📄 What This Document Is 📃

This document is a Form 20-F, which is an annual report filed with the U.S. Securities and Exchange Commission (SEC). Think of it as a comprehensive annual report card that is designed to give investors a thorough view of the company's activities and risks. Because YY Group Holding Ltd. (YYGH) is a foreign private issuer, the information presented is highly detailed, especially concerning legal and regulatory risks. 👉 Overall, the filing provides deep insight into the structure and potential risks of the company but lacks specific, recent operational financial metrics within the provided text.

🏢 What The Company Does 🧼

In simple terms, YYGH operates in the services industry, focusing primarily on manpower outsourcing and integrated facilities management, which includes cleaning services. The company is incorporated in the British Virgin Islands (BVI) but has its principal executive offices in Singapore, located at 60 Paya Lebar Road #09-13/14/15/16/17 Paya Lebar Square. The business model involves providing temporary staffing and cleaning services to customers. 👉 The company's revenue is heavily dependent on key customers, making contract renewal a critical operational focus.

🏛️ Corporate Structure and Governance 🤔

This section details the legal foundation and governance structure of the company. YYGH was incorporated in the BVI on February 21, 2023. Its structure is complex, involving two classes of shares: Class A Ordinary Shares (no par value) and Class B Ordinary Shares (up to 5,000,000). 👉 The company operates under BVI law, which means its corporate governance rules and shareholder rights may afford less protection than those of U.S. companies, making understanding the legal framework crucial for investors.

• Foreign Private Issuer (FPI) Status: YYGH operates as a foreign private issuer, which exempts it from several detailed reporting requirements (like filing quarterly reports on Form 10-Q) that would be required of a domestic U.S. company.
• Controlled Company Status: Because the directors and officers beneficially own a majority of the voting power of the Class A Shares, the company is classified as a “controlled company” under Nasdaq rules. This allows them to follow home country governance practices, which may reduce protective measures for shareholders compared to U.S. standards.

🔢 Share Structure and Ownership Dilution 📈

Understanding how the company's shares are structured is vital because different share classes have different voting rights, which can impact control. The ownership structure involves potential dilution, meaning the ownership percentage of existing shareholders could decrease due to new share issuances.

• Two Classes of Shares: The company has Class A Shares (1,361,726 outstanding as of Dec 31, 2025) and Class B Shares (5,000,000 outstanding).
• Voting Power Disparity: Class B Shares have significantly greater voting power—500 votes per share—compared to Class A Shares, which carry only one vote per share.
• Dilution Risks: The company has planned instruments that could dilute ownership, such as the 2024 Employee Share Incentive Plan (“ESIP”), the at-the-market (ATM) offering program, and convertible notes/warrants. 👉 Any future issuance of these securities could dilute the percentage ownership of Class A shareholders.

⚠️ Key Business and Operational Risks 🚧

This section compiles the multiple operational warnings the company gives to investors. The risks are varied and suggest that the business is highly exposed to external factors.

• Customer Dependency: The business relies heavily on a small number of key customers. This dependency is shown by how the top five customers accounted for:
  • Manpower Outsourcing Services: 35% of total revenue for the fiscal year ended December 31, 2023.
  • Integrated Facilities Management Services: 31% of total revenue for the fiscal year ended December 31, 2023.
  • The non-renewal of these key contracts could cause a "material adverse effect" on the company.
• Personnel Reliance: The company is highly dependent on a small group of key employees, including Mr. Fu Xiaowei, Ms. Zhang Fan, Mr. Jason Phua Zhi Yong, Ms. Rachel Xu Lin Pu, and Mr. Teng Sin Ken. Losing or failing to attract these key employees could severely impact efficiency.
• Regulatory Hurdles: The industry, especially the cleaning segment, is subject to extensive government regulation. Non-compliance or changes in laws (like mandatory wage requirements) could result in significant penalties and operational limitations.

