YY Group (YYGH) scraps $5.9M future notes, 11k warrants

Q: What did YYGH change in its financing arrangements in the August 2026 6-K?

YYGH entered a Supplemental Agreement cancelling the $5.94 million second tranche of its convertible note financing and the Holder’s 11,284 warrants, fixing a remaining redemption amount of $1,366,452.50 to be repaid by December 31, 2026, with no further interest unless default occurs.

Q: How much of the convertible note redemption has YYGH already repaid?

YYGH has repaid $5,428,323.29 of the total $6,794,775.79 redemption amount owed on its convertible note, leaving a remaining redemption amount of $1,366,452.50 under the Supplemental Agreement.

Q: When must YYGH repay the remaining convertible note balance and what happens on default?

YYGH must repay the remaining $1,366,452.50 by December 31, 2026. If it fails to do so and does not cure within five Business Days after notice, an Event of Default occurs and interest on the outstanding balance accrues at 25% per annum.

Q: How does the Supplemental Agreement affect YYGH’s potential dilution?

The Supplemental Agreement cancels the $5.94 million second tranche of convertible notes and the Holder’s warrants for 11,284 Class A ordinary shares. These cancellations eliminate related securities that could have converted into equity, reducing potential dilution and simplifying YYGH’s capital structure.

Q: What restrictions on future financings did YYGH agree to in this 6-K?

YYGH must use 50% of gross ATM proceeds and 50% of net proceeds from most subsequent financings to repay the remaining amount. Any ATM program over $20 million needs Holder consent, and the Holder has 12‑month rights of first refusal and participation in certain equity offerings.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

YY Group Holding Limited (YYGH) entered into a Supplemental Agreement with the holder of its outstanding convertible promissory note. After reverse share splits triggered a Floor Price Event, the Holder elected redemption of the notes for $6,794,775.79, of which $5,428,323.29 has been paid, leaving a remaining redemption amount of $1,366,452.50.

YY Group must repay the remaining balance by December 31, 2026; no further interest accrues unless an Event of Default occurs, in which case interest is 25% per annum. The company must use 50% of gross proceeds from any at-the-market offering and 50% of net proceeds from most subsequent financings toward this balance, with Holder consent required for ATM programs above $20 million.

The Supplemental Agreement cancels the $5.94 million second tranche of the original financing and the Holder’s warrants to purchase 11,284 Class A ordinary shares, with no separate consideration, reducing potential dilution. Following full repayment, all obligations under the convertible note terminate, and YY Group expects to have no convertible debt or warrants outstanding.

Positive

$5.94 million second tranche of convertible notes and 11,284 warrants are cancelled, reducing potential dilution and simplifying YY Group’s capital structure.
YY Group has already repaid $5,428,323.29 of the $6,794,775.79 redemption amount, leaving a smaller remaining balance of $1,366,452.50.
No further interest accrues on the $1,366,452.50 remaining redemption amount from the Supplemental Agreement date, lowering future financing costs if repaid by year-end 2026.
Upon full repayment of the remaining balance, all obligations under the convertible note terminate and YY Group will have no convertible debt or warrants outstanding.

Negative

YY Group still must repay approximately $1.37 million by December 31, 2026, with a high 25% per annum default interest rate if it misses this deadline.
The Supplemental Agreement requires applying 50% of proceeds from ATMs and most subsequent financings to debt repayment and grants the Holder 12‑month rights of first refusal and participation, which may constrain future capital-raising flexibility.

Filing Explained

The agreement redirects half of specified financing proceeds to repayment and gives the holder 12-month rights over certain future financings.

The August 20, 2026 Supplemental Agreement is effective and governs the remaining redemption balance while adding controls over future financings.

For an at-the-market offering, 50% of gross proceeds, after customary costs, must be applied to the balance; an ATM program above $20 million also requires the Holder’s prior written consent. For qualifying subsequent financings, 50% of net proceeds must be applied, subject to stated exemptions.

For twelve months from the agreement date, the Holder has a right of first refusal on certain public or private equity or convertible-debt offerings and a participation right in certain cash issuances of Class A ordinary shares or equivalents.

Failure to repay the balance by December 31, 2026 becomes an Event of Default after written notice and a five-Business-Day cure period; the outstanding balance would then accrue interest at 25% annually.

