YYForce Inc 6-K, filed Sep 25, 2026
YYForce Inc. (YFOR)
About this 6-K
YYForce Inc filed this 6-K on September 25, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
[Formerly known as YY Group Holding Limited]
60 Paya Lebar Road
#09-13/14/15/16/17
Paya Lebar Square
Singapore 409051
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Unaudited Interim Financial Statements and Notes
On September 25, 2026, YYForce Inc. (the “Company”) reported its financial results for the six months ended June 30, 2026. The Company hereby furnishes the following documents as Exhibits 99.1 and 99.2, respectively, to this report: “Unaudited Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2026”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Press Release”.
This report shall be deemed to be incorporated by reference into the registration statements of the Company on Form F-3s (File No. 333-286705 and 333-297406) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Condensed Consolidated Financial Statements and Notes of YYForce Inc. for the Six Months Ended June 30, 2026 and 2025 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2026 and 2025 | |
| 99.3 | Press Release | |
| 101 | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| YYForce Inc. | ||
| Date: September 25, 2026 | By: | /s/ Fu Xiaowei |
| Fu Xiaowei | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
YYForce Inc.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
YYFORCE INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| Note | June 30, 2026 (Unaudited) | December 31, 2025 | ||||||||
| $ | $ | |||||||||
| Assets | ||||||||||
| Current assets: | ||||||||||
| Cash | ||||||||||
| Trade receivables, net | 4 | |||||||||
| Prepayment and other current assets | 5 | |||||||||
| Amount due from related parties | 18 | |||||||||
| Total current assets | ||||||||||
| Non-current assets: | ||||||||||
| Right-of-use assets | 6 | |||||||||
| Intangible assets, net | 8 | |||||||||
| Investment properties | 9 | |||||||||
| Net investment in lease | 10 | - | ||||||||
| Property and equipment, net | 7 | |||||||||
| Financial assets measured at fair value through profit or loss (“FVTPL”) | - | |||||||||
| Prepayment and other non-current assets | 5 | |||||||||
| Goodwill | 8 | |||||||||
| Deferred tax assets | ||||||||||
| Total non-current assets | ||||||||||
| Total assets | ||||||||||
| Current liabilities: | ||||||||||
| Trade and other payables | 11 | |||||||||
| Contract liabilities | - | |||||||||
| Amount due to related parties | 18 | |||||||||
| Lease liabilities, current | 13 | |||||||||
| Convertible notes designated at FVTPL | 12 | |||||||||
| Loans and borrowings, current | 13 | |||||||||
| Total current liabilities | ||||||||||
| Non-current liabilities: | ||||||||||
| Loans and borrowings, non-current | 13 | |||||||||
| Warrant liabilities | 12 | |||||||||
| Deferred tax liabilities | 17 | |||||||||
| Lease liabilities, non-current | 13 | |||||||||
| Total non-current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Equity | ||||||||||
| Share Capital* | 14 | |||||||||
| Reserves | 14 | |||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Equity attributable to owners of the Company | ||||||||||
| Non-controlling interests | ||||||||||
| Total equity | ||||||||||
| Total liabilities and equity | ||||||||||
| * |
See accompanying notes to unaudited condensed consolidated financial statements.
F-2
YYFORCE INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE (LOSS) INCOME
| For the six months ended June 30, | ||||||||||
| Note | 2026 (Unaudited) | 2025 (Unaudited) | ||||||||
| $ | $ | |||||||||
| Revenue | 16 | |||||||||
| Cost of revenue | 16 | ( | ) | ( | ) | |||||
| Gross profit | ||||||||||
| Other income | 16 | |||||||||
| Selling and marketing expenses | 16 | ( | ) | ( | ) | |||||
| General and administrative expenses | 16 | ( | ) | ( | ) | |||||
| Impairment loss on intangible asset | 16 | ( | ) | |||||||
| Other expenses | 16 | ( | ) | ( | ) | |||||
| Change in fair value of investment properties | 16 | ( | ) | |||||||
| Operating loss | ( | ) | ( | ) | ||||||
| Finance cost | 16 | ( | ) | ( | ) | |||||
| Net loss on convertible notes designated at FVTPL | 12 | ( | ) | |||||||
| Net gain on warrant liabilities | 12 | ( | ) | |||||||
| Loss before tax | ( | ) | ( | ) | ||||||
| Income tax expenses | 17 | ( | ) | ( | ) | |||||
| Loss for the period | ( | ) | ( | ) | ||||||
| Other comprehensive (loss) income | ||||||||||
| Foreign currency translation differences – foreign operations | ( | ) | ||||||||
| Change in fair value of convertible notes designated at FVTPL due to own credit risk | - | |||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||
| Loss attributable to: | ||||||||||
| Equity owners of the Company | ( | ) | ( | ) | ||||||
| Non-controlling interests | ||||||||||
| Loss for the period | ( | ) | ( | ) | ||||||
| Total comprehensive loss attributable to: | ||||||||||
| Equity owners of the Company | ( | ) | ( | ) | ||||||
| Non-controlling interests | ||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||
| Basic loss per share* | 15 | ( | ) | ( | ) | |||||
| Diluted loss per share* | 15 | ( | ) | ( | ) | |||||
| Weighted average number of shares | ||||||||||
| Basic | ||||||||||
| Diluted | ||||||||||
| * |
See accompanying notes to unaudited condensed consolidated financial statements.
F-3
YYFORCE INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Share Capital | Treasury shares | Other reserve | Foreign currency translation reserve | Retained earnings/ (Accumulated deficit) | Total | Non- controlling interest | Total equity | |||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Balance at January 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Comprehensive (loss)/income for the period | ||||||||||||||||||||||||||||||||
| (Loss)/Profit for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | - | - | - | - | ||||||||||||||||||||||||||||
| Total comprehensive income/(loss) for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Transactions with owners of the Company | ||||||||||||||||||||||||||||||||
| Issue of Class A ordinary shares for business combination | - | - | - | - | ||||||||||||||||||||||||||||
| Issue of Class A ordinary shares for assets acquisition | - | - | - | - | - | |||||||||||||||||||||||||||
| Transfer shares from treasury shares | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of class A shares to employees and external consultant | - | - | - | - | ||||||||||||||||||||||||||||
| Transactions with owners of the Company | - | |||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at January 1, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Comprehensive (loss)/income for the period | ||||||||||||||||||||||||||||||||
| (Loss)/Profit for the period | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Change in fair value attributable to the change in credit risk of financial liabilities designated at FVTPL | - | - | - | - | - | |||||||||||||||||||||||||||
| Total comprehensive (loss)/income for the period | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Transactions with owners of the Company | ||||||||||||||||||||||||||||||||
| Transfer shares from treasury shares | ( | ) | ( | ) | - | - | - | |||||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||||||
| Conversion of convertible notes | - | |||||||||||||||||||||||||||||||
| Issuance of class A ordinary shares in connection with At-The-Market equity offering | - | - | - | - | - | |||||||||||||||||||||||||||
| Transactions with owners of the Company | ( | ) | - | |||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
F-4
YYFORCE INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months ended June 30, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Loss for the period | ( | ) | ( | ) | ||||
| Adjustments for: | ||||||||
| Depreciation of property and equipment (Note 7) | ||||||||
| Depreciation of right-of-use assets (Note 6) | ||||||||
| Amortization of intangible assets (Note 8) | ||||||||
| Provision for allowance for credit losses | ||||||||
| Impairment loss of intangible asset | ||||||||
| Net gain on warrant liabilities | ( | ) | ||||||
| Fair value change of investment properties (Note 9) | ||||||||
| Net loss on convertible notes designated at FVTPL | ||||||||
| Service fees settled by transfer of treasury shares | ||||||||
| Share-based compensation | ||||||||
| Gain on derecognition of the net investment in lease (Note 10) | ( | ) | ||||||
| Interest income | ( | ) | ||||||
| Finance cost | ||||||||
| Income tax expenses (Note 17) | ||||||||
| ( | ) | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivables | ( | ) | ||||||
| Trade and other payables | ( | ) | ( | ) | ||||
| Contract liabilities | ||||||||
| Amount due to related parties | ( | ) | ( | ) | ||||
| Prepayment and other current assets | ( | ) | ||||||
| Cash used in operations | ( | ) | ( | ) | ||||
| Interest paid | ( | ) | ( | ) | ||||
| Income tax paid | ( | ) | ( | ) | ||||
| Income tax refund | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Purchase of property and equipment (Note 7) | ( | ) | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ||||||
| Loan to a director of a subsidiary and a minor shareholder of the Company (Note 18) | ( | ) | ||||||
| Proceeds from sales of underlying property (Note 10) | ||||||||
| Receipt of principal portion of finance lease receivable (Note 10) | ||||||||
| Acquisition of an investment in financial assets | ( | ) | ||||||
| Payment of deferred consideration payable in connection with acquisitions | ( | ) | ||||||
| Acquisition of subsidiaries, net cash acquired | ||||||||
| Loan to a shareholder | ( | ) | ||||||
| Net cash (used in)/provided by investing activities | ( | ) | ||||||
| Financing activities | ||||||||
| Proceeds from issuance of class A shares in connection with the At-The-Market equity offering | ||||||||
| Gross proceeds from the issue of convertible notes and warrants | ||||||||
| Redemption and settlement of the convertible notes | ( | ) | ||||||
| Repurchase of warrant liabilities | ( | ) | ||||||
| Proceeds from guaranteed bank and financial institution loans | ||||||||
| Loan from a third party | ||||||||
| Repayment of loan from a third party | ( | ) | ||||||
| Loan from a shareholder | ||||||||
| Loan to a related party | ( | ) | ||||||
| Repayment from a shareholder’s loan | ||||||||
| Payment of lease liabilities | ( | ) | ( | ) | ||||
| Repayment of guaranteed bank and financial institution loans | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange of cash | ( | ) | ( | ) | ||||
| Net increase in cash | ||||||||
| Cash balances at beginning of periods | ||||||||
| Cash balances at end of periods | ||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
F-5
YYFORCE INC. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1 | ORGANIZATION AND PRINCIPAL ACTIVITIES |
YYForce Inc. (formerly known as YY Group Holding Limited) (the “Company” or the “Group”) is a limited company incorporated and domiciled in British Virgin Islands and whose shares are publicly traded. On August 31, 2026, the Company changed its corporate name from YY Group Holding Limited to YYForce Inc. pursuant to a Certificate of Change of Name issued by the Registrar of Corporate Affairs of the British Virgin Islands. The registered office is located at 60 Paya Lebar Road #05-43 Paya Lebar Square Singapore 409051. In order to better serve the Company’s clients and accommodate the growing team, the Company has moved to a new office with effective on March 1, 2024. It is located at 60 Paya Lebar Road #09-13/14/15/16/17 Paya Lebar Square Singapore 409051. The Company is principally a data and technology driven company focused on developing enterprise intelligent labor matching services and smart cleaning services based in Singapore. Through the Company and its subsidiaries (collectively referred to as the “Group”), the Group provide enterprise manpower outsourcing and smart cleaning services in Singapore, Malaysia, Hong Kong, Thailand, Vietnam, the Netherlands, and the United Arab Emirates.
