UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No.1 to
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 July 2025
Commission
File Number 001-42026
YY
Group Holding Limited
60
Paya Lebar Road
#09-13/14/15/16/17
Paya
Lebar Square
Singapore
409051
(Address
of principal executive office)
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 ☐
EXPLANATORY
NOTE
YY Group
Holding Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), is filing this Amendment
No.1 to the Company’s Report on Form 6-K, filed with the U.S. Securities and Exchange Commission on July 7, 2025, for the purpose
of amending and restating in its entirety.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Completion
of Business Acquisitions.
For
the period from January to July 2025, the Company completed a series of transactions to acquire interests in the following entities,
pursuant to their respective purchase agreements:
Acquisition
of Mediaplus Digital Pte. Ltd. As previously disclosed, on October 21, 2024,the Company entered into a Share Purchase Agreement (the
“Mediaplus Agreement”) with Mediaplus Digital Pte. Ltd., a company incorporated under the laws of Singapore (“Mediaplus”),
and its shareholders, pursuant to which the Company agreed to acquire 54% of the total share capital of Mediaplus, for consideration
consisting of:
| ● | a
cash payment in the amount of Singapore Dollars (“S$”) 1,325,000; and |
| ● | 9,260
Class A ordinary shares of the Company. |
The
foregoing is only a brief description of the material terms of the Mediaplus Agreement and does not purport to be a complete description
of the rights and obligations of the parties thereunder. Such description is qualified in its entirety by reference to the full text
of the Mediaplus Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
On
January 2, 2025, the Company completed the acquisition of 54% of the total share capital of Mediaplusand issued 9,260 Class A ordinary
shares of the Company to the shareholders of Mediaplus.
Acquisition
of Property Facility Services Pte. Ltd. As previously disclosed, on January 21, 2025, the Company, entered into a Share Purchase
Agreement (the “PFS Agreement”) with Property Facility Services Pte. Ltd., a company incorporated under the laws of Singapore
(“PFS”), and its shareholders, pursuant to which the Company agreed to acquire approximately 99.99997% of the total share
capital of PFS, for consideration consisting of:
| ● | a
cash payment in the amount of S$816,000; |
| ● | a
deferred cash payment in the amount of S$784,000, payable twelve months from completion,
subject to downward adjustment of up to S$500,000 based on the net asset value of PFS as
of December 31, 2024; and. |
| ● | 143,516
Class A ordinary shares of the Company. |
The
foregoing is only a brief description of the material terms of the PFS Agreement and does not purport to be a complete description of
the rights and obligations of the parties thereunder. Such description is qualified in its entirety by reference to the full text of
the PFS Agreement, a copy of which is filed herewith as Exhibit 1.2 and is incorporated herein by reference
On
February 2, 2025, the Company completed the acquisition of 99.99997% of the total share capital of PFS and issued 143,516 Class
A ordinary shares of the Company to the shareholders of PFS.
Acquisition
of YY Circle (Hong Kong) Company Limited. As previously disclosed, on April 10, 2025, the Company entered into a Share Purchase Agreement
(the “YY Circle HK Agreement”) with YY Circle (HK) Pte. Limited, a company incorporated under the laws of Hong Kong (“YY
Circle HK”), and its shareholder, pursuant to which the Company agreed to acquire 90% of the total share capital of YY Circle HK,
for consideration of 1,900,000 Class A ordinary shares of the Company.
The
foregoing is only a brief description of the material terms of the YY Circle HK Agreement and does not purport to be a complete description
of the rights and obligations of the parties thereunder. Such description is qualified in its entirety by reference to the full text
of the YY Circle HK Agreement, a copy of which is filed herewith as Exhibit 1.3 and is incorporated herein by reference.
On
April 14, 2025, the Company completed the acquisition of 90% of the total share capital of YY Circle HK and issued 1,900,000 Class A
ordinary shares of the Company to the shareholders of YY Circle HK.