Key Figures

Convertible Notes aggregate principal amount (first tranche): $5,940,000 Total redemption amount elected by Holder: $6,794,775.79 Redemption amount already paid: $5,428,323.29 +5 more

8 metrics

Convertible Notes aggregate principal amount (first tranche) $5,940,000 Original 8% OID Convertible Promissory Notes issued under the Securities Purchase Agreement

Total redemption amount elected by Holder $6,794,775.79 Outstanding principal plus accrued interest, multiplied by 125% redemption premium

Redemption amount already paid $5,428,323.29 Portion of redemption amount paid before the Supplemental Agreement date

Remaining Redemption Amount $1,366,452.50 Balance to be repaid on or before December 31, 2026

Second tranche cancelled $5,940,000 Aggregate principal face amount of second tranche of convertible notes no longer issuable

Cancelled Warrants 11,284 Class A ordinary shares Holder’s warrants cancelled effective immediately with no separate consideration

Default interest rate on Event of Default 25% per annum Interest rate on outstanding balance if Remaining Redemption Amount not repaid by deadline

ATM consent threshold $20 million Any at-the-market program exceeding this aggregate size requires Holder’s prior written consent

Key Terms

Convertible Promissory Notes, reverse share split, at-the-market ("ATM") offering program, Event of Default, +2 more

6 terms

Convertible Promissory Notes financial

"8% original issue discount Convertible Promissory Notes in the aggregate principal amount"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

at-the-market ("ATM") offering program financial

"apply 50% of the gross proceeds from any at-the-market ("ATM") offering program"

An at-the-market (ATM) offering program lets a company sell newly issued shares directly into the public market over time at the current market price through a broker, instead of selling a large block all at once. Investors should care because it provides the company flexible, on-demand funding while causing gradual share dilution and potentially small, repeated impacts on the stock price—like topping off a car’s gas tank bit by bit rather than filling it in one visit.

Event of Default financial

"constitutes an Event of Default, subject to a five (5) Business Day cure period"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

right of first refusal financial

"the Holder has a right of first refusal with respect to any future public"

A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.

participation right financial

"the Holder has a participation right with respect to any issuance of Class A"

FAQ

What did YYGH change in its financing arrangements in the August 2026 6-K?

YYGH entered a Supplemental Agreement cancelling the $5.94 million second tranche of its convertible note financing and the Holder’s 11,284 warrants, fixing a remaining redemption amount of $1,366,452.50 to be repaid by December 31, 2026, with no further interest unless default occurs.

How much of the convertible note redemption has YYGH already repaid?

YYGH has repaid $5,428,323.29 of the total $6,794,775.79 redemption amount owed on its convertible note, leaving a remaining redemption amount of $1,366,452.50 under the Supplemental Agreement.

When must YYGH repay the remaining convertible note balance and what happens on default?

YYGH must repay the remaining $1,366,452.50 by December 31, 2026. If it fails to do so and does not cure within five Business Days after notice, an Event of Default occurs and interest on the outstanding balance accrues at 25% per annum.

How does the Supplemental Agreement affect YYGH’s potential dilution?

The Supplemental Agreement cancels the $5.94 million second tranche of convertible notes and the Holder’s warrants for 11,284 Class A ordinary shares. These cancellations eliminate related securities that could have converted into equity, reducing potential dilution and simplifying YYGH’s capital structure.

What restrictions on future financings did YYGH agree to in this 6-K?

YYGH must use 50% of gross ATM proceeds and 50% of net proceeds from most subsequent financings to repay the remaining amount. Any ATM program over $20 million needs Holder consent, and the Holder has 12‑month rights of first refusal and participation in certain equity offerings.

Will YYGH have any convertible debt or warrants outstanding after repayment?

According to the Supplemental Agreement and related press release, once YYGH repays the remaining approximately $1.37 million, all obligations under the convertible note terminate and the company will have no convertible debt or warrants outstanding.

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

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/26/2026 - 06:01 AM Accepted by SEC EDGAR 08/25/2026 - 05:35 PM

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 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.

