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 ~~February~~March 2026

Commission File No. 001-42026

YY Group Holding Limited

60 Paya Lebar Road

#09-13/14/15/16/17

Paya Lebar Square

Singapore

(Address of principal executive office)

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 ☐

~~Entry~~As disclosed in the report on Form 6-K of YY Group Holding Limited (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2026, the Company entered into a ~~Material~~Securities ~~Definitive~~Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) on February 27, 2026, pursuant to which the Company agreed to offer and sell to the Investors, on the terms and subject to the conditions set forth therein, in two tranches (the “Offering”) (i) up to Eleven Million Eight Hundred Eighty Thousand Dollars ($11,880,000) in aggregate principal face amount of 8% original issue discount Convertible Promissory Notes of the Company (each a “Note”, and collectively, the “Notes”), which Notes are convertible (the “Conversion Shares”) into the Company’s Class A ordinary shares, no par value (the “Class A Ordinary Shares”) pursuant to the terms and conditions set forth in the Notes and (ii) related warrants (each a “Warrant”, and collectively, the “Warrants”), which Warrants are exercisable for Class A Ordinary Shares (the “Warrant Shares”), pursuant to the terms and conditions set forth in the Warrants.

OnThe ~~February~~initial ~~27,~~tranche ~~2026,~~closing YYof ~~Group Holding Limited (~~the ~~“Company”) entered~~Offering ~~into an At The Market Sales Agreement (the “Sales Agreement”) with Spartan Capital Securities, LLC (“Spartan”),~~was ~~serving~~completed ason ~~the~~March ~~lead sales agent~~2, ~~and Wilson-Davis & Co~~2026., ~~Inc.~~At ~~(“WDCO,” and together with Spartan,~~ the ~~“Sales~~initial ~~Agents”), serving~~tranche ~~as an additional agent~~closing, ~~pursuant to which~~ the Company ~~may~~issued ~~offer and sell, from time~~ to ~~time at its sole discretion through~~ the ~~Sales~~ ~~Agents,~~Investors ~~Class A Ordinary Shares, no par value~~ (~~the “Class A Ordinary Shares”~~i), ofNotes in the ~~Company up to an~~ aggregate ~~offering price~~principal amount of $~~20 million (the Class A Ordinary Shares to be sold pursuant to the Sales Agreement~~5, ~~the “Shares”). The offer and sale of the Shares~~940, ~~if any~~000, ~~will~~reflecting begross ~~made~~proceeds ~~pursuant~~prior to ~~the~~expenses ~~Company’s~~and ~~shelf~~fees ~~registration~~in ~~statement~~connection ~~on Form F-3 (File Number 333-286705), including the base prospectus contained therein, which was initially filed~~ with the ~~United~~offering ~~States~~of ~~Securities and Exchange Commission (the “Commission”) on April 23~~$5, ~~2025~~500,000 ~~and~~after ~~was~~giving ~~declared effective by the Commission on April 30, 2025 and as supplemented by the~~effect ~~prospectus supplement, dated February 27, 2026, filed with the Commission pursuant~~ to ~~Rule 424(b)(5) of~~ the ~~Securities~~8% ~~Act~~original ofissue ~~1933~~discount, ~~as amended~~and (~~the “Securities Act”~~ii), ~~relating~~Warrants to ~~the~~purchase ~~Shares~~initially ~~which~~up ~~may be issued from time~~ to ~~time~~47,255,369 ~~pursuant~~Warrant ~~to the Sales Agreement (the “Prospectus Supplement”)~~Shares.

