YY Group Holdings SEC Filings

YY Group Holding Ltd. shareholder Teo Shao Wei has filed a Schedule 13G reporting beneficial ownership of 3,900,000 Class A ordinary shares, representing 5.728% of this share class. The filing states sole voting and dispositive power over these shares.

The percentage is based on 69,854,062 Class A ordinary shares issued and outstanding as of December 29, 2025, according to the company’s transfer agent. The holder certifies the shares were not acquired for the purpose of changing or influencing control of YY Group.

YY Group Holding Limited has entered into a short-term secured financing, issuing a $1,100,000 Secured Promissory Note to Ault Lending, LLC for a $1,000,000 cash purchase price. The difference reflects an original issuance discount of $80,000 and a $20,000 origination fee, with interest at 10% per year and full repayment due on March 29, 2026.

The loan is secured by 100% of the Class A and Class B ordinary shares in the company held by Chairman and CEO Fu Xiaowei and Executive Director Zhang Fan. If YY Group completes any debt or equity financing before repayment, the lender can require up to 100% of the cash proceeds to repay the note. In default, the interest rate increases to 18% and the lender can exercise customary remedies over the pledged shares.

Approximately $864,643 of the loan proceeds are earmarked to repurchase outstanding warrants issued under a September 11, 2025 securities purchase agreement, with the remainder available for general corporate purposes. The note also adds tight covenants around new share issuances and gives the lender a right of first refusal on many future equity financings during a defined restriction period.

YY Group Holding Limited has entered into agreements to repurchase and cancel outstanding investor warrants first issued in a September 11, 2025 financing. Those warrants related to 9,523,812 Class A ordinary shares sold with one and one half warrants per share at $0.42 per share and accompanying warrants.

Under the new warrant repurchase agreements dated January 27, 2026, YY Group will buy back the warrants at $0.06 per ordinary share issuable upon exercise, for a total purchase price of $857,143, paid in cash. In return, the warrants will be cancelled, and the former warrant holders receive a pro-rata right to participate in one third of any qualifying future equity placements by the company through December 11, 2026.

YY Group Holding Limited has significantly increased the voting power of its Class B Ordinary Shares. On December 31, 2025, shareholders approved amended governing documents changing the voting rights of Class B shares from twenty (20) votes per share to five hundred (500) votes per share, following a resolution passed by a majority of Class A Ordinary shareholders. The amended and restated memorandum and articles of association reflecting this change were filed with the British Virgin Islands Registry of Corporate Affairs on January 16, 2026. Copies of the updated constitutional documents and the shareholder resolution are provided as exhibits.

YY Group Holding Limited submitted a Form 6-K to provide investors with updated information on its performance for the six months ended June 30, 2025. The filing states that the company has furnished unaudited condensed consolidated financial statements, along with notes, for this period. It also includes a management discussion and analysis of its financial condition and results of operations, and a press release summarizing these interim results.

This update is an interim report from a foreign private issuer and is furnished under the Form 20-F reporting framework, giving investors access to mid-year financial and operating details ahead of the company’s next annual filing.

YY Group Holding Limited reported board changes, terminating the appointments of independent directors Lai Wai Kit Andrew and Cheong Hai Poh, effective October 1, 2025. The company appointed Lim Kai Ching as an independent director and chair of the Compensation Committee and Ngoh York Chao Nicholas as an independent director and chair of the Nominating Committee, both effective October 1, 2025.

Each new independent director entered into an offer letter on September 26, 2025 and agreed to receive annual compensation of US$18,000. The filing highlights Mr. Lim’s extensive finance and corporate governance background and Mr. Ngoh’s experience in law, regulatory enforcement, and board governance. The company states that neither has family relationships with its directors or executives and that neither has had related-party transactions requiring disclosure.

YY Group Holding Limited submitted a Form 6-K as a foreign private issuer under the Securities Exchange Act. The report includes a press release dated September 25, 2025 titled “YY Group Secures Five New Luxury Hotel Clients in Thailand,” indicating the company has added five luxury hotel clients in that market.

YY Group Holding Limited filed a Form 6-K as a foreign private issuer to furnish a press release about its latest strategic moves. The press release, dated September 22, 2025, announces planned expansions into the Netherlands aimed at strengthening the company’s presence in the European Union. This filing itself is mainly a notification that the press release has been issued and does not provide additional financial or operational details beyond the stated expansion focus.