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 “Convertible Notes”), and (ii) warrants (the “Warrants”) to purchase Class A ordinary shares of the Company, pursuant to a securities purchase agreement by and between the Company and certain investors dated February 27, 2026 (the “Securities Purchase Agreement”).

Following the issuance of the Convertible Notes and Warrants, the Company effected two reverse share splits: (i) a 1-for-50 reverse share split on March 23, 2026, which adjusted the Floor Price (as defined in the Convertible Note) from $0.092 to $4.60, and (ii) a 1-for-30 reverse share split on June 23, 2026, which adjusted the Floor Price from $4.60 to $138.00 (collectively, the “Reverse Splits”).The Reverse Splits triggered a Floor Price Event under the Convertible Note. As a result, the holder of the outstanding Convertible Note and Warrants (the “Holder”) elected to have the Company redeem the Convertible Note for a redemption amount equal to $6,794,775.79, representing the entire outstanding principal amount plus accrued interest, multiplied by a 125% redemption premium.

On August 20, 2026, the Company entered into a Supplemental Agreement (the “Supplemental Agreement”) with the Holder, supplementing the Securities Purchase Agreement. Before the date of the Supplemental Agreement, the Company had paid $5,428,323.29 of the redemption amount, leaving a remaining redemption amount of $1,366,452.50 (the “Remaining Redemption Amount”).

Under the Supplemental Agreement, the Company is required to repay the Remaining Redemption Amount on or before December 31, 2026. Prepayment is permitted at any time without penalty, and no further interest shall accrue on the Remaining Redemption Amount from and after the date of the Supplemental Agreement. The Company is required to apply 50% of the gross proceeds from any at-the-market (“ATM”) offering program (after deducting customary costs) toward repayment of the Remaining Redemption Amount. Any ATM program exceeding $20 million in aggregate requires the Holder’s prior written consent. In addition, the Company is required to apply 50% of the net proceeds from any Subsequent Financing (as defined in the Supplemental Agreement), with certain exemptions, toward repayment of the Remaining Redemption Amount. Under the Supplemental Agreement, a failure by the Company to repay the Remaining Redemption Amount in full by December 31, 2026 constitutes an Event of Default, subject to a five (5) Business Day cure period following written notice from the Holder. Upon an Event of Default, interest shall accrue on the outstanding balance at the rate of 25% per annum. Following full repayment of the Remaining Redemption Amount, all obligations of the Company under the Convertible Note shall automatically terminate.

In addition, the Second Tranche Closing under the Securities Purchase Agreement has been cancelled, and the parties have exchanged a mutual release of claims with respect thereto.

The Holder’s Warrants to purchase up to 11,284 Class A ordinary shares are also cancelled. No separate consideration is payable in connection with the cancellation of the Warrants.

The Supplemental Agreement further provides that, (i) for a period of twelve (12) months from the date of the Supplemental Agreement, the Holder has a right of first refusal with respect to any future public or private offering of equity securities or convertible debt securities by the Company, with certain exemptions, and (ii) for a period of twelve (12) months from the date of the Supplemental Agreement, the Holder has a participation right with respect to any issuance of Class A Ordinary Shares or equivalents for cash, with certain exemptions.

The foregoing is not a complete description of the Supplemental Agreement and is subject to, and is qualified by reference to, the full text and terms of the Supplemental Agreement, the form of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

On August 25, 2026, the Company issued a press release announcing the Supplemental Agreement. A copy of the press release announcing is furnished as Exhibit 99.1 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, Registration Statement on Form F-3 (File No. 333-297406) and into the prospectus or prospectus supplement outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Exhibit Index

Exhibit No.
10.1		Form of Securities Purchase Agreement
99.1		Press release - YY Group Eliminates $5.94 Million Second Financing Tranche and Cancels All Outstanding Warrants, dated August 25, 2026

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: August 25, 2026	By:	/s/ Fu Xiaowei
	Name:	Fu Xiaowei
	Title:	Chief Executive Officer

Exhibit 99.1

YY Group Eliminates $5.94 Million Second Financing Tranche and Cancels All Outstanding Warrants

$5.94 million second tranche and all 11,284 outstanding warrants cancelled, reducing potential dilution

Capital structure simplified, with remaining approximately $1.37 million balance to be repaid by year-end and no convertible debt or warrants outstanding thereafter

SINGAPORE, August 25, 2026 — YY Group Holding Limited (NASDAQ: YYGH) (“YY Group” or the “Company”), an AI-enabled workforce management platform and integrated facility management (IFM) provider operating across Asia and beyond, today announced that it entered into a Supplemental Agreement with the holder of its outstanding convertible promissory note (the “Holder”), effective August 20, 2026.

