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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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YY Group Holding Limited (Name of Issuer) |
Class A Ordinary Shares, each with no par value (Title of Class of Securities) |
(CUSIP Number) |
Yinan Ren BLK 207A WOODLEIGH LINK #08-209, SINGAPORE, U0, 361207 65 8982 2110 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/03/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Yinan Ren | ||||||||
| 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)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,787,379.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
29.50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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 Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
60 Paya Lebar Road, #09-13/14/15/16/17,, Paya Lebar Square, SINGAPORE,
SINGAPORE
, 409051. | |
Item 1 Comment:
Explanatory Note
This Schedule 13D, filed with the U.S. Securities and Exchange Commission on August 12, 2026, is being filed pursuant to the Sale and Purchase Agreement dated August 3, 2026, between the Reporting Person, as Vendor, and the Issuer, as Purchaser, in satisfaction of Singapore Dollar 3,600,000 of the purchase consideration thereunder. Due to ownership exceeding twenty percent because of the Sale and Purchase Agreement, the Reporting Person is filing this initial Schedule 13D in accordance with ss. 240.13d-1(a) of the Securities Exchange Act of 1934. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by Yinan Ren (the "Reporting Person"). | |
| (b) | The principal place of business and office for the Reporting Person is located at BLK 207A WOODLEIGH LINK #08-209
SINGAPORE 361207. | |
| (c) | The Reporting Person is self-employed as an entrepreneur and investor. | |
| (d) | During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the People's Republic of China. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On August 3, 2026, the Reporting Person, as Vendor, and the Issuer, as Purchaser, entered into a Sale and Purchase Agreement (the "Agreement") relating to the sale and purchase of 66,500 ordinary shares, representing ninety-five percent (95%) of the issued and paid-up share capital of Xtreme Solution Pte. Ltd., a company incorporated in Singapore (the "Target").
The aggregate consideration payable to the Reporting Person under the Agreement is Singapore $4,500,000, of which S$900,000 is payable in cash and S$3,600,000 is to be satisfied by the allotment and issue of Class A ordinary shares of the Issuer. In satisfaction of the S$3,600,000 share portion of the consideration, the Issuer allotted and issued 3,787,379 Class A ordinary shares to the Reporting Person on August 3, 2026, at an issue price of S$0.9505 per share. The number of shares was determined by dividing S$3,600,000 by the issue price and rounding down to the nearest whole share.
As of the filing of this Schedule 13D, other than the information disclosed herein, the Reporting Person has not effected any transactions in the Issuer's securities since becoming a 10% shareholder. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person acquired the Class A Ordinary Shares reported herein as partial satisfaction of the consideration payable to the Reporting Person under the Agreement in respect of the sale of the Reporting Person's shares in the Target.
Except as otherwise described herein, the Reporting Person currently has no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4(a) through (j) of Schedule 13D. However, the Reporting Person reserves the right, at any time and from time to time, to review or reconsider such position and/or change such purpose and/or formulate plans or proposals with respect thereto.
The Reporting Person intends to review from time to time its investment in the Issuer and its business affairs, financial position, performance, and other investment considerations. The Reporting Person may, from time to time, engage in discussions with the Issuer, its directors and officers, other stockholders of the Issuer, and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its subsidiaries. Based upon such review and discussions, as well as general economic, market and industry conditions and prospectus and the Reporting Person's liquidity requirements and investment considerations, and subject to the limitations in the agreements described above, the Reporting Person may consider additional courses of action, which may include, in the future, formulating plans or proposals regarding the Issuer and/or its subsidiaries, including possible future plans or proposals concerning events or transactions of the kind described in Item 4(a) through (j) of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Number of Class A Ordinary Shares beneficially owned:
Yinan Ren 3,787,379 shares
Percent of class:
Yinan Ren 29.50%
Based upon 12,836,734 shares of Class A Ordinary Shares currently issued and outstanding, as stated in the Company's shareholder list as of August 11, 2026 on August 26, 2025, provided by TranShare Corp, the Company's Transfer Agent. | |
| (b) | Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Yinan Ren 3,787,379 shares
(ii) Shared power to vote or to direct the vote:
Yinan Ren 0 shares
(iii) Sole power to dispose or to direct the disposition of:
Yinan Ren 3,787,379 shares
(iv) Shared power to dispose or to direct the disposition of:
Yinan Ren 0 shares | |
| (c) | Except as reported in this Schedule 13D, the Reporting Person has not effected any transactions in the Class A Ordinary Shares during the past sixty (60) days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as disclosed below and in Items 3 and 4 of this Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) to which the Reporting Person is a party with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Description
99.1 Sale and Purchase Agreement relating to the sale of 95% share capital of Xtreme Solution Pte.Ltd. | ||
| 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.
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