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 June 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 ☐
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
Yes
☐ No
☒
If “Yes” is marked, indicate below the
file number assigned to the registrant in connection with Rule 12g3-2(b):
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On June 23, 2026, YY Group Holding Limited, a British
Virgin Islands Company (“YY Group” or the “Company”), by a resolution of the board resolution pursuant to Regulation
8.14 of the Company’s Amended and Restated Memorandum and Articles of Association (the “Board Resolution”), approves
and authorizes the payment of one-time performance bonuses for professional services rendered during the fiscal year ended December 31,
2025, to the following directors of the Company as set forth in the schedule below (collectively, the “Bonuses”):
| 1) | Ms. Zhang Fan, in her capacity as Business Development Director of the Company, was awarded a one-time
performance bonus in the amount of US$200,000. |
| 2) | Mr. Fu Xiaowei, in his capacity as Executive Director of the Company, was awarded a one-time performance
bonus in the amount of US$300,000. |
The Bonuses were fully funded and paid by the Company
on June 23, 2026, in the form of cash.
A copy of the Board Resolution is attached hereto
as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Board Resolution dated June 23, 2026 |
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: June 26, 2026 |
By: |
/s/ Fu Xiaowei |
| |
Name: |
Fu Xiaowei |
| |
Title: |
Chief Executive Officer, Chairman and Director |
3
Exhibit
99.1
YY
Group Holdings Limited (NASDAQ: YYGH) (the Company)
Written
resolutions of the directors |
We
are all of the directors of the Company.
We
confirm and note the matters, and resolve to pass the resolutions, set out below pursuant to article 8.14 of the Company’s articles
of association (the Articles).
Each
director:
| (a) | confirms
that the director has declared any interest (whether direct or indirect) in relation to the
matters referred to below which the director is required to disclose under the Articles or
the BVI Business Companies Act (Revised Edition) 2020; and |
| (b) | notes
that, under the Articles, a director who is interested in a transaction into which the Company
proposes to enter is entitled to vote in respect of that transaction if the director has
declared that interest to each other director. |
| 2. | Emoluments
of Directors |
| (a) | Each
director notes that: |
| (a) | the
Company’s Articles provide that the board of the Company is authorised to, by Resolution
of Directors, fix the emoluments of directors with respect to services to be rendered in
any capacity to the Company |
| (b) | Effective
as of May 29, 2023, YY Group Holding Limited entered into an Employment Agreement with Ms.
Zhang Fan for the role of Business Development Director. The agreement provides for an annual
base salary of US$180,000. |
| (c) | Effective
as of May 29, 2023, YY Group Holding Limited entered into an Employment Agreement with Mr.
Fu Xiaowei for the role of Chief Executive Officer and Executive Director. The agreement
provides for an annual base salary of US$240,000. |
| (d) | in
accordance with section 8.14 of Company’s Articles, it is now proposed that the Company shall
approve and authorize the payment of the following one-time performance bonuses for services
rendered during the year 2025 (collectively, the “2025 Performance Bonuses”): |
| (1) | a
one-time performance bonus to Ms. Zhang Fan, in her capacity as Business Development Director,
in the amount of US$200,000, which may be paid either in cash or in the form of an equivalent
value of the Company’s Class A ordinary shares; and |
| (2) | a one-time performance
bonus to Mr. Fu Xiaowei, in his capacity as Chief Executive Officer and Executive Director, in the amount of US$300,000, which may be
paid either in cash or in the form of an equivalent value of the Company’s Class A ordinary shares. |
Each
director confirms that, after considering the 2025 Performance Bonuses (as a whole), the director believes that it is:
| (a) | in
the best interests of the Company; and |
| (b) | for
a proper purpose of the Company, |
for
the Company to approve and implement the 2025 Performance Bonuses, and the transactions contemplated by each of them.
Each
director resolves that:
| (a) | the
2025 Performance Bonuses are approved and any Authorised Person (defined below) is authorised
to prepare, approve, execute (under hand or seal), give and/or deliver on behalf of the Company
any other document of any nature (each, an Additional Document), including, without limitation,
any: |
| (a) | notice,
certificate, instruction, waiver or release; |
| (b) | fee
letter or engagement letter; |
| (c) | letter
of appointment for any agent (including any process agent), power of attorney or document
which contains an appointment of an agent or a power of attorney; and |
| (d) | document
which supplements or amends (whether or not in any material way) any relevant document after
that document has been executed, |
that
Authorised Person considers, and in any form that Authorised Person considers, to be necessary or desirable in connection with the 2025
Performance Bonuses and any transaction contemplated by the 2025 Performance Bonuses;
| (b) | Delegation: any
Authorised Person is authorised to delegate in writing (by power of attorney, email or otherwise)
any of the powers conferred on that Authorised Person by these resolutions to any person(s)
and on any terms that Authorised Person thinks fit; |
| (c) | Further
actions: any Authorised Person is authorised to do (or cause to be done) all
other acts and things that Authorised Person considers to be necessary or desirable in connection
with the matters noted in these resolutions; |
| (d) | Ratification: any
action taken by any attorney, director, officer, employee or agent of the Company in connection
with the matters noted in these resolutions, prior to these resolutions being passed is approved,
ratified and confirmed in all respects as an act of the Company; and |
| (e) | Counterparts:
these resolutions may be signed in counterparts and if the counterparts bear different dates
these resolutions will take effect on the latest date on any counterpart; and |
| (f) | Interpretation: for
the purposes of these resolutions: |
| (a) | Authorised
Person means any director (including any alternate director); |
| (b) | corporate
services provider means any person who maintains the Company’s register of shareholders,
register of directors or register of charges on behalf of it, including (without limitation)
the Company’s Nasdaq transfer agent; and |
| (c) | each
Authorised Person may exercise, or refrain from exercising, any right, power or discretion
conferred on that Authorised Person by these resolutions in that Authorised Person’s sole
and absolute discretion. |
[The
signature page follows]
Signatures
| |
|
|
Fu
Xiaowei, Chairman of the Board of Directors
and
Chief Executive Officer |
|
Zhang
Fan, Business Development Director and Executive Director |
| |
|
|
| Date: |
|
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Date: |
|
| |
|
|
| Chan
Yong Xian, Director |
|
Lim
Kai Ching, Director |
| |
|
|
| Date:
|
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|
Date:
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|
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|
|
Ngoh
York Chao Nicholas, Director
|
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|
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| Date:
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