YY Group (YYGH) issues 3.8M shares to Ren for S$3.6M, 48% stake

Rhea-AI Filing Summary

YY Group Holding Ltd. (YYGH) discloses that reporting person Yinan Ren beneficially owns 3,787,379 Class A ordinary shares, representing 48.33% of the class. These shares were issued on August 3, 2026 under a Sale and Purchase Agreement in satisfaction of S$3,600,000 of purchase consideration.

This amendment corrects the number of Class A ordinary shares outstanding used to calculate ownership, from 12,836,734 previously reported to 7,836,734 based on the shareholder list as of August 14, 2026. The number of shares held by Yinan Ren and the associated voting and dispositive powers remain unchanged.

Key Figures

Beneficial ownership: 3,787,379 shares Ownership percentage: 48.33 % Shares outstanding: 7,836,734 shares +3 more

6 metrics

Beneficial ownership 3,787,379 shares Class A ordinary shares beneficially owned by Yinan Ren

Ownership percentage 48.33 % Percent of Class A ordinary shares represented by 3,787,379 shares

Shares outstanding 7,836,734 shares Class A ordinary shares outstanding as of August 14, 2026

Purchase consideration satisfied Singapore Dollar 3,600,000 Consideration satisfied by issuing 3,787,379 shares to the reporting person

Sole voting power 3,787,379 shares Shares over which Yinan Ren has sole power to vote or direct the vote

Sole dispositive power 3,787,379 shares Shares over which Yinan Ren has sole power to dispose or direct disposition

Key Terms

beneficially owned, sole voting power, sole dispositive power, Sale and Purchase Agreement, +1 more

5 terms

beneficially owned financial

"Number of Class A Ordinary Shares beneficially owned: Yinan Ren 3,787,379 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Sole power to vote or to direct the vote: Yinan Ren 3,787,379 shares"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Sole power to dispose or to direct the disposition of: Yinan Ren 3,787,379 shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Sale and Purchase Agreement financial

"pursuant to the Sale and Purchase Agreement dated August 3, 2026, between the Reporting Person"

A sale and purchase agreement is a binding written contract that sets out the exact terms under which one party sells and another buys assets or a business, much like the detailed receipt and instructions you get when buying a house. It matters to investors because it defines the price, what is included, payment timing, and any promises or protections — all of which determine future cash flows, risk, and the value of the companies involved.

Schedule 13D regulatory

"filed a statement on Schedule 13D to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

What percentage of YYGH does Yinan Ren beneficially own according to this Schedule 13D/A amendment?

The filing states that Yinan Ren beneficially owns 48.33% of YY Group Holding Ltd.'s Class A ordinary shares, based on 3,787,379 shares owned and 7,836,734 shares outstanding as of August 14, 2026.

How many YYGH Class A ordinary shares does Yinan Ren hold?

Yinan Ren beneficially owns 3,787,379 Class A ordinary shares of YY Group Holding Ltd. The filing reports sole voting and sole dispositive power over all 3,787,379 shares, with no shared voting or dispositive power.

What correction does this Schedule 13D/A amendment make for YYGH?

The amendment corrects the outstanding share count used in the ownership calculation, changing it from 12,836,734 to 7,836,734 Class A ordinary shares. This yields a corrected beneficial ownership percentage for Yinan Ren of 48.33%.

How did Yinan Ren acquire the YYGH shares reported in this Schedule 13D/A?

The filing explains that 3,787,379 shares of YYGH Class A ordinary shares were issued to Yinan Ren on August 3, 2026 under a Sale and Purchase Agreement, in satisfaction of S$3,600,000 of purchase consideration.

What voting power does Yinan Ren have over YYGH shares?

According to the filing, Yinan Ren has sole voting power over 3,787,379 shares and no shared voting power. The same 3,787,379 shares are also subject to sole dispositive power, with no shared dispositive power reported.

What is the total number of YYGH Class A shares outstanding used in this amendment?

The amendment uses 7,836,734 Class A ordinary shares of YY Group Holding Ltd. as the total outstanding, based on the company’s shareholder list as of August 14, 2026 provided by its transfer agent.