As of June 30, 2026, the Company’s subsidiaries were as follows:
| Subsidiaries | Date of Incorporation | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership | Principal Activities | ||||
| YY Circle (SG) Private Limited | ||||||||
| Hong Ye Group Pte. Ltd. | ||||||||
| YY Circle Sdn. Bhd. | ||||||||
| Hong Ye Maintenance (MY) Sdn. Bhd. | ||||||||
| YY Circle (AU) Pty Ltd | ||||||||
| YY Circle (Vietnam) Company Limited | ||||||||
| YYCircle Human Resources Consultancies L.L.C CO. L.L.C | ||||||||
| YY Circle (Korea) Ltd. | ||||||||
| Mediaplus Limited | ||||||||
| YY Circle UK Ltd | ||||||||
| YY Circle (Perth) Pty Ltd | ||||||||
| YY Smart Tech Pte. Ltd. | ||||||||
| YY Circle Netherlands B.V. | ||||||||
| YY Circle GmbH | ||||||||
| Mediaplus Venture Group Pte. Ltd. | ||||||||
| Mediaplus Digital Pte. Ltd. | ||||||||
| Mplus Elite Pte. Ltd. | ||||||||
| M Synergates Pte. Ltd. | ||||||||
| Mediaplus Digital Sdn. Bhd. | ||||||||
| Property Facility Services Pte. Ltd. | ||||||||
| YY Circle (HK) Pte Limited | ||||||||
| YY Circle (Thailand) Company Limited * | ||||||||
| YY Holding (Thailand) Co. Ltd | ||||||||
| Uniforce Security Services Pte. Ltd. | ||||||||
| Transocean Oil Pte. Ltd. | ||||||||
| 24IFM Pte. Ltd. | ||||||||
| Pest Fighter Pte. Ltd. | ||||||||
| YYCircle For Hospitality Services L.L.C | ||||||||
| Talent Management Holding Limited | ||||||||
| YY Group US Inc | ||||||||
| YY Circle CA Inc | ||||||||
| YY Circle NYC Inc | ||||||||
| Property Facility Services (Laos) Sole Co., Ltd |
| * |
F-6
Liquidity and Going Concern
As of June 30, 2026, the Group’s cash balances
amounted to $
To sustain its ability to support the Group’s operating activities, the Group may have to consider supplementing its available sources of funds through the following sources:
| - | cash generated from its operations; and | |
| - | loans from shareholders and related parties; and |
| - | other available sources of financing from banks and other financial institutions. |
In assessing liquidity, management continuously monitors cash balances, operating cash requirements and working capital needs. The Group's principal liquidity requirements consist of funding operating expenses, supporting working capital and meeting obligations as they become due.
The Group’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of such uncertainties.
| 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 2.1 |
These unaudited condensed consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) International Accounting Standards (“IAS”) 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”) for six months ended June 30, 2026 and 2025.
These unaudited condensed consolidated financial statements for the six months ended June 30, 2026 and 2025 should be read in conjunction with the Group’s last audited annual consolidated financial statements for the years ended December 31, 2025 and 2024. They do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting Standard. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since last annual consolidated financial statements.
These unaudited condensed consolidated financial statements were authorized for issue by the Company’s board of directors on September 25, 2026.
| 2.2 |
In preparing these unaudited condensed consolidated financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual consolidated financial statements for the years ended December 31, 2025 and 2024.
Measurement of fair value
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
As part of an established control framework, significant unobservable inputs and valuation adjustments are regularly reviewed. If third party information, such as broker quotes or pricing services, is used to measure fair values, such information is assessed to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
| ● | Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| ● | Level 2 inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and |
| ● | Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest).
The Group recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.
F-7
| 3 | SIGNIFICANT ACCOUNTING POLICY |
The significant accounting policies applied in the preparation of the unaudited condensed consolidated financial statements are consistent with those described in the Group's audited consolidated financial statements for the year ended December 31, 2025, except for the adoption of accounting policies for new transaction incurred during the six months ended June 30, 2026. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The Group has the following accounting policies applied for the six months ended June 30, 2026.
| 3.1 | Financial Instruments |
Financial liabilities – Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL, which include certain convertible notes and warrant liabilities, are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Directly attributable transaction costs are recognized in profit or loss as incurred.
The Group designated certain convertible notes as financial liabilities at fair value through profit or loss on initial recognition. Subsequent to initial recognition, the convertible notes are measured at fair value. Gains or losses arising from changes in fair value are recognized in profit or loss, except for the portion of the change in fair value caused by changes in the Group's own credit risk, which is recognized in other comprehensive (loss) income. Amounts recognized in other comprehensive (loss) income related to own credit risk are not subsequently transferred to profit or loss. Upon derecognition or settlement of the convertible notes, any cumulative gain or loss previously recognized in other comprehensive (loss) income is transferred directly to retained earnings.
The best evidence of the fair value of a financial instrument at initial recognition is normally the transaction price. The Group determines that the fair value at initial recognition differs from the transaction price in accordance with IFRS 9, the Group adjusted to defer the difference between the fair value at initial recognition and the transaction price. After initial recognition, the Group recognises that deferred difference as a gain or loss only to the extent that it arises from a change in a factor (including time) that market participants would take into account when pricing the asset or liability.
| 3.2 | Warrant Liabilities |
The Group applies significant judgment in determining the appropriate classification and measurement of warrants issued in connection with the Group’s financing activities. Warrants that do not meet the “fixed-for-fixed” equity classification criteria under IAS 32 are classified as warrant liabilities and measured at fair value through profit or loss (“FVTPL”) in accordance with IFRS 9. The fair value of the warrant liabilities is determined using an appropriate valuation technique (e.g., option pricing model) that incorporates significant unobservable inputs and assumptions, including the Group’s share price, expected volatility, risk-free interest rate, expected term, and other relevant contractual features. Changes in these assumptions could have a material impact on the fair value measurement and the related gains or losses recognized in profit or loss.
| 4 | TRADE RECEIVABLES, NET |
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| Trade receivables | ||||||||
| Trade receivables from IFM services | ||||||||
| Trade receivables from manpower outsourcing services | ||||||||
| Trade receivables from other services | ||||||||
| Subtotal: | ||||||||
| Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Trade receivables, net | ||||||||
| i) | Trade receivable |
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days. No interest is charged on the outstanding balances.
| ii) | Transfer of trade receivables |
During 2020, the Group entered a trade receivable financing arrangement (“Arrangement”) with a financial institution (“Factor”). Pursuant to the terms of the arrangement, the Group sells amounts of its trade receivable balances to the Factor as absolute owner with full recourse against the Group. In accordance with IFRS 9, Financial Instruments (“IFRS 9”), the Group concluded that the transaction with the Factor represents a transfer of financial assets in which the Group retains effective control over the transferred trade receivables. As such it was determined that the transfer of financial assets should be recorded as a recourse liability. Furthermore, the Group shall continue to report the transferred financial asset in its consolidated statements of financial position with no change in the assets’ measurement. Accordingly, the Group records the trade receivables on its Consolidated Statement of Financial Position and records are recourse liabilities for the amount received from the Factor towards factored trade receivables. For non-notified customers, the arrangement with the Factor is such that the customers remit cash directly to the Group and the Group transfers the collected amounts to the Factor. For notified customers, the arrangement with the Factor is such that the customers remit cash directly to the Factor.
F-8
For non-notified customers, the Factor
remits
For notified customers, the Factor remits
For the six months ended June 30, 2026,
Hong Ye Group Pte Ltd and YY Circle (SG) Pte Ltd. changed their financial institution. Under the new ARF (Bulk)-EFS Trade facility, the
client and aggregate debtor advance limits are S$
As of June 30, 2026 and December 31, 2025,
the Group recorded a recourse liability of $
The following information shows the carrying amount of trade receivables at the reporting date that have been transferred but have not been derecognized and the associated liabilities.
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| Carrying amount of trade receivables transferred to agents | ||||||||
| Carrying amount of associated liabilities | ||||||||
| 5 | PREPAYMENT AND OTHER CURRENT ASSETS |
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| Current: | ||||||||
| Deposits & Prepayment | ||||||||
| Other receivables | ||||||||
| Current, gross | ||||||||
| Allowance for expected credit losses | ( | ) | ||||||
| Non-current: | ||||||||
| Deposit others | ||||||||
| Prepayment, non-current | ||||||||
| Non-current, net | ||||||||
| Total prepayment and other assets | ||||||||
F-9
| 6 | RIGHT-OF-USE ASSETS |
| For the six months ended June 30, |
||||||||
| 2026 (Unaudited) |
2025 (Unaudited) |
|||||||
| $ | $ | |||||||
| Interest on lease liabilities | ||||||||
| Expenses relating to short-term lease and low value assets | ||||||||
| Depreciation charge for right-of-use assets | ||||||||
The costs of the acquired right-of-use were $
| 7 | PROPERTY AND EQUIPMENT |
The depreciation expense recorded for
the six months ended June 30, 2026 and 2025 is $
The costs of the acquired property and
equipment were $
| 8. | INTANGIBLE ASSETS AND GOODWILL |
Intangible assets
The amortization expense recorded
for the six months ended June 30, 2026 and 2025 is $
For the six months ended June 30, 2026
and 2025, the Group identified certain impairment indicators and performed impairment testing on its software under development. The recoverable
amount was determined using a discounted cash flow methodology and was assessed at approximately $
Based on the impairment assessments
performed, the recoverable amount exceeded the carrying amount of the software under development which was approximately $
For the six months ended June 30, 2025,
the Group recognized an impairment loss of approximately $
Impairment test of goodwill
For the purpose of impairment testing, goodwill has been allocated to the Group’s cash-generating units ("CGUs") as follows:
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| CGUs: | ||||||||
| Transocean Oil Pte. Ltd. ("Transocean") | ||||||||
| YY Circle (HK) Pte Limited ("YYC HK") | ||||||||
| YY Circle (Thailand) Company Limited ("YYC TH") | ||||||||
| Property Facility Services Pte. Ltd. ("PFS") | ||||||||
| Multiple units without significant goodwill | ||||||||
| Impairment of goodwill - Transocean | ( | ) | ( | ) | ||||
| Goodwill, net | ||||||||
The Group assessed all its goodwill-bearing CGUs for impairment as of June 30, 2026. A quantitative impairment assessment was performed for the PFS CGU. Based on the impairment assessments performed, management concluded that the recoverable amount of each goodwill-bearing CGU exceeded its respective carrying amount. Accordingly, no goodwill impairment loss was recognized during the six months ended June 30, 2026.
PFS
The PFS CGU is principally engaged in provision of integrated facilities management and property maintenance services, which represents a standalone operating entity acquired by the Group. The PFS CGU generates cash inflows that are largely independent from other assets or groups of assets within the Group.
The recoverable amount of this CGU was based on its value in use, determined by discounting future cash flows to be generated from the continuing use of the CGU.
F-10
The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources.
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| In percent | ||||||||
| Pre-tax discount rate | ||||||||
| Budgeted revenue growth rate (average of next five years) | ||||||||
| Terminal value growth rate | ||||||||
The discount rate was a pre-tax measure
estimated based on a weighted-average cost of capital approach, primarily driven by the cost of equity. The capital structure reflects
minimal leverage based on comparable companies, and the cost of debt was estimated at approximately
Revenue growth for the next
The cash flow projections included specific
estimates for
The estimated recoverable amount of
the CGU exceeded its carrying amount by approximately $
| Change required for carrying amount to equal recoverable amount | ||||||||
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| In percent | ||||||||
| Discount rate | ||||||||
| Budgeted revenue growth rate (average of next five years) | ( | ) | ( | ) | ||||
| 9. | INVESTMENT PROPERTY |
Investment properties consist of
Reconciliation of the carrying amount:
| $ | ||||
| Balance as of December 31, 2025 | ||||
| Change in fair value | ( | ) | ||
| Exchange differences | ( | ) | ||
| Balance as of June 30, 2026 (unaudited) | ||||
| 10. | NET INVESTMENT IN LEASE |
During the six months ended June 30,
2026 and 2025, Transocean recognized interest income on lease receivable of $
On May 15, 2026, the lessee exercised
its option to purchase the underlying property. As a result, the finance lease was terminated and the related net investment in the lease
was derecognized. The Company recognized a gain on the early derecognition of the net investment in the finance lease of $
| $ | ||||
| Balance as of December 31, 2025 | ||||
| Interest income recognized during the period | ||||
| Net investment in the lease received during the period | ( | ) | ||
| Carrying amount immediately prior to derecognition | ( | ) | ||
| Consideration received from sales of the underlying property | ||||
| Less: Carrying amount of net investment in finance lease derecognized | ( | ) | ||
| Gain on derecognition of net investment in lease (unaudited) | ||||
F-11
| 11. | TRADE AND OTHER PAYABLES |
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| Trade payables: | ||||||||
| Amount due to third parties | ||||||||
| Other payables: | ||||||||
| Accrued payroll and pension | ||||||||
| Accrued operating expenses | ||||||||
| Loan from a third party * | ||||||||
| GST payables | ||||||||
| Provision for taxation | ||||||||
| Unpaid consideration for acquisition of subsidiaries | ||||||||
| Amount due to directors of subsidiaries ** | ||||||||
| Others | ||||||||
| Total trade and other payables | ||||||||
These amounts are non-interest bearing except a third-party loan mentioned below. Trade payables are normally settled on
| * |
The balance as of December 31, 2025 represents a loan from a third party amounting to S$
| ** |
F-12
| 12. | CONVERTIBLE NOTES AND WARRANT LIABILITIES |
Convertible Notes and Warrants Issued in March 2026
On March 2, 2026, the Company issued
The aggregate purchase price was $
The Convertible Notes bear interest
at
The Warrants are exercisable from
March 2, 2026 and expire on March 2, 2031, at an initial exercise price of $
During the six months ended June 30,
2026,
The conversion feature of the Convertible
Notes is not settled by exchanging a fixed amount of cash for a fixed number of the Company's own Class A ordinary shares and therefore
does not meet the criteria for equity classification under IAS 32. The Convertible Notes are hybrid contracts comprising a debt host and
embedded derivatives, being the variable-price conversion feature, the related reset provisions and the holder redemption rights exercisable
at
The Warrants do not meet the criteria for equity classification under IAS 32 and are accounted for as derivative financial liabilities mandatorily measured at fair value through profit or loss, with the whole of the fair value change recognized in profit or loss. As the Warrants are not designated under the fair value option, the own credit risk requirements of IFRS 9.5.7.7 do not apply. On each cashless exercise, the fair value of the Warrants exercised, measured at the date on which the exercise notice is delivered, was transferred from warrant liabilities to share capital.
