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 June 2026
Commission File Number: 001-42026
YY Group Holding Limited
60 Paya Lebar Road
#09-13/14/15/16/17
Paya Lebar Square
Singapore 409051
(Address of principal executive offices)
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 ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As previously disclosed in the Report on Form 6-K filed by YY Group Holding Limited, a British Virgen Islands Company (“YY Group” or the “Company”), on February 27, 2026, the Company entered into an At The Market Sales Agreement (the “Sales Agreement”) with Spartan Capital Securities, LLC, serving as the lead sales agent, and Wilson-Davis & Co., Inc., serving as an additional agent, pursuant to which the Company may offer and sell, from time to time at its sole discretion through the Sales Agents, Class A ordinary shares, no par value, of the Company up to an aggregate offering price of $20 million (the “Offering”). On March 30, 2026 the Company instructed Sales Agents to pause the Offering. On April 28, 2026, the Company and the Sales Agents relaunched the Offering.
As previously disclosed in the Report on Form 6-K filed by the Company on March 23, 2026, the Company’s Class A ordinary shares began trading on an adjusted basis giving effect to a 1-for-50 reverse stock split on March 23, 2026 (the “March Share Reverse Split), under the existing ticker symbol “YYGH.”
On June 16, 2026, the Company announced the completion of the Offering. As of June 16, 2026, the Company has issued an aggregate of 93,880,252 Class A ordinary shares (adjusted to give effect to the March Share Reverse Split) under the Sales Agreement, resulting in gross proceeds of approximately US$20 million. After payment of the sales agents’ commission of 3.75% of the gross proceeds and certain other offering expenses, the Company received net proceeds of approximately US$19.1 million. As of June 16, 2026, 2026, the company has 179,371,392 Class A ordinary shares outstanding and 96,051,645 Class A ordinary shares issued (83,319,747 unissued shares scheduled to be cancelled by Transfer Agent of the Company). No further share sales will be made under this ATM Program, effectively concluding the facility as of June 16, 2026.
The Company expects to use the net proceeds from the ATM facility to pay off the remaining cash portion for the acquisitions completed in 2025, and for working capital purposes and business expansion for the overseas markets.
A copy of the press release is attached hereto as Exhibit 99.1.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 16, 2026- YY Group Completes US$20 Million At-The-Market Equity Offering Program |
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SIGNATURES
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, thereunto duly authorized.
| YY Group Holding Limited | ||
| Date: June 16, 2026 | By: | /s/ Fu Xiaowei |
| Name: | Fu Xiaowei | |
| Title: | Chief Executive Officer, Chairman and Director | |
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Exhibit 99.1
For Immediate Release
YY Group Completes US$20 Million At-The-Market Equity Offering Program
Gross Proceeds Maximize Financial Flexibility to Accelerate High-Margin AI and Robotics Initiatives
SINGAPORE, June 16, 2026 — YY Group Holding Limited (NASDAQ: YYGH) (“YY Group” or the “Company”), an AI-native workforce management platform and integrated facility management (IFM) provider operating across Asia and beyond, today announced the completion of its previously announced At-The-Market equity offering program (the “ATM Program”), established pursuant to the prospectus supplement dated February 27, 2026 and the Sales Agreement of the same date with Spartan Capital Securities, LLC, as lead sales agent, and Wilson-Davis & Co., Inc., as additional sales agent.
YY Group has fully utilized the maximum aggregate offering capacity under the ATM Program, raising US$20 million in gross proceeds. After deducting the sales agents’ commission of 3.75% of gross proceeds and estimated offering expenses, the Company received net proceeds of approximately US$19.1 million. No further share sales will be made under this ATM Program, effectively concluding the facility.
As disclosed in the February 27, 2026 prospectus supplement, the Company intends to apply a portion of the net proceeds to retire outstanding higher-cost short-term business loans, immediately reducing the Company’s recurring financing costs. YY Group intends to deploy the vast majority of the remaining funds for continued investment in its proprietary AI-native workforce management platform, regional IFM services, and its recently launched AI software, physical AI training data factories, and robotics initiatives, as well as the exploration of potential high-value acquisitions or strategic investments in complementary technologies.
Mike Fu, CEO of YY Group, commented, “The successful and full utilization of this US$20 million ATM program marks a pivotal point for YY Group’s capital structure. With this capital fully secured, the program is concluded, removing any further market equity issuance under this facility. We are now exceptionally well-capitalized to aggressively scale our high-margin AI software, data training, and robotics initiatives while optimizing our balance sheet. We appreciate the continued alignment of our shareholders as we transform from an intelligent decision-support tool into an increasingly autonomous, AI-driven workforce leader.”
About YY Group Holding
YY Group Holding Limited (Nasdaq: YYGH) is an AI-native workforce management platform and integrated facility management (IFM) provider, headquartered in Singapore and operating across Asia and beyond. The Company’s intelligent workforce solutions platform, YY Circle, helps clients across hospitality, food and beverage, retail, and other service sectors predict, plan, and optimize workforce deployment. In YY Group’s IFM business, its 24IFM software platform and comprehensive IFM subsidiary portfolio support clients across hospitality, transportation, banking, retail, and mixed-use facilities.
As both business lines scale, the Company is systematically embedding AI and automation capabilities – progressing from intelligent decision support toward increasingly autonomous workforce management – to improve service quality, reduce deployment costs, and drive long-term margin expansion. Listed on the Nasdaq Capital Market, YY Group is committed to infrastructure innovation, measurable client outcomes, and long-term value creation.
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 across Southeast Asia, Hong Kong, and other markets in which the Company operates, (ii) capital and credit market volatility, (iii) local and global economic conditions, (iv) our anticipated growth strategies, (v) governmental approvals and regulations, (vi) our ability to successfully develop, deploy, and commercialize our AI-powered and automation products and capabilities, including through strategic partnerships, and (vii) our future business development, results of operations and financial condition, or the Company’s capital requirements and the potential need to raise additional capital through equity, debt or other financings. 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 Zhi Yong Phua, Chief Financial Officer
YY Group
enquiries@yygroupholding.com