YY Group Holding Limited (YYGH) issues shares giving investor a 29.5% stake

Rhea-AI Filing Summary

YY Group Holding Limited disclosed that individual investor Yinan Ren has become a significant shareholder following a share-for-acquisition transaction. On August 3, 2026, the company issued 3,787,379 Class A ordinary shares to Ren at an issue price of S$0.9505 per share, in satisfaction of S$3,600,000 of the purchase consideration under a Sale and Purchase Agreement for 95% of the share capital of Xtreme Solution Pte. Ltd. These shares represent 29.50% of YY Group’s Class A ordinary shares, based on 12,836,734 shares outstanding as of August 11, 2026. Ren holds sole voting and dispositive power over all of these shares and currently reports no specific plans to change control or pursue corporate actions, while reserving the right to review this position over time.

Filing Explained

This initial Schedule 13D, which discloses ownership above 5%, adds that the completed August 3, 2026 transaction involved total consideration of S$4,500,000: S$3,600,000 settled through the issued 3,787,379 Class A shares and S$900,000 in cash; Ren now has sole voting and disposal power over 29.50% of the class.

Key Figures

Shares issued to reporting person: 3,787,379 Class A ordinary shares Issue price per share: S$0.9505 per share Share consideration: S$3,600,000 +4 more

7 metrics

Shares issued to reporting person 3,787,379 Class A ordinary shares Allotted and issued to Yinan Ren on August 3, 2026 as share consideration

Issue price per share S$0.9505 per share Price used to determine number of shares for S$3,600,000 consideration

Share consideration S$3,600,000 Portion of S$4,500,000 purchase price satisfied in YY Group Class A shares

Cash consideration S$900,000 Cash portion of aggregate S$4,500,000 consideration for 95% of Xtreme Solution

Stake acquired in target 95% Issued and paid-up share capital of Xtreme Solution Pte. Ltd. acquired

Beneficial ownership percentage 29.50% Class A ordinary shares of YY Group beneficially owned by Yinan Ren

Class A shares outstanding 12,836,734 shares Class A ordinary shares issued and outstanding as of August 11, 2026

Key Terms

Schedule 13D, Sale and Purchase Agreement, beneficially owned, sole voting power, +1 more

5 terms

Schedule 13D regulatory

"Due to ownership exceeding twenty percent because of the Sale and Purchase Agreement, the Reporting Person is filing this initial"

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.

Sale and Purchase Agreement financial

"entered into a Sale and Purchase Agreement relating to the sale and purchase of 66,500 ordinary shares"

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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 3,787,379.00"

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 Voting Power 3,787,379.00"

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.

dispositive power financial

"Sole Dispositive Power 3,787,379.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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

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Available on EDGAR 08/12/2026 - 02:14 PM Accepted by SEC EDGAR 08/12/2026 - 02:14 PM Learn about SEC filing dates

FAQ

What ownership stake in YYGH does Yinan Ren report in this Schedule 13D?

The filing reports that Yinan Ren beneficially owns 3,787,379 Class A shares of YY Group Holding Limited, representing 29.50% of the Class A ordinary shares based on 12,836,734 shares outstanding as of August 11, 2026.

How did Yinan Ren acquire YYGH shares disclosed in the Schedule 13D?

Ren acquired the 3,787,379 Class A shares as part of the consideration under a Sale and Purchase Agreement, where YY Group issued shares at S$0.9505 each to satisfy S$3,600,000 of the price for 95% of Xtreme Solution Pte. Ltd.

What is the total consideration and structure for YYGH’s acquisition of Xtreme Solution Pte. Ltd.?

The aggregate consideration is S$4,500,000, consisting of S$900,000 in cash and S$3,600,000 satisfied by issuing 3,787,379 Class A shares at S$0.9505 per share to Yinan Ren for 95% of Xtreme Solution’s share capital.

Does Yinan Ren have control over the YYGH shares reported in this Schedule 13D?

Yes. The filing states that Yinan Ren has sole voting power and sole dispositive power over all 3,787,379 Class A shares, with no shared voting or dispositive power over any YY Group shares.

Does the Schedule 13D for YYGH state any current plans by Yinan Ren to change control or strategy?