The fair values of the Convertible
Notes and the Warrants at initial recognition were determined using valuation techniques that incorporated significant unobservable inputs
and differed from the transaction price. In accordance with IFRS 9.B5.1.2A, the resulting day one differences of $
Floor Price Event and Redemption of the Convertible Notes
A floor price event occurs under the
Convertible Notes when, following an adjustment to the floor price, the floor price exceeds the Nasdaq official closing price of the Class
A ordinary shares for five consecutive trading days. Upon the occurrence of a floor price event, the holder may require the Company to
redeem all or any portion of the Convertible Notes at
F-13
Following the floor price event incurred
in March 2026, Ault Lending required the Company to redeem the Convertible Note at
The Convertible Note remained remeasured at fair value through profit or loss as of June 30, 2026. Its fair value and carrying amount as of June 30, 2026 are set out in the table below.
Between March 6 and March 11, 2026,
L1 converted $
| Convertible note | Warrant liabilities | |||||||
| $ | $ | |||||||
| Balance as of December 31, 2025 | ||||||||
| Gain on derecognition of warrants repurchased | ( | ) | ||||||
| Repurchase of warrant liabilities | ( | ) | ||||||
| Issued on March 2, 2026, at fair value | ||||||||
| Fair value changes | ( | ) | ( | ) | ||||
| Gain on derecognition of convertible notes on cash settlement | ( | ) | ||||||
| Gain recognised in other comprehensive income – own credit risk | ( | ) | ||||||
| Settlement in cash | ( | ) | ||||||
| Converted or exercised into Class A ordinary shares | ( | ) | ( | ) | ||||
| As of June 30, 2026 – fair value | ||||||||
| Day 1 difference not yet recognized in profit or loss | ( | ) | ||||||
| Balance as of June 30, 2026 (unaudited) | ||||||||
| Day 1 difference not yet recognized in profit or loss | ||||||||
| Balance as of December 31, 2025 | ||||||||
| Deferred on initial recognition, March 2, 2026 | ||||||||
| Amortization of deferred day-one loss from the redemption of the convertible notes | ( | ) | ||||||
| Amortization of deferred day-one loss the settlement of the convertible notes | ( | ) | ||||||
| Amortization against the share capital credit on the conversion of the convertible notes | ( | ) | ( | ) | ||||
| Amortization of deferred day-one loss on the warrants exercises | ( | ) | ||||||
| Balance as of June 30, 2026 (unaudited) | ||||||||
Settlement of Convertible Notes and Cancellation of Warrants
On August 20, 2026, the Company entered
into a Supplemental Agreement with the holder of the
Prior to the execution of the Supplemental
Agreement, the Company repaid a substantial portion of the redemption amount under the Convertible Note, leaving a remaining redemption
amount of approximately US$
Under the terms of the Supplemental Agreement, the Company may prepay the remaining redemption amount at any time without penalty, and no further interest will accrue on the outstanding balance from August 20, 2026. The Company is also required to apply specified portions of net proceeds received from certain future financing transactions toward repayment of the remaining redemption amount in accordance with the terms of the Supplemental Agreement. In addition, certain financings above specified thresholds require the prior written consent of the holder.
Failure by the Company to repay the
remaining redemption amount by December 31, 2026 will constitute an event of default under the Supplemental Agreement, subject to the
applicable contractual cure period. Upon an event of default, interest will accrue on the outstanding balance at a rate of
The Company determined that the Supplemental Agreement represents a non-adjusting subsequent event occurring after the reporting date and, accordingly, no adjustment has been recorded in the unaudited condensed consolidated financial statements as of June 30, 2026.
F-14
Level 3 Fair Value Measurements
The fair value of the warrant liabilities was determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the market price of the Company's Class A ordinary shares, exercise price, expected volatility, expected term and risk-free interest rate.
The fair value of the convertible note liabilities was determined using valuation techniques that reflected the specific contractual terms of the notes, including the variable conversion feature, redemption rights and settlement provisions. Prior to redemption and settlement, the valuation incorporated significant assumptions regarding the expected timing and manner of settlement. As of June 30, 2026, substantially all of the convertible notes had been redeemed, settled or otherwise extinguished, and the remaining fair value reflected the estimated cash flows associated with the remaining obligations.
Significant unobservable inputs included expected volatility, expected term, risk-free interest rate, discount rate and assumptions regarding redemption and settlement outcomes. Because these inputs are not directly observable in active markets and involve significant management judgment, the related fair value measurements were classified within Level 3 of the fair value hierarchy under IFRS 13.
| As of June 30, 2026 | As of June 2, 2026 | As of April 13, 2026 | As of March 13, 2026 | As of March 12, 2026 | As of March 4, 2026 | As of March 2, 2026* | ||||||||||||||||||||||||
| Valuation Technique | Significant Unobservable Input | |||||||||||||||||||||||||||||
| Black-Scholes option pricing model | Expected volatility | % | % | % | % | % | % | |||||||||||||||||||||||
| Expected term (years) | ||||||||||||||||||||||||||||||
| Risk-free interest rate | % | % | % | % | % | % | ||||||||||||||||||||||||
| Discounted cash flow methodology | Discounted rate | % | % | % | ||||||||||||||||||||||||||
| * |
Sensitivity Analysis
The fair value measurements are sensitive to changes in significant unobservable inputs. For the warrant liabilities, increases in expected volatility or expected term would generally result in a higher fair value measurement. For the convertible note, increases in the discount rate would generally result in a lower fair value measurement. Management has determined that reasonably possible changes in these assumptions would not result in a material change in the related fair value measurements. Therefore, no quantitative sensitivity analysis has been disclosed.
Warrants issued in September 2025
On January 27, 2026, the Company entered
into warrant repurchase agreements with certain holders of warrants originally issued in September 2025. Under the agreements, the Company
repurchased and cancelled the warrants at $
| 13. | LOANS AND BORROWINGS |
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| Current | ||||||||
| Guaranteed bank loan | ||||||||
| Financial institution loan | ||||||||
| Recourse liability | ||||||||
| Lease liabilities | ||||||||
| Non-current | ||||||||
| Guaranteed bank loan | ||||||||
| Financial institution loan | ||||||||
| Warrants liabilities at FVTPL | ||||||||
| Lease liabilities | ||||||||
| Total loans and borrowings | ||||||||
F-15
| i) |
| Currency | Principal amount | Year of origination | Nominal interest rate % per annum | Year of maturity | June 30, 2026 (Unaudited) | 2025 | ||||||||||||||||
| $ | $ | |||||||||||||||||||||
| Guaranteed bank loan | % | |||||||||||||||||||||
| Guaranteed bank loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Guaranteed bank loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Guaranteed bank loan | % | |||||||||||||||||||||
| Guaranteed bank loan | % | |||||||||||||||||||||
| Guaranteed bank loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Guaranteed bank loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Financial institution loan | % | |||||||||||||||||||||
| Guaranteed bank loan | % | |||||||||||||||||||||
| Guaranteed bank loan | % | |||||||||||||||||||||
| Recourse liability | ||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||
Most of the guaranteed bank loans are jointly guaranteed by Mr. Fu Xiaowei and Ms. Zhang Fan, the CEO of the Group and his spouse.
The weighted average effective interest
rates per annum of guaranteed bank loans and financial institution loans is
From June 30, 2026 to the date of issuance of the unaudited condensed consolidated financial statements, all the guaranteed bank loans and financial institution loans were repaid upon maturity without default.
| 14. | CAPITAL AND RESERVES |
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Number of Class A shares | Number of Class B shares | $ | Number of Class A shares* | Number of Class B shares | $ | |||||||||||||||||||
| Issued and fully paid: | ||||||||||||||||||||||||
| Shares | ||||||||||||||||||||||||
| As at the beginning of period/year | ||||||||||||||||||||||||
| Issuance of class A shares for business combination | ||||||||||||||||||||||||
| Issuance of class A shares for assets acquisition | ||||||||||||||||||||||||
| Issuance of class A shares to employees (2025 Share incentive plan) | ||||||||||||||||||||||||
| Issuance of class A shares to employees (2024 Share incentive plan) | ||||||||||||||||||||||||
| Issuance of class A shares to individual consultants | ||||||||||||||||||||||||
| Issuance of class A shares for exercise warrants | ||||||||||||||||||||||||
| Issuance of class A shares for conversion of convertible notes | ||||||||||||||||||||||||
| Transfer shares from treasury shares | ( | ) | ||||||||||||||||||||||
| Issuance of shares for At-The-Market Offering | ||||||||||||||||||||||||
| Rounding up for reverse share split | ||||||||||||||||||||||||
| As at end of period/year | ||||||||||||||||||||||||
| * |
F-16
Holders of class A shares are entitled
to dividends as declared from time to time and are entitled to
| ii) | Nature and purpose of reserves |
| a) | Foreign currency translation reserve |
The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
| b) | Share-based compensation reserves |
Share-based compensation reserves represent the equity set aside for stock-based payments to employees, executives, and external consultants. These reserves arise when a company grants shares or stock options as part of its compensation strategy, recording them as an expense with a corresponding increase in equity. The primary purpose of share-based compensation reserves is to attract, retain, and incentivize key personnel while aligning their interests with the company’s long-term growth. Additionally, it helps preserve cash by offering equity instead of cash payments and serves as a performance-based reward system. Companies also use these reserves to compensate external consultants or advisors, supporting business development and strategic initiatives.
On August 4, 2026, the Company separately
issued
The shares were issued for nominal cash
consideration of US$
| 15. | LOSS PER SHARE |
The following table sets forth the computation of basic and diluted (loss)/earnings per share attributable to shareholders for the six months ended June 30, 2026 and 2025.
| For the six months ended June 30, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| $ | $ | |||||||
| Loss for the period | ( | ) | ( | ) | ||||
| Less: Profit attributable to non-controlling interests | ||||||||
| Loss for the period attributable to shareholders | ( | ) | ( | ) | ||||
| Basic weighted-average number of shares outstanding | ||||||||
| Basic loss per share attributable to shareholders | ( | ) | ( | ) | ||||
| Diluted weighted-average number of shares outstanding | ||||||||
| Diluted loss per share attributable to shareholders | ( | ) | ( | ) | ||||
| 16. | SEGMENT REPORTING |
| i) | Basis for segmentation |
The Group has the following strategic divisions which are its operating and also reportable segments. These segments offer different products and services, and are generally managed separately from a commercial, technological, marketing, operational and regulatory perspective. The Group’s chief executive officer (the Chief Operating Decision Maker or CODM) reviews performance of each segment on a monthly basis for purposes of business management, resource allocation, operating decision making and performance evaluation.
