Convertible note deal gives YY Group (YYGH) $5.5M gross proceeds

Rhea-AI Filing Summary

YY Group Holding Limited completed the initial tranche of a previously agreed convertible financing with institutional investors. The company issued 8% original issue discount Convertible Promissory Notes with an aggregate principal amount of $5,940,000, providing gross proceeds of $5,500,000 before expenses.

These Notes are part of an Offering of up to $11,880,000 in principal amount and are convertible into Class A ordinary shares under specified terms. YY Group also issued Warrants initially exercisable for up to 47,255,369 Class A ordinary shares. The securities were offered under an effective Form F-3 shelf registration and related prospectus supplement.

Insights

Capital markets analyst

YY Group secures $5.5M gross via convertible notes and warrants.

YY Group Holding Limited has closed the first tranche of a structured financing involving 8% original issue discount Convertible Promissory Notes and accompanying Warrants. The initial tranche carries $5,940,000 in principal and delivers $5,500,000 in gross cash proceeds before fees.

The Notes can be converted into Class A ordinary shares, and the Warrants are initially exercisable for 47,255,369 additional shares, creating a significant potential for future equity issuance. The full program allows for up to $11,880,000 in aggregate principal across two tranches with institutional investors.

The transaction is conducted under an effective Form F-3 shelf registration and a prospectus supplement filed under Rule 424(b)(5). Actual impact on the capital structure will depend on how and when investors choose to convert the Notes or exercise the Warrants under their stated terms.

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 March 2026

Commission File No. 001-42026

YY Group Holding Limited

60 Paya Lebar Road

#09-13/14/15/16/17

Paya Lebar Square

Singapore

(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 ☐

As disclosed in the report on Form 6-K of YY Group Holding Limited (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) on February 27, 2026, pursuant to which the Company agreed to offer and sell to the Investors, on the terms and subject to the conditions set forth therein, in two tranches (the “Offering”) (i) up to Eleven Million Eight Hundred Eighty Thousand Dollars ($11,880,000) in aggregate principal face amount of 8% original issue discount Convertible Promissory Notes of the Company (each a “Note”, and collectively, the “Notes”), which Notes are convertible (the “Conversion Shares”) into the Company’s Class A ordinary shares, no par value (the “Class A Ordinary Shares”) pursuant to the terms and conditions set forth in the Notes and (ii) related warrants (each a “Warrant”, and collectively, the “Warrants”), which Warrants are exercisable for Class A Ordinary Shares (the “Warrant Shares”), pursuant to the terms and conditions set forth in the Warrants.

The initial tranche closing of the Offering was completed on March 2, 2026. At the initial tranche closing, the Company issued to the Investors (i) Notes in the aggregate principal amount of $5,940,000, reflecting gross proceeds prior to expenses and fees in connection with the offering of $5,500,000 after giving effect to the 8% original issue discount, and (ii) Warrants to purchase initially up to 47,255,369 Warrant Shares.

The Offering was made pursuant to the Company’s (i) shelf registration statement on Form F-3 (File No. 333-286705) filed with the Commission on April 23, 2025, and declared effective by the Commission on April 30, 2025 and (ii) a prospectus supplement filed by the Company with the Commission on February 27, 2026 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended (the “Securities Act”), which also relates to the offer and sale of the Notes, Warrants, Conversion Shares and Warrant Shares.

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 information contained in this Report on Form 6-K of the Company, are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-286705) as amended, and into the prospectus and/or prospectus supplements outstanding under the foregoing registration statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under Securities Act, or the Securities Exchange Act of 1934, as amended.

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SIGNATURE

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 hereunto duly authorized.

	YY Group Holding Limited
Date: March 2, 2026	By:	/s/ Fu Xiaowei
	Name:	Fu Xiaowei
	Title:	Chief Executive Officer

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FAQ

What financing did YYGH complete in March 2026?

YYGH completed the initial tranche of a structured financing using 8% original issue discount Convertible Promissory Notes with $5,940,000 principal. This tranche delivered $5,500,000 in gross proceeds and included Warrants for additional Class A ordinary shares.

How much cash did YYGH raise from the initial tranche of notes?

YYGH received $5,500,000 in gross proceeds from the first tranche of 8% original issue discount Convertible Promissory Notes. The associated principal amount was $5,940,000, reflecting the discount structure agreed with institutional investors in the Offering.

What is the total size of YYGH’s convertible note Offering?

The Offering allows YYGH to issue up to $11,880,000 in aggregate principal amount of 8% original issue discount Convertible Promissory Notes in two tranches. The initial tranche of $5,940,000 principal has closed, with a potential second tranche available under the agreement.

What equity instruments are tied to YYGH’s March 2026 financing?

The financing includes convertible Notes and related Warrants. The Notes are convertible into YYGH Class A ordinary shares, while the Warrants are initially exercisable for up to 47,255,369 Class A ordinary shares, creating significant potential future share issuance.

Under which registration did YYGH offer the notes and warrants?

YYGH offered the Notes, Warrants, and underlying shares under its effective shelf registration statement on Form F-3 (File No. 333-286705). A related prospectus supplement filed on February 27, 2026 under Rule 424(b)(5) governs this specific Offering.