OPAY: DRS filing (amended)

Cover page 3 changes

As confidentially submitted to the Securities and Exchange Commission on February 12, March 23,

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We are an "emerging growth company" under the U.S. federal securities laws and will be subject to reduced public company reporting requirements. See "Summary – Implications of Being an Emerging Growth Company." Investing in the ADSs involves risks. See " Risk Factors " beginning on page 19 21 of this prospectus.

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Conventions which Apply to This Prospectus

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Prospectus summary 52 changes

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HOW OPAY CHANGES LIVES USERS' FINANCIAL EXPERIENCE

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Millions of consumers and merchants use OPay for everyday transactions. Each has a different story. We measure our success by whether we help them transact with confidence, and we keep improving by listening and learning.

Millions of consumers and merchants use OPay for everyday transactions. Each has a different story. "Using OPay removed minor, constant hassles from my daily routine. I can make payments quickly and track expenses easily. I no longer need to go to the bank to send money to my family or pay bills. Paying for things used to take extra effort, now it's a seamless daily routine."

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The following table sets

forth the revenue attributable to the principal geographic markets for the periods indicated. While most of our revenues were generated from Nigeria, we experienced increases in each of our markets due to the growth of revenue from transaction-based services and loan businesses, which, in turn, was primarily linked to the increases in user bases and the overall transaction volume enabled on our OPay platform.

In the nine months ended

The following table sets forth the long-lived assets (i.e. property and equipment, operating lease right-of-use assets and intangible assets with finite lives) attributable to the principal geographic markets for the periods indicated. As indicated below, most of our long-lived assets were located in Nigeria.

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Africa serves as a key example of these challenges.

Africa serves as a key example of these challenges. According to Frost & Sullivan, the continent, which is home to more than a quarter of the global population, faces significant hurdles in financial infrastructure, including:

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By meeting customers where they are, we turn

turn challenges into opportunities, making universal digital finance locally accessible and closing the financial inclusion gap. We are powering expanding in emerging markets into thriving ecosystems, moving beyond from payments into full-scale broader financial and lifestyle platforms that deliver lasting service offerings, seeking to build more comprehensive user ecosystems and support long-term value for generations. creation.

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Our Consumer Services are designed to address the daily needs of individuals, offering everything from digital payments to savings through one integrated platform.

Our Consumer Services are designed to address the daily needs of individuals, offering everything from digital payments to savings through one integrated platform. Consumer Services revenue primarily comes from transaction-related fees, including payment-related fees and commissions generated from digital wallet services, online and offline cashless payments, card-related services, bill payment services. Savings Products generate revenue through interest and investment income earned on customer balances placed into treasury bills, AMC-managed products, and similar instruments, net of returns paid to customers.

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We enable businesses to operate more efficiently through a comprehensive suite of Merchant Services.

We enable businesses to operate more efficiently through a comprehensive suite of Merchant Services. Merchant Services revenue is derived mainly from transaction-related fees, including acquiring transactions for merchants such as online and offline payment acceptance, and performance-based marketing fees from the OPay Marketplace mini-app storefronts, as well as POS and related service charges.

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We offer a broad range of credit products designed for individuals as well as micro, small and medium-sized businesses. Using an algorithmic credit and risk management system, we customize loan terms based on proprietary data and platform history. Our fully digital onboarding and flexible product structures support financial inclusion for underserved populations and enable access to working capital for business expansion. We generate revenue from Credit Services primarily through interest income on self-operated loans and service fees from loan facilitation.

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Below are selected highlights of our achievements.

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User base growth and engagement depth . OPay has the strongest engagement levels in the African fintech industry, according to Frost & Sullivan, with 56.1% 57.8% of MAU also being Daily Active Users for the nine months ended September 30, fourth quarter of 2025. according to Frost & Sullivan. The OPay app had DAU of 19.7 22.7 million in the nine months ended September 30, fourth quarter of 2025. OPay has seen strong user growth, with a 2.3x increase in MAU from 16.8 million in the first quarter of 2024 to 39.3 million in the fourth quarter of 2025.

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Our Competitive Strengths

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The following diagram illustrates our corporate structure, including our significant subsidiaries as that term is defined under Section 1-02 of Regulation S-X under the Securities Act and other entities that are material to our business as of the date of this prospectus. The following table also sets forth the percentage of ownership of our principal shareholders and public shareholders, with shareholding percentages calculated based on the total of ordinary shares immediately following the completion of this offering.

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The entities through which we conduct our local operations in the relevant jurisdiction.

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The remaining equity interests in OPay Egypt are also held by our affiliates.

OPay Digital Holding Limited, or OPay UAE, is a wholly-owned subsidiary of OPay Digital Singapore. It is incorporated under the laws of the United Arab Emirates and holds 50.0% of the equity interests in OPay Egypt for E-Payment Services, or OPay Egypt, our indirect wholly-owned subsidiary incorporated in Egypt that is mainly engaged in digital payment services. Each of OPay Digital Services Limited and Tooyou Services Limited, each a Nigerian subsidiary of OPay Limited, holds 25% of the equity interests in OPay Egypt.

OPay International Pte. Ltd., or OPay International Singapore, is a wholly-owned subsidiary of OPay Digital Singapore. It is incorporated under the laws of Singapore and holds 99.99% of the equity interests in Finja (Private) Limited, our operating entity incorporated in Pakistan. One of the directors of Finja (Private) Limited, Aurang Zeb Khan, holds the remaining one share in Finja (Private) Limited.

OPay Digital Services Limited, or OPay Digital UK, is a wholly-owned subsidiary of OPay Digital Singapore. It is incorporated under the laws of England and Wales and holds 99.99% of the equity interests in OPay Microfinance Bank Limited, and OPay Digital Services Limited and Soti Payment Limited, each of which is our wholly-owned operating entity in Nigeria. The remaining equity interests in OPay Microfinance Bank Limited and OPay Digital Services Limited are also held by our affiliates.

The remaining one share in OPay Microfinance Bank Limited and OPay Digital Services Limited are held by OPay Digital Services Pte. Ltd., a Singapore subsidiary of OPay Limited. The remaining one share in Soti Payment Limited is held by OPay Digital Services Limited, a Nigerian subsidiary of OPay Limited.

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Material Differences Between ADSs and Ordinary Shares

Holders of our ADSs are not treated as holders of our ordinary shares and do not have direct shareholder rights under Cayman Islands law. The depositary, as the registered holder of the ordinary shares underlying the ADSs, will be the party entitled to exercise the rights attached to such ordinary shares. Accordingly, holders of ADSs may exercise voting rights only through the depositary and subject to the terms of the deposit agreement and the applicable procedures established by the depositary. In addition, any distributions on the underlying ordinary shares, if any, will be made to ADS holders through the depositary, subject to the terms of the deposit agreement and applicable fees and expenses. As a result, the rights of ADS holders may differ from, and be more limited than, the rights of holders of our ordinary shares. See also "Description of American Deposit Shares."

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Investors should contact us for any inquiries through

Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is . The information contained on our website is not a part of this prospectus.

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However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.

Conventions which Apply to This Prospectus

Unless we indicate otherwise, all information in this prospectus reflects the following:

"ADSs" refers to the American depositary shares, each representing of our ordinary shares;

"CAGR," also known as compounded annual growth rate, refers to the mean annual growth rate of an investment over a specified period of time longer than one year;

"CBN" refers to the Central Bank of Nigeria;

"China" or "PRC" refers to the People's Republic of China and only in the context of describing PRC laws, regulations and other legal or tax matters in this prospectus, excludes Hong Kong, Macau and Taiwan;

"Daily Active Users" or "DAUs", when describing our operating metrics, refer to the number of unique users who transacted on our OPay platform at least once on the last calendar day in a given period;

"DAU/MAU ratio" is calculated by dividing the DAUs for a given period by the MAUs for the same period. This metric measures user engagement and stickiness, indicating how frequently users interact with the platform within a month;

"GTV" refers to the total value of all payment, transaction and loan amounts processed through our platform during a given period, regardless of whether such transactions generate revenue for us;

"Indonesia" refers to the Republic of Indonesia;

"Indonesian Rupiah" or "IDR" or "Rp" refers to the lawful currency of

"Monthly Active Users" or "MAUs", when describing our operating metrics, refer to the number of unique users who transacted on our OPay platform at least once during the last calendar month in a given period;

"Nigeria" refers to the Federal Republic of Nigeria;

"Nigerian Naira" or "NGN" or "₦" refers to the lawful currency of

"NPL ratio" refers to the ratio of (i) exposure at default, or EAD, for loans that are 91–120 days past due to (ii) total EAD for a given period, which includes both non-overdue loans and loans overdue for 120 days or less;

"shares" or "ordinary shares" refers to our ordinary shares of par value of US$0.000004 each;

"US$," or "U.S. dollars" refers to the legal currency of the United States;

"U.S. GAAP" refers to the accounting principles generally accepted in the United States; and • "we," "us," "our company," "our," "the Company" "the Group" or "OPay" refers to OPay Limited and its subsidiaries and the VIE.

contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by Frost & Sullivan, a third-party industry research firm, to provide information regarding our industry and market position. Such information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the "Risk Factors" section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt under the Exchange Act from, among other things, the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC and the rules prescribing the furnishing and content of proxy statements. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year and we intend to publish our results on a quarterly basis. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.

