YY Group Announces Amendment to $4 Million Registered Direct Offering

Rhea-AI Summary

YY Group (Nasdaq: YYGH) has amended its previously announced registered direct offering, now offering 9,523,812 Class A Ordinary shares and warrants to purchase up to 14,285,718 Class A Ordinary Shares at $0.42 per share. The warrants come with an exercise price of $0.50 per share and a 3.5-year term.

The offering, expected to close around September 11, 2025, aims to raise approximately $4.0 million in gross proceeds before expenses. FT Global Capital is serving as the exclusive placement agent. The proceeds will be used for working capital and general corporate purposes. The offering is made under the Company's shelf registration statement on Form F-3.

Positive

• Secured $4.0 million in additional funding through registered direct offering
• Warrants provide potential for additional future funding if exercised

Negative

• Significant share dilution with 9.5M new shares being issued
• Low offering price of $0.42 per share indicates weak market position
• Additional potential dilution from 14.3M warrant shares

Insights

Financial Capital Markets Analyst

YY Group amended its $4M offering with significantly discounted shares and warrants, suggesting cash needs but diluting shareholder value.

YY Group has amended its previously announced registered direct offering, now planning to issue 9,523,812 Class A Ordinary shares at $0.42 per share with accompanying warrants to purchase an additional 14,285,718 shares at $0.50 each. The structure of this offering raises several concerns. The 16% discount between the warrant exercise price and the current offering price suggests significant downward pressure on the stock.

The offering's dilutive impact is substantial. If all warrants are exercised, YY Group would issue approximately 23.8 million new shares, representing major dilution for existing shareholders. The issuance of more warrants than actual shares (1.5x ratio) indicates the company needed to sweeten the deal to attract investors.

Moreover, the pricing at $0.42 per share indicates the company is likely trading at depressed levels. When companies issue shares at such low prices with accompanying warrants, it typically signals urgency in raising capital. The stated use of proceeds for "working capital and general corporate purposes" without specific allocation plans further suggests potential cash flow challenges.

While the $4 million gross proceeds provide temporary financial runway, the structure of this offering points to underlying financial stress. The involvement of FT Global Capital as the exclusive placement agent indicates the company needed specialized assistance to secure this financing, as most financially healthy Nasdaq-listed companies would typically use more traditional investment banking channels for capital raising.

Singapore, Sept. 11, 2025 (GLOBE NEWSWIRE) -- YY Group Holding Limited (Nasdaq: YYGH) (“YY Group” or the “Company”) today announced the amendment of its previously announced registered direct offering.

The Company and the investors have entered into an amended and restated securities purchase agreement, pursuant to which the Company will offer 9,523,812 Class A Ordinary shares and warrants to purchase up to 14,285,718 Class A Ordinary Shares at a purchase price of $0.42 per share and accompanying warrants. The warrants have an exercise price of $0.50 per share and a 3.5-year term.

Gross proceeds to the Company are expected to be approximately $4.0 million, assuming no exercise of the warrants, before deducting offering expenses.

The Company expects to use the net proceeds from this offering for working capital and general corporate purposes.

The offering is expected to close on or about September 11, 2025, subject to the satisfaction of customary closing conditions. The offering is being made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-286705), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 23, 2025, and declared effective on April 30, 2025. A prospectus supplement and accompanying base prospectus describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

FT Global Capital, Inc. is acting as the exclusive placement agent for the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including those regarding YY Group Holding Limited’s beliefs and expectations about its business strategy, growth outlook, and operational plans are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Several factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to: (i) fluctuations in Singapore’s IFM market and its impact on asset values, (ii) capital and credit market volatility, (iii) local and global economic conditions, (iv) anticipated growth strategies and integration plans, (v) regulatory changes or governmental approvals, and (vi) future business development, operational results, and financial performance of YY Group Holding Limited. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. All information provided in this press release is as of the date of this press release, and YY Group Holding Limited undertakes no obligation to update such information, except as required under applicable law.

About YY Group Holding Limited:


YY Group Holding Limited (Nasdaq: YYGH) is a Singapore-headquartered, technology-enabled platform providing flexible, scalable workforce solutions and integrated facility management (IFM) services across Asia and beyond. The Group operates through two core verticals: on-demand staffing and IFM, delivering agile, reliable support to industries such as hospitality, logistics, retail, and healthcare.

Leveraging proprietary digital platforms and IoT-driven systems, YY Group enables clients to meet fluctuating labor demands and maintain high-performance environments. In addition to its core operations in Singapore and Malaysia, the Group maintains a growing presence across Asia, Europe, the Middle East, and other international markets, including the UK, Germany, and Australia.

Listed on the Nasdaq Capital Market, YY Group Holding Limited is committed to service excellence, operational innovation, and long-term value creation for clients and shareholders.

For more information on the Company, please visit https://yygroupholding.com/.

Investor Contacts

Jason Phua, Chief Financial Officer
YY Group
enquiries@yygroupholding.com

Mark Niu, Chief Strategy Officer,
YY Group
mark.niu@yygroupholding.com

FAQ

What are the terms of YY Group's (YYGH) amended registered direct offering?

YY Group is offering 9,523,812 Class A Ordinary shares at $0.42 per share, along with warrants to purchase up to 14,285,718 shares at $0.50 per share with a 3.5-year term.

How much money will YY Group (YYGH) raise from the September 2025 offering?

YY Group expects to raise approximately $4.0 million in gross proceeds from the offering, before deducting offering expenses and assuming no exercise of the warrants.

What will YY Group (YYGH) use the proceeds for?

YY Group plans to use the net proceeds from the offering for working capital and general corporate purposes.

When will YY Group's (YYGH) registered direct offering close?

The offering is expected to close on or about September 11, 2025, subject to satisfaction of customary closing conditions.

Who is the placement agent for YY Group's (YYGH) offering?

FT Global Capital, Inc. is acting as the exclusive placement agent for the offering.