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YY Group cancels $5.94M note tranche and all outstanding warrants

August 25, 2026 4:10 PM

YY Group Holding Limited (NASDAQ: YYGH) announced it has entered into a Supplemental Agreement with the holder of its outstanding convertible promissory note, effective August 20, 2026, cancelling the second tranche of its convertible note offering and all outstanding warrants.

Under the agreement, the $5.94 million second tranche of convertible promissory notes, originally contemplated under a Securities Purchase Agreement dated February 27, 2026, will no longer be issued. The Supplemental Agreement also cancels 11,284 outstanding warrants to purchase Class A ordinary shares that were issued in connection with the first tranche, with no separate consideration paid for the cancellation.

The original financing structure consisted of two tranches with an aggregate principal face amount of up to $11.88 million. The first tranche of $5.94 million closed on March 2, 2026, and the majority of that amount has since been repaid.

Under the revised terms, YY Group has agreed to repay the remaining balance of approximately $1.37 million no later than December 31, 2026. No further interest will accrue on that amount from the effective date of the agreement, subject to default provisions.

Upon full repayment, all obligations under the convertible note will terminate and the parties will exchange mutual releases. The company states it will have no convertible debt or warrants outstanding following repayment. The Supplemental Agreement also places certain restrictions on the company's ability to conduct future equity financings.

"We have repaid the majority of the initial tranche and expect to settle the remaining balance by the year-end deadline," said Mike Fu, Chief Executive Officer of YY Group.

The full text of the Supplemental Agreement is expected to be filed as an exhibit to a Report of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission.

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