termination shall
occur prior to the settlement date for any sale of the Shares, such sale of the Shares shall settle in accordance with the provisions
of Section 2(b) of the Sales Agreement.
In
addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agent against certain
liabilities, including liabilities under the Securities Act. The Sales Agreement also contains customary representations and warranties
and conditions to the sale of the Shares pursuant thereto.
The
foregoing is not a complete description of the Sales Agreement and is qualified by reference to the full text and terms of the Sales
Agreement, which is filed as Exhibit 10.1 to this current report and incorporated herein by reference.
This
report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor
shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.
The
legal opinion of Mourant Ozannes, British Virgin Islands, counsel to the Company, relating to the legality of the issuance and sale of
the Shares is filed as Exhibit 5.1 hereto.
Incorporation
by Reference
This
report on Form 6-K and the attached exhibits are incorporated by reference into the Company’s registration statements on Form
F-3, as amended (File Nos. 333-297406
and 333-286705), Form S-8
(File Nos. 333-291844, 333-283532,
and 333-284540) and into
each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports
subsequently filed or furnished by the Company under the Securities Exchange Act of 1934, as amended.
EXHIBIT
INDEX
| Exhibit
No. |
|
|
| 5.1 |
|
Opinion of Mourant Ozannes British Virgin Islands |
| 10.1 |
|
Sales Agreement, dated October 5, 2026 between YYForce Inc. and Spartan Capital Securities, LLC. |
| 23.1 |
|
Consent of Mourant Ozannes British Virgin Islands (included in the opinion filed as Exhibit 5.1) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
YYForce
Inc. |
| |
|
|
| Date: October 5, 2026 |
By: |
/s/ Fu Xiaowei |
| |
Name: |
Fu Xiaowei |
| |
Title: |
Chief Executive Officer,
Chairman and Director |