F-17
The following summary describes the operations of each reportable segment:
| Reportable segments | Operations | |
| IFM services | ||
| Manpower outsourcing services | ||
| Other services |
| ii) | Information about reportable segment |
The CODM evaluates operating segments
based on revenue and Segment profit/(loss).
| IFM services | Manpower outsourcing services | Other services | Unallocated | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||
| Segment revenue | ||||||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other income | ||||||||||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Change in fair value of investment property | ( | ) | ( | ) | ||||||||||||||||
| Net loss on convertible notes designated at FVTPL | ( | ) | ( | ) | ||||||||||||||||
| Net gain on warrant liabilities | ||||||||||||||||||||
| Finance cost | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Income tax expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Segment (loss)/profit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| June 30, 2025 | ||||||||||||||||||||
| Segment revenue | ||||||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other income | ||||||||||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Finance cost | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Change in fair value of warrant liability | ( | ) | ( | ) | ||||||||||||||||
| Impairment loss on intangible asset | ( | ) | ( | ) | ||||||||||||||||
| Income tax expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Segment (loss)/profit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
Assets and liabilities are predominantly reviewed by the CODM at a consolidated level and not at a segment level. Within the Group’s non-current assets are property and equipment which are primarily located in Singapore. Other non-current assets such as right-of-use assets are predominantly regional assets that are not attributed to a segment.
Segment assets and liabilities
| IFM services | Manpower and outsourcing services | Other services | Unallocated | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| 2026 H1 | ||||||||||||||||||||
| Total assets | ||||||||||||||||||||
| Total liabilities | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| Total assets | ||||||||||||||||||||
| Total liabilities | ||||||||||||||||||||
Geographic allocation
All business units of the Group are operating in Singapore, Malaysia, Hong Kong, Thailand, Vietnam, Netherlands, Germany, United Arab Emirates and Australia. The Group allocates revenue on the basis of the location of the customer. The geographic revenue generates majority from Singapore, Malaysia and Hong Kong, while less than 10% of the Group’ revenue generated from other countries.
F-18
| 17. | INCOME TAX EXPENSES |
| For the six months ended June 30, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| $ | $ | |||||||
| Current tax expense | ||||||||
| Current period | ||||||||
| Changes in estimates related to prior years | ||||||||
| Deferred tax expense | ||||||||
| Origination and reversal of temporary difference | ||||||||
| Income tax expenses | ||||||||
The tax on the Group’s loss before income tax differs from the theoretical amount that would arise using the Singapore’s standard rate of income tax as follows:
| For the six months ended June 30, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| $ | $ | |||||||
| Reconciliation between tax expenses and accounting profit at applicable tax rate | ||||||||
| Loss before tax | ( | ) | ( | ) | ||||
| Tax at the Singapore statutory rate | ( | ) | ( | ) | ||||
| Difference from the effect of tax rates in a foreign jurisdiction | ||||||||
| Tax losses-unrecognized deferred tax assets | ||||||||
| Non-deductible expenses | ||||||||
| Other non-taxable income | ( | ) | ( | ) | ||||
| Changes in estimates related to prior years | ||||||||
| Income tax expenses | ||||||||
| 18. | RELATED PARTIES |
| i) | Transactions with key management personnel |
| a) | Key management personnel compensation |
Compensation to Directors and executive officers of the Group comprised the following:
| For the six months ended June 30, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| $ | $ | |||||||
| Short-term employee benefits | ||||||||
| b) | Key management personnel transactions |
The aggregate value of transactions and outstanding balances related to key management personnel and entities over which they have control or significant influence were as follows.
| Transaction values for the six months ended, | Balance outstanding as of | |||||||||||||||
| June 30, | June 30, | June 30, | December 31, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Loan to/(repayment from) a shareholder | ( | ) | ( | ) | ||||||||||||
| Payment made on behalf of a shareholder by the Company/(payment made on behalf of the Company by a shareholder and amount due to a shareholder) | ( | ) | ( | ) | ||||||||||||
As of June 30, 2026, the Company had
a net amount due from a shareholder of $
F-19
| ii) |
| Transaction values for the six months ended | Balance outstanding as at | |||||||||||||||
| June 30, | June 30, | June 30, | ||||||||||||||
| 2026 | 2025 | 2026 | December 31, | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Loan to a director of a subsidiary and a minor shareholder of the Company* | ||||||||||||||||
| Prepayment to a related party | ||||||||||||||||
| Upkeeping and maintenance service provided by a related party and payable to a related party | ( | ) | ||||||||||||||
| Payment made on behalf by the Company of a related party | ||||||||||||||||
| Landscape crew outsourcing service provided to a related party and receivable from a related party | ||||||||||||||||
| Outdoor landscape service provided by a related party and payable to a related party | ( | ) | ( | ) | ( | ) | ||||||||||
| Back charged lease payment to a related party | ||||||||||||||||
| Payment made on behalf by a related party of the Company | ( | ) | ||||||||||||||
| * |
| 19. | CONTINGENCIES |
In the ordinary course of business, the Group may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Group records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of June 30, 2026 and through the issuance date of these unaudited condensed consolidated financial statements.
| 20. | SUBSEQUENT EVENTS |
The Company evaluated all events and transactions through September 25, 2026, the date of issuance of these unaudited condensed consolidated financial statements, and concluded there were no other material subsequent events that require disclosure in these unaudited condensed consolidated financial statements. Other than the events disclosed below:
Acquisition of Xtreme Solution Pte. Ltd. (“Xtreme”)
On June 24, 2026, YYForce Inc. (the
"Company") entered into a letter of intent with Ms. Ren Yinan for the proposed acquisition of a
As of the filing date of this unaudited
condensed consolidated financial statements, the Company had paid S$
The financial effects on this transaction have not been recognized as of June 30, 2026. The operating results and assets and liabilities of the acquired company will be consolidated from August 3, 2026.
The following tables summarize the consideration transferred to acquired Xtreme at the date of acquisition:
| $ | ||||
| Cash | ||||
| Consideration shares | ||||
| Total consideration at fair value | ||||
Certain disclosures such as the fair value of the identifiable net assets and the expected goodwill in the Xtreme recognized at the date of acquisition and the measurement basis for that amount, among others, cannot be made given the proximity of the acquisition to the date of issuance of these unaudited condensed consolidated financial statements. Consequently, the analysis required by IFRS 3 is still in progress.
Incorporation of New Subsidiaries
YY Logitech Pte. Ltd.
On August 3, 2026, YY Logitech Pte.
Ltd. was incorporated in Singapore as a private company limited by shares. Following incorporation, the initial shareholding was confirmed
as YYForce Inc. (
F-20
Facadevision AI Pte. Ltd.
On August 7, 2026, Facadevision AI Pte.
Ltd. was incorporated in Singapore as a private company limited by shares. Following incorporation, the initial shareholding was confirmed
as YYForce Inc. (
Issuance of Shares for Services
Operational consulting services
On August 4, 2026, the Company issued
The shares were issued for nominal cash
consideration of US$
Renovation and fit-out services
On August 4, 2026, the Company issued
The shares were issued for nominal cash
consideration of US$
F-21
Exhibit 99.2
YYFORCE INC.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six Months Ended June 30, 2026
The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this report, as well as our audited consolidated financial statements and related notes for the year ended December 31, 2025.
This MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in such forward-looking statements as a result of various factors, including those discussed under “Item 3. Key Information, D. Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission, (the “SEC”) on April 21, 2026 and subsequently amended on April 24, 2026.
Unless otherwise indicated, references in this MD&A to “YYForce,” the “Company,” “we,” “us,” “our” and the “Group” refer to YYForce Inc. and its consolidated subsidiaries.
BUSINESS OVERVIEW
YYForce Inc., formerly known as YY Group Holding Limited, is a technology-enabled provider of workforce solutions and integrated facility management (“IFM”) services.
The Company’s operations are currently principally centered on two core business areas: manpower outsourcing services and IFM services. The Company also generates revenue from other services, including web development, digital marketing and rental activities.
The Company’s IFM services include cleaning, property and facility management, security and related facility services. The Company’s manpower outsourcing business provides workforce sourcing and deployment services, including casual labor sourced principally through the YY App.
For the six months ended June 30, 2026, these two principal businesses represented approximately 96.8% of the Company’s consolidated revenue, compared with approximately 93.3% for the corresponding period in 2025.
The Company operates across multiple markets. As disclosed in the Company’s unaudited condensed consolidated financial statements, our business operations include Singapore, Malaysia, Hong Kong, Thailand, Vietnam, the Netherlands and the United Arab Emirates, with the majority of its revenue generated from Singapore, Malaysia and Hong Kong.
Strategic Direction - YYForce 2030 Future Workforce Vision
As the Company expands its existing businesses, the Company is also pursuing a longer-term strategy intended to evolve YYForce from a predominantly labor-intensive workforce outsourcing and facility services provider toward a broader future workforce solutions provider.
The Company’s long-term strategic direction is based on its view that human workers, digital workforce platforms, artificial intelligence, smart facility-management technologies, automation and robotics may increasingly operate together within workforce-intensive industries.
Human Workforce. The Company’s existing manpower outsourcing operations provide workforce sourcing, deployment and workforce-management capabilities across multiple markets.
Technology-Enabled Workforce Management. The Company intends to continue developing and utilizing digital technologies to improve workforce sourcing, matching, scheduling, deployment, productivity and operational visibility.
Smart Integrated Facility Management. The Company intends to progressively enhance its IFM operations through software, data, IoT-enabled systems, sensors, smart monitoring, centralized operational management and automation where commercially appropriate.
Automation and Robotics. Over time, the Company intends to evaluate and, where commercially viable, deploy commercial robotics and other automation technologies within appropriate service environments, potentially including humanoid robotic systems as such technologies mature.
HUMAN WORKFORCE + DIGITAL PLATFORMS + SMART FACILITIES + AUTOMATION & ROBOTICS
The Company refers to this longer-term strategic direction as our YYForce 2030 Future Workforce Vision (the “2030 Strategy”). The Company believes its existing workforce and IFM businesses may provide an operating foundation for this strategy because they provide customer relationships, workforce infrastructure, service-delivery capabilities and real-world operating environments in which new technologies may potentially be deployed.
The Company’s current financial performance, however, continues to be principally derived from its established manpower outsourcing, IFM and other service businesses. The Company’s AI, automation, digital platform and robotics initiatives are at varying stages of development and commercialization, and these initiatives did not constitute the principal drivers of its financial performance for the six months ended June 30, 2026.
Implementation of the Company’s 2030 Strategy is expected to occur progressively and will depend on numerous factors, including technological feasibility, customer demand and adoption, availability and cost of capital, regulatory requirements, implementation costs, availability of suitable technologies, competitive developments and our ability to successfully develop or commercialize new products and services. There can be no assurance that these initiatives will achieve commercial adoption, generate material revenue or improve the Company’s profitability.
CAPITAL ALLOCATION AND THE 2030 STRATEGY
As the Company pursues the 2030 Strategy, capital allocation will be an important management consideration. The Company’s first priority is to maintain sufficient liquidity to support existing operations, working-capital requirements and contractual obligations.
Subject to those requirements, the Company may evaluate investments in technology and software development; workforce-management platforms; smart facility-management technologies; operational automation; commercial robotics; data and technology infrastructure; geographic expansion; strategic partnerships; and acquisitions.
The Company intends to evaluate potential investments based on its expected commercial potential, strategic relevance, capital requirements, expected return and risk. The Company does not currently assume that all components of our 2030 Strategy will require direct ownership of the underlying technology. Depending on commercial circumstances, the Company may pursue combinations of internal development, partnerships, joint ventures, licensing, leasing arrangements, acquisitions and third-party technology deployment.
