YY Group issues new shares for consulting, fit-out

YY Group Holding Ltd. (YYGH) issued new Class A ordinary shares as compensation to service providers.

Rhea-AI Filing Summary

YY Group Holding Ltd. (YYGH) issued new Class A ordinary shares as compensation to service providers. On August 4, 2026, YYGH issued 304,879 Class A shares valued at US$300,000 to an unaffiliated advisor for consulting on standard operating procedures, and another 304,879 Class A shares valued at US$300,000 to a separate unaffiliated advisor for consulting on artificial intelligence and humanoid robotics. YYGH also issued 237,833 Class A shares valued at SGD 300,000 to the shareholder of another unaffiliated service provider for renovation and fit-out services.

Each issuance was made for a nominal cash consideration of US$1 under consulting or service agreements and priced at 80% of the average closing price over the five trading days before issuance. After these transactions, YYGH had 7,837,380 Class A ordinary shares outstanding. The shares were issued as unregistered securities in reliance on the Section 4(a)(2) exemption under the Securities Act and are incorporated by reference into YYGH’s existing Form F-3 and Form S-8 registration statements.

Key Figures

SOP consulting shares issued: 304,879 Class A ordinary shares AI and robotics consulting shares issued: 304,879 Class A ordinary shares Renovation services shares issued: 237,833 Class A ordinary shares +5 more

8 metrics

SOP consulting shares issued 304,879 Class A ordinary shares Issued August 4, 2026 to an unaffiliated advisor for standard operating procedures consulting

AI and robotics consulting shares issued 304,879 Class A ordinary shares Issued August 4, 2026 to an unaffiliated advisor for AI and humanoid robotics consulting

Renovation services shares issued 237,833 Class A ordinary shares Issued August 4, 2026 for renovation and fit-out services

Aggregate value SOP consulting shares US$300,000 Value of 304,879 shares issued for standard operating procedures consulting

Aggregate value AI consulting shares US$300,000 Value of 304,879 shares issued for AI and humanoid robotics consulting

Aggregate value renovation shares SGD 300,000 Value of 237,833 shares issued for renovation and fit-out services

Pricing basis discount 80% Each block of shares valued at 80% of the average closing price over prior five trading days

Shares outstanding after issuances 7,837,380 Class A ordinary shares Total Class A ordinary shares issued and outstanding immediately after the share issuances

Key Terms

unregistered sales of equity securities, nominal consideration, Section 4(a)(2), foreign private issuer, +1 more

5 terms

unregistered sales of equity securities regulatory

"Information contained includes unregistered sales of equity securities"

nominal consideration financial

"shares issued for a nominal consideration of US$1"

Section 4(a)(2) regulatory

"These shares were offered pursuant to the exemption afforded by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

foreign private issuer regulatory

"Form 6-K report of foreign private issuer"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

incorporated by reference regulatory

"This Form 6-K shall be deemed to be incorporated by reference into"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new shares did YYGH (YYGH) issue on August 4, 2026?

YYGH issued three blocks of Class A ordinary shares: 304,879 shares for SOP consulting, 304,879 shares for AI and robotics consulting, and 237,833 shares for renovation and fit-out services, all to unaffiliated service providers.

What was the aggregate value of the shares YYGH (YYGH) issued for services?

YYGH valued the issuances at US$300,000 for each of the two consulting agreements and SGD 300,000 for the renovation and fit-out services, using 80% of the average closing price over the prior five trading days.

How many YYGH (YYGH) Class A shares are outstanding after these issuances?

Immediately after the service-related share issuances, YYGH had 7,837,380 Class A ordinary shares issued and outstanding. This figure reflects the additional shares granted to the advisors and the renovation service provider’s shareholder.

Were the new YYGH (YYGH) shares registered under the Securities Act?

No, the newly issued Class A ordinary shares were not registered under the Securities Act. YYGH relied on the Section 4(a)(2) exemption for transactions by an issuer not involving any public offering.

What consideration did YYGH (YYGH) receive for the new share issuances?

Each share block was issued for a nominal cash consideration of US$1 and as payment in kind for consulting and renovation services, with share values set at 80% of the recent average market price.

How are these YYGH (YYGH) share issuances connected to existing registration statements?

The report describing these share issuances is incorporated by reference into YYGH’s Form F-3 registration statements (File Nos. 333-297406 and 333-286705) and its Form S-8 registration statement (File No. 333-284540).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 08:31 AM EDT Accepted by SEC EDGAR 08/19/2026 - 08:30 AM EDT Learn about SEC filing dates

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 August 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

Unregistered Sales of Equity Securities

On August 4, 2026, YY Group Holding Limited (“YYGH”) issued 304,879 Class A ordinary shares for a nominal consideration of US$1 to an unaffiliated third-party advisor for consulting services relating to the implementation of standard operating procedures for YYGH’s departments and subsidiaries, pursuant to a consulting agreement with such advisor. These shares had an aggregate value of US$300,000, calculated at 80% of the average closing price of YYGH’s Class A ordinary shares over the five trading days immediately prior to the date of issuance of such shares.

On the same day, YYGH also issued 304,879 Class A ordinary shares for a nominal consideration of US$1 to another unaffiliated third-party advisor for consulting services relating to artificial intelligence and humanoid robotics industries, pursuant to a consulting agreement with such advisor. These shares had an aggregate value of US$300,000, calculated at 80% of the average closing price of YYGH’s Class A ordinary shares over the five trading days immediately prior to the date of issuance of such shares.

In addition, on the same day, YYGH issued 237,833 Class A ordinary shares for a nominal consideration of US$1 to the shareholder of another unaffiliated service provider, for renovation and fit-out services, pursuant to a renovation and fit-out agreement entered into by and among the service provider, YYGH, and Uniforce Security Services Pte. Ltd., a subsidiary of YYGH. These shares had an aggregate value of SGD 300,000, calculated at 80% of the average closing price of YYGH’s Class A ordinary shares over the five trading days immediately prior to the date of issuance of such shares.

Immediately following the foregoing issuances, YYGH had 7,837,380 Class A ordinary shares issued and outstanding. The Class A ordinary shares issued to the advisors have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. These shares were offered pursuant to the exemption afforded by Section 4(a)(2) of the Securities Act.

INCORPORATION BY REFERENCE

This Form 6-K and the exhibits thereto, including any amendment and report filed for the purpose of updating such document, shall be deemed to be incorporated by reference into (1) the registration statement on Form F-3, as amended (File No. 333-297406), (2) the registration statement on Form F-3, as amended (File No. 333-286705), and (3) the registration statement on Form S-8 (File No. 333-284540) of the Company, to the extent not superseded by documents or reports subsequently filed or furnished.

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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 19, 2026	By:	/s/ Fu Xiaowei
	Name:	Fu Xiaowei
	Title:	Chief Executive Officer, Chairman and Director

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