YY Group cancels 5.94 million dollar financing tranche

SINGAPORE, Aug. 26, 2026 /PRNewswire/ -- YY Group Holding Limited (NASDAQ: YYGH) ("YY Group" or the "Company"), an AI-enabled workforce management platform and integrated facility management (IFM) provider operating across Asia and beyond, today announced that it entered into a Supplemental Agreement with the holder of its outstanding convertible promissory note (the "Holder"), effective August 20, 2026.

Under the Supplemental Agreement, the parties have cancelled the second tranche of the convertible note offering contemplated under the Securities Purchase Agreement entered into on February 27, 2026. The Supplemental Agreement also cancels, effective immediately and for no separate consideration, the Holder's outstanding warrants to purchase up to 11,284 Class A ordinary shares issued in connection with the first tranche, eliminating the potential dilution associated with those warrants. Together, these actions reduce potential dilution and simplify the Company's capital structure.

Under the Securities Purchase Agreement, the financing consisted of two tranches of convertible promissory notes with an aggregate principal face amount of up to $11,880,000. The initial tranche, consisting of notes with an aggregate principal amount of $5,940,000, closed on March 2, 2026, while the remaining $5,940,000 second tranche and related warrants will no longer be issued under the amended agreement.

The majority of the first tranche has been repaid. Under the Supplemental Agreement, the Company has agreed to repay the remaining approximately $1.37 million balance no later than December 31, 2026. No further interest will accrue on that amount from the effective date of the Supplemental Agreement, subject to the agreement's default provisions.

Upon repayment in full of the remaining amount, all obligations of the parties under the convertible note will terminate and the parties will exchange mutual releases in accordance with the Supplemental Agreement. Following such repayment, the Company will have no convertible debt or warrants outstanding. The Supplemental Agreement also contains certain restrictions on the Company's ability to conduct future equity financings.

"Strengthening our capital structure and reducing potential dilution are important steps in creating long-term value for our shareholders," said Mike Fu, Chief Executive Officer of YY Group. "We have repaid the majority of the initial tranche and expect to settle the remaining balance by the year-end deadline. Eliminating the second tranche and cancelling all outstanding warrants further simplifies our capital structure and reduces potential dilution. We remain focused on executing our growth strategy and creating long-term shareholder value."

The foregoing description of the Supplemental Agreement is qualified in its entirety by reference to the full text of the agreement, which will be furnished as an exhibit to a Report of Foreign Private Issuer on Form 6-K to be filed with the Securities and Exchange Commission.