YY Group Holding Ltd. SEC Filings

YY Group Holding Ltd. director-level insider reporting shows Chief Information Officer Teng Sin Ken has filed an initial statement of beneficial ownership. This Form 3 excerpt lists no common stock or derivative transactions and shows no recorded holdings or option positions in the summarized data fields.

YY Group Holding Ltd. director Fu Xiaowei filed an initial ownership report showing holdings of 290,660 Class A ordinary shares. The shares are held directly, and the filing does not report any recent purchase or sale activity, only the director’s existing equity position.

Chan Yong Xian, a director of YY Group Holding Ltd., reported beneficial ownership of 200 Class A ordinary shares. The entry records existing direct holdings and does not show a new purchase or sale of shares.

YY Group Holding Limited is pausing its at-the-market equity offering program and cancelling previously allocated but unsold shares. The company has instructed its sales agents to return and cancel 1,004,107 Class A ordinary shares, which will reduce total outstanding shares from 4,278,935 to 3,274,828 once the process is completed on or around April 3, 2026.

The ATM program had allowed sales of up to $20 million of shares, but no further shares will be issued while the pause remains in effect. YY Group states that its current liquidity is sufficient to fund near-term operations and support execution of its FY2026 revenue guidance of US$103 million to US$110 million.

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.

YY Group Holding Limited outlines strong preliminary results and rapid expansion across Asia. For fiscal year 2025, the company expects revenue of US$57–58 million, up about 38.7–41.1% year over year, with estimated gross profit of US$7.5–8.0 million, rising roughly 42.6–52.1%. Gross margin is projected to improve to 13.2–13.8% from 12.8% in 2024, indicating better unit economics.

The letter highlights expansion in Hong Kong, Malaysia and Thailand, acquisitions such as Uniforce Security and a majority stake in Transocean Oil’s property investment division, and new robotics and AI initiatives. YY Group also reports total assets of US$44.0 million and net assets of US$24.9 million as of June 30, 2025, launches a US$20 million at-the-market facility, and adopts a long-term Bitcoin treasury strategy using excess cash.

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.

YY Group Holding Limited completed the initial tranche of a previously agreed convertible financing with institutional investors. The company issued 8% original issue discount Convertible Promissory Notes with an aggregate principal amount of $5,940,000, providing gross proceeds of $5,500,000 before expenses.

These Notes are part of an Offering of up to $11,880,000 in principal amount and are convertible into Class A ordinary shares under specified terms. YY Group also issued Warrants initially exercisable for up to 47,255,369 Class A ordinary shares. The securities were offered under an effective Form F-3 shelf registration and related prospectus supplement.

YY Group Holding Limited entered into an at-the-market Sales Agreement with Spartan Capital Securities and Wilson-Davis & Co., allowing it to issue and sell Class A ordinary shares with an aggregate offering price of up to $20 million under its effective Form F-3 shelf registration.

The company will pay the sales agents a 3.75% fee on gross proceeds and may sell shares on Nasdaq or in privately negotiated deals at its discretion. It plans to use up to SGD$545,000 (approximately US$429,420) to repay a high-interest business loan bearing 38% annual interest and maturing on December 2, 2026, with any remaining net proceeds for general corporate purposes, potential acquisitions, and other initiatives.