YY Group Announces Pricing of Registered Offering of Ordinary Shares and Warrants

Rhea-AI Summary

YY Group (Nasdaq: YYGH) has announced the pricing of a registered offering of 6,666,668 ordinary shares at $0.60 per share, along with warrants to purchase 10,000,002 ordinary shares at an exercise price of $0.80 per share with a 3.5-year term.

The offering is expected to generate gross proceeds of approximately $4.0 million (before expenses and excluding warrant exercise), which will be used for working capital and general corporate purposes. The offering is anticipated to close around September 11, 2025, with FT Global Capital serving as the exclusive placement agent.

Positive

• Expected gross proceeds of $4.0 million to strengthen working capital
• Warrants provide potential for additional future funding if exercised

Negative

• Significant dilution for existing shareholders
• Offering price of $0.60 per share indicates potential discount to market price
• Large number of warrants (10M) could create additional future dilution

Insights

Capital Markets Specialist

YY Group's $4M share offering at $0.60 with warrants signals significant dilution and potential cash concerns despite providing working capital.

YY Group is raising $4 million through a dilutive equity offering, pricing 6.67 million shares at just $0.60 per share - likely below current market price. This includes warrants for an additional 10 million shares at $0.80, creating substantial dilution potential. The pricing structure suggests weak investor demand and unfavorable terms for the company. Most concerning is the 50% warrant coverage ratio (warrants exceed the share count), indicating investors demanded significant sweeteners to participate.

The offering's size relative to YY Group's market capitalization is likely substantial, suggesting significant dilution for existing shareholders. The low pricing points to possible financial distress or urgent capital needs. While providing immediate working capital, this financing comes at a high cost - both immediate share dilution and potential future dilution if warrants are exercised.

The use of proceeds for "working capital and general corporate purposes" lacks specificity, which typically indicates defensive capital raising rather than growth-oriented investment. This generic language often masks more urgent liquidity needs. The company engaged FT Global Capital as placement agent rather than pursuing a more traditional follow-on offering through major underwriters, suggesting limited access to premium financial services and institutional investors.

Singapore, Sept. 10, 2025 (GLOBE NEWSWIRE) -- YY Group Holding Limited (Nasdaq: YYGH) (“YY Group” or the “Company”) today announced the pricing of a registered offering consisting of 6,666,668 ordinary shares at a purchase price of $0.60 per share, along with warrants to purchase 10,000,002 ordinary shares. The warrants have an exercise price of $0.80 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 is the price of YYGH's registered share offering in September 2025?

YY Group priced its registered offering at $0.60 per ordinary share, with accompanying warrants exercisable at $0.80 per share.

How much money will YYGH raise from its September 2025 offering?

YY Group expects to raise approximately $4.0 million in gross proceeds from the offering, before deducting offering expenses and excluding potential warrant exercises.

How many shares and warrants are included in YYGH's September 2025 offering?

The offering includes 6,666,668 ordinary shares and warrants to purchase 10,000,002 ordinary shares with a 3.5-year term.

What will YYGH use the proceeds from the September 2025 offering for?

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

When will YYGH's September 2025 share offering close?

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