How many YYGH shares are being cancelled and what is the new share count?

YY Group is cancelling 1,004,107 allocated but unsold shares. After this cancellation, total Class A ordinary shares outstanding will decline from 4,278,935 to 3,274,828, meaning existing shareholders are spread over a smaller share base than before.

How might the share cancellation affect YYGH shareholders?

Cancelling 1,004,107 allocated but unsold shares reduces total shares outstanding from 4,278,935 to 3,274,828. With fewer shares in circulation, each remaining share represents a slightly larger ownership stake, which can be favorable if the company meets its FY2026 revenue guidance.

Share count cut as YY Group (NASDAQ: YYGH) pauses ATM program

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K/A

Rhea-AI Filing Summary

YY Group Holding Limited is pausing its at-the-market equity offering program and cancelling previously allocated but unsold shares. The company has instructed its sales agents to return and cancel 1,004,107 Class A ordinary shares, which will reduce total outstanding shares from 4,278,935 to 3,274,828 once the process is completed on or around April 3, 2026.

The ATM program had allowed sales of up to $20 million of shares, but no further shares will be issued while the pause remains in effect. YY Group states that its current liquidity is sufficient to fund near-term operations and support execution of its FY2026 revenue guidance of US$103 million to US$110 million.

Positive

Significant share cancellation and reduced dilution: The company is cancelling 1,004,107 previously allocated but unsold shares, lowering total outstanding shares from 4,278,935 to 3,274,828, which materially reduces potential dilution for existing shareholders.
Liquidity sufficient to pause equity issuance: Management states that current liquidity is adequate to cover near-term operations and support execution of FY2026 revenue guidance of US$103 million to US$110 million, allowing the at-the-market program to be paused.
Equity raise flexibility preserved: While paused, the US$20 million ATM program structure remains available for future use, giving the company optionality without ongoing issuance.

Negative

None.

Insights

Pausing the $20 million ATM and cancelling over 1 million shares reduces near-term dilution and signals adequate liquidity.

YY Group is halting its at-the-market equity program that permitted up to $20 million in share sales and cancelling 1,004,107 allocated but unsold shares. This will cut outstanding shares from 4,278,935 to 3,274,828, a sizeable reduction in the equity base.

The company explicitly cites a sufficient liquidity position to fund near-term operations and to pursue FY2026 revenue guidance of US$103 million to US$110 million. That framing presents the pause as a choice rather than a constraint, which is generally favorable for existing shareholders.

The ATM framework remains in place, and the company notes it can reactivate the program, though it has no current plans to do so. Subsequent disclosures about progress toward the FY2026 revenue targets will help clarify how effectively operations are tracking against this guidance.

Key Figures

Shares cancelled: 1,004,107 shares Shares outstanding before cancellation: 4,278,935 shares Shares outstanding after cancellation: 3,274,828 shares +3 more

6 metrics

Shares cancelled 1,004,107 shares Allocated to sales agents but not sold, to be cancelled

Shares outstanding before cancellation 4,278,935 shares Class A ordinary shares before cancellation

Shares outstanding after cancellation 3,274,828 shares Expected total after completion on or around April 3, 2026

ATM program size US$20 million Maximum aggregate offering price under at-the-market program

FY2026 revenue guidance low end US$103 million Lower bound of FY2026 revenue guidance

FY2026 revenue guidance high end US$110 million Upper bound of FY2026 revenue guidance

Key Terms

At The Market Sales Agreement, liquidity position, FY2026 revenue guidance, equity offering program, +2 more

6 terms

At The Market Sales Agreement financial

"the Company entered into an At The Market Sales Agreement"

An at the market sales agreement lets a company authorize a broker to sell newly issued shares directly into the open market at prevailing prices, rather than selling a large block all at once. Investors should care because it provides a flexible way for a company to raise cash but can increase the number of shares available and put downward pressure on the stock price, similar to a store quietly adding more items for sale at current shelf prices.

liquidity position financial

"The Company has determined that its current liquidity position is sufficient"

Liquidity position describes how much cash and easily converted-into-cash assets an organization has relative to its upcoming bills and obligations. Think of it like a household’s checking account and emergency fund: it shows whether the business can pay short-term costs, cover debt and handle surprises without selling long-term investments. Investors care because a stronger liquidity position reduces the risk of bankruptcy, supports operations and gives flexibility for opportunities or downturns.

FY2026 revenue guidance financial

"execution against its previously announced FY2026 revenue guidance of US$103 million to US$110 million"

equity offering program financial

"pause the Company’s At-The-Market (“ATM”) equity offering program"

forward-looking statements regulatory

"This press release contains forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

safe harbor regulatory

"These statements are made under the “safe harbor” provisions"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

03/30/2026 - 06:02 PM

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 March 2026

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 March 23, 2026, for the purpose of amending and restating the issuance of Class A Ordinary Shares under the At The Market Sales Agreement.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Issuance of Class A Ordinary Shares under the At The Market Sales Agreement

As previously disclosed in the Report on Form 6-K filed by the Company on February 27, 2026, the Company entered into an At The Market Sales Agreement (the “Sales Agreement”) with Spartan Capital Securities, LLC, serving as the lead sales agent, and Wilson-Davis & Co., Inc., serving as an additional agent (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time at its sole discretion through the Sales Agents, Class A ordinary shares, no par value, of the Company up to an aggregate offering price of $20 million (the “Offering”).

