YY Group (NASDAQ: YYGH) launches US$20M at-the-market share facility

Rhea-AI Filing Summary

YY Group Holding Limited has established an at-the-market equity offering facility, allowing it to offer and sell, from time to time, up to US$20,000,000 of its Class A ordinary shares through Spartan Capital Securities, LLC and Wilson-Davis & Co., Inc. as sales agents. Shares may be sold at prevailing market prices on The Nasdaq Capital Market, other trading markets, through market makers, in privately negotiated deals with the Company’s consent, or in block trades, and the Company may suspend or terminate the program at any time.

The Company plans to use up to approximately $0.4 million of net proceeds to repay certain outstanding debt obligations, with any additional net proceeds allocated to general corporate purposes, including potential business diversification, development initiatives, and capital expenditures. The offering is being made under an effective shelf registration statement on Form F-3, with a related prospectus supplement to be filed with the SEC.

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 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 ☐

EXHIBIT INDEX

Exhibit No.
99.1		Press Release, dated February 27, 2026

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: March 2, 2026	By:	/s/ Fu Xiaowei
	Name:	Fu Xiaowei
	Title:	Chief Executive Officer

2

Exhibit 99.1

For Immediate Release

YY Group Announces US$20 Million At-The-Market Offering Facility

SINGAPORE, February 27, 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 it has entered into an At The Market Sales Agreement (the “ATM Agreement”) with Spartan Capital Securities, LLC (“Spartan”) and Wilson-Davis & Co., Inc. (“WDCO,” and together with Spartan, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, up to US$20,000,000 of its Class A Ordinary Shares through the Sales Agents, acting as sales agents.

Sales of the shares, if any, will be made at market prices by methods deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, including without limitation sales made directly on The Nasdaq Capital Market, on any other existing trading market for the Class A Ordinary Shares or to or through a market maker. The Sales Agents may also sell the Class A Ordinary Shares (i) in privately negotiated transactions with the consent of the Company or (ii) in block transactions. The Company is under no obligation to sell any shares under the ATM Agreement and may suspend or terminate the offering at any time. The Company expects to use (i) up to approximately $0.4 million of the net proceeds from this offering to satisfy certain outstanding debt obligations 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 offering is being made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-286705), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 23, 2025, and declared effective on April 30, 2025. A prospectus supplement describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

Spartan Capital Securities, LLC is serving as the lead sales agent for the offering and Wilson-Davis & Co., Inc. is serving as an additional sales agent for the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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

What did YY Group (YYGH) announce in this Form 6-K filing?

YY Group announced an at-the-market equity offering facility for up to US$20,000,000 of Class A ordinary shares. The shares may be sold from time to time through designated sales agents at prevailing market prices.

How large is YY Group’s new at-the-market share offering program?

The program permits YY Group to offer and sell up to US$20,000,000 of its Class A ordinary shares. These sales can occur gradually, giving the company flexibility in timing and size of individual issuances.

How will YY Group (YYGH) use proceeds from the US$20 million ATM facility?

YY Group expects to use up to approximately $0.4 million of net proceeds to repay certain outstanding debt obligations. Any additional net proceeds are earmarked for general corporate purposes, including business diversification, development initiatives, and capital expenditures.

Who are the sales agents for YY Group’s at-the-market offering?

Spartan Capital Securities, LLC is the lead sales agent and Wilson-Davis & Co., Inc. acts as an additional sales agent. They may execute sales on Nasdaq, other trading markets, through market makers, block trades, or approved private transactions.

Under what registration statement is YY Group conducting this ATM offering?

The at-the-market offering is being conducted under YY Group’s shelf registration statement on Form F-3 (File No. 333-286705), which the SEC declared effective on April 30, 2025, with a prospectus supplement to describe specific terms.

Is YY Group required to sell shares under this US$20 million ATM agreement?

No. YY Group is under no obligation to sell any shares under the ATM Agreement. The company may suspend or terminate the offering at any time, providing flexibility over whether and when to issue new shares.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 9.3 KB
• EX-99 GRAPHIC 5.3 KB