In addition, as an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the [NYSE/Nasdaq] corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the [NYSE/Nasdaq] corporate governance listing standards.

Summary Consolidated Financial Data 17 changes

The following summary consolidated statements of operations net (loss) income data and summary consolidated cash flow statements for the year ended December 31, 2024, and the summary consolidated balance sheet data as of December 31, 2024, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following consolidated statements of operations and summary consolidated cash flow statements for the nine months ended September 30, 2024 and 2025, and the summary consolidated balance sheet data as of September 30, 2025, have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements.

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Summary Consolidated Statements of Operations Net (loss) income Data

The following table presents our summary consolidated statements of operations net (loss) income data for the year/periods indicated.

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Less: Net income attributable to non-controlling

Net (loss) income attributable to OPay Limited

Accretion of preferred shares

Net loss attributable to ordinary shareholder of the Company (104,073 (81,686 (17,362 ) Net loss per share attributable to ordinary shareholders:

Weighted average number of ordinary shares used in calculating net loss per share:

Pro forma net (loss) income per share attributable to ordinary shareholders: (1) Basic and diluted (unaudited) (0.03 ) (0.02 ) 0.03 Pro forma weighted-average ordinary shares outstanding: (1) Basic and diluted (unaudited) 1,692,290,272 1,692,290,272 1,686,649,304 Note:

A reconciliation of net loss attributable to ordinary shareholders in the consolidated statements of comprehensive loss to the numerator for the computation of pro forma basic and diluted net (loss) income per share is as follows:

Net loss attributable to the ordinary shareholders

Add: Accretion of preferred shares

Numerator used for pro forma basic and diluted net (loss) income per share computation (50,977 (41,978 ) 43,218 A reconciliation of issued and outstanding ordinary shares presented in the consolidated balance sheets to the denominator for the computation of pro forma basic and diluted net (loss) income per share is as follows:

The number of issued and outstanding ordinary shares

Add: Automatic conversion or redesignation of preferred shares (i)

Denominator used for pro forma basic and diluted net (loss) income per share computation (i) Represents the automatic conversion or redesignation of all issued preferred shares on a one-for-one basis, immediately prior to the completion of this offering.

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The following table presents our summary consolidated balance sheets as of the dates indicated.

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Risk factors 135 changes

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Our ability to deliver fintech and microfinance banking services and operate our business and comply with applicable laws, depends on the efficient and uninterrupted operation of our information technology systems, including our computer systems, network infrastructure, and technology platforms, as well as third-party data centers, cloud service providers and other service providers. For instance, our credit models and automated systems are an important part of our operating framework, and our business depends on their continued performance, effective calibration and access to relevant data sources. If these systems produce inaccurate outputs, fail to adapt to changing borrower behavior or market conditions, or become unavailable due to system outages, third-party data disruptions, cybersecurity events or other operational issues, our underwriting, pricing, monitoring and collections effectiveness could be adversely affected.

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Additionally, as we introduce new

Additionally, as we introduce new fintech and microfinance banking services, and expand into new markets, our ability to adapt to evolving technological trends and address the specific needs of different customer segments will be critical. For instance, the demand for payment and digital lending may shift depending on factors such as emerging technologies, regulatory changes, or evolving user expectations. Failure to keep pace with these changes may result in our services becoming obsolete or less attractive to potential users, ultimately reducing our market share.

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We are a rapidly growing company with a relatively limited operating history.

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The collection, processing, use, storage, sharing and transmission of personal data could give rise to liabilities as a result of relevant laws and regulations, as well as our failure to adhere to the privacy and data security practices that we articulate to our users.

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We rely on key partnerships to offer a wide range of services including payments and Credit Services. If these partnerships were to end or be restricted, whether due to regulatory changes, competitive pressures, or shifts in business strategy, it could negatively impact our operations, financial condition, and growth trajectory.

We rely on key partnerships to offer a wide range of services including payments and Credit Services. If these partnerships were to end or be restricted, whether due to regulatory changes, competitive pressures, or shifts in business strategy, it could negatively impact our operations, financial condition, and growth trajectory. Additionally, if we are unable to onboard new partners in a timely manner or if we face delays in integration, our growth in services, particularly in emerging markets, could be hindered. Among others, our ability to source and deliver POS terminals depends on the stability and reliability of our supply chain. Any disruptions, such as delays in manufacturing, shipping, or availability of key components, could adversely affect our operations and customer satisfaction. Additionally, fluctuations in the geopolitical factors affecting supply chains may lead to increased costs or supply shortages, which could harm our business.

Furthermore, partnerships may evolve due to mergers,

Furthermore, partnerships may evolve due to mergers, acquisitions, or changes in market dynamics, which could disrupt or change the terms of our existing relationships. If our partners engage in such changes or choose to form exclusive or more favorable relationships with competitors, our business could be adversely affected. In some cases, partners may also face regulatory scrutiny, requiring us to adjust our operations or cease business with them. Any such disruptions in our partnerships may result in decreased service offerings, reduced customer satisfaction, and negative impacts on our financial results.

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We are subject to various national and regional

We are subject to various national and regional regulatory regimes across various jurisdictions. The principal policy objectives of these regulatory regimes are to protect fintech services users and to prevent fraud, money laundering, and terrorist financing. Laws and regulations, among other things:

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Adverse macroeconomic and financial market

market conditions may negatively affect our business and results of operations.

Adverse macroeconomic conditions, such as fluctuating

fluctuating exchange rates, government debt levels, inflation expectations, and changes in consumer spending patterns, can affect the demand for our fintech and microfinance banking services and the performance of our business. For example, in markets like Nigeria, where frequent fluctuations in the exchange rate of the Naira are driven by government policies and economic fluctuation, our revenues, operating costs, and profitability may be adversely affected. Additionally, these fluctuations may impact the purchasing power of our users, increase the risk of defaults, and harm our financial health. During periods of economic hardship, consumer spending tends to decrease, which negatively impacts our individual fintech services as users reduce discretionary spending. Inflationary pressures may lead to reduced disposable income, decreasing demand for savings and investment products. Moreover, higher interest rates often result in a decline in demand for Credit Services, as both individuals and businesses become more cautious about borrowing. Furthermore, the increase in the interest rates in the markets where we operate may also affect our revenue margin and demand for our financial services, such as Credit Services.

Macroeconomic stress may also reduce borrowers' repayment capacity and our ability to collect or recover outstanding balances, which could increase charge-offs and adversely affect the performance of our Credit Services. These impacts could occur rapidly and may be amplified in emerging markets, where inflation, currency devaluation and policy changes can be more volatile. Additionally, economic downturns could lead to decreased demand for our fintech services or increased demand for higher yields on loans. There is no guarantee that economic conditions will remain favorable or that interest in purchasing our loans will stay at current levels. As our Credit Services, such as credit payment products, continue to grow, the risk of higher default rates may increase. If we fail to effectively manage these risks, our financial results, operational efficiency, and long-term growth could be materially impacted.