OUR CURRENT OPERATING MODEL AND LONG-TERM EVOLUTION
Human workers are expected to remain an important component of our service-delivery model. The Company’s longer-term objective is to utilize technology, automation and robotics where appropriate to complement human workforce capabilities, improve productivity, enhance service quality, increase operational visibility and potentially enable us to scale certain services more efficiently.
Workforce Outsourcing -> Technology-Enabled Workforce Management -> Smart IFM -> Automation & Robotics -> Integrated Future Workforce Solutions
The Group’s business model has evolved alongside its expanding service capabilities. Building on its foundation in workforce outsourcing, the Group has increasingly incorporated technology-enabled workforce management and expanded into Smart IFM. The Group is currently focused on developing its Smart IFM capabilities, while exploring the use of automation and robotics to enhance operational efficiency and service delivery. Over time, the Group aims to integrate workforce management, IFM, technology, automation and robotics into a broader platform of integrated future workforce solutions.
KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Growth and Scale of the Company’s Workforce Operations
The scale of the Company’s manpower outsourcing operations depends on customer demand, the Company’s ability to source and retain suitable workers, workforce utilization, wage rates, geographic expansion and the Company’s ability to win and retain customer relationships. As the Company increases the scale of its workforce operations, the Company intends to continue evaluating technologies that may improve workforce sourcing, matching, scheduling and deployment.
Growth and Retention of IFM Contracts
The Company’s IFM revenue depends on our ability to secure new contracts, retain and renew existing contracts, appropriately price our services and manage labor and other operating costs. IFM contracts also provide operating environments in which the Company may progressively evaluate smart facility-management technologies and automation.
Labor Costs
Labor represents a significant component of the Company’s cost structure. Changes in wage rates, worker availability, regulatory requirements and workforce utilization can materially affect the Company’s gross margins. This factor was particularly relevant during the first half of 2026, when higher hourly wage rates for casual workers contributed to the decline in the Company’s gross profit margin.
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Operating Efficiency and Technology Adoption
As the Company’s operations expand, its ability to improve productivity and operating efficiency will become increasingly important. The Company intends to evaluate technology-enabled workforce management, process automation, centralized management systems and other productivity initiatives as potential tools to improve operating efficiency. Implementation of these technologies may require additional expenditures and may not result in immediate or measurable cost savings.
Acquisitions and Geographic Expansion
The Company’s financial performance is also affected by acquisitions and geographic expansion. Acquired businesses may increase our revenue and operating footprint but may also result in additional integration costs, administrative expenses, goodwill, intangible assets and other risks.
Capital Availability and Allocation
The Company intends to evaluate the allocation of capital among our existing operations, technology development, geographic expansion, acquisitions, automation and robotics initiatives and other strategic opportunities.
KEY PRIORITIES GOING FORWARD
Growing our core workforce and IFM businesses. The Company intends to continue pursuing customer growth, contract renewals and geographic expansion where commercially appropriate.
Improving gross margin. The Company intends to focus on pricing, workforce utilization, labor productivity, procurement, service mix and operational efficiency.
Improving operating leverage. As revenue grows, the Company intends to seek greater scalability and discipline across corporate and administrative costs.
Increasing technology utilization. The Company intends to continue evaluating digital tools that can improve workforce deployment, facility management, service delivery and management visibility.
Developing recurring and technology-enabled revenue opportunities. Over time, the Company intends to explore business models that may complement our existing service revenue with technology-enabled and potentially recurring revenue streams.
Commercializing practical automation and robotics applications. The Company intends to focus on applications that address identifiable customer and operational requirements rather than pursuing technology independently from our core businesses.
Maintaining capital discipline. The Company intends to balance investment in growth against liquidity requirements and potential shareholder dilution.
RESULTS OF OPERATIONS
| For the six months ended June 30, | ||||||||||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||||||||||
| $ | % of revenue | $ | % of revenue | |||||||||||||
| Revenue | 32,659,236 | 100.0 | % | 25,754,473 | 100.0 | % | ||||||||||
| Cost of revenue | (29,359,389 | ) | (89.9 | )% | (21,486,338 | ) | (83.4 | )% | ||||||||
| Gross profit | 3,299,847 | 10.1 | % | 4,268,135 | 16.6 | % | ||||||||||
| Other income | 703,883 | 2.2 | % | 814,457 | 3.2 | % | ||||||||||
| Selling and marketing expenses | (1,152,522 | ) | (3.5 | )% | (1,562,277 | ) | (6.1 | )% | ||||||||
| General and administrative expenses | (7,902,969 | ) | (24.2 | )% | (7,107,000 | ) | (27.6 | )% | ||||||||
| Impairment loss on intangible asset | - | 0.0 | % | (4,063,000 | ) | (15.8 | )% | |||||||||
| Other expenses | (111,423 | ) | (0.3 | )% | (31,918 | ) | (0.1 | )% | ||||||||
| Change in fair value of investment properties | (44,079 | ) | (0.1 | )% | - | 0.0 | % | |||||||||
| Operating loss | (5,207,263 | ) | (15.9 | )% | (7,681,603 | ) | (29.8 | )% | ||||||||
| Finance cost | (865,273 | ) | (2.6 | )% | (367,270 | ) | (1.4 | )% | ||||||||
| Net loss on convertible notes designated at FVTPL | (2,617,807 | ) | (8.0 | )% | - | 0.0 | % | |||||||||
| Net gain on warrant liabilities | 1,726,802 | 5.3 | % | (24,075 | ) | (0.1 | )% | |||||||||
| Loss before tax | (6,963,541 | ) | (21.3 | )% | (8,072,948 | ) | (31.3 | )% | ||||||||
| Income tax expenses | (99,272 | ) | (0.3 | )% | (123,038 | ) | (0.5 | )% | ||||||||
| Loss for the period | (7,062,813 | ) | (21.6 | )% | (8,195,986 | ) | (31.8 | )% | ||||||||
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COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Revenue
The Company generates revenue primarily from (i) IFM services, (ii) manpower outsourcing services and (iii) other services. The Company’s IFM services are provided under service contracts with estate management companies, government agencies and commercial customers. These services include commercial, hospitality and industrial cleaning; property and facility management; maintenance; landscaping; administrative and compliance functions; security monitoring; safety inspections; and related services.
The Company’s manpower outsourcing services principally consist of sourcing and deploying casual labor to meet customer requirements, including through the YY App. Other services include web design and development, digital marketing services and lease-related services.
| For the six months ended June 30, | ||||||||||||||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||||||||||||||
| $ | % of revenue | $ | % of revenue | % of YoY change | ||||||||||||||||
| IFM services | 16,062,712 | 49.2 | % | 14,458,114 | 56.1 | % | 11.1 | % | ||||||||||||
| Manpower outsourcing services | 15,551,050 | 47.6 | % | 9,578,180 | 37.2 | % | 62.4 | % | ||||||||||||
| Other services | 1,045,474 | 3.2 | % | 1,718,179 | 6.7 | % | (39.2 | )% | ||||||||||||
| Total revenue | 32,659,236 | 100.0 | % | 25,754,473 | 100.0 | % | 26.8 | % | ||||||||||||
Total revenue increased $6,904,763, or approximately 26.8%, from $25,754,473 for the six months ended June 30, 2025 to $32,659,236 for the six months ended June 30, 2026, where manpower outsourcing services contributed $5,972,870 and IFM services $1,604,598, partly offset by a decrease of $672,705 in other services revenue.
IFM services
Revenue from IFM services increased $1,604,598, or approximately 11.1%, from $14,458,114 for the six months ended June 30, 2025 to $16,062,712 for the six months ended June 30, 2026. The increase was supported by entry into new contracts, renewals of existing projects and incremental contributions from newly acquired subsidiaries, including Property Facility Services Pte. Ltd. (“PFS”) and Uniforce Security Services Pte. Ltd. (“UFS”).
Manpower outsourcing services
Revenue from manpower outsourcing services increased $5,972,870, or approximately 62.4%, from $9,578,180 for the six months ended June 30, 2025 to $15,551,050 for the six months ended June 30, 2026. The increase was mainly attributable to stronger customer demand in Singapore and Malaysia and contributions from YY Circle (HK) Pte Limited and YY Circle (Thailand) Company Limited, which the Company acquired in April 2025 and June 2025, respectively.
Other services
Other services revenue decreased $672,705, or approximately 39.2%, to $1,045,474 representing 3.2% of total revenue for the six months ended June 30, 2026, from $1,718,179 representing 6.7% of total revenue, in the corresponding period in 2025, mainly due to the absence of active projects between our subsidiary, YY Smart Tech Pte Ltd (“YY Smart”), and its partnership company, resulting in a decline in business activities, partially offset by contributions from the newly acquired entity in 2025, namely Mediaplus Venture Group Pte. Ltd. (“Mediaplus”).
Cost of revenue and Gross profit
Cost of revenue increased to $29,359,389 for the six months ended June 30, 2026, compared with $21,486,338 for the corresponding period in 2025. Gross profit decreased approximately 22.7% to $3,299,847 for the six months ended June 30, 2026, compared with $4,268,135 for the corresponding period in 2025. Gross profit margin decreased to approximately 10.1% for the six months ended June 30, 2026 from 16.6% for the corresponding period in 2025. The decline in gross profit and gross margin was primarily attributable to higher labor costs across both our IFM and manpower outsourcing businesses, driven in part by higher hourly wage rates for casual workers during the six months ended June 30, 2026. Improving gross margin and the quality of revenue is an important management priority. Over the longer term, the Company intends to evaluate opportunities to improve productivity through workforce optimization, technology-enabled deployment, digitalization, process automation and service-mix optimization. There can be no assurance that these initiatives will result in improved gross margins or profitability.
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Other income
Other income decreased $110,574, or approximately 13.6%, from $814,457 for the six months ended June 30, 2025 to $703,883 for the six months ended June 30, 2026. Other income principally consisted of government grants and wage support incentives. The decrease was mainly attributable to lower government grants received during the six months ended June 30, 2026 compared with the corresponding period in 2025. Since these grants are dependent on government support programs and eligibility requirements, the amount recognized may vary from period to period and could decline in future periods.
Selling and marketing expenses
Selling and marketing expenses decreased $409,755, or approximately 26.2%, from $1,562,277 for the six months ended June 30, 2025 to $1,152,522 for the six months ended June 30, 2026. The decrease was principally attributable to share-based compensation recognized during the first half of 2025 in connection with the Company’s 2023 and 2024 share incentive plans and grants to a sales director and consultants engaged in market-survey activities. Such share-based compensation expense did not recur during the six months ended June 30, 2026.
General and administrative expenses
General and administrative expenses increased $795,969, or approximately 11.2%, from $7,107,000 for the six months ended June 30, 2025 to $7,902,969 for the six months ended June 30, 2026. General and administrative expenses primarily consist of salaries and welfare expenses, rent, depreciation, professional service fees, office expenses, transportation and other administrative expenses. The increase was mainly attributable to higher consultancy fees supporting the Company’s expanded business operations, including corporate development, business expansion and strategic initiatives. The increase also reflected professional services associated with acquisitions and capital-markets activities, including our issuance of convertible notes and warrants.
Impairment of intangible asset
No impairment loss on intangible asset was recognized during the six months ended June 30, 2026. For the corresponding period in 2025, we recognized an impairment loss of $4,063,000 relating to software under development.
Other expenses
Other expenses increased from $31,918 for the six months ended June 30, 2025 to $111,423 for the six months ended June 30, 2026. These expenses principally consisted of late charges and fines imposed by statutory bodies and third parties. The increase was mainly attributable to one-time late-payment charges and fines arising from delays in settlement of certain statutory liabilities and payables. All such charges and fines have been fully settled and there were no outstanding amounts or ongoing matters arising from these charges and fines as of the date of the report.