💡 Technology and Data Risks 💻

YYGH operates an online platform, making its success reliant on complex technology, which introduces significant operational risk. The company must constantly maintain and improve its technology to keep up with user needs and industry standards.

• Platform Dependency: The company relies heavily on its mobile application (the YY App) and Internet search engines (like Google and Apple iTunes Store) to drive traffic and acquire users.
• System Vulnerability: The underlying technology is described as "highly complex" and may contain undetected errors or vulnerabilities. Technical issues could delay services and damage the company's reputation.
• Data Privacy: The company collects and processes consumer data in Singapore and Malaysia. There is a risk of security breaches, which could lead to fines, revocation of licenses, and irreparable damage to the company’s reputation.

🌍 Political and Jurisdictional Risks 🗺️

Because the company operates across multiple international jurisdictions, its performance is subject to unpredictable global forces.

• Geopolitical Instability: The business is vulnerable to adverse changes in political, economic, or legal conditions, such as war, nationalism, or changes in tax policies across its operating regions.
• Currency Fluctuations: Since the company's fees are denominated in multiple currencies (including Singapore dollars and Malaysian Ringgit), but its reporting currency is U.S. dollars, it faces potential foreign currency exchange gains or losses.
• Enforceability of Judgments: Since the company is BVI-incorporated, and its assets are located outside the U.S., a shareholder who wins a lawsuit in U.S. court may have difficulty enforcing that judgment against the company's assets.

🧑‍💼 Legal and Reputation Risks ⚖️

The filing dedicates considerable space to potential legal and reputational hazards, emphasizing that the company is constantly in a state of high legal vigilance.

• Legal Actions: The company may face administrative or civil investigations arising from violations of law across multiple fields, including data protection, labor laws, and anti-monopoly laws.
• Employee Misconduct: The company is exposed to the risk of errors, misconduct, or fraudulent activities by its own employees or service providers, which could damage its reputation and lead to legal liabilities.
• Workers’ Compensation: The company is critically dependent on workers’ compensation insurance. The loss or increase in claims-related costs could prevent it from operating in its markets.

🚀 Corporate Activities and Future Plans ✨

YYGH has defined goals for its growth, which are contingent on favorable market conditions and financing.

• Growth Strategy: Future plans include strengthening market positions in the Southeast Asian region and the European region.
• Acquisitions: The company has completed several significant acquisitions since January 2025. The success of these acquisitions depends on the ability to integrate diverse, independently operated subsidiaries into one cohesive group.
• Financing Intent: The company intends to retain all available funds and future earnings to fund development and growth, meaning it does not expect to pay cash dividends in the foreseeable future.

🤝 Contact and Filing Details 📞

This section summarizes the essential contacts and the administrative details of the filing.

• Company Name: YY Group Holding Ltd.
• Registration: The company's Class A Ordinary shares are traded under the symbol YYGH on the Nasdaq Capital Market.
• Primary Contact: The filing names Jason Phua as a contact person with the email [email protected] and phone +65 9842 0085.
• Jurisdiction: Incorporated in the British Virgin Islands (BVI); principal executive offices in Singapore.

🧠 The Analogy

Think of YYGH as a newly built, highly valuable skyscraper (the business). While the plans are ambitious—wanting to expand to Europe, adding more floors (acquisitions), and incorporating cutting-edge technology (the app)—the foundation is laid in several challenging places. It's built with international financing rules (BVI/FPI status) that make it less easily protected for foreign investors, and its whole structure depends on keeping key tenants (customers) and essential utility workers (staff) happy and compliant. The risks are everywhere: from local building codes (regulations) to global economic storms (politics).

🧩 Final Takeaway

YYGH is a growing, service-sector company with significant international expansion plans. However, its annual report stresses that its future success is highly contingent on managing critical risks related to regulatory changes, key client retention, technology vulnerabilities, and the complex legal structures associated with being a foreign-incorporated entity.