YY Group (NASDAQ: YYGH) executes 50-for-1 reverse stock split and updates ATM
Rhea-AI Filing Summary
YY Group Holding Limited reports recent equity actions, including use of its at-the-market (ATM) program and a major reverse share split. As of March 20, 2026, the company has issued 59,794,648 Class A ordinary shares under the ATM, raising gross proceeds of about US$3.5 million and net proceeds of about US$3.2 million. The company plans to use these funds to pay the remaining cash portion of 2025 acquisitions, and for working capital and overseas expansion, with about US$16.5 million of ATM capacity still available.
The board approved a 1-for-50 reverse share split of the Class A ordinary shares, effective for trading on March 23, 2026, reducing outstanding shares from approximately 214 million to approximately 4.28 million, while avoiding fractional shares by rounding holders up to a full share. In connection with previously issued 8% original issue discount convertible notes of $5,940,000 principal and related warrants, the reverse split adjusted the floor price from $0.092 per share to $4.60 per share and reduced the number of warrant shares from 47,255,369 to 945,108. The reverse split is primarily intended to help the company meet Nasdaq’s US$1.00 minimum bid price requirement.
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Insights
YYGH combines ATM issuance with a large reverse split to support Nasdaq compliance and financing flexibility.
YY Group has been actively using its ATM facility, issuing 59,794,648 Class A ordinary shares for about US$3.5 million in gross proceeds and about US$3.2 million net. The company earmarks these funds for 2025 acquisition payments, working capital, and overseas expansion, while leaving about US$16.5 million of remaining ATM capacity.
The 1-for-50 reverse share split shrinks outstanding Class A ordinary shares from roughly 214 million to about 4.28 million, mainly to satisfy Nasdaq’s US$1.00 minimum bid price requirement. Fractional shares are eliminated by rounding up to one full share, slightly favoring smaller holders. This mechanical change also resets terms on existing 8% original issue discount convertible notes and associated warrants: the floor price moves from $0.092 to $4.60 per share, and warrant shares fall from 47,255,369 to 945,108. Future conversion pricing will depend on the defined Event Market Price after the split, so the actual dilution from these instruments will be driven by post-split trading performance.
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 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 offices)
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 ☐
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 YY Group Holding Limited, a British Virgen Islands Company (“YY Group” or 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, 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.
As of March 20, 2026, the Company has issued an aggregate of 59,794,648 Class A ordinary shares under the Sales Agreement, resulting in gross proceeds of approximately US$3.5 million. After payment of the sales agents’ commission of 3.75% of the gross proceeds and certain other offering expenses, the Company received net proceeds of approximately US$3.2 million. As of March 20, 2026, the company has 213,944,957 Class A ordinary shares issued and outstanding.
The Company expects to use the net proceeds from the ATM facility to pay off the remaining cash portion for the acquisitions completed in 2025, and for working capital purposes and business expansion for the overseas markets.
As of March 20, 2026, the Company has approximately US$16.5 million remaining capacity available for sale under the ATM facility. The Sales Agreement remains in effect.
Reverse Share Split
On March 13, 2026, the board of directors of the Company approved (i) a reverse share split of the Company’s Class A ordinary shares at a ratio of 1-for-50 (the “Reverse Share Split”), such that (a) every Fifty (50) issued Class A ordinary shares, no par value, will be combined into one (1) issued Class A ordinary share, no par value, and (b) no fractional shares will be issued in connection with the Reverse Share Split. Shareholders who would otherwise receive a fraction of a Class A ordinary share of the Company will receive one full share.
As a result, the number of outstanding Class A ordinary shares will be reduced from approximately 214 million shares to approximately 4.28 million shares, based on the total shares outstanding as of March 20, 2026. YY Group’s Class A ordinary shares began trading on an adjusted basis giving effect to the Reverse Share Split on March 23, 2026, under the existing ticker symbol “YYGH.” The new CUSIP number of the Company’s ordinary shares is G9888Q111.
As previously disclosed in the Reports on Form 6-K filed by the Company on February 27, 2026 and March 2, 2026, the Company issued (i) 8% original issue discount Convertible Promissory Notes in the aggregate principal amount of $5,940,000 (the “Notes”), reflecting gross proceeds prior to expenses and fees in connection with the offering of $5,500,000 after giving effect to the 8% origi nal issue discount, and (ii) warrants (the “Warrants”) to initially purchase up to 47,255,369 Class A ordinary shares (the “Warrant Shares”).
As a result of the Reverse Share Split, the floor price of the Notes and Warrants, respectively, was adjusted from $0.092 per share to $4.60 per share and the number of Warrant Shares was adjusted from 47,255,369 to 945,108 Class A ordinary shares. Additionally, pursuant to the Notes, if the Event Market Price (as defined below) is less than the Conversion Price (as defined in the Notes) then in effect, then on the sixteenth (16th) trading day immediately following the Reverse Share Split, the Conversion Price then in effect on such sixteenth (16th) trading day shall be reduced (but in no event increased) to the Event Market Price. Event Market Price means, the quotient determined by dividing (x) the sum of the VWAP of the Class A ordinary shares for each of the five (5) trading days with the lowest VWAP of the Class A ordinary shares during the fifteen (15) consecutive trading day period ending and including the trading day immediately preceding the sixteenth (16th) trading day after the Reverse Share Split, by (y) five (5).
On March 19, 2026, the Company issued a press release announcing the Reverse Share Split. A copy of the press release is attached hereto as Exhibit 99.1.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 19, 2026- YY Group Announces Effective Date of Reverse Stock Split |
2
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 23, 2026 | By: | /s/ Fu Xiaowei |
| Name: | Fu Xiaowei | |
| Title: | Chief Executive Officer, Chairman and Director | |
3
Exhibit 99.1
YY Group Announces Effective Date of Reverse Stock Split
SINGAPORE, March 19, 2026 — 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 its Board of Director has resolved to effect a 50-for-1 reverse stock split of the Company’s Class A ordinary shares. YY Group’s Class A ordinary shares will begin trading on an adjusted basis giving effect to the reverse stock split on March 23, 2026, under the existing ticker symbol “YYGH.” The new CUSIP number of the Company’s ordinary shares will be G9888Q111.
When the reverse stock split becomes effective, every Fifty (50) of the Company’s issued and outstanding Class A ordinary shares will be combined into one issued and outstanding Class A ordinary shares, without any change to the no-par value per share. This will reduce the number of outstanding Class A ordinary shares from approximately 207.4 million shares to approximately 4.1 million shares. Immediately following the effective time of the reverse stock split, the Company’s Class A ordinary shares will have the same voting rights and will be identical in all other respects to the Class A ordinary shares prior to the effectiveness of the reverse stock split.
No fractional shares will be issued in connection with the reverse stock split. Shareholders who would otherwise receive a fraction of a Class A ordinary share of the Company will receive one full share.
The reverse stock split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining its Nasdaq listing.
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 in Hong Kong, (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
FAQ
How much did YYGH raise through its ATM share sales?
What is the size and purpose of YYGH’s reverse stock split?
How many YYGH shares are outstanding after recent actions?
What ATM capacity does YYGH still have available for share sales?
How did YYGH’s reverse split affect its convertible notes and warrants?
Why did YYGH implement a reverse stock split on March 23, 2026?
Filing Exhibits & Attachments
2 documentsPress Releases