The filing states that, apart from acquiring shares as consideration, no specific plans or proposals currently exist regarding events listed in Item 4(a)-(j). However, Ren reserves the right to review the investment and consider future actions.

What triggered the need for Yinan Ren to file this Schedule 13D for YYGH?

The Schedule 13D was filed because, after the share issuance under the Sale and Purchase Agreement, ownership exceeded twenty percent of YY Group’s Class A shares, requiring an initial beneficial ownership report under Rule 13d-1(a).

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

29.50 %

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 12,836,734 shares of Class A ordinary shares of the Issuer currently issued and outstanding, as stated in the Company's shareholder list as of August 11, 2026 on August 26, 2025, 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 Schedule 13D, filed with the U.S. Securities and Exchange Commission on August 12, 2026, is being filed 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. Due to ownership exceeding twenty percent because of the Sale and Purchase Agreement, the Reporting Person is filing this initial Schedule 13D in accordance with ss. 240.13d-1(a) of the Securities Exchange Act of 1934.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Yinan Ren (the "Reporting Person").
(b)	The principal place of business and office for the Reporting Person is located at BLK 207A WOODLEIGH LINK #08-209 SINGAPORE 361207.
(c)	The Reporting Person is self-employed as an entrepreneur and investor.
(d)	During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the People's Republic of China.
Item 3.	Source and Amount of Funds or Other Consideration
	On August 3, 2026, the Reporting Person, as Vendor, and the Issuer, as Purchaser, entered into a Sale and Purchase Agreement (the "Agreement") relating to the sale and purchase of 66,500 ordinary shares, representing ninety-five percent (95%) of the issued and paid-up share capital of Xtreme Solution Pte. Ltd., a company incorporated in Singapore (the "Target"). The aggregate consideration payable to the Reporting Person under the Agreement is Singapore $4,500,000, of which S$900,000 is payable in cash and S$3,600,000 is to be satisfied by the allotment and issue of Class A ordinary shares of the Issuer. In satisfaction of the S$3,600,000 share portion of the consideration, the Issuer allotted and issued 3,787,379 Class A ordinary shares to the Reporting Person on August 3, 2026, at an issue price of S$0.9505 per share. The number of shares was determined by dividing S$3,600,000 by the issue price and rounding down to the nearest whole share. As of the filing of this Schedule 13D, other than the information disclosed herein, the Reporting Person has not effected any transactions in the Issuer's securities since becoming a 10% shareholder.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the Class A Ordinary Shares reported herein as partial satisfaction of the consideration payable to the Reporting Person under the Agreement in respect of the sale of the Reporting Person's shares in the Target. Except as otherwise described herein, the Reporting Person currently has no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4(a) through (j) of Schedule 13D. However, the Reporting Person reserves the right, at any time and from time to time, to review or reconsider such position and/or change such purpose and/or formulate plans or proposals with respect thereto. The Reporting Person intends to review from time to time its investment in the Issuer and its business affairs, financial position, performance, and other investment considerations. The Reporting Person may, from time to time, engage in discussions with the Issuer, its directors and officers, other stockholders of the Issuer, and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its subsidiaries. Based upon such review and discussions, as well as general economic, market and industry conditions and prospectus and the Reporting Person's liquidity requirements and investment considerations, and subject to the limitations in the agreements described above, the Reporting Person may consider additional courses of action, which may include, in the future, formulating plans or proposals regarding the Issuer and/or its subsidiaries, including possible future plans or proposals concerning events or transactions of the kind described in Item 4(a) through (j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Number of Class A Ordinary Shares beneficially owned: Yinan Ren 3,787,379 shares Percent of class: Yinan Ren 29.50% Based upon 12,836,734 shares of Class A Ordinary Shares currently issued and outstanding, as stated in the Company's shareholder list as of August 11, 2026 on August 26, 2025, provided by TranShare Corp, the Company's Transfer Agent.
(b)	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 Schedule 13D, 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.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as disclosed below and in Items 3 and 4 of this Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) to which the Reporting Person is a party with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. Description 99.1 Sale and Purchase Agreement relating to the sale of 95% share capital of Xtreme Solution Pte.Ltd.

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:	08/12/2026