Under the Supplemental Agreement, the parties have cancelled the second tranche of the convertible note offering contemplated under the Securities Purchase Agreement entered into on February 27, 2026. The Supplemental Agreement also cancels, effective immediately and for no separate consideration, the Holder’s outstanding warrants to purchase up to 11,284 Class A ordinary shares issued in connection with the first tranche, eliminating the potential dilution associated with those warrants. Together, these actions reduce potential dilution and simplify the Company’s capital structure.

Under the Securities Purchase Agreement, the financing consisted of two tranches of convertible promissory notes with an aggregate principal face amount of up to $11,880,000. The initial tranche, consisting of notes with an aggregate principal amount of $5,940,000, closed on March 2, 2026, while the remaining $5,940,000 second tranche and related warrants will no longer be issued under the amended agreement.

The majority of the first tranche has been repaid. Under the Supplemental Agreement, the Company has agreed to repay the remaining approximately $1.37 million balance no later than December 31, 2026. No further interest will accrue on that amount from the effective date of the Supplemental Agreement, subject to the agreement’s default provisions.

Upon repayment in full of the remaining amount, all obligations of the parties under the convertible note will terminate and the parties will exchange mutual releases in accordance with the Supplemental Agreement. Following such repayment, the Company will have no convertible debt or warrants outstanding. The Supplemental Agreement also contains certain restrictions on the Company’s ability to conduct future equity financings.

“Strengthening our capital structure and reducing potential dilution are important steps in creating long-term value for our shareholders,” said Mike Fu, Chief Executive Officer of YY Group. “We have repaid the majority of the initial tranche and expect to settle the remaining balance by the year-end deadline. Eliminating the second tranche and cancelling all outstanding warrants further simplifies our capital structure and reduces potential dilution. We remain focused on executing our growth strategy and creating long-term shareholder value.”

The foregoing description of the Supplemental Agreement is qualified in its entirety by reference to the full text of the agreement, which will be furnished as an exhibit to a Report of Foreign Private Issuer on Form 6-K to be filed with the Securities and Exchange Commission.

About YY Group Holding

YY Group Holding Limited (Nasdaq: YYGH) is an AI-enabled workforce management platform and integrated facility management (IFM) provider, headquartered in Singapore and operating across Asia and beyond. The Company’s intelligent workforce solutions platform, YY Circle, helps clients across hospitality, food and beverage, retail, and other service sectors predict, plan, and optimize workforce deployment. In YY Group’s IFM business, its 24IFM software platform and comprehensive IFM subsidiary portfolio support clients across hospitality, transportation, banking, retail, and mixed-use facilities.

As both business lines scale, the Company is systematically embedding AI and automation capabilities, progressing from intelligent decision support toward increasingly autonomous workforce management, to improve service quality, reduce deployment costs, and drive long-term margin expansion. Listed on the Nasdaq Capital Market, YY Group is committed to infrastructure innovation, measurable client outcomes, and long-term value creation.

Forward-Looking Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company bases these forward-looking statements on its expectations and projections about future events, which the Company derives from the information currently available to it. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. Forward-looking statements involve inherent risks and uncertainties, and the forward-looking events discussed in this press release may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about the Company and a number of factors. These factors include, but are not limited to, the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations, including the introduction of new products and services, expected changes in the Company’s revenues, costs and expenditures, anticipated customer growth, and demand for and market acceptance of the Company’s products and services; and industry, market and regulatory conditions, including competition, government policies and regulations affecting the Company’s industry, and other factors that may affect the Company’s financial condition, liquidity and results of operations. For a more detailed discussion of risk factors, please refer to the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of the Company’s most recent annual report on Form 20-F, as amended.

Investor Contact

Jason Zhi Yong Phua, Chief Financial Officer

YY Group

enquiries@yygroupholding.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Press Releases

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 63.3 KB