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Available on EDGAR 08/18/2026 - 10:31 AM Accepted by SEC EDGAR 08/18/2026 - 10:30 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

YY Group Holding Limited

(Name of Issuer)

Class A Ordinary Shares, each with no par value

(Title of Class of Securities)

G9888Q129

(CUSIP Number)

Yinan Ren
BLK 207A WOODLEIGH LINK #08-209,
SINGAPORE, U0, 361207
65 8982 2110

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G9888Q129

1

Name of reporting person

Yinan Ren

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,787,379.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,787,379.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,787,379.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

48.33 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) 3,787,379 shares of Class A ordinary shares of the Issuer issued to the Reporting Person on August 3, 2026, pursuant to the Sale and Purchase Agreement dated August 3, 2026, between the Reporting Person, as Vendor, and the Issuer, as Purchaser, in satisfaction of Singapore Dollar 3,600,000 of the purchase consideration thereunder, as further detailed in Item 3 below. (2) Based upon 7,836,734 shares of Class A ordinary shares of the Issuer currently outstanding, as stated in the Company's shareholder list as of August 14, 2026, provided by TranShare Corp, the Company's Transfer Agent.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, each with no par value
(b)	Name of Issuer: YY Group Holding Limited
(c)	Address of Issuer's Principal Executive Offices: 60 Paya Lebar Road, #09-13/14/15/16/17, Paya Lebar Square, SINGAPORE, SINGAPORE , 409051.
Item 1 Comment: Explanatory Note This Amendment No. 1 to Schedule 13D hereby (this "Amendment") amends the Schedule 13D filed with the Securities and Exchange Commission on August 12, 2026 (the "Original Schedule 13D") by Yinan Ren (the "Reporting Person") with respect to Class A ordinary shares ("Class A Ordinary Shares"), each with no par value, of YY Group Holding Limited, a British Virgin Islands corporation. This Amendment is being filed solely to correct the number of shares of Class A Ordinary Shares outstanding used to calculate the percentage of the class beneficially owned by the Reporting Person. The Original Schedule 13D reported 12,836,734 Class A ordinary shares outstanding based on incorrect information furnished by the Issuer's transfer agent. The correct number is 7,836,734 shares and the corrected percentage of the class beneficially owned by the Reporting Person is 48.33%. The number of shares beneficially owned by the Reporting Person has not changed and remains 3,787,379. Capitalized terms used but not otherwise defined in this Amendment have the meanings given to them in the Original Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Original Schedule 13D remains in full force and effect.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) Number of Class A Ordinary Shares beneficially owned: Yinan Ren 3,787,379 shares Percent of class: Yinan Ren 48.33% Based upon 7,836,734 shares of Class A ordinary shares of the Issuer currently outstanding, as stated in the Company's shareholder list as of August 14, 2026, provided by TranShare Corp, the Company's Transfer Agent. Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Yinan Ren 3,787,379 shares (ii) Shared power to vote or to direct the vote: Yinan Ren 0 shares (iii) Sole power to dispose or to direct the disposition of: Yinan Ren 3,787,379 shares (iv) Shared power to dispose or to direct the disposition of: Yinan Ren 0 shares
(b)	Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) Number of Class A Ordinary Shares beneficially owned: Yinan Ren 3,787,379 shares Percent of class: Yinan Ren 48.33% Based upon 7,836,734 shares of Class A ordinary shares of the Issuer currently outstanding, as stated in theCompany's shareholder list as of August 14, 2026, provided by TranShare Corp, the Company's Transfer Agent. Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Yinan Ren 3,787,379 shares (ii) Shared power to vote or to direct the vote: Yinan Ren 0 shares (iii) Sole power to dispose or to direct the disposition of: Yinan Ren 3,787,379 shares (iv) Shared power to dispose or to direct the disposition of: Yinan Ren 0 shares
(c)	Except as reported in this Amendment, the Reporting Person has not effected any transactions in the Class A Ordinary Shares during the past sixty (60) days.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yinan Ren

Signature:	/s/ Yinan Ren
Name/Title:	Yinan Ren
Date:	08/18/2026