YY Group Announces Closing of $4 Million Registered Direct Offering

Rhea-AI Summary

YY Group (NASDAQ:YYGH) has successfully closed its previously announced registered direct offering, raising $4.0 million in gross proceeds. The offering consisted of 9,523,812 Class A ordinary shares priced at $0.42 per share with accompanying warrants to purchase up to 14,285,718 Class A Ordinary Shares at an exercise price of $0.50 with a 3.5-year term.

The offering was conducted under the Company's shelf registration statement, with FT Global Capital serving as the exclusive placement agent. YY Group plans to utilize the net proceeds for working capital and general corporate purposes.

Positive

• Secured $4.0 million in additional capital through registered direct offering
• Warrants provide potential for additional future capital through $0.50 exercise price
• Successfully completed offering under effective shelf registration statement

Negative

• Significant dilution to existing shareholders through issuance of 9.5M new shares
• Low offering price of $0.42 per share indicates weak market position
• Additional potential dilution from 14.3M warrant shares

Insights

Financial Analyst

YY Group raised $4M through share offering at significant discount, with substantial dilution potential from warrants.

YY Group has closed a $4 million registered direct offering that comes with considerable dilution for existing shareholders. The company sold 9.5 million Class A ordinary shares at $0.42 per share, a likely discount to market price, while also issuing warrants for an additional 14.3 million shares at $0.50 per share with a 3.5-year exercise period.

This capital raise structure raises several red flags. The warrant coverage exceeds 150% of the shares sold, creating potential for substantial future dilution. If all warrants are exercised, this would bring in an additional $7.14 million but would significantly increase the outstanding share count. The pricing at $0.42 per share suggests the company may be struggling to attract investment at higher valuations.

With FT Global Capital acting as exclusive placement agent, this relatively small $4 million raise (before fees and expenses) indicates YY Group likely needed immediate capital for operational expenses rather than strategic investments. The vague designation of proceeds for "working capital and general corporate purposes" provides little transparency about specific allocation plans.

For a Nasdaq-listed company, a financing round of this size and structure typically signals financial distress or limited access to more favorable capital. Investors should note that this offering, registered via Form F-3, represents a meaningful dilution event with potential for even greater shareholder dilution if warrants are exercised over the next 3.5 years.

Singapore, Sept. 12, 2025 (GLOBE NEWSWIRE) -- YY Group Holding Limited (Nasdaq: YYGH) (“YY Group” or the “Company”) today announced the closing of its previously announced registered direct offering of 9,523,812 Class A ordinary shares (the “Class A Ordinary Shares”) and warrants to purchase up to 14,285,718 Class A Ordinary Shares. 

The Company received gross proceeds of approximately $4.0 million, before deducting placement agent fees and other offering expenses. The ordinary shares were sold at a price of $0.42 per share and accompanying warrants, and the accompanying warrants have an exercise price of $0.50 per share with a 3.5-year term.

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

The securities were offered 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 have been filed with the SEC and are available on the SEC’s website at www.sec.gov.

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

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

How much did YY Group (YYGH) raise in their September 2025 offering?

YY Group raised $4.0 million in gross proceeds through a registered direct offering of Class A ordinary shares and warrants.

What is the exercise price and term of YYGH's September 2025 warrants?

The warrants have an exercise price of $0.50 per share with a 3.5-year term.

How many shares did YY Group (YYGH) issue in the September 2025 offering?

YY Group issued 9,523,812 Class A ordinary shares and warrants to purchase up to 14,285,718 additional shares.

What was the price per share in YY Group's September 2025 offering?

The shares were sold at $0.42 per share with accompanying warrants.

How will YY Group use the proceeds from the September 2025 offering?

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