Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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) |
G9888Q129 (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) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G9888Q129 |
| 1 |
Name of reporting person
Yinan Ren | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
48.33 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) 3,787,379 shares of Class A ordinary shares of the Issuer issued to the Reporting Person on August 3, 2026, 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, as further detailed in Item 3 below. (2) Based upon 7,836,734 shares of Class A ordinary shares of the Issuer currently outstanding, as stated in the Company's shareholder list as of August 14, 2026, provided by TranShare Corp, the Company's Transfer Agent.
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 Amendment No. 1 to Schedule 13D hereby (this "Amendment") amends the Schedule 13D filed with the Securities and Exchange Commission on August 12, 2026 (the "Original Schedule 13D") by Yinan Ren (the "Reporting Person") with respect to Class A ordinary shares ("Class A Ordinary Shares"), each with no par value, of YY Group Holding Limited, a British Virgin Islands corporation. This Amendment is being filed solely to correct the number of shares of Class A Ordinary Shares outstanding used to calculate the percentage of the class beneficially owned by the Reporting Person. The Original Schedule 13D reported 12,836,734 Class A ordinary shares outstanding based on incorrect information furnished by the Issuer's transfer agent. The correct number is 7,836,734 shares and the corrected percentage of the class beneficially owned by the Reporting Person is 48.33%. The number of shares beneficially owned by the Reporting Person has not changed and remains 3,787,379. Capitalized terms used but not otherwise defined in this Amendment have the meanings given to them in the Original Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Original Schedule 13D remains in full force and effect. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) Number of Class A Ordinary Shares beneficially owned: Yinan Ren 3,787,379 shares Percent of class: Yinan Ren 48.33% Based upon 7,836,734 shares of Class A ordinary shares of the Issuer currently outstanding, as stated in the Company's shareholder list as of August 14, 2026, provided by TranShare Corp, the Company's Transfer Agent. 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 | |
| (b) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) Number of Class A Ordinary Shares beneficially owned: Yinan Ren 3,787,379 shares Percent of class: Yinan Ren 48.33% Based upon 7,836,734 shares of Class A ordinary shares of the Issuer currently outstanding, as stated in theCompany's shareholder list as of August 14, 2026, provided by TranShare Corp, the Company's Transfer Agent. 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 Amendment, 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. | |
| 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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