Acquisition
of YY Circle (Thailand) Company Limited. As previously disclosed, on May 9, 2025, the Company’s wholly-owned subsidiary, YY
Holding (Thailand) Company Limited, a company incorporated under the law of the Kingdom of Thailand (the “Purchaser”), entered
into a Share Purchase Agreement (the “YY Circle Thailand Agreement”) with YY Circle (Thailand) Company Limited, a company
incorporated under the laws of the Kingdom of Thailand (“YY Circle Thailand”), and its shareholder, who was also a shareholder
of YY Circle HK, pursuant to which the Purchaser agreed to acquire an aggregate of 9,800 issued ordinary shares of YY Circle Thailand,
representing 49% of the total share capital of YY Circle Thailand, for consideration of 2,000,000 Class A ordinary shares of the Company.
The
foregoing is only a brief description of the material terms of the YY Circle Thailand Agreement and does not purport to be a complete
description of the rights and obligations of the parties thereunder. Such description is qualified in its entirety by reference to the
full text of the YY Circle Thailand Agreement, a copy of which is filed herewith as Exhibit 1.4 and is incorporated herein by reference.
On
June 2, 2025, the Company completed the acquisition of 49% of the total share capital of YY Circle Thailand and issued 2,000,000 Class
A ordinary shares of the Company to the shareholder of YY Circle Thailand.
Acquisition
of Transocean Oil Pte. Ltd. As previously disclosed, on May 5, 2025, the Company entered into a Share Purchase Agreement (the “Transocean
Agreement”) with Transocean Oil Pte. Ltd., a company incorporated under the laws of Singapore (“Transocean”), and its
shareholder, pursuant to which the Company agreed to acquire53% of the total share capital of Transocean, for consideration of 4,500,000
Class A ordinary shares of the Company.
The
foregoing is only a brief description of the material terms of the Transocean Agreement and does not purport to be a complete description
of the rights and obligations of the parties thereunder. Such description is qualified in its entirety by reference to the full text
of the Transocean Agreement, a copy of which is filed herewith as Exhibit 1.5 and is incorporated herein by reference
On
June 10, 2025, the Company completed the acquisition of 53% of the total share capital of Transocean and issued 4,500,000 Class A ordinary
shares of the Company to the shareholders of Transocean.
Acquisition
of Uniforce Security Pte. Ltd. As previously disclosed, on June 2, 2025, the Company entered into a Share Purchase Agreement (the
“UFS Agreement”) with Uniforce Security Pte. Ltd., a company incorporated under the laws of Singapore (“UFS”),
and its shareholders, pursuant to which the Company agreed to acquire 100% of the total share capital of UFS, for consideration of S$1,000,000.
The
foregoing is only a brief description of the material terms of the UFS Agreement and does not purport to be a complete description of
the rights and obligations of the parties thereunder. Such description is qualified in its entirety by reference to the full text of
the UFS Agreement, a copy of which is filed herewith as Exhibit 1.6 and is incorporated herein by reference.
On
June 5, 2025, the Company completed the acquisition of 100% of the total share capital of UFS.
Acquisition
of Pesticide Pest Control Pte Ltd. As previously disclosed, on July 1, 2025, the Company entered into a Share Purchase Agreement
(the “Pesticide Agreement”) with Pesticide Pest Control Pte Ltd, a company incorporated under the laws of Singapore (“Pesticide”),
and its sole shareholder, pursuant to which the Company agreed to acquire 100% of the total share capital of Pesticide, for consideration
of S$150,000.
The
foregoing is only a brief description of the material terms of the Pesticide Agreement and does not purport to be a complete description
of the rights and obligations of the parties thereunder. Such description is qualified in its entirety by reference to the full text
of the Pesticide Agreement, a copy of which is filed herewith as Exhibit 1.7 and is incorporated herein by reference.
On
June 10, 2025, the Company completed the acquisition of 100% of the total share capital of Pesticide.
Upon
completion of the forementioned acquisitions, the Company has determined that, in the aggregate, the acquisitions do not exceed the 50%
significance threshold under the applicable tests, and thus do not constitute a significant business acquisition for which pro forma
financial information would be required pursuant to Rule 3-05 and Article 11 of Regulation S-X. Accordingly, pro forma financial statements
are not required.