Fair value changes
During the six months ended June 30, 2026, the Company recognized a $2,617,807 net loss related to convertible notes and a $1,726,802 net gain related to warrant liabilities. The Company also recognized a $44,079 fair-value loss on investment properties. These fair-value movements affected our reported operating results and may fluctuate between reporting periods based on applicable valuation inputs and market conditions.
Operating loss
Operating loss was $5,207,263 for the six months ended June 30, 2026, compared with $7,681,603 for the corresponding period in 2025. Operating loss as a percentage of revenue decreased to approximately 15.9%, compared with approximately 29.8% for the corresponding period in 2025. Excluding the $4,063,000 non-cash impairment loss recognized during the six months ended June 30, 2025 and the net fair-value changes in investment properties during the six months ended June 30, 2026, the Company’s operating loss widened from $3,618,603 for the six months ended June 30, 2025 to $5,163,184 for the six months ended June 30, 2026, reflecting the decline in gross profit and higher general and administrative expenses. While the Company continued to report an operating loss, management intends to focus on revenue quality, gross-margin improvement, cost discipline and operating leverage as the Company scales.
Finance cost
Finance cost increased from $367,270 for the six months ended June 30, 2025 to $865,273 for the six months ended June 30, 2026. Finance cost principally consisted of interest expense on guaranteed bank loans, financial-institution loans, lease liabilities and recourse liability, as well as interest and accretion expenses relating to financing instruments issued during the period. The increase was primarily attributable to higher interest expenses associated with borrowings from banks and financial institutions and lease liabilities used to support the Company’s working capital requirements and business expansion.
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Income tax expense
For the six months ended June 30, 2026 and 2025, the Company’s income tax expenses were $99,272 and $123,038, respectively. The decrease of approximately 19.3% was primarily attributable to lower taxable profits generated from the Company’s operations during the six months ended June 30, 2026.
Loss for the period
The Company recorded a net loss of $7,062,813 for the six months ended June 30, 2026, compared with $8,195,986 for the corresponding period in 2025. Loss for the period as a percentage of revenue was approximately 21.6%, compared with approximately 31.8% for the corresponding period in 2025.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. Liquidity risk is managed by monitoring its cash flow requirements and matching its payment obligations with anticipated cash receipts. The Company finances its working capital requirements through a combination of available cash and cash equivalents and bank borrowings. Given the Company’s operating cash outflows during the period, management continues to monitor its liquidity position closely and assess its available sources of funding to meet its obligations as they fall due.
As of June 30, 2026, the Company cash balances amounted to $3,082,570 and our current assets were $22,574,038, and our current liabilities were $10,698,455, resulting in a positive working capital of $11,875,583. For the six months ended June 30, 2026, we incurred operating loss and loss for the period of $5,207,263 and $7,062,813, respectively with net operating cash outflows of $10,988,904. The current assets included $4,373,945 of prepayments and other current assets, compared to $1,251,794 as of December 31, 2025. As the continuous net losses and significant operating cash outflow, there is material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
To sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:
| - | cash generated from our operations; |
| - | loans from shareholders and related parties; and |
| - | other available sources of financing from banks and other financial institutions. |
In assessing liquidity, management continuously monitors cash balances, operating cash requirements and working capital needs. The Company’s principal liquidity requirements consist of funding operating expenses, supporting working capital and meeting obligations as they become due.
Subsequent to June 30, 2026, the Company enhanced its liquidity through additional short-term financing obtained by its Singapore subsidiaries, Hong Ye Group Pte. Ltd., YY Circle (SG) Private Limited, Uniforce Security Services Pte. Ltd. and Property Facility Services Pte. Ltd., net proceeds received from trade receivable factoring arrangements and subsequent collections of outstanding trade receivables. These transactions provided additional cash resources after the reporting date and contributed to the Group’s working capital. Management continues to evaluate additional funding alternatives and believes the Group has access to multiple sources of liquidity, including operating cash flows, receivable collections and external financing arrangements.
These financing arrangements structured were to support the Company’s strategic initiatives in expanding market presence and driving growth.
The Company believes that its available cash and cash equivalents, existing bank borrowings, subsequent cash receipts from customers, and financing available under our trade receivable factoring arrangements, together with proceeds raised under our At-The-Market offering, is expected to provide sufficient liquidity to meet its working capital needs in the next 12 months from the date the unaudited consolidated financial statements are issued. If the Company experiences an adverse operating environment or incur unanticipated capital expenditure requirements, or if the Company determines to accelerate its growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available at all or on favourable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
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As of June 30, 2026, the Company repaid a substantial portion of the redemption amount under its outstanding convertible note in the principal amount of $5,940,000 and a redemption amount of $1,366,453 under such note was outstanding. On August 20, 2026, the Company entered into a Supplemental Agreement, pursuant to which (i) the second tranche financing contemplated under the securities purchase agreement, dated February 27, 2026, was cancelled, (ii) all outstanding warrants to purchase up to 11,284 Class A ordinary shares held by Ault Lending were cancelled, and (iii) the Company agreed to repay the remaining redemption amount in cash on or before December 31, 2026. Under the terms of the Supplemental Agreement, the Company may prepay the remaining redemption amount at any time without penalty, and no further interest will accrue on the outstanding balance from August 20, 2026.
CASH FLOWS
| For the six months ended June 30, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| $ | $ | |||||||
| Net cash used in operating activities | (10,988,904 | ) | (633,976 | ) | ||||
| Net cash (used in)/provided by investing activities | (3,696,338 | ) | 705,133 | |||||
| Net cash provided by financing activities | 16,294,316 | 812,978 | ||||||
| Effect of foreign exchange of cash | (38,264 | ) | (148,693 | ) | ||||
| Net increase in cash | 1,570,810 | 735,442 | ||||||
| Cash balances at beginning of periods | 1,511,760 | 836,907 | ||||||
| Cash balances at end of periods | 3,082,570 | 1,572,349 | ||||||
Operating Activities
For the six months ended June 30, 2026, net cash used in operating activities was $10,988,904, primarily resulting from our net loss of $7,062,813, adjusted for non-cash and non-operating items, as well as changes in operating assets and liabilities. Adjustments for non-cash items included depreciation of property and equipment of $147,892, depreciation of right-of-use assets of $288,017, and amortization of intangible assets of $182,735 and provision for allowance for credit losses of $61,212. Adjustments for non-operating items mainly consisted of a net gain on warrant liabilities of $1,726,802, a fair value loss on investment property of $44,079, a net loss on convertible notes of $2,617,807, a gain on the early derecognition of the net investment in lease of $94,078, service fees settled by transfer of treasury shares of $152,799, finance costs of $865,273, interest income of $5,990 and income tax expenses of $99,272. Changes in operating assets and liabilities mainly included: (i) a decrease in trade receivables of $418,767, (ii) a decrease in trade and other payables of $4,926,338, (iii) an increase in contract liabilities of $572,280, (iv) a decrease in amount due to related parties of $556,499, and (v) an increase in prepayments and other current assets of $1,854,116. Cash used in operations also reflected interest payments of $168,640 and income tax payments of $82,808, partially offset by an income tax refund of $39,047.
For the six months ended June 30, 2025, net cash used in operating activities was $633,976, primarily resulting from our net loss of $8,195,986, adjusted for non-cash and non-operating items, as well as changes in operating assets and liabilities. Adjustments for non-cash items included depreciation of property and equipment of $89,044 and depreciation of right-of-use assets of $227,394, provision for allowance for credit losses of $66,561, and impairment loss on intangible asset of $4,063,000. Adjustments for non-operating items consisted of fair value adjustment of warrant liabilities of $24,075, service fees settled by transfer of treasury shares of $52,779, share-based compensation expenses of $3,573,000, net finance cost of $367,270, and income tax expenses of $123,038. Changes in operating assets and liabilities mainly included: (i) a decrease in prepayment and other current assets of $368,512, (ii) an increase in trade receivables of $191,922, (iii) a decrease in amount due to related party of $22,380, and (iv) a decrease in trade and other payables of $936,465. Cash used in operations also reflected interest payments of $232,386 and income tax payments of $9,510.
Investing Activities
For the six months ended June 30, 2026, net cash used in investing activities was $3,696,338, primarily attributable to $2,593,753 of loan to a shareholder, payment of deferred consideration payable in connection with acquisitions of $924,895, loan to a director of a subsidiary and a minor shareholder of the Company $2,767,916, purchases of property and equipment of $228,527, mainly related to cleaning machinery and computer hardware, purchases of intangible assets of $152,000, and investments in financial assets at fair value through profit or loss of $100,000, partially offset by $3,046,978 of consideration received from the early purchase of the underlying property and $23,775 received as principal repayment of finance lease receivables.
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For the six months ended June 30, 2025, net cash provided by investing activities was $705,133, primarily attributable to net cash acquired from the acquisition of subsidiaries of $836,485, partially offset by purchases of property and equipment of $131,352, mainly related to cleaning machinery and computer hardware.
Financing Activities
For the six months ended June 30, 2026, net cash provided by financing activities was $16,294,316, primarily attributable to $18,549,719 of proceeds from issuance of class A shares in connection with the At-The-Market equity offering, $4,105,000 of proceeds from the issuance of convertible notes and warrants, $2,052,484 repayment of a shareholder’s loan and $860,013 proceeds from guaranteed bank and financial institution loans. These inflows were partially offset by $5,784,573 of redemption and settlement of the convertible notes, $857,143 repurchase of warrant liabilities, $467,935 repayment of a loan from a third party, $262,805 payment of lease liabilities, and $1,900,444 repayment of guaranteed bank loans.
The convertible notes and warrants were subject to the terms and conditions described in Note 12 to our unaudited consolidated financial statements. The shareholder loans were related-party transactions and were subject to the terms described in Note 18 to our unaudited consolidated financial statements.
For the six months ended June 30, 2025, net cash provided by financing activities was $812,978, primarily driven by a loan from a third party of $342,600, a loan from a shareholder of $825,077 and proceeds from guaranteed bank and financial institution loans of $588,003. These inflows were partially offset by a loan to a related party of $108,663, repayment of guaranteed bank and financial institution loans of $571,234, and payment of lease liability of $262,805.
Contingencies
The Company may become subject to claims and assessments from time to time in the ordinary course of business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. For the six months ended June 30, 2026 and 2025, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on its business, financial condition, results of operations, or cash flows.
Capital Expenditures
For the six months ended June 30, 2026, the Company’s capital expenditures related principally to cleaning machinery, computer equipment and other operational tools supporting the expansion of its IFM and manpower outsourcing businesses. Purchases of property and equipment and intangible assets totalled $380,527 during the period. These investments supported productivity, digitalization and operating capacity across the Company’s service divisions.
For the corresponding period in 2025, capital expenditures totalled $131,352 and principally related to cleaning equipment and technology infrastructure. As the Company’s strategy develops, future capital expenditures may include investments related to technology, digital infrastructure, smart facility-management systems, automation and robotics. The amount and timing of such investments will depend on commercial opportunities, available capital and management’s assessment of expected returns.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into off-balance-sheet financial guarantees or other off-balance-sheet commitments to guarantee payment obligations of third parties. The Company has not entered into derivative contracts indexed to its shares that are classified as shareholders’ equity and not reflected in its consolidated financial statements. The Company also does not have retained or contingent interests in assets transferred to unconsolidated entities that serve as credit, liquidity or market-risk support, and the Company does not have variable interests in unconsolidated entities providing financing, liquidity, market-risk or credit support or engaging in leasing, hedging or product-development services with the Company.
Qualitative and Quantitative Information on Financial Risks
Financial Risk Management, including market risk (foreign currency risk, price risk and interest rate risk)
Our activities expose us to a variety of financial risks, including market risk (including foreign currency risk, and interest rate risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Company.
The Company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risks, ageing analysis for credit risk, and analysis of cash flow forecasts and maturity profiles in respect of liquidity risk.
8
Market risk
Foreign currency risk
The Group operates in multiple jurisdictions, including Singapore, Malaysia, Hong Kong, Thailand, Vietnam, the Netherlands, and the United Arab Emirates, and is exposed to foreign currency risk arising from transactions and balances denominated in currencies other than the respective functional currencies of its subsidiaries. The Group’s principal foreign currency exposures relate primarily to the Singapore dollar, United States dollar, Malaysian Ringgit and Hong Kong dollar. Fluctuations in exchange rates may affect the Group’s revenue, operating expenses, assets and liabilities reported in its consolidated financial statements.
