|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
YY Group Holding Ltd. (Name of Issuer) |
Class A Ordinary Shares, each with no par value (Title of Class of Securities) |
(CUSIP Number) |
Kenneth Schlesinger, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 Andrew J. Astore, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/01/2026 (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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Hyperscale Data, Inc. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,377,137.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Alpha Structured Finance LP | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
120,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Alpha Structured Finance GP LLC | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
120,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
ACG Alpha Management LLC | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
120,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Ault Lending, LLC | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,257,137.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Ault Capital Group, Inc. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,377,137.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
AULT MILTON C III | ||||||||
| 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)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,409,137.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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 Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
60 PAYA LEBAR ROAD #05-43 PAYA LEBAR SQ, SINGAPORE,
SINGAPORE
, 409051. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D originally filed by the Reporting Persons on April 15, 2026, as amended (the "Schedule 13D"), and relates to the Class A Ordinary Shares, each with no par value, of YY Group Holding Ltd. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated as follows:
The aggregate purchase price of the 120,000 Shares beneficially owned by Alpha Fund that were purchased directly by Alpha Fund with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $167,347, including brokerage commissions.
The aggregate purchase price of the 1,257,137 Shares beneficially owned by Ault Lending that were purchased directly by Ault Lending with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $(146,306), including brokerage commissions.
The aggregate purchase price of the 32,500 Shares beneficially owned by Mr. Ault that were purchased directly by Mr. Ault with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $(35,757), including brokerage commissions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 4,371,392 Shares outstanding as of April 24, 2026, which is the total number of Shares outstanding reported by the Issuer in its Form 20-F/A filed with the Securities and Exchange Commission (the "SEC") on April 24, 2026.
As of the date hereof, Hyperscale, as the majority holder of the equity interests of Ault Capital, may be deemed to beneficially own the 1,377,137 Shares beneficially owned in the aggregate by Alpha Fund and Ault Lending.
Percentage: 31.5%
As of the date hereof, Alpha Fund beneficially owned 120,000 Shares.
Percentage: 2.7%
As of the date hereof, Alpha GP, as the general partner of Alpha Fund, may be deemed to beneficially own the 120,000 Shares beneficially owned by Alpha Fund.
Percentage: 2.7%
As of the date hereof, Alpha Management, as the investment manager of Alpha Fund, may be deemed to beneficially own the 120,000 Shares beneficially owned by Alpha Fund.
Percentage: 2.7%
As of the date hereof, Ault Lending beneficially owned 1,257,137 Shares.
Percentage: 28.8%
As of the date hereof, Ault Capital, as the majority holder of the equity interests of Alpha Management and Ault Lending, may be deemed to beneficially own the 1,377,137 Shares beneficially owned in the aggregate by Alpha Fund and Ault Lending.
Percentage: 31.5%
As of the date hereof, Mr. Ault beneficially owned 1,409,137 Shares, including 32,500 Shares beneficially owned directly, and the 1,377,137 Shares beneficially owned in the aggregate by Alpha Fund and Ault Lending that, as the CEO and Chief Investment Officer of Alpha Management, Executive Chairman of Ault Capital, and the Executive Chairman of Hyperscale, Mr. Ault may be deemed to beneficially own.
Percentage: 32.2% | |
| (b) | Item 5(b) is hereby amended and restated as follows:
Hyperscale:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,377,137
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,377,137
Alpha Fund:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 120,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 120,000
Alpha GP:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 120,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 120,000
Alpha Management:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 120,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 120,000
Ault Lending:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,257,137
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,257,137
Ault Capital:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,377,137
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,377,137
Mr. Ault:
1. Sole power to vote or direct vote: 32,500
2. Shared power to vote or direct vote: 1,377,137
3. Sole power to dispose or direct the disposition: 32,500
4. Shared power to dispose or direct the disposition: 1,377,137 | |
| (c) | Item 5(c) is hereby amended and restated as follows:
None of the Reporting Persons have engaged in any transactions in the Shares since the filing of Amendment No. 1 except as set forth in Exhibit 1 hereto. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Transactions in Securities of the Issuer Since the Filing of Amendment No. 1 | ||
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 1
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 11
| Nature of the Transaction |
Amount of Securities Purchased/(Sold) |
Price ($) |
Date of Purchase/Sale |
Ault Lending, LLC
| Sale of Common Stock | (2,000) | 1.5798 | 04/21/2026 |
| Purchase of Common Stock | 20,812 | 1.3541 | 04/24/2026 |
| Purchase of Common Stock | 10,000 | 1.111 | 04/29/2026 |
| Purchase of Common Stock | 100,000 | 0.8725 | 05/01/2026 |
| Purchase of Common Stock | 205,664 | 0.9720 | 05/05/2026 |
Milton C. Ault, III
| Sale of Common Stock | (3,500) | 1.6091 | 04/16/2026 |
| Purchase of Common Stock | 8,500 | 1.5113 | 04/17/2026 |
| Sale of Common Stock | (5,000) | 1.5798 | 04/21/2026 |
| Sale of Common Stock | (5,000) | 1.5629 | 04/22/2026 |
| Sale of Common Stock | (1,114) | 1.5508 | 04/23/2026 |
| Purchase of Common Stock | 1,114 | 1.3599 | 04/24/2026 |
| Purchase of Common Stock | 2,000 | 1.0754 | 04/29/2026 |
| Purchase of Common Stock | 3,000 | 1.0361 | 04/30/2026 |
| Purchase of Common Stock | 1,000 | 0.8485 | 05/01/2026 |
| Purchase of Common Stock | 2,000 | 0.8127 | 05/04/2026 |
| Sale of Common Stock | (3,000) | 0.7513 | 05/05/2026 |
| Purchase of Common Stock | 2,500 | 0.9914 | 05/05/2026 |
1 Certain transactions by Mr. Ault are disclosed that preceded the filing of Amendment #1, which were inadvertently missing from Amendment #1.