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 February 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 ☐
Entry
into a Material Definitive Agreement.
On February 27, 2026, YY Group Holding Limited (the “Company”)
entered into an At The Market Sales Agreement (the “Sales Agreement”) with Spartan Capital Securities, LLC (“Spartan”),
serving as the lead sales agent, and Wilson-Davis & Co., Inc. (“WDCO,” and together with Spartan, the “Sales Agents”),
serving as an additional agent, 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 (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 333-286705),
including the base prospectus contained therein, which was initially filed with the United States Securities and Exchange Commission (the
“Commission”) on April 23, 2025, and was declared effective by the Commission on April 30, 2025 and as supplemented by the
prospectus supplement, dated February 27, 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 Agents may sell Shares by any method permitted by law deemed to be
an “at-the-market offering” as defined in Rule 415(a)(4) 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 Agents may also sell the Shares in privately negotiated transactions.
The Sales Agents 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 Agents a placement fee of 3.75% of the gross
proceeds from the sale of the Shares sold through the Sales Agents under the Sales Agreement and will reimburse the Sales Agents 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 Company intends to use (i) up to SGD$545,000 (approximately US$429,420) for the repayment of a business loan to Bizcap
Sg Pte Ltd, which bears interest at a rate of 38% per annum and matures on December 2, 2026 and (ii) any additional net proceeds from
this offering for general corporate purposes, which may include business diversification and development initiatives and capital expenditures.
The Company may also use a portion of the net proceeds to appoint professionals to explore potential acquisitions or strategic investments
in complementary businesses or technologies; however, as of the date of this report, the Company has not entered into any definitive
agreements. In the event that any net proceeds are not immediately applied, the Company may temporarily hold them as cash or deposit
them in banks.
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 Agents 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 Agents 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 (Cayman) LLP, counsel to the Company, relating to the legality of the issuance and sale of the Shares
is filed as Exhibit 5.1 hereto.
General
The information contained in this Report on Form
6-K of the Company, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-286705)
as amended, and into the prospectus or prospectus supplement outstanding under the foregoing registration statement, to the extent not
superseded by documents or report subsequently filed or furnished by the Company under Securities Act, or the Securities Exchange Act
of 1934, as amended.
Exhibit
Index
| Exhibit No. |
|
|
| 5.1 |
|
Opinion of Mourant Ozannes (Cayman) LLP |
| 10.1 |
|
Sales Agreement, dated February 27, 2026 by and between YY Group Holding Limited, Spartan Capital Securities, LLC and Wilson-Davis & Co., Inc. |
| 23.1 |
|
Consent of Mourant Ozannes (Cayman) LLP (included in the opinion filed as Exhibit 5.1) |
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: February 27, 2026 |
By: |
/s/ Fu
Xiaowei |
| |
Name: |
Fu Xiaowei |
| |
Title: |
Chief Executive Officer |