Interest rate risk
The Group is exposed to interest rate risk as the Group has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the notes to the financial statements. The Group currently does not have an interest rate hedging policy.
Credit risk
We are exposed to credit risk from our operating activities and from our financing activities, which arises principally from our trade receivables, prepayment and other currents assets, amount due from related parties and cash. With respect to trade receivables and prepayment and other current assets, we are not exposed to a major default risk from a single customer, and we actively monitor and manage credit risk by performing credit checks and optimizing the payment and collection process. With respect to our amount due from a shareholder, we closely monitor and keep evaluating our related exposure to credit risk, and such efforts begin with initial loan release and continue through to full repayment of the loan. With respect to the cash, we place substantially all of our cash with financial institutions with high credit ratings and quality in Singapore. In the event of bankruptcy of one of these financial institutions, we may not be able to claim our cash back in full. We continue to monitor the financial strength of the financial institutions. There has been no recent history of default in relation to these financial institutions.
Liquidity risk
We are also exposed to liquidity risk which is risk that we are unable to provide sufficient capital resources and liquidity to meet our
commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions, trade receivable factoring agents and related parties to obtain short-term funding to meet the liquidity shortage.
Critical accounting estimates
Impairment assessment on goodwill and intangible assets
Intangible assets comprise goodwill, certain acquired customer relationships and software under development
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Customer relationships acquired as part of acquisitions of businesses are capitalized separately from goodwill as intangible assets if their value can be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate a potential impairment.
Definite life intangible assets are amortized over their useful life. Amortization is provided at rates calculated to expense the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life as follows:
| · | Customer-related intangibles – 10 years |
For the purposes of assessing impairment, assets other than goodwill are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units or CGUs). CGU determination for goodwill is assessed at the level which management monitors the business. An impairment loss is recognized if the carrying value of the relevant asset or CGU exceeds the recoverable amount, defined as the higher of fair value less costs of disposal and value in use.
The value in use or fair value less costs to dispose for each CGU is determined by calculating the net present value of future cash flows
–derived from the underlying assets using a projection period of up to five years for each CGU. After the projection period, a steady growth rate representing an appropriate long-term growth rate for the industry is applied. Any goodwill impairment is recognized immediately as an expense and is not subsequently reversed. For assets excluding goodwill, an assessment is made at reporting period end to determine whether there is any indication that previously recognized impairment losses may no longer exist or have decreased.
If any such indication exists, the recoverable amount of the asset is estimated. In cases where the recoverable amount exceeds the carrying amount of the asset, a reversal of impairment losses is recognized. The amount of the reversal of the impairment loss shall not exceed the carrying amount that would have been determined (net of depreciation or amortization) if no impairment loss had been recognized.
| · | Software under development |
Software under development represents directly attributable costs incurred to develop or implement software that is not yet available for use. Such costs are capitalized as intangible assets when the recognition criteria are met and are not amortized until the software is available for use. Software under development is assessed for impairment at least annually and whenever there is an indication of impairment.
9
Exhibit 99.3
YYForce Issues First Half 2026 Financial Results Highlighting 26.8% Revenue Growth to US$32.7 Million
Manpower Outsourcing Revenue Increased 62.4% to US$15.6 Million; Integrated Facility Management Revenue Increased 11.1% to US$16.1 Million
Net Loss Narrowed 13.8% Year Over Year
Working Capital Improved to US$11.9 Million from a Deficit of US$1.7 Million at Year-End 2025; Total Liabilities Reduced 39%
SINGAPORE, September 25, 2026 - YYForce Inc. (Nasdaq: YFOR) (“YYForce” or the “Company,” formerly YY Group Holding Limited (Nasdaq: YYGH)), an AI-enabled workforce management platform and integrated facility management (IFM) provider operating across Asia and beyond, today announced its unaudited financial results for the six months ended June 30, 2026.
YYForce reported first-half 2026 revenue of approximately US$32.7 million, an increase of 26.8% from US$25.8 million for the corresponding period in 2025. The Company views the continued expansion of its workforce and IFM businesses as the operating foundation for its “YYForce 2030 Vision,” a long-term strategy to build an integrated workforce ecosystem connecting human workers, artificial intelligence (“AI”), humanoid robots and specialized service robotics.
First Half 2026 Highlights
| · | Revenue increased 26.8% year over year to US$32.66 million from US$25.75 million. |
| · | Manpower outsourcing revenue increased 62.4% year over year to US$15.55 million. |
| · | IFM revenue increased 11.1% year over year to US$16.06 million. |
| · | Gross profit was US$3.30 million and gross profit margin was 10.1%, compared with US$4.27 million and 16.6%, respectively, in the prior-year period, with the decrease primarily attributable to higher labor costs. |
| · | Operating loss narrowed 32.2% year over year to US$5.21 million from US$7.68 million, primarily reflecting the absence of a US$4.06 million impairment loss on intangible asset recognized in the prior-year period. |
| · | Operating loss as a percentage of revenue improved to 15.9% from 29.8% in the prior-year period. |
| · | Net loss narrowed 13.8% year over year to US$7.06 million from US$8.20 million. |
| · | Non-IFRS operating loss was approximately US$2.74 million and non-IFRS loss was approximately US$3.29 million. |
| · | Cash was approximately US$3.08 million as of June 30, 2026. |
| · | Total equity increased to approximately US$25.36 million from US$13.61 million as of December 31, 2025, primarily reflecting US$18.55 million in proceeds from the Company’s At-The-Market equity offering. |
| · | Total liabilities decreased to approximately US$12.66 million from US$20.73 million as of December 31, 2025, primarily reflecting the settlement of trade and other payables and the reduction of warrant liabilities. |
First Half 2026 Operational Highlights:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Manpower Services | ||||||||
| YY Circle App downloads (cumulative) | 998,575 | 586,389 | ||||||
| YY Circle App monthly active users | 35,743 | 30,103 | ||||||
| Job fulfillment rate | 92 | % | 93 | % | ||||
| Number of Employers | 212 | 203 | ||||||
| IFM Services | ||||||||
| Number of customers | 218 | 190 | ||||||
| Average revenue per customer | 73,682 | 76,095 | ||||||
1
Management Commentary
Mike Fu, CEO of YYForce, commented: “We delivered year-over-year revenue growth of 26.8% in the first half of 2026, led by a 62.4% increase in manpower outsourcing revenue and continued expansion of our IFM operations. Our objective extends beyond growing the scale of scaling our existing service businesses. We are laying the foundation for building a future workforce environment in which people, artificial intelligence, smart facilities, automation and robotics can increasingly work together. We are piloting service robots and plan to deploy our first agentic AI workflows and launch an AI training data lab — early steps toward operations where every task is carried out by the person or technology best suited to perform it. Meanwhile, Our growing workforce and IFM operations provide the customer relationships, workforce infrastructure, facilities and real operating environments we need to validate and commercialize these technologies. As we move toward 2030, we expect YYForce to evolve from a labor-intensive service provider toward an integrated workforce service provider ready for the future, focusing on margin improvement, operating efficiency and disciplined capital allocation to create value for our stakeholders.”
Jason Phua, CFO of YYForce, added, “This period’s revenue growth came with margin pressure. Hourly wages for casual workers rose faster than our billing rates. As a result, our gross profit margin narrowed to 10.1% from 16.6%. We are addressing this directly: repricing contracts as they come up for renewal, renegotiating or exiting engagements that no longer cover their cost, tightening scheduling to reduce unbilled hours, and evaluating technology-enabled, digital and automation solutions to improve productivity. We also improved our capital structure and working capital position, ending the half with working capital of US$11.9 million compared with a deficit at the end of 2025, and reducing total liabilities by 39%. Restoring gross profit margin is our priority for the second half of 2026, and we will report our progress with our full-year results.”
First Half 2026 Financial Results
Total Revenue was US$32.7 million in the first half of 2026, up 26.8% from US$25.8 million in the same period of 2025.
| - | Revenue from manpower outsourcing increased 62.4% to US$15.55 million from US$9.58 million in the same period of 2025. The increase was primarily attributable to stronger customer demand in Singapore and Malaysia and contributions from our Hong Kong and Thailand subsidiaries. |
| - | Revenue from IFM increased 11.1% to US$16.06 million from US$14.46 million in the same period of 2025. Growth was supported by new contract wins, renewals of existing projects and full-period contributions from subsidiaries acquired in 2025, including Property Facility Services Pte. Ltd. and Uniforce Security Services Pte. Ltd. |
Gross profit was approximately US$3.30 million, compared with US$4.27 million for the first half of 2025. Gross profit margin was approximately 10.1%, compared with 16.6% in the prior-year period. The decrease was principally attributable to higher labor costs across the Company’s IFM and manpower outsourcing businesses, including higher hourly wage rates for casual workers.
Operating loss decreased 32.2% to approximately US$5.21 million, compared with US$7.68 million in the corresponding period in 2025, primarily reflecting the absence of the US$4.06 million impairment loss on intangible asset recognized in the first half of 2025. Operating loss as a percentage of revenue improved to approximately 15.9%, compared with 29.8% for the corresponding period in 2025.
2
Net loss decreased 13.8% to approximately US$7.06 million, compared with US$8.20 million in the prior-year period. Basic and diluted loss per ordinary share was US$13.62, compared with US$311.00 in the first half of 2025. All share and per-share amounts have been retroactively adjusted to reflect the 50-for-1 and 30-for-1 reverse share splits effected on March 23, 2026 and June 23, 2026, respectively. First-half 2026 results also included a US$2.62 million of net loss related to convertible notes and a US$1.73 million of net gain related to warrant liabilities.
Net cash used in operating activities was approximately US$10.99 million for the first half of 2026, compared with US$0.63 million in the prior-year period, primarily reflecting the operating loss and the settlement of trade and other payables.
During the first half of 2026, net cash provided by financing activities was approximately US$16.29 million. Financing inflows included approximately US$18.55 million from the issuance of Class A ordinary shares in connection with the Company’s At-The-Market equity offering and proceeds from other financing activities.
YYForce intends to maintain a disciplined approach to capital allocation as it balances working-capital requirements, existing operations and investments supporting future growth.
YYForce 2030 Vision and Capital Allocation Strategy
On September 22, 2026, YYForce announced its 2030 Vision, its long-term roadmap for building a Future Workforce Solutions model integrating human workforce capabilities, AI-enabled workforce management, smart facility management technologies, automation and robotics. The plan builds on the Company’s existing businesses: YY Circle and Yolara AI applications for on-demand staffing and workforce solutions, humanoid and specialized service robotics offered through leasing and Robotics-as-a-Service (“RaaS”) arrangements, and smart facility management solutions through its 24iFM platform, IoT devices, sensors, smart cameras and automation technologies. Yolara AI is intended to support deployment planning, workflow integration, human-team coordination and ongoing operational support across these solutions. These AI, automation and robotics initiatives did not contribute materially to revenue during the six months ended June 30, 2026.
YYForce’s first capital allocation priority is maintaining sufficient liquidity for its existing operations, working capital needs and contractual obligations. Subject to these requirements, the Company may evaluate investments across workforce and smart facility management technology, software development, operational automation, commercial robotics, data infrastructure, geographic expansion, strategic partnerships and acquisitions. The Company expects to use partnerships, leasing arrangements and customer pilot programs to limit upfront capital commitments, and will evaluate each investment based on customer demand, technology readiness and expected returns.
FY2026 Guidance
In light of labor cost pressures in the first half of 2026, the Company is withdrawing the fiscal year 2026 outlook it issued on March 12, 2026. The Company expects to provide an updated outlook with its full-year 2026 results. Investors should no longer rely on the previously announced projections as representing the Company’s current expectations.
About YYForce Inc.
