Business Context and Reporting Period
Company: YY Group Holding Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: February 27, 2026
Event: Entry into a Material Definitive Agreement (Securities Purchase Agreement) for a private placement offering.
Key Financial Metrics and Transaction Details
- Total Offering Size: Up to $11,880,000 in aggregate principal face amount of 8% OID Convertible Promissory Notes.
- Gross Proceeds: Up to $11,000,000 total ($5,500,000 per tranche) after the 8% original issue discount.
- Tranche Structure:
- Initial Tranche: $5,940,000 principal ($5,500,000 proceeds).
- Second Tranche: $5,940,000 principal ($5,500,000 proceeds), issuable within 30 days.
- Interest Rate: 10% per annum (increases to 18% per annum upon an event of default).
- Maturity: 24 months from issuance.
- Warrants: Issued for 100% of the Conversion Shares; initial exercise price of $0.193; 5-year term.
- Conversion Price: Greater of $0.092 (Floor Price) or 80% of the lowest trading price in the 6 days prior to conversion (capped at $1.50).
- Placement Agent Fees: 7.5% cash commission plus up to $125,000 in reimbursable expenses.
Material Changes and Use of Proceeds
This filing represents a significant capital raise and debt issuance. The filing does not provide comparative financial metrics (revenue, profit, cash flow) for the period; it focuses solely on the terms of the new financing.
Use of Proceeds (Per Tranche of $5,500,000):
- Working Capital: $4,125,000 (includes repayment of a $1,100,000 secured promissory note to Ault Lending, LLC, plus accrued interest).
- Investor Relations/PR: $375,000.
- Strategic Investment: $1,000,000 to purchase preferred stock of Ault & Company, Inc. (an affiliate of the Lead Investor).
- Lead Investor Fees: $220,000 origination fee and legal fee reimbursement (deducted from the Lead Investor's payment).
Guidance, Risks, and Contingencies
- Expected Closing: March 2, 2026.
- Lock-up/Consent Requirement: Until notes are repaid/converted or investor holdings drop below $250,000, the Company cannot issue new securities without the Lead Investor's written consent.
- Default Risk: Interest rate escalates to 18% payable monthly in cash if an event of default occurs.
- Dilution Risk: Notes are immediately convertible; warrants are immediately exercisable. Conversion is subject to a 4.99% beneficial ownership limitation (expandable to 9.99% with notice).
- Related Party Transaction: A significant portion of proceeds ($1,000,000 per tranche) is used to purchase stock in an affiliate of the Lead Investor.
Investor Verification Checklist
- Verify the current trading price of Class A Ordinary Shares to assess the conversion price floor ($0.092) and potential dilution.
- Confirm the outstanding balance of the $1,100,000 secured promissory note to Ault Lending, LLC being repaid.
- Review the terms of the preferred stock purchase in Ault & Company, Inc. to understand the nature of the related-party investment.
- Check the Company's cash position to ensure it can meet the 18% monthly interest payment requirement in the event of a default.
- Confirm the status of the Second Tranche issuance within the 30-day window.