On March 30, 2026 the Company instructed Sales Agents to pause the Offering, effective immediately.

As a result, the Company directed the return and cancellation of 1,004,107 shares of Class A ordinary shares that were allocated to the Sales Agents but were not offered or sold into the market. Upon completion of the cancellation process, the Company’s aggregate issued and outstanding Class A ordinary shares will be reduced from 4,278,935 to 3,274,828. The Company expects the cancellation to be completed on or around April 3, 2026. No further Class A ordinary shares will be issued under the Offering while the pause remains in effect.

On March 30, 2026, the Company issued a press release announcing the pause of the Offering and the cancellation of shares. A copy of the press release is attached hereto as Exhibit 99.1.

Exhibits

99.1		Press Release dated March 30, 2026- YY Group Announces to Pause At-The-Market Offering

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: March 30, 2026	By:	/s/ Fu Xiaowei
	Name:	Fu Xiaowei
	Title:	Chief Executive Officer, Chairman and Director

Exhibit 99.1

YY Group Holding (NASDAQ: YYGH) Pauses At-The-Market Offering

Company Confirms Sufficient Liquidity to Execute FY2026 Growth Plan; Related Share Cancellation to Reduce Outstanding Shares to 3,274,828

SINGAPORE, [DATE] — YY Group Holding Limited (NASDAQ: YYGH) (“YY Group” or the “Company”), a global leader in on-demand workforce solutions and integrated facilities management (IFM), today announced that it has instructed its sales agents, Spartan Capital Securities, LLC and Wilson-Davis & Co., Inc., to pause the Company’s At-The-Market (“ATM”) equity offering program, effective immediately.

In connection with the pause, the Company has directed the return and cancellation of 1,004,107 shares of common stock that were allocated to the sales agents but were not offered or sold into the market. Upon completion of the cancellation process, total shares of common stock outstanding will be reduced from 4,278,935 to 3,274,828. The Company expects the cancellation to be completed on or around April 3, 2026. No further shares will be issued under the ATM program while the pause remains in effect.

The Company has determined that its current liquidity position is sufficient to support near-term operational requirements and execution against its previously announced FY2026 revenue guidance of US$103 million to US$110 million.

“We have the capital we need to execute our plan, and pausing the ATM reflects that assessment,” stated Mike Fu, Chief Executive Officer of YY Group. “Our focus is on delivering against our FY2026 targets, improving our margin profile, and demonstrating the operational leverage in our business.”

The ATM program provides for the sale of up to US$20 million in shares of common stock. The Company retains the ability to reactivate the program in the future but has no current plans to do so.

About YY Group Holding Limited

YY Group Holding Limited (Nasdaq: YYGH) is a Singapore-headquartered, technology-enabled platform providing flexible, scalable workforce solutions and integrated facility management (IFM) services across Asia and beyond. The Group operates through two core verticals: on-demand staffing and IFM, delivering agile, reliable support to industries such as hospitality, logistics, retail, and healthcare.

Leveraging proprietary digital platforms and IoT-driven systems, YY Group enables clients to meet fluctuating labor demands and maintain high-performance environments. In addition to its core operations in Singapore and Malaysia, the Group maintains a growing presence in Asia, Europe, Africa, Oceania, and the Middle East.

Listed on the Nasdaq Capital Market, YY Group is committed to service excellence, operational innovation, and long-term value creation for clients and shareholders.

For more information on the Company, please visit https://yygroupholding.com/.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the YY Group Holding Limited’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) growth of the hospitality market (ii) capital and credit market volatility, (iii) local and global economic conditions, (iv) our anticipated growth strategies, (v) governmental approvals and regulations, and (vi) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. All information provided in this press release is as of the date of this press release, and YY Group Holding Limited undertakes no duty to update such information, except as required under applicable law.

Investor Contact

Jason Phua Zhi Yong, Chief Financial Officer

YY Group

enquiries@yygroupholding.com

Source: View Original Filing on SEC EDGAR

FAQ

What did YYGH change about its at-the-market equity offering?

YY Group paused its at-the-market equity offering program and stopped issuing new shares under it. The company had the ability to sell up to US$20 million of stock but chose to halt sales, citing sufficient liquidity for its near-term operational needs.

Why is YY Group pausing its US$20 million ATM program?

The company states its current liquidity position is sufficient to fund near-term operations and support its FY2026 growth plan. Because of this, it paused the US$20 million ATM equity program and is not issuing further shares while the pause remains effective.

What revenue guidance did YYGH reaffirm for FY2026?

YY Group reaffirmed FY2026 revenue guidance in a range of US$103 million to US$110 million. Management links this outlook to executing its growth plan while emphasizing that existing liquidity should support operations as they work toward these revenue targets.

Can YY Group restart the at-the-market offering in the future?

Yes. The company notes that the ATM program, which allows sales of up to US$20 million in shares, can be reactivated later. However, it also states it currently has no plans to resume issuing shares under the program while the pause remains in effect.

Filing Exhibits & Attachments

2 documents

Share count cut as YY Group (NASDAQ: YYGH) pauses ATM program