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.

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.

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days. No interest is charged on the outstanding balances.

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.

The costs of the acquired right-of-use were $63,428 and $776,741 for the six months ended June 30, 2026 and 2025, respectively.

The depreciation expense recorded for the six months ended June 30, 2026 and 2025 is $147,892 and $89,044, respectively.

The costs of the acquired property and equipment were $228,527 and $131,352 for the six months ended June 30, 2026 and 2025, respectively.

Intangible assets

The amortization expense recorded for the six months ended June 30, 2026 and 2025 is $182,735 and nil, respectively.

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 $1,697,000 and $1,697,000 as of June 30, 2026 and December 31, 2025, respectively.

Based on the impairment assessments performed, the recoverable amount exceeded the carrying amount of the software under development which was approximately $1,697,000 as of June 30, 2026 and, accordingly, no impairment loss was recognized during the period.

For the six months ended June 30, 2025, the Group recognized an impairment loss of approximately $4,063,000, which was recorded as "impairment loss on intangible assets" in the condensed consolidated statements of profit or loss and other comprehensive (loss) income.

Impairment test of goodwill

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.

Investment properties consist of three commercial units owned by Transocean Oil Pte. Ltd. (“Transocean”) and one commercial unit owned by Mediaplus Venture Group Pte. Ltd. (“Mediaplus”). These properties are held to generate rental income and for long-term capital appreciation and are leased to third-party tenants under non-cancellable lease arrangements.

During the six months ended June 30, 2026 and 2025, Transocean recognized interest income on lease receivable of $5,990 and $16,201, respectively.

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 $94,078.

These amounts are non-interest bearing except a third-party loan mentioned below. Trade payables are normally settled on 90 days’ terms.  

The balance as of December 31, 2025 represents a loan from a third party amounting to S$650,000 equalling to $506,191 which is interest-bearing at 8% per annum and repayable on demand.  

Convertible Notes and Warrants Issued in March 2026

On March 2, 2026, the Company issued 8% Original Issue Discount (“OID”) convertible promissory notes (the “Convertible Notes”) with an aggregate principal face amount of $5,940,000 for an aggregate purchase price of $5,500,000, together with warrants (the “Warrants”) to purchase initially up to 31,504 Class A ordinary shares (47,255,369 Class A ordinary shares prior to 50-for-1 and 30-for-1 reverse share splits), pursuant to a Securities Purchase Agreement dated February 27, 2026 with Ault Lending, LLC (the “Ault Lending”) and L1 Capital Global Opportunities Master Fund (“L1”). The Convertible Notes were issued in principal face amounts of $5,280,000 to Ault Lending and $660,000 to L1 and mature on March 2, 2028. The number of Warrants issued to Ault Lending and L1 was 28,004 and 3,500 respectively. (42,004,773 and 5,250,596 prior to 50-for-1 and 30-for-1 reverse share splits, respectively)

The aggregate purchase price was $5,500,000. At the closing, $1,000,000 was paid directly to an escrow agent to fund the Company’s subscription for preferred stock of Ault & Company, Inc., and $395,000, representing directly attributable transaction costs incurred in connection with the transaction, was withheld by the Ault Lending at the closing. Neither amount was received by the Company in cash and, accordingly, the gross cash proceeds received by the Company on the issue of the Convertible Notes and the Warrants were $4,105,000. Out of those proceeds the Company applied $1,109,945 to repay its secured promissory note dated January 28, 2026, $412,500 to pay the placement agent commission and $245,000 to pay other transaction fees, leaving net proceeds of $2,337,555 available for general corporate purposes. Transaction costs of $1,052,500 in aggregate were recognized in profit or loss as incurred, as the Convertible Notes and the Warrants are measured at fair value through profit or loss.

The Convertible Notes bear interest at 10% per annum, computed on a 365-day basis. Interest is payable in cash at maturity, and no periodic interest payments are required before maturity. The holder may convert the Convertible Notes into Class A ordinary shares at any time prior to maturity, subject to a 4.99% beneficial ownership cap. Conversion is settled through the issuance of Class A ordinary shares, and no cash settlement or net cash settlement alternative is available to the Company. The conversion price is the greater of the floor price and the lower of (i) 80% of the lowest trading price of the Class A ordinary shares over the six trading days immediately preceding the conversion date and (ii) the maximum price. The floor price and maximum price were $0.092 and $1.50 per share, respectively, at issuance. These amounts are subject to adjustment for share splits and combinations. Following the 50-for-1 reverse share split effected on March 23, 2026 and the 30-for-1 reverse share split effected on June 23, 2026, the floor price and maximum price were $138.00 and $2,250.00 per share, respectively.

The Warrants are exercisable from March 2, 2026 and expire on March 2, 2031, at an initial exercise price of $289.50 per share ($0.193 per share prior to 50-for-1 and 30-for-1 reverse share splits). The Warrants may be exercised for cash or, at the holder’s election, on a cashless basis, under which the number of Class A ordinary shares to be issued is determined by a contractual Black-Scholes formula (with volatility fixed at 135% and a deemed five-year term) divided by a recent closing bid price of the Class A ordinary shares subject to the floor price (see below definition), and is capped at 125% of the warrant shares surrendered. Exercise is subject to a 4.99% beneficial ownership cap.

During the six months ended June 30, 2026, 20,220 Warrants (30,330,596 Warrants prior to the 50-for-1 and 30-for-1 reverse share splits) were exercised on a cashless basis, comprising 16,720 Warrants (25,080,000 Warrants prior to the 50-for-1 and 30-for-1 reverse share splits) exercised by Ault Lending in eight tranches between March 4 and March 18, 2026 and 3,500 Warrants (5,250,596 Warrants prior to the 50-for-1 and 30-for-1 reverse share splits) exercised by L1 on April 13 and April 22, 2026, and 23,910 Class A ordinary shares (35,864,293 Class A ordinary shares prior to the 50-for-1 and 30-for-1 reverse share splits) were issued on those exercises. No cash consideration was received on the cashless exercises. 11,284 Warrants (16,924,773 Warrants prior to the 50-for-1 and 30-for-1 reverse share splits), all held by Ault Lending, remained outstanding as of June 30, 2026 and were subsequently cancelled without further consideration on August 20, 2026 (Note 20).

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 125% of the conversion amount, which significantly modify the contractual cash flows. On initial recognition on March 2, 2026, the Company designated the Convertible Notes in their entirety as financial liabilities at fair value through profit or loss under IFRS 9.4.3.5. No embedded derivative is therefore separated from the host contract. Changes in fair value are recognized in profit or loss, other than the portion of the change attributable to changes in the Company's own credit risk, which is presented in other comprehensive (loss) income and is not subsequently reclassified to profit or loss. A gain of $1,726 attributable to own credit risk was recognized in other comprehensive (loss) income for the six months ended June 30, 2026.

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 $7,176,298 for convertible notes and $4,441,474 for warrants, respectively, were deferred at initial recognition. After initial recognition, the deferred differences are recognized in profit or loss only to the extent that they arise from changes in a factor, including time, that market participants would take into account when pricing the instruments. The movements in the deferred day one differences during the period are set out in the table below.

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 125% of the conversion amount (the “Redemption Premium”). The redemption amount is payable in cash in eight instalments and is funded from, among other sources, not less than 80% of the net proceeds from the Company’s 2026 at-the-market offering program. Following the 50-for-1 reverse share split effected on March 23, 2026, the floor price was adjusted from $0.092 to $4.60 per share. The closing price of the Class A ordinary shares remained below the adjusted floor price for five consecutive trading days, resulting in a floor price event. Both holders subsequently exercised their redemption rights.