~~Under~~The ~~the~~Offering ~~Sales~~was ~~Agreement,~~made ~~subject~~pursuant to the ~~terms~~Company’s of(i) ~~the~~shelf ~~Sales~~registration ~~Notice~~statement ~~(as~~on ~~defined~~Form inF-3 ~~the~~(File ~~Sales~~No. ~~Agreement~~333-286705), ~~the~~filed ~~Sales~~with ~~Agents~~the ~~may~~Commission ~~sell~~on ~~Shares~~April by23, ~~any~~2025, ~~method~~and ~~permitted~~declared effective by ~~law deemed to be an “at-~~the~~-market~~ ~~offering”~~Commission ason ~~defined~~April in30, ~~Rule~~2025 ~~415~~and (aii)~~(4)~~ ~~under~~a ~~the~~prospectus ~~Securities~~supplement ~~Act,~~filed ~~including,~~by ~~without~~the ~~limitation,~~Company ~~sales~~with ~~made directly~~the Commission on orFebruary ~~through~~27, ~~The~~2026 ~~Nasdaq~~pursuant to ~~Capital~~Rule ~~Market,~~424(b)(5) onof ~~any~~the ~~other~~Securities ~~existing~~Act ~~trading~~of ~~market~~1933, ~~for~~as amended (the ~~Class~~“Securities AAct”), ~~Ordinary~~which ~~Shares~~also orrelates to orthe ~~through~~offer aand ~~market~~sale ~~maker.~~of ~~If expressly authorized by~~ the ~~Company~~Notes, ~~the~~Warrants, ~~Sales~~Conversion ~~Agents may also sell the~~ Shares inand ~~privately~~Warrant ~~negotiated transactions~~Shares.

The Sales Agents will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Sales Agents a placement fee of 3.75% of the gross proceeds from the sale of the Shares sold through the Sales Agents under the Sales Agreement and will reimburse the Sales Agents for certain expenses in connection with entering into the Sales Agreement.

The Company is not obligated to make any sales of Shares under the Sales Agreement and no assurance can be given that it will sell any Shares under the Sales Agreement, or, if it does, as to the price or number of Shares that it will sell, or the dates on which any such sales will take place. The Company intends to use (i) up to SGD$545,000 (approximately US$429,420) for the repayment of a business loan to Bizcap Sg Pte Ltd, which bears interest at a rate of 38% per annum and matures on December 2, 2026 and (ii) any additional net proceeds from this offering for general corporate purposes, which may include business diversification and development initiatives and capital expenditures. The Company may also use a portion of the net proceeds to appoint professionals to explore potential acquisitions or strategic investments in complementary businesses or technologies; however, as of the date of this report, the Company has not entered into any definitive agreements. In the event that any net proceeds are not immediately applied, the Company may temporarily hold them as cash or deposit them in banks.

The Sales Agreement may be terminated by the Company or Spartan as set forth in the Sales Agreement. Any termination of the Sales Agreement shall be effective on the date specified in such notice of termination, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agents or the Company, as the case may be. If such termination shall occur prior to the settlement date for any sale of the Shares, such sale of the Shares shall settle in accordance with the provisions of Section 2(b) of the Sales Agreement.

In addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agents against certain liabilities, including liabilities under the Securities Act. The Sales Agreement also contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

The foregoing is not a complete description of the Sales Agreement and is qualified by reference to the full text and terms of the Sales Agreement, which is filed as Exhibit 10.1 to this current report and incorporated herein by reference.

This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The ~~legal~~information ~~opinion~~contained ofin ~~Mourant~~this ~~Ozannes~~Report ~~(Cayman)~~on ~~LLP,~~Form ~~counsel~~6-K toof the Company, ~~relating~~are tohereby incorporated by reference into the ~~legality~~Company’s ofRegistration Statement on Form F-3 (File No. 333-286705) as amended, and into the ~~issuance~~prospectus and/or ~~sale~~prospectus ofsupplements outstanding under the ~~Shares~~foregoing isregistration statement, to the extent not superseded by documents or reports subsequently filed asor ~~Exhibit~~furnished ~~5.1~~by ~~hereto~~the Company under Securities Act, or the Securities Exchange Act of 1934, as amended.

~~General~~1

The information contained in this Report on Form 6-K of the Company, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-286705) as amended, and into the prospectus or prospectus supplement outstanding under the foregoing registration statement, to the extent not superseded by documents or report subsequently filed or furnished by the Company under Securities Act, or the Securities Exchange Act of 1934, as amended.

Exhibit Index

Exhibit No.
5.1		Opinion of Mourant Ozannes (Cayman) LLP
10.1		Sales Agreement, dated February 27, 2026 by and between YY Group Holding Limited, Spartan Capital Securities, LLC and Wilson-Davis & Co., Inc.
23.1		Consent of Mourant Ozannes (Cayman) LLP (included in the opinion filed as Exhibit 5.1)

SIGNATURE

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 hereunto duly authorized.

	YY Group Holding Limited
Date: February 27, 2026	By:	/s/ Fu Xiaowei
Date: March 2, 2026	By:	/s/ Fu Xiaowei
	Name:	Fu Xiaowei
	Title:	Chief Executive Officer

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