Completion
of Asset Acquisitions
Acquisition
of Assets of 24iFM. As previously disclosed, on April 21, 2025, the Company entered into an Asset Purchase Agreement (the “24iFM
Agreement”) with certain seller, pursuant to which the Company agreed to acquire the managing facilities application named as 24iFM,
its related software licenses, and intellectual property rights from such seller, for consideration of 4,000,000 Class A ordinary shares
of the Company.
The
acquisition of the assets of 24iFM does not constitute the acquisition of a “business” as defined under Regulation S-X. The
assets acquired do not include a workforce, customer contracts, or other elements necessary to operate the acquired assets independently.
The acquisition of the assets of 24iFM is intended to complement and enhance the Company’s existing integrated facility management
services by improving internal operational efficiency. The application 24iFM will be deployed internally and will not immediately generate
independent revenue or require standalone operational resources. Accordingly, the requirements for pro forma financial information under
Rule 3-05 and Article 11 of Regulation S-X do not apply to the acquisition of the assets of 24iFM.
The
foregoing is only a brief description of the material terms of the 24iFM Agreement and does not purport to be a complete description
of the rights and obligations of the parties thereunder. Such description is qualified in its entirety by reference to the full text
of the 24iFM Agreement, a copy of which is filed herewith as Exhibit 1.8 and is incorporated herein by reference.
On
June 17, 2025, the Company completed the acquisition of the assets of 24iFM and issued 4,000,000 Class A ordinary shares of the Company
to the seller.
| Exhibits |
|
|
| |
|
|
| 1.1 |
|
Share Purchase Agreement, dated as of October 24, 2024, by and among YY Group Holding Limited, Mediaplus Digital Pte. Ltd., and its shareholders, Teo Kai Jie and Tan Lee Yoen |
| |
|
|
| 1.2 |
|
Share Purchase Agreement, dated as of January 21, 2025, by and among YY Group Holding Limited, Property Facility Services Pte. Ltd., and its shareholders, Tan Gim Har, Cheng Jer Chian, Darren, and Cheng Yi Tong, Amanda |
| |
|
|
| 1.3 |
|
Share Purchase Agreement, dated as of April 10, 2025, by and among YY Group Holding Limited, YY Circle (Hong Kong) Company Limited, and its shareholder, Teo Shao Wei (Zhang Xiaowei) |
| |
|
|
| 1.4 |
|
Share Purchase Agreement, dated as of May 9, 2025, by and among YY Holding (Thailand) Company Limited, YY Circle (Thailand) Company Limited, and its shareholder, Teo Shao Wei (Zhang Xiaowei) |
| |
|
|
| 1.5 |
|
Share Purchase Agreement, dated as of May 5, 2025, by and among YY Group Holding Limited, Transocean Oil Pte. Ltd., and its shareholder, Yeo Khee Seng Benny |
| |
|
|
| 1.6 |
|
Share Purchase Agreement, dated as of June 2, 2025, by and among YY Group Holding Limited, Uniforce Security Pte. Ltd., and its shareholders, Tan Teck Kee (Chen Deqi), Sean Hock Thiam, and Harry Walter Martin IV |
| |
|
|
| 1.7 |
|
Share Purchase Agreement, dated as of July 1, 2025, by and among YY Group Holding Limited, Pesticide Pest Control Pte Ltd, and its shareholder, Mohamed Farouk Bin Abdul Latiff
|
| |
|
|
| 1.8 |
|
Asset Purchase Agreement, dated as of April 21, 2025, by and between YY Group Holding Limited and Shiqing Wang |
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.
| |
YY
Group Holding Limited |
| |
|
|
| Date:
August 11, 2025 |
By: |
/s/
Fu Xiaowei |
| |
Name:
|
Fu
Xiaowei |
| |
Title: |
Chief
Executive Officer, Chairman and Director |
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