YYForce Inc. (Nasdaq: YFOR) is an AI-enabled workforce management platform and IFM provider, headquartered in Singapore and operating across Asia and beyond. The Company’s intelligent workforce solutions platform, YY Circle, helps clients across hospitality, food and beverage, retail, and other service sectors predict, plan, and optimize workforce deployment. In YYForce’s IFM business, its 24iFM software platform and comprehensive IFM subsidiary portfolio support clients across hospitality, transportation, banking, retail, and mixed-use facilities.
As both business lines scale, the Company is systematically embedding AI and automation capabilities – progressing from intelligent decision support toward increasingly autonomous workforce management – to improve service quality, reduce deployment costs, and drive long-term margin expansion. Listed on the Nasdaq Capital Market, YYForce is committed to infrastructure innovation, measurable client outcomes, and long-term value creation.
3
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, statements regarding YYForce’s 2030 Future Workforce Vision; future operating and financial performance; margin improvement; operating efficiency; cash generation; technology development; artificial intelligence; digital platforms; smart facility management; automation and robotics; potential humanoid-robot applications; geographic expansion; acquisitions; strategic partnerships; capital allocation; recurring-revenue opportunities; and future commercialization of new products and services.The Company bases these forward-looking statements on its expectations and projections about future events, which the Company derives from the information currently available to it. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. Forward-looking statements involve inherent risks and uncertainties, and the forward-looking events discussed in this press release may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about the Company and a number of factors. These factors include, but are not limited to, the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations, including the introduction of new products and services, expected changes in the Company’s revenues, costs and expenditures, anticipated customer growth, and demand for and market acceptance of the Company’s products and services; and industry, market and regulatory conditions, including competition, government policies and regulations affecting the Company’s industry, and other factors that may affect the Company’s financial condition, liquidity and results of operations. For a more detailed discussion of risk factors, please refer to the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of the Company’s most recent annual report on Form 20-F, as amended.
Non-IFRS Financial Measures
The Company uses non-IFRS measures such as non-IFRS net loss/profit in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that non-IFRS financial measures help identify underlying trends in the Company’s business that could otherwise be distorted by the effect of certain expenses that the Company includes in its results for the period. The Company believes that non-IFRS financial measures provide useful information about its results of operations, enhance the overall understanding of its past performance and future prospects, and allow for greater visibility with respect to key metrics used by its management in its financial and operational decision-making. Non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation or construed as an alternative to IFRS financial measures or any other measure of performance or as an indicator of its operating performance.
The Company’s non-IFRS measures exclude consultancy fees, convertible notes related expenses, one-time accounting adjustments, and changes in the fair value of convertible notes and warrant liabilities. The complete reconciliation is presented below. Investors are encouraged to review the reconciliation together with the Company’s IFRS financial statements and not rely on any single financial measure. Non-IFRS financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company’s data. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.
For more information on the Company’s non-IFRS financial measures, please see the section titled “Unaudited Reconciliation of IFRS and non-IFRS financial measures.”
Investor Contact
Jason Zhi Yong Phua, Chief Financial Officer
YYForce Inc.
enquiries@yyforce.ai
4
Unaudited Reconciliation of IFRS and Non-IFRS Financial Measures
| US$ | Six months ended June 30, 2026 (Unaudited) | Six months ended June 30, 2026 (Unaudited) Non-IFRS reconciliation | ||||||
| Revenue | 32,659,236 | 32,659,236 | ||||||
| Cost of revenue | (29,359,389 | ) | (29,008,975 | ) | ||||
| Gross profit | 3,299,847 | 3,650,261 | ||||||
| Other income | 703,883 | 703,883 | ||||||
| Selling and marketing expenses | (1,152,522 | ) | (652,522 | ) | ||||
| General and administrative expenses | (7,902,969 | ) | (6,286,830 | ) | ||||
| Other expenses | (111,423 | ) | (111,423 | ) | ||||
| Change in fair value of investment properties | (44,079 | ) | (44,079 | ) | ||||
| Operating loss | (5,207,263 | ) | (2,740,710 | ) | ||||
| Finance cost | (865,273 | ) | (452,773 | ) | ||||
| Net loss on convertible notes designated at FVTPL | (2,617,807 | ) | - | |||||
| Net gain on warrant liabilities | 1,726,802 | - | ||||||
| Loss before tax | (6,963,541 | ) | (3,193,483 | ) | ||||
| Income tax expenses | (99,272 | ) | (99,272 | ) | ||||
| Loss for the period | (7,062,813 | ) | (3,292,755 | ) | ||||
| Foreign currency translation differences - foreign operations | (817,032 | ) | (817,032 | ) | ||||
| Change in fair value of convertible notes designated at FVTPL due to own credit risk | 1,726 | 1,726 | ||||||
| Total comprehensive loss for the period | (7,878,119 | ) | (4,108,061 | ) | ||||
| Loss attributable to: | ||||||||
| Non-controlling interests | 108,080 | 108,080 | ||||||
| Equity owners of the Company | (7,170,893 | ) | (3,400,835 | ) | ||||
Reconciliation of Non-IFRS to IFRS Loss Attributable to Equity Owners
| Loss attributable to equity owners of the Company – non-IFRS | (3,400,835 | ) | ||
| Consultancy fees | (1,297,331 | ) | ||
| Convertible notes related expenses | (1,052,500 | ) | ||
| Net loss on convertible notes designated at FVTPL | (2,617,807 | ) | ||
| Net gain on warrant liabilities | 1,726,802 | |||
| One-time accounting adjustments | (529,222 | ) | ||
| Loss attributable to equity owners of the Company – IFRS | (7,170,893 | ) |
5
YYFORCE INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| Note | June 30, 2026 (Unaudited) | December 31, 2025 | ||||||||
| $ | $ | |||||||||
| Assets | ||||||||||
| Current assets: | ||||||||||
| Cash | 3,082,570 | 1,511,760 | ||||||||
| Trade receivables, net | 4 | 11,063,513 | 12,138,342 | |||||||
| Prepayment and other current assets | 5 | 4,373,945 | 1,251,794 | |||||||
| Amount due from related parties | 18 | 4,054,010 | 501,637 | |||||||
| Total current assets | 22,574,038 | 15,403,533 | ||||||||
| Non-current assets: | ||||||||||
| Right-of-use assets | 6 | 1,254,966 | 1,463,494 | |||||||
| Intangible assets, net | 8 | 5,017,595 | 5,174,257 | |||||||
| Investment properties | 9 | 2,381,942 | 2,445,292 | |||||||
| Net investment in lease | 10 | - | 2,970,685 | |||||||
| Property and equipment, net | 7 | 579,025 | 527,092 | |||||||
| Financial assets measured at fair value through profit or loss (“FVTPL”) | 100,000 | - | ||||||||
| Prepayment and other non-current assets | 5 | 179,151 | 422,849 | |||||||
| Goodwill | 8 | 5,808,574 | 5,808,574 | |||||||
| Deferred tax assets | 125,825 | 125,825 | ||||||||
| Total non-current assets | 15,447,078 | 18,938,068 | ||||||||
| Total assets | 38,021,116 | 34,341,601 | ||||||||
| Current liabilities: | ||||||||||
| Trade and other payables | 11 | 4,572,651 | 10,837,525 | |||||||
| Contract liabilities | 572,280 | - | ||||||||
| Amount due to related parties | 18 | 189,696 | 503,007 | |||||||
| Lease liabilities, current | 13 | 411,619 | 429,634 | |||||||
| Convertible notes designated at FVTPL | 12 | 14,379 | - | |||||||
| Loans and borrowings, current | 13 | 4,937,830 | 5,375,362 | |||||||
| Total current liabilities | 10,698,455 | 17,145,528 | ||||||||
| Non-current liabilities: | ||||||||||
| Loans and borrowings, non-current | 13 | 367,687 | 627,526 | |||||||
| Warrants liabilities | 12 | 17,733 | 1,213,340 | |||||||
| Deferred tax liabilities | 17 | 645,722 | 645,722 | |||||||
| Lease liabilities, non-current | 13 | 928,611 | 1,099,767 | |||||||
| Total non-current liabilities | 1,959,753 | 3,586,355 | ||||||||
| Total liabilities | 12,658,208 | 20,731,883 | ||||||||
| Equity | ||||||||||
| Share Capital* | 14 | 43,966,842 | 24,825,837 | |||||||
| Reserves | 14 | 10,862,760 | 11,182,357 | |||||||
| Accumulated deficit | (32,882,003 | ) | (25,711,110 | ) | ||||||
| Equity attributable to owners of the Company | 21,947,599 | 10,297,084 | ||||||||
| Non-controlling interests | 3,415,309 | 3,312,634 | ||||||||
| Total equity | 25,362,908 | 13,609,718 | ||||||||
| Total liabilities and equity | 38,021,116 | 34,341,601 | ||||||||
| * | The shares and per share information are presented on a retroactive basis to reflect the reorganization. |
6
YYFORCE INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE (LOSS) INCOME
| For the six months ended June 30, | |||||||||||
| Note | 2026 (Unaudited) | 2025 (Unaudited) | |||||||||
| $ | $ | ||||||||||
| Revenue | 16 | 32,659,236 | 25,754,473 | ||||||||
| Cost of revenue | 16 | (29,359,389 | ) | (21,486,338 | ) | ||||||
| Gross profit | 3,299,847 | 4,268,135 | |||||||||
| Other income | 16 | 703,883 | 814,457 | ||||||||
| Selling and marketing expenses | 16 | (1,152,522 | ) | (1,562,277 | ) | ||||||
| General and administrative expenses | 16 | (7,902,969 | ) | (7,107,000 | ) | ||||||
| Impairment loss on intangible asset | 16 | - | (4,063,000 | ) | |||||||
| Other expenses | 16 | (111,423 | ) | (31,918 | ) | ||||||
| Change in fair value of investment properties | 16 | (44,079 | ) | - | |||||||
| Operating loss | (5,207,263 | ) | (7,681,603 | ) | |||||||
| Finance cost | 16 | (865,273 | ) | (367,270 | ) | ||||||
| Net loss on convertible notes designated at FVTPL | 12 | (2,617,807 | ) | - | |||||||
| Net gain on warrant liabilities | 12 | 1,726,802 | (24,075 | ) | |||||||
| Loss before tax | (6,963,541 | ) | (8,072,948 | ) | |||||||
| Income tax expenses | 17 | (99,272 | ) | (123,038 | ) | ||||||
| Loss for the period | (7,062,813 | ) | (8,195,986 | ) | |||||||
| Other comprehensive (loss) income | |||||||||||
| Foreign currency translation differences – foreign operations | (817,032 | ) | 290,378 | ||||||||
| Change in fair value of convertible notes designated at FVTPL due to own credit risk | 1,726 | - | |||||||||
| Total comprehensive loss for the period | (7,878,119 | ) | (7,905,608 | ) | |||||||
| Loss attributable to: | |||||||||||
| Equity owners of the Company | (7,170,893 | ) | (8,246,755 | ) | |||||||
| Non-controlling interests | 108,080 | 50,769 | |||||||||
| Loss for the period | (7,062,813 | ) | (8,195,986 | ) | |||||||
| Total comprehensive loss attributable to: | |||||||||||
| Equity owners of the Company | (7,980,794 | ) | (7,963,848 | ) | |||||||
| Non-controlling interests | 102,675 | 58,240 | |||||||||
| Total comprehensive loss for the period | (7,878,119 | ) | (7,905,608 | ) | |||||||
| Basic loss per share* | 15 | (13.62 | ) | (311.00 | ) | ||||||
| Diluted loss per share* | 15 | (13.62 | ) | (311.00 | ) | ||||||
| Weighted average number of shares | |||||||||||
| Basic | 526,603 | 26,517 | |||||||||
| Diluted | 526,603 | 26,517 | |||||||||
| * | The shares and per share information are presented on a retroactive basis to reflect the reorganization. Further, the Class A ordinary shares are presented on a retroactive basis to reflect the Company’s reverse share split of 50-for-1 on March 23, 2026 and 30-for-1 on June 23, 2026, respectively. |
7