YY Group Holding Ltd-A美股招股说明书(2026-02-27版)

Up to $20,000,000 Class A Ordinary SharesYY Group Holding Limited We have entered into an At The Market Sales Agreement (the “Sales Agreement”) with Spartan Capital Securities, LLC (“Spartan”),serving as the lead sales agent and Wilson-Davis & Co., Inc., serving as an additional sales agent (“WDCO,” and in conjunction withSpartan, the “Sales Agents”), dated February 27, 2026, relating to the sale of our Class A ordinary shares, no par value (“Class AOrdinary Shares”), offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of theSales Agreement, we may offer and sell our Class A Ordinary Shares from time to time up to an aggregate offering price of$20,000,000 through the Sales Agents, acting as sales agents. Upon our delivery of a sale notice and subject to the terms and conditions of the Sales Agreement, the Sales Agents may sell our ClassA Ordinary Shares by methods deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, asamended (the “Securities Act”). The Sales Agents are not required to sell any specific number or dollar amount of securities but willuse their commercially reasonable efforts consistent with their normal trading and sales practices and applicable state and federal laws,rules and regulations to sell our Class A Ordinary Shares. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The compensation to the Sales Agents for sales of Class A Ordinary Shares sold pursuant to the Sales Agreement will be an amountequal to 3.75% of the gross proceeds of any Class A Ordinary Shares sold under the Sales Agreement. See “Plan of Distribution” forinformation relating to certain commissions and expenses of the Sales Agents to be reimbursed by us. In connection with the sale of the Class A Ordinary Shares on our behalf, both Spartan and WDCO will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Spartan and WDCO will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agents withrespect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended (the “ExchangeAct”). Our Class A Ordinary Shares trade on The Nasdaq Capital Market under the symbol “YYGH”. The last reported sale price of our ClassA Ordinary Shares on The Nasdaq Capital Market on February 26, 2026 was $0.1839 per share. For a more detailed description of ourClass A Ordinary Shares, see the section entitled “Description of the Securities we are Offering” beginning on page S-20 of thisprospectus supplement. The Company is authorized to issue an unlimited number of shares, divided into Class A Ordinary Shares, no par value, and Class BOrdinary Shares, no par value (up to a maximum of 5,000,000 Class B Ordinary Shares). As of the date of this prospectus supplement,there are 68,886,178 Class A Ordinary Shares (not including 967,884 treasury shares) and 5,000,000 Class B Ordinary Shares issuedand outstanding. The rights of holders of the Class A Ordinary Shares and holders of the Class B Ordinary Shares are essentiallyidentical except for voting rights. Holders of the Class A Ordinary Shares are entitled to one vote per share and holders of the Class BOrdinary Shares are entitled to 500 votes per share. As a foreign private issuer, we are currently exempt under the Exchange Act from, among other things, the rules prescribing thefurnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from thereporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. We are currently exempt from thereporting requirements under Section 16(a) of the Exchange Act until March 18, 2026, the date the new compliance requirement forforeign private issuers, introduced by The Holding Foreign Insiders Accountable Act (HFIAA), begins. In addition, we will not berequired under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S.companies whose securities are registered under the Exchange Act. In addition, we are an “emerging growth company” as defined under the U.S. federal securities laws. Under Rule 405 of the SecuritiesAct, we have elected to comply with certain reduced public company reporting requirements for this prospectus supplement, theaccompanying base prospectus and the documents incorporated by reference herein and therein and future filings. Further, we are a “controlled company” as defined under the Nasdaq Stock Market Rules because as of the date of this prospectussupplement, Fu Xiaowei, the Chairman of our board of directors and our Chief Executive Officer, together with Zhang Fan, ourExecutive Director and Fu Xiaowei’s spouse, own approximately 41.2% of our total issued and outstanding C