Additionally, economic downturns could lead to decreased demand for our fintech services or increased demand for higher yields on loans. There is no guarantee that economic conditions will remain favorable or that interest in purchasing our loans will stay at current levels. As our Credit Services, such as credit payment products, continue to grow, the risk of higher default rates may increase. If we fail to effectively manage these risks, our financial results, operational efficiency, and long-term growth could be materially impacted.

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We have developed a strong and trusted brand that has

and trusted brand that has contributed significantly to the success of our business. We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our fintech services, retaining existing users on our OPay platform and expanding our user base.

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Financial service providers such as

The possibility of fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technologies are deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments. Risks associated with each of these include theft of funds and other monetary loss, the effects of which could be compounded if not detected quickly. Indeed, fraudulent activity may not be detected until well after it occurs, and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.

Any negative publicity relating to the individuals or entities that we employ or contract with or that otherwise represent our Company, including from reported or actual incidents or allegations of illegal or improper conduct, such as harassment, discrimination or other misconduct, as well as any negative publicity about our industry or our Company, the quality and reliability of our fintech services, our compliance and risk management processes, changes to our fintech services, our ability to effectively manage and resolve user complaints, our privacy, data protection and information security practices, litigation, regulatory licensing and infrastructure, and the experience of our users with our solutions or services, could result in significant media attention, even if not directly relating to or involving us. This could also have a negative impact on our reputation, potentially resulting in termination of contracts, our inability to attract new user or client relationships or the loss or termination of such employees' services. If we do not successfully maintain a strong and trusted brand, our business could be materially and adversely affected.

This could also have a negative impact on our reputation, potentially resulting in termination of contracts, our inability to attract new user or client relationships or the loss or termination of such employees' services. If we do not successfully maintain a strong and trusted brand, our business could be materially and adversely affected.

An increase in fraudulent activities

An increase in fraudulent activities could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of our fintech services.

Financial service providers such as us, as well as our users, colleagues, regulators, partners and other third parties are likely to be the target of increasingly sophisticated fraudsters and fraud rings in the future. Our Credit Services are supported by a comprehensive technology and risk management framework that integrates biometric verification, machine-learning-based credit modeling, and AI-driven post-loan servicing tools, aimed at detecting and preventing fraudulent activity, which requires significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security and anti-fraud measures become more sophisticated. Despite our efforts, we may be subject to fraudulent activity. The possibility of fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technologies are deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments. Risks associated with each of these include theft of funds and other monetary loss, the effects of which could be compounded if not detected quickly. Indeed, fraudulent activity may not be detected until well after it occurs, and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.

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Additional funds may not be available when

Additional funds may not be available when we need them, in amounts we need, or permitted to be applied to specific use cases, on terms that are acceptable to us or at all. Volatility in the credit markets may also have an adverse effect on our ability to obtain capital and funds. The cost of our financing activities may increase due to market volatility, changes in the risk premiums required by lenders or if traditional sources of capital are unavailable. Furthermore, if we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution. Volatility or depressed valuations or trading prices in the equity markets may similarly adversely affect our ability to obtain equity financing.

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Our Credit Services rely on data-driven

on data-driven credit underwriting, pricing and loss forecasting to assess users' creditworthiness, repayment capacity and overall risk profile under changing macroeconomic conditions. These processes involve significant judgment and are subject to inherent uncertainty. Our underwriting, pricing and loss forecasting models rely on historical data and assumptions that may not remain predictive, including due to changes in customer behavior, fraud patterns, product design, regulatory requirements or macroeconomic conditions. In our self-operated Credit Services business, inaccurate underwriting or pricing decisions, or errors in forecasting expected loss rates, could result in higher-than-anticipated delinquencies or defaults. If actual loss experience deviates materially from our assumptions, we may incur increased impairment charges, earnings volatility and adverse impacts on the fair value of our loan assets. In our loan facilitation model, inaccurate credit assessments may lead to higher-than-expected default rates on loans facilitated through our platform, which could harm our relationships with funding partners, damage our reputation or reduce transaction volumes. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

If actual loss experience deviates materially from our assumptions, we may incur increased impairment charges, earnings volatility and adverse impacts on the fair value of our loan assets. In our loan facilitation model, inaccurate credit assessments may lead to higher-than-expected default rates on loans facilitated through our platform, which could harm our relationships with funding partners, damage our reputation or reduce transaction volumes. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

Our business may be negatively affected due to risks relating to the acts of independent agents and their potential breach of agreements with us.

relating to the acts of independent agents and their potential breach of agreements with us.

We work with independent agents in Nigeria who support our

Nigeria who support our offline customer acquisition and service activities, including facilitating account openings, OPay Debit Card issuance, activating POS devices, and enabling users to deposit and withdraw cash from their OPay accounts. To the extent that these independent agents fail to deliver satisfactory and efficient services for our users, our ability to provide convenient and integrated fintech and/or microfinance banking services may be severely harmed. Any interruption to or discontinuation of our relationships with agents may severely and negatively impact our ability to continue growing our user base, and any occurrence of the circumstances mentioned above may have a material adverse effect on our business, financial condition and results of operations. In addition, we may not be successful in detecting any non-compliance of our agents with our agreements. We may be exposed to the risks of fraud or other misconduct committed by these agents. Fraud or other misconduct by these agents may involve engaging in unauthorized misrepresentation to our users, misappropriating third parties' intellectual property and other proprietary rights and engaging in bribery or other unlawful activities. In any such event, we could, as a result, be subject to claims brought by our users or third parties for fraud or other conduct committed by such agents, which could result in potentially substantial financial liability and diversion of our managerial and financial resources regardless of whether the claim has merit. In such event, our business, financial condition and results of operations may be adversely affected.

If the information provided to us by users is incorrect or fraudulent, we may misjudge a user's qualification to receive a loan or use one of our products, and our results of operations may be harmed.

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We use a comprehensive technology and risk management framework to analyze data to authenticate each applicant's identity and information. From time to time, however, there is a risk that these checks could fail, and fraud, which may be significant, may occur and go undetected. We may not be able to recoup loans made in connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, results of operations and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, which could negatively impact our results of operations, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs.

We have incurred net losses and may incur net losses again in the future.

We have incurred net losses in the past, and there is no assurance that we will be able to maintain profitability on a consistent basis in the future. Among others, we expect to continue investing significantly in areas critical to our long-term growth, including the enhancement of our fintech services, development of new technologies, expansion of customer base, and the recruitment and retention of qualified personnel. These investments may not yield immediate or sufficient financial returns, and our expenses may increase faster than our revenues. In addition, we may continue to take strategic actions that, while necessary to support our competitive position, could adversely impact our short-term financial performance. As a result, we may continue to incur operating or net losses in future periods, and our ability to maintain profitability will depend on a variety of factors, many of which are beyond our control.

In addition, we may continue to take strategic actions that, while necessary to support our competitive position, could adversely impact our short-term financial performance. As a result, we may continue to incur operating or net losses in future periods, and our ability to maintain profitability will depend on a variety of factors, many of which are beyond our control.

Internet-based loans

Internet-based loans origination processes may give rise to greater risks than paper-based processes.

We use Internet-based loan processes to obtain

We use Internet-based loan processes to obtain application information and distribute certain legally required notices to applicants for, and borrowers of, our Credit Services, and to obtain electronically signed loan documents in lieu of paper documents with ink signatures obtained in person. These processes may entail greater risks than paper-based loan origination processes, including regarding the sufficiency of notice for compliance with consumer protection laws, risks that borrowers may challenge the authenticity of loan documents, or the validity of the borrower's electronic signature on loan documents, and risks that unauthorized changes are made to the electronic loan documents.

These processes may entail greater risks than paper-based loan origination processes, including regarding the sufficiency of notice for compliance with consumer protection laws, risks that borrowers may challenge the authenticity of loan documents, or the validity of the borrower's electronic signature on loan documents, and risks that unauthorized changes are made to the electronic loan documents.

If any of those factors were to cause our loans, or any of the terms of our loans, to be unenforceable against the relevant borrowers, or impair our ability as master servicer or servicer to service our loans, the value of our loan assets would decrease significantly.

If loans originated through our OPay platform underperform, we may incur credit losses or face reduced access to external funding, which could materially and adversely affect our business.

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Our provisions for expected credit loss are based on current assessments and expectations concerning factors such as Nigeria's gross-domestic product, Nigeria's gross-domestic product per capita at purchasing power parity, Nigeria's current account balance and other considerations. As these factors are largely beyond our control and there is no infallible method for predicting credit losses, we cannot guarantee that our provisions for expected credit loss will be sufficient. If actual losses exceed our estimates, we may be required to increase our provisions, which could adversely affect our financial condition and results of operations.

Our business and financial performance will be negatively affected if the NPL non-performing loan ratio in relation to our self-operated loans would increase in the future. The NPL non-performing loan ratio may increase as our loan portfolio grows, and this growth may result in the credit quality of the portfolio being worse than anticipated. NPL ratio may also rise due to factors beyond our control, such as adverse changes in the credit quality of our borrowers, or a deterioration in economic conditions in the markets in which we operate. Moreover, an increase in our self-operated loan tenure could lead to a rise in bad debts.

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Inaccurate credit assessments, deficiencies in borrower screening, or an unexpected increase in borrower defaults could negatively affect the performance of loans facilitated through our platform. In addition, loans facilitated through our platform are generally supported by credit insurance arrangements provided by licensed third-party insurers.

In addition, an increase in our loan tenure under loan facilitation model could lead to a rise in bad debts.

Our loan facilitation

Inaccurate credit assessments,

deficiencies in borrower screening, or an unexpected increase in borrower defaults could negatively affect the performance of loans facilitated through our platform. In addition, loans facilitated through our platform are generally supported by credit insurance arrangements provided by licensed third-party insurers. However, we cannot assure that such insurance arrangements will remain available on commercially reasonable terms, or at all. If credit insurance arrangements cannot be maintained, or if insurance providers fail to meet their obligations, lenders may become less willing to originate loans through our platform, which could adversely affect transaction volumes and our operating results. Moreover, higher borrower default rates may result in increased This is because insurance premiums As our loan facilitation service fees are calculated net of charged to borrowers and paid to insurance costs, any increase companies on the funding partners' behalf, and changes in insurance such premiums would directly reduce may affect the amount of consideration attributable to our service fee income. loan facilitation services. Under our loan facilitation model, poor loan performance may erode the confidence of our funding partners, leading them to reduce, suspend or terminate funding arrangements with us. In such cases, our ability to continue facilitating loans and generating income from such activities may be adversely affected if external funding becomes unavailable or more limited. We may face challenges in meeting the capital requirements and providing sufficient funding for our loan facilitation activities, which could negatively impact our growth prospects, operational performance, and overall financial condition. In addition, an increase in our loan tenure under loan facilitation model could lead to a rise in bad debts.

Our loan facilitation business is also subject to evolving Indonesian laws and regulations governing Technology-Based Joint Funding Services (the "LPBBTI") activities, channeling arrangements and the permissible scope of intermediary services. If applicable laws, regulations, regulatory interpretations or supervisory practices are amended, tightened or applied more stringently in the future, we may be required to adjust our business model, operational processes or contractual arrangements, incur additional compliance costs, or restrict or suspend certain activities. Any such changes could adversely affect our relationships with lenders, our ability to continue operating our loan facilitation business as currently conducted, and our growth prospects in Indonesia.

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Our failure to address these

Our failure to address these risks or other problems encountered in connection with our acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities and harm our business, generally. Future acquisitions could also result in dilutive issuances of our equity securities, incurrence of debt, contingent liabilities, regulatory obligations to further capitalize our business, and goodwill and intangible asset impairments, any of which could harm our financial condition and negatively impact our stockholders. To the extent we pay the consideration for any future acquisitions or investments in cash, it would reduce the amount of cash available to us for other purposes.

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In addition to risks related to

In addition to risks related to license requirements, the use of certain open-source software can lead to greater risks than the use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification, controls or other contractual protections regarding infringement claims or the quality of the origin of the software. There is little legal precedent in this area, and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours. Use of open-source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to breach our website and systems that rely on open-source software. Any of these risks associated with the use of open-source software could be difficult to eliminate or manage, and if not addressed, could materially and adversely affect our business, financial condition and results of operations.

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Risks Related to Doing Business in Jurisdictions Where We operate

Jurisdictions Where We operate

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Regional instability may adversely affect our business, financial condition and results of operations.

We have business operations in Middle East and African countries such as Egypt. Recent military actions involving Iran and the surrounding Gulf States have contributed to disruptions in regional transportation, shipping, ports, energy infrastructure, travel and broader business activity, and have increased volatility in commodity prices, financial markets and macroeconomic conditions in the region. Although we have not experienced any material direct disruption to date, any further escalation or prolonged instability could adversely affect employee mobility, counterparties, payment flows, business continuity, customer activity and the general operating environment in the jurisdictions in which we operate. Any such developments could negatively affect our operations, growth prospects, financial condition and results of operations.

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Meanwhile, under Indonesian Company Law, a

Meanwhile, under Indonesian Company Law, a limited liability company must allocate a portion of its annual net profits as a statutory reserve until such reserve reaches at least 20% of its issued and paid-up capital before any dividends may be distributed to its shareholders. Such statutory reserve and similar capital maintenance requirements in certain jurisdictions may limit the amount of dividends that our subsidiaries may distribute to us. In addition, although there are currently no foreign exchange control regulations which restrict the ability of our subsidiaries in some of our markets to distribute dividends to us, the relevant regulations may be changed and the ability of these subsidiaries to distribute dividends to us may be restricted in the future.

Failure to meet capital adequacy and liquidity requirements applicable to our Nigeria microfinance banking subsidiary could adversely affect our business.

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We offer guaranteed returns on certain savings products.

certain savings products. If the returns we earn on our short-term investments are below the returns we owe to customers, we may be required to fund the difference from our own resources. This could reduce our profitability, cash flows and capital adequacy and could require us to use liquidity and capital to fulfill the funding gap that would otherwise be available for operations or growth, and for complying to regulatory capital requirements.

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Moreover, listing in the U.S.

There are several inherent risks associated with the

We operate fintech businesses across

fintech businesses across multiple jurisdictions, primarily including Nigeria, Indonesia, Egypt and Pakistan, each of which has its own evolving AML/ CFT, sanctions and related regulatory regimes. The jurisdictions in which we operate have varying levels of regulatory maturity and enforcement practices and present a high risk from an AML/CFT and related financial crime perspective. Nigeria and Pakistan have historically been subject to increased monitoring with respect to the sufficiency of their AML/CFT compliance regimes by the Financial Action Task Force. As a result, our business is subject to high AML/CFT and related financial crime risk and we are subject to extensive and complex AML/CFT obligations imposed on digital financial service providers and heightened scrutiny by regulators and financial institution partners, covering areas like customer due diligence, KYC procedures, transaction monitoring, suspicious activities and suspicious transaction reporting, record retention, and ongoing risk assessments.

Moreover, listing in the U.S. could subject us to increased U.S. jurisdiction for purposes of U.S. sanctions enforcement, especially if we inadvertently engage in activities that violate U.S. sanctions or those of other international bodies. Given technical limitations in monitoring user activity, including the ability of users to provide false or misleading information or attempt sanctions-evasion, it is possible that we may inadvertently and without our knowledge provide services to individuals or entities in violation of sanctions or embargoes. To comply with these regulations and to address the high AML/CFT and financial crime risks presented by these jurisdictions and our business model, we must establish, maintain, and effectively implement robust AML/CFT and sanctions compliance programs, procedures, and controls, all as part of our everyday business operations and in collaboration with our business partners. We may utilize the services of third-party vendors, such as screening tools and transaction monitoring solutions, to support these compliance efforts and to prevent our platform from being used to facilitate business with sanctioned persons or jurisdictions. Despite these efforts, we cannot guarantee that our screening tools and transaction monitoring solutions will be effective in preventing sanctioned persons or persons in sanctioned jurisdictions from using our services. Failure to comply with sanctions-related rules and regulations could result in fines, criminal and civil lawsuits, forfeiture of assets, or other enforcement actions.

There are several inherent risks associated with the establishment, implementation, and supervision of our AML/CFT and sanctions compliance framework. To begin with, combatting money laundering and other fraudulent or illegal activities is a significant challenge in the digital financial services industry because transactions are conducted between parties who are not physically present and for whom it is difficult to ascertain the true purpose of funds transfer, which creates opportunities for misrepresentation and abuse.

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While we have developed and implemented

While we have developed and implemented policies and procedures designed to ensure compliance by us and our personnel with applicable anti-money laundering and sanctions laws and regulations, such policies and procedures may not be effective in all instances to prevent violations, either directly or through intermediaries. If we fail to adapt our compliance framework in a timely and effective manner, or if local or international regulators determine that our AML/CFT or sanctions controls are inadequate, we could be subject to substantial fines, penalties, remediation obligations, restrictions on certain business activities, suspension or revocation of licenses, or increased supervisory oversight. These compliance challenges underscore the importance of robust AML/CFT controls and the regulatory risks inherent in our operating jurisdictions.

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Our business activities are subject to risks in relation to regulatory actions and suspensions.

risks in relation to regulatory actions and suspensions.

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Compliance with the FCPA will introduce additional risks and challenges, particularly given our operations in markets where bribery and corruption may be more prevalent and where enforcement of anti-corruption laws may be inconsistent.

In addition, upon our listing in the United States, we will become subject to the U.S. Foreign Corrupt Practices Act ("FCPA"), which imposes stringent requirements relating to anti-bribery provisions, internal controls, and accurate books and records. Compliance with the FCPA will introduce additional risks and challenges, particularly given our operations in markets where bribery and corruption may be more prevalent and where enforcement of anti-corruption laws may be inconsistent.

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and 55 more changes in the filing

Our History and Corporate Structure 9 changes

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The following diagram illustrates our corporate structure, including our significant subsidiaries as that term is defined under Section 1-02 of Regulation S-X under the Securities Act and other entities that are material to our business, as of the date of this prospectus.

The following table also sets forth the percentage of ownership of our principal shareholders and public shareholders, with shareholding percentages calculated based on the total of ordinary shares immediately following the completion of this offering.

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The remaining equity interests in OPay Egypt are also held by our affiliates.

Agreements, Pledge of Shares Agreements, Exclusive Option Agreements, Assignment of Proceeds Agreements, Irrevocable Powers of Attorney, and Indemnity Agreements. See " — Contractual Arrangements between the Registered Shareholders of (1) OPay Digital Services Pte. Ltd., or OPay Digital Singapore, is a wholly-owned subsidiary of OPay Limited. It is incorporated under the laws of Singapore KUFI and serves as an intermediate holding company within our group. Us."

The entities through which we conduct our local operations in the relevant jurisdiction.

OPay International Digital Services Pte. Ltd., or OPay International Digital Singapore, is a wholly-owned subsidiary of OPay Digital Singapore. Limited. It is incorporated under the laws of Singapore and holds 99.99% of the equity interests in Finja (Private) Limited, serves as an intermediate holding company within our operating entity incorporated in Pakistan. One of the directors of Finja (Private) Limited holds the remaining one share in Finja (Private) Limited. group.

OPay Digital Holding Limited, or OPay UAE, is a wholly-owned subsidiary of OPay Digital Singapore. It is incorporated under the laws of the United Arab Emirates and holds 50.0% of the equity interests in OPay Egypt for E-Payment Services, or OPay Egypt, our indirect wholly-owned subsidiary incorporated in Egypt that is mainly engaged in digital payment services. Each of OPay Digital Services Limited and Tooyou Services Limited, each a Nigerian subsidiary of OPay Limited, holds 25% of the equity interests in OPay Egypt.

OPay Digital Services Limited, International Pte. Ltd., or OPay Digital UK, International Singapore, is a wholly-owned subsidiary of OPay Digital Singapore. It is incorporated under the laws of England Singapore and Wales. OPay Digital UK holds 99.99% of the equity interests in OPay Microfinance Bank Limited and OPay Digital Services Finja (Private) Limited, each of which is our operating entity incorporated in Nigeria. Pakistan. One of the directors of Finja (Private) Limited, Aurang Zeb Khan, holds the remaining equity interests one share in OPay Microfinance Bank Limited and OPay Digital Services Finja (Private) Limited. are also held by our affiliates.

OPay Digital Services Limited, or OPay Digital UK, is a wholly-owned subsidiary of OPay Digital Singapore. It is incorporated under the laws of England and Wales. OPay Digital UK holds 99.99% of the equity interests in OPay Microfinance Bank Limited, OPay Digital Services Limited and Soti Payment Limited, each of which is our wholly-owned operating entity in Nigeria. The remaining one share in OPay Microfinance Bank Limited and OPay Digital Services Limited are held by OPay Digital Services Pte. Ltd., a Singapore subsidiary of OPay Limited. The remaining one share in Soti Payment Limited is held by OPay Digital Services Limited, a Nigerian subsidiary of OPay Limited.

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MD&A 44 changes

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Our integrated financial services meet a broad variety of user needs, boosting our customer loyalty. As user engagement deepens and platform stickiness increases, transaction frequency and volume on our platform continue to grow, strengthening a self-reinforcing cycle between user activity and monetization. In 2024 and the nine months ended September 30, 2025, the total GTV enabled on OPay platform amounted to US$166.2 billion and US$228.9 billion. Our user engagement metrics, such as MAUs and DAUs, reflect our ability to retain users and maintain high platform stickiness. The DAUs of OPay app amounted to 19.7 22.7 million in the nine months ended September 30, fourth quarter of 2025. In addition, the DAU/MAU ratio of our OPay app reached 56.1% 57.8% in the nine months ended September 30, fourth quarter of 2025, which was among the strongest engagement levels level in the African fintech industry, according to Frost & Sullivan. These key indicators of user engagement demonstrate the strong relationship between OPay and its users, with both MAUs and DAUs showing consistent growth, underscoring the lasting value of our platform in the digital finance ecosystem.

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As transaction volume scales, we benefit from economies of scale across multiple cost categories. Our technology and development expenses have decreased as a percentage of total revenue due to the benefits of scale from the end of 2024 to the end of the nine months ended September 30, 2025, reflecting our ability to drive cost efficiency through automation, AI, and data analytics. Furthermore, transaction-related expenses represent a key variable cost in our payment services, and as transaction volume increases, we negotiate more favorable terms with banks and payment partners, thereby reducing per-transaction costs over time. While our selling and marketing spend has increased to support user acquisition, we aim to maintain a stable marketing expense ratio by leveraging our superior user experience and strong word-of-mouth referrals. We have also been able to optimize general and administrative expenses as our expanding business scale allows us to better leverage our human resources and improve operational productivity.

Furthermore, transaction-related expenses represent a key variable cost in our payment services, and as transaction volume increases, we negotiate more favorable terms with banks and payment partners, thereby reducing per-transaction costs over time. While our selling and marketing spend has increased to support user acquisition, we aim to maintain a stable marketing expense ratio by leveraging our superior user experience and strong word-of-mouth referrals. We have also been able to optimize general and administrative expenses as our expanding business scale allows us to better leverage our human resources and improve operational productivity.

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We define EBITDA as net (loss) income adjusted

financial measures for the year/periods indicated.

We use the following

We use the following non-U.S. GAAP financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-U.S. GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past financial performance, facilitates period-to-period comparisons of results of operations, and assists in comparisons with other companies, many of which use similar financial information. We also believe that presentation of the non-U.S. GAAP financial measures provides useful information to our investors regarding our results of operations because it provides investors with greater transparency to the information used by our management in our financial and operational decision making so that investors can see through the eyes of our management regarding important financial metrics that our management uses to run the business as well as allowing investors to better understand our performance.

We define EBITDA as net (loss) income adjusted for interest income, interest expense, income tax expense, depreciation and amortization. We define adjusted EBITDA as EBITDA adjusted for unrealized foreign exchange loss and inventory write-downs. Our management regularly reviews EBITDA and adjusted EBITDA to assess the performance of our business.

The following table presents our non-U.S. GAAP financial measures for the year/periods indicated.

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Key Operating Metrics

The following table sets forth our key operating metrics for the respective periods.

Key Operating and Financial Metrics

We monitor a number of operating and financial metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. Our operating and financial metrics may be calculated in a different manner than similarly titled metrics reported by other companies.

Operating . We primarily use GTV, MAUs, DAUs and new loans originated as key operating metrics to evaluate our business, as presented in the table below.

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Revenue . We monitor revenue by principal business

line and by market to evaluate our revenue performance and identify trends across our operations. Historically, a substantial majority of our revenue has been generated in Nigeria, which contributed US$101.8 million, or 73.9%, and US$294.8 million, or 87.9%, of our total revenue in 2024 and the nine months ended September 30, 2025, respectively. We have also derived a substantial portion of our revenue from transaction-based revenue generated from our Consumer Services and Merchant Services business lines. See "Business" for more details.

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These services fees are calculated based on amounts charged to borrowers net of interest payable to the lenders and insurance premiums paid. These fees are variable, and higher default rates may increase insurance premiums and correspondingly reduce our net service fees.

These services fees are calculated based on amounts billed to borrowers (inclusive of loan interest, insurance premiums, and service fees), net of interest due to funding partners and premiums paid to insurance companies on the funding partners' behalf.

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We monitor the return on our short-term investments using the weighted average yield, which we calculate as total investment income divided by the sum of total short-term investments. In line with the growth of the interest income from short-term investments, our weighted average yield was 15% as of September 30, 2024, 19% as of December 31, 2024, and 22% as of September 30, 2025. The weighted average yield on our short-term investments may fluctuate from period to period depending on changes in interest rates, market conditions, asset allocation among different investment products and the timing of reinvestment.

Our other revenue mainly includes

includes revenues from sales of POS terminals and performance-based marketing services provided to merchants and others. Revenue is recognized when control of the goods and services is transferred to the customer. We strategically sell POS terminals below cost to expand our merchant base. Accordingly, revenue generated from POS terminal sales is not a primary focus of our business.

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General and Administrative Expenses

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Under the Singapore tax

Under the Singapore tax laws, subsidiaries in Singapore are subject to a unified 17% tax rate, and there are no withholding taxes in Singapore on remittance of dividends.

Entities established in

Entities established in Nigeria are subject to 10% withholding tax and 30% corporate income tax. Minimum tax is payable by entities having no taxable profits for the year or where the tax on profits is below the minimum tax, which is calculated as 0.5% of gross turnover.

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In particular, each payment channel is subject to its own fee structure, which may vary depending on the type and amount of the transaction. Our channel selection algorithms evaluate the applicable fee rates and cost characteristics across available channels and route each transaction through the channel that minimizes the overall transaction cost while maintaining a high transaction success rate. Accordingly, the channel selection algorithms have a direct impact on our transaction-based expenses. We continuously refine and enhance the algorithms' decision logic, including by incorporating updated fee schedules from existing payment channels and onboarding new payment channels, in order to improve routing efficiency and reduce transaction costs over time.

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Our interest income decreased by 35.7% from US$4.4 million for the nine months ended September 30, 2024 to US$2.8 million for the same period in 2025, mainly due to the termination of our arrangement over deposit interest with certain banks.

Our interest expense increased by 72.0% from US$1.4 million for the nine months ended September 30, 2024 to US$2.4 million for the same period in 2025, mainly due to the increase in interest rates.

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Our net foreign exchange loss of US$11.5 million for the nine months ended September 30, 2024 changed into net foreign exchange gain of US$2.1 million for the same period in 2025, mainly due to higher stability in foreign exchanges during the nine months ended September 30, 2025 as compared with the same period in 2024.

decreased from US$1.0 million for the nine months ended September 30, 2024 to US$0.1 million for the same period in 2025.

Our net foreign exchange loss of US$11.5 million for the nine months ended September 30, 2024 changed into net foreign exchange gain of US$2.1 million for the same period in 2025. The foreign exchange loss in the prior-year period was primarily attributable to the depreciation of the Nigerian Naira and Egyptian Pound against the U.S. dollar. Our operations in our principal markets generally have local currencies as their functional currencies, but we are exposed to foreign exchange risk primarily in connection with intercompany payables, receivables and financing arrangements denominated in currencies other than the relevant functional currencies. The foreign exchange gain recorded in the nine months ended September 30, 2025 was mainly due to relatively lower volatility and greater stability in the relevant foreign exchange markets as compared to the same period in 2024.

As a Others, net, decreased from US$1.0 million for the nine months ended September 30, 2024 to US$0.1 million for the same period in result of the foregoing, our net loss of US$41.8 million for the nine months ended September 30, 2024 changed into net income of US$43.2 million for the same period in 2025.

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Based on our current

Our principal sources of liquidity have been cash generated from financing activities and operating activities. As of September 30, 2025, we had cash and cash equivalents and short-term investments of US$463.6 million. Cash and cash equivalents primarily represent cash on hand, bank deposits and investments in financial products.

As of September 30, 2025, we did not have credit facilities provided by financial institutions.

not have credit facilities provided by financial institutions.

As of September 30, 2025, our cash and cash equivalents and

As of September 30, 2025, our cash and cash equivalents and restricted cash totaled US$176.1 million, of which 22% was denominated in USD, 66% was denominated in NGN, 10% was denominated in IDR, and 2% was denominated in other currencies.

Based on our current operating plans, we believe that the net proceeds from this offering, together with the existing cash and cash equivalents and anticipated cash generated from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months following the date of this prospectus. We may, however, need additional cash resources in the future if it experiences changes in business conditions or other developments. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. If we are unable to maintain sufficient financial resources, the business, financial condition and results of operations may be materially and adversely affected.

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Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

We prepare our financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP"), which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recent available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

See Note 2, "Summary of Significant Accounting

See Note 2, "Summary of Significant Accounting Policies," to our audited consolidated financial statements, included elsewhere in this prospectus for information about critical accounting policies, as well as a description of our other significant accounting policies.

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Industry 15 changes

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Africa, we operate in Nigeria and Egypt, Nigeria is our largest market today, and Egypt is one of our expansion markets. These countries represent two of continent's largest and most underpenetrated financial services opportunities. Nigeria's approximately 235 million people and Egypt's roughly 120 million people live in economies where, for decades, traditional banking models have only served governments, large corporates and a narrow segment of salaried, urban professionals. As a result, mass-market consumers and micro, small and medium enterprises ("MSMEs") have had limited access to secure payments, savings and credit and have relied heavily on cash and informal providers of financial services.

Nigeria's approximately 233 million people and Egypt's roughly 107 million people live in economies where, for decades, traditional banking models have only served governments, large corporates and a narrow segment of salaried, urban professionals. As a result, mass-market consumers and micro, small and medium enterprises ("MSMEs") have had limited access to secure payments, savings and credit and have relied heavily on cash and informal providers of financial services.

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Figure 2: Population aged 15-65, Egypt in million

Expansion of Digital Infrastructure and Mobile Internet

Growing internet and mobile penetration provide foundational infrastructure for digital financial services.

Source: International Monetary Fund, World Bank, Frost & Sullivan Analysis and Estimates Figure 2: Population aged 15-65, Egypt in million Source: World Bank, Frost & Sullivan Analysis and Estimates Expansion of Digital Infrastructure and Mobile Internet Growing internet and mobile penetration provide foundational infrastructure for digital financial services.

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Figure 3: Total Number of Internet and Mobile Internet Users, Nigeria; Million, 2020-2029E Source: Frost & Sullivan Analysis and Estimates Figure 4: Total Number of Internet and Mobile Internet Users, Egypt; Million, 2020-2029E Source: Frost & Sullivan Analysis and Estimates This shift removes the need for physical branches as the primary distribution model. Account opening, identity verification, payments, savings and loan applications can be executed on the customer's device. This reduces the marginal cost of serving a customer from branch-based to digital-only levels and enables profitable service of populations that were previously uneconomical to reach. These connectivity trends materially reduce distribution constraints and enable low-cost, national-scale delivery of digital payments, savings and lending.

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However, an estimated 36% of adults – roughly 40 million people – remained outside the formal financial system, and another 28% 26% are underserved, continuing to rely on informal lenders or saving cash at home. Debit card penetration was approximately 40.1% in 2024, versus a global average of approximately 58.4%, and credit card penetration was approximately 1.9%, compared with a global average of 27.5%.

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Figure 5: Credit and debit card ownership, Nigeria and Egypt vs. Global Average Source: World Bank, Frost & Sullivan Analysis and Estimate In both markets, financial access is sharply segmented along socio-economic lines, with formal access for low-income populations is roughly half that of the most affluent segment. Populations with the least access to formal services are also the most reliant on informal providers. Even among individuals who possess formal transaction accounts, those with formal employment and stable income are far more likely to obtain bank loans than low-income, less-educated and rural customers, who remain largely excluded and borrow from family, friends and informal financial providers.

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Figure 7: Market Size for Digital Economy, Egypt, in USD Billion

Source: Ministry of Commerce of the People's Republic of China, International Monetary Fund, Frost & Sullivan Analysis and Estimates Figure 7: Market Size for Digital Economy, Egypt, in USD Billion Source: World Bank, Frost & Sullivan Analysis and Estimates The trend is self-reinforcing: digital commerce creates demand for reliable digital payments and embedded credit, while digital financial solutions make it easier for consumers and MSMEs to participate in the digital economy, increasing transaction volumes and data. This flywheel supports lower customer acquisition costs, higher frequency of use and richer data sets for credit and risk models, all of which are favorable to digital banking platforms.

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Figure 8: Market Size for Non-cash Payment and Transfer, Nigeria, in USD Billion Source: Central Bank of Nigeria, Frost & Sullivan Analysis and Estimates Figure 9: Market Size for Digital Payment and Transfer, Nigeria, in USD Billion Source: Central Bank of Nigeria, Nigeria Inter-Bank Settlement System, Frost & Sullivan Analysis and Estimates In Egypt, POS-led digital payments are the primary non-cash channel and the physical manifestation of the cash-to-digital transition. The number of POS terminals has increased rapidly, supported by government subsidies and mandates encouraging merchants, including small retailers, to accept electronic payments. Despite this growth, POS density remains below more developed markets, indicating substantial headroom for expansion. The country also remains heavily cash-based, particularly outside large urban centers, meaning each new POS terminal has the potential to capture a significant share of local cash flows.

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Source: World Bank, Frost & Sullivan Analysis and Estimates

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Source: Central Bank of Nigeria, Centre for Affordable Housing Finance Africa, Enhancing Financial Innovation and Access, Frost & Sullivan Analysis and Estimates We believe the continued expansion of digital payments, broader financial inclusion initiatives and the maturation of digital identity and data-sharing frameworks will support further growth in consumption credit, particularly in digitally originated personal loans and retail loans, alongside improvements in underwriting quality and product sophistication over time.

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Source: Central Bank of Nigeria, Frost & Sullivan Analysis and Estimates Platforms that combine rich payments data with automated underwriting and efficient collections are set to capture a disproportionate share of future growth in unsecured consumer and MSME credit in both markets.

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Business 97 changes

HOW OPAY CHANGES LIVES USERS' FINANCIAL EXPERIENCE

For many Nigerians, earning money is not easy. People work hard for every Naira. In cities like Lagos, long commutes, unreliable cash access, and the pressure to move quickly make everyday payments harder than they should be. Eric Chigozie Anyim, a Lagos-based accountant, describes how simple tasks like paying for transport or settling expenses can slow down his day.

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"OPay simplifies these everyday moments. Instead of relying on cash or juggling multiple ways to pay, I pay for services, send money, and receive payments through one app. My job depends on accuracy and organization. Being able to track transactions and manage expenses in real time helps me stay focused."

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Millions of consumers and merchants use OPay for everyday transactions. Each has a different story. We measure our success by whether we help them transact with confidence, and we keep improving by listening and learning.

Millions of consumers and merchants use OPay for everyday transactions. Each has a different story. "Using OPay removed minor, constant hassles from my daily routine. I can make payments quickly and track expenses easily. I no longer need to go to the bank to send money to my family or pay bills. Paying for things used to take extra effort, now it's a seamless daily routine."

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The following table sets forth the revenue

attributable to the principal geographic markets for the periods indicated. While most of our revenues were generated from Nigeria, we experienced increases in each of our markets due to the growth of revenue from transaction-based services and loan businesses, which, in turn, was primarily linked to the increases in user bases and the overall transaction volume enabled on our OPay platform.

In the nine months ended

The following table sets forth the long-lived assets (i.e. property and equipment, operating lease right-of-use assets and intangible assets with finite lives) attributable to the principal geographic markets for the periods indicated. As indicated below, most of our long-lived assets were located in Nigeria.

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By meeting customers where they are, we turn

turn challenges into opportunities, making universal digital finance locally accessible and closing the financial inclusion gap. We are powering expanding in emerging markets into thriving ecosystems, moving beyond from payments into full-scale broader financial and lifestyle platforms that deliver lasting service offerings, seeking to build more comprehensive user ecosystems and support long-term value for generations. creation.

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Market leadership and user reach. OPay was the No.1 finance app with an 8.4% market share in Africa and Middle East in 2025, according to Frost & Sullivan. OPay was also among the top 5 apps across all categories in Nigeria in 2025, according to Frost & Sullivan. • Transaction scale and platform throughput. OPay was one of the largest digital payments platforms in Nigeria in 2024, capturing 39.3% market share of GTV for digital payments and transfers in Nigeria in the period, according to Frost & Sullivan. In 2024 and the nine months ended September 30, 2025, the total GTV enabled on OPay platform amounted to US$166.2 billion and US$228.9 billion.

Transaction scale and platform throughput. OPay was one of the largest digital payments platforms in Nigeria in 2024, capturing 39.3% market share of GTV for digital payments and transfers in Nigeria in the period, according to Frost & Sullivan. In 2024 and the nine months ended September 30, 2025, the total GTV enabled on OPay platform amounted to US$166.2 billion and US$228.9 billion.

User base growth and engagement depth. OPay has the strongest engagement levels in the African fintech industry, according to Frost & Sullivan, with 56.1% 57.8% of MAU also being Daily Active Users for the nine months ended September 30, fourth quarter of 2025. according to Frost & Sullivan. The OPay app had DAU of 19.7 22.7 million in the nine months ended September 30, fourth quarter of 2025. OPay has seen strong user growth, with a 2.3x increase in MAU from 16.8 million in the first quarter of 2024 to 39.3 million in the fourth quarter of 2025.

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We create digital tools designed to empower people across emerging markets. to achieve financial freedom. Our proprietary technology is purpose-built to solve the challenges our customers face in these markets, including intermittent connectivity, transaction failures, limited bandwidth, and evolving regulatory demands.

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OPay was the No.1 finance app with an 8.4% market share in Africa and Middle East in 2025, according to Frost & Sullivan. We believe our position as the No. 1 finance app in Africa and Middle East, according to Frost & Sullivan, demonstrates our market leadership as an app-based fintech company in Africa. We achieved this by delivering services that are relevant to users' daily lives, built on scalable and reliable technology infrastructure.

We believe app-based

believe app-based fintech platforms represent a structural shift in how financial services are delivered in emerging markets. Relative to legacy USSD-based systems, an app-based model enables richer product functionality, faster iteration, and a more personalized experience across consumers and merchants. This approach supports a broader range of financial use cases and positions us to scale with continued growth in smartphone adoption and digital commerce across Africa and other emerging regions.

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Starting from payments,

We have built an ecosystem that connects consumers and merchants through a single platform, creating a self-reinforcing cycle of engagement and adoption. Our consumer base grows organically, by word-of-mouth and by our omnichannel approach, combining a digital-first platform with offline distribution. As our consumer base grows, we become more valuable to merchants seeking reliable acceptance and higher conversion, and as merchant acceptance expands, we increase the everyday utility of OPay for consumers. This flywheel supports sustained growth across payments and adjacent services. As a testament, the DAUs of OPay app increased from 15.1 million in 2024 to 19.7 22.7 million in the nine months ended September 30, fourth quarter of 2025.

Starting from payments, we have expanded into a broader set of financial and lifestyle use cases designed to deepen user engagement. Our algorithms and operational playbooks help guide users toward additional services, increasing usage frequency and strengthening retention. We believe this integrated ecosystem is difficult to replicate because it is built on established user habits, merchant acceptance density, and continuous product expansion inside one platform.

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We intend to continue building on our position in Nigeria and to replicate our operating model in additional emerging markets over time. Our strategy is focused on expanding usage across consumers and merchants, broadening our product offering, and investing in the capabilities required to scale reliably and profitably. These strategies are supported by our intended use of proceeds, including investments in technology, distribution, new solutions and market expansion, and potential acquisitions or strategic investments.

Build on Our Scalable Technology Foundation

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Our Consumer Services are differentiated by our advanced technology, breadth of products and use cases, and focus on financial inclusion, according to Frost & Sullivan. Our technology infrastructure is designed to deliver high transaction success rates and system reliability. In addition, our integration of services in a single app reduces friction for users. Our extensive bill payment and lifestyle integrations drive daily engagement. Finally, our ability to serve underserved populations through simple onboarding and lowering barriers to access supports our growth among mass-market consumers. In 2024, we were one of the largest digital payments platforms in Nigeria, according to Frost & Sullivan.

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OPay Debit Card . We issued a total of 24.6 million OPay Debt Cards as of September 30, 2025.

OPay Debit Card . We issued a total of 24.6 million OPay Debit Cards as of September 30, 2025. Our OPay Debit Card extends our reach, offering users a way to make purchases and withdraw cash both online and offline. The card is directly linked to users' OPay accounts and is accepted at POS terminals, ATMs and by online merchants. We aim to provide a card experience that is superior to traditional banks by offering instant issuance, card management functionality (such as quick password reset), high transaction success rates and enhanced security. Cardholders can manage the card lifecycle digitally from activation to limit adjustments, dispute resolution and renewal or replacement, all through the OPay app. To further enhance security, users can control merchant subscriptions and lock or unlock cards through in-app controls.

We aim to provide a card experience that is superior to traditional banks by offering instant issuance, card management functionality (such as quick password reset), high transaction success rates and enhanced security. Cardholders can manage the card lifecycle digitally from activation to limit adjustments, dispute resolution and renewal or replacement, all through the OPay app. To further enhance security, users can control merchant subscriptions and lock or unlock cards through in-app controls.

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(i) OWealth, which provides instant subscription and redemption, (ii) SafeBox, which provides a quarterly free redemption window with early-withdrawal support, (iii) Fixed Deposits, with flexible tenors and other customizable features, (iv) Fixed-Locked, our 1–12-month fixed-term product, and (v) Targets and (v) Spend & Save, both our goal-based and automated sweep-savings tools, with daily interest accrual and on-demand liquidity.

Our savings products are offered through our CBN-licensed subsidiary engaged in deposit-taking operations. We directly accept customer deposits and offer a range of savings products through the OPay platform. These products differ in terms of tenor, liquidity and return profile. The customer funds corresponding to these savings products are held by our subsidiary itself, rather than by third-party partner banks or other financial institutions. As the deposit-taking institution, we assume the obligation to repay depositors the relevant principal amounts together with the applicable interest or other returns offered under the terms of the relevant products. The referenced interest yields are obligations of our subsidary to depositors and are determined based on the terms of the relevant products, including factors such as product type, tenor, liquidity features and withdrawal conditions.

As of the date of this prospectus, all of our saving products are interest-bearing in Nigeria and insured by Nigeria Deposit Insurance Corporation. We did not have any noninterest-bearing savings products as of such date.

Owealth; Spend & Save; SafeBox

Fixed term (7-1,000 days)

We serve as the deposit-taking institution, hold the corresponding customer funds on our balance sheet, and assume the contractual obligations to customers with respect to repayment of principal and payment of stated returns. The proceeds of these deposits are managed in accordance with applicable laws and regulations and may be deployed into permitted assets and investment products, including treasury bills, AMC-managed products, and similar instruments, subject to applicable regulatory requirements and our internal risk management framework.

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As of September 30, 2025, more than 30 million OPay users had subscribed to our savings products, with average balances of US$16.0. Our users range from young professionals sweeping idle balances into savings, to merchants depositing daily proceeds to manage cash flow more efficiently.

Our users range from young professionals sweeping idle balances into savings, to merchants depositing daily proceeds to manage cash flow more efficiently.

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Our merchant platform is

According to Frost & Sullivan, our merchant platform is differentiated by several competitive advantages.

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For merchants that require a more traditional point-of-sale

point-of-sale experience and higher throughput, we provide POS terminals, and a processing capability designed to deliver reliable authorization and settlement, together with reporting and operational controls. POS-based acceptance also supports merchants that operate multiple outlets and require greater standardization, staff oversight and transaction management. In 2024 and the nine months ended September 30, 2025, approximately 0.4 million and 0.5 million POS terminals we deployed were actively in use.

While payment acceptance addresses merchants' immediate transaction needs, we recognize that digitization creates opportunities to solve broader operational challenges. Beyond processing payments, we equip merchants with a suite of business solutions designed to improve visibility, operational efficiency and financial management. These solutions are delivered through the OPay app and our merchant portal and are intended to serve merchants across the lifecycle, from onboarding and daily operations to growth and multi-outlet management.

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By combining payment acceptance,

combining payment acceptance, analytics and reporting, operational tools and merchant financial solutions in a single platform, we aim to help merchants reduce reliance on manual processes and legacy infrastructure, improve efficiency and operate with greater transparency as payments digitize across our markets.

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How We Generate Revenues from Consumer Services and Merchant Services

Revenue generated from our Consumer Services and Merchant Services business lines primarily consisted of transaction-based revenue, including payment-related fees and commissions generated from digital wallet services, online and offline cashless payments, card-related services, bill payment services and merchant acquiring services. Such transaction-based revenue amounted to US$79.2 million, or 38.5% of our total revenue, in 2024, and US$112.6 million, or 33.6% of our total revenue, in the nine months ended September 30, 2025.

To a lesser extent, we generated revenues from (i) savings products under Consumer Services, which is included in interest income from short-term investments and mounted to US$9.2 million, or 4.5% and US$29.8 million or 8.9%, of our total revenues in 2024 and the nine months ended September 30, 2025, and (ii) sales of POS and related services under Merchant Services, which is reported as a portion of other revenue. Other revenue in total amounted to US$6.6 million, or 3.2% of our total revenue, in 2024, and US$7.2 million, or 2.1% of our total revenue, in the nine months ended September 30, 2025.

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KUFI is licensed to engage

Self-operated model in Nigeria. Lending is conducted through our licensed microfinance banking subsidiary, where loans are originated and held on balance sheet, with corresponding credit risk, income, and provisioning recognized in our consolidated financial statements. Under the self-operated model, loans are typically issued for an average tenor of around 70 days, repaid in equal principal-and-fee installments. The relevant daily interest rates are determined based on borrower profile and risk segment. Our proprietary credit models are used to support key credit decisions across the loan lifecycle, including borrower eligibility screening, credit underwriting, risk-based pricing and post-disbursement monitoring. In addition to OPay app, borrowers can also access our loans through Okash app and EaseMoni app.

Under the self-operated model, approved loans are disbursed

model, approved loans are disbursed directly to borrowers' OPay wallets or linked bank accounts, with repayments made through the same channels into regulated accounts. In this process, our automated decision systems generate approval recommendations, proposed credit limits and fee levels based on borrower risk profiles, and these outputs are embedded into our underwriting workflow and portfolio monitoring processes.

The key terms of our credit products vary by product type, but our loans generally carry fixed interest rates or fixed fee-based pricing, rather than variable interest rates. Under our self-operated consumer loan products, credit loans are typically repaid in monthly installments, although certain borrowers may also be offered shorter-tenor products, such as 7-day or 15-day loans. Our merchant lending products are generally structured with 15-day installment periods, with flexibility for weekly, biweekly or monthly repayment schedules depending on the borrower profile and product terms. Our credit payment products are invoice-based and are generally required to be repaid within seven days upon billings. Repayment mechanics also vary by product. By default, repayments for our consumer credit loan products are not automatically deducted from a borrower's OPay wallet, and automatic repayment occurs only if the borrower has activated the OPay automatic repayment function or has linked a bank card or other repayment account, in which case the relevant amounts may be automatically deducted from the borrower's OPay wallet or linked bank account. In contrast, repayments for our merchant lending and credit payment products are generally automatically deducted from the user's OPay wallet account when the relevant payment becomes due.

Loan-facilitation model in Indonesia. RupiahCepat, our local app, is the customer-facing platform for our Indonesia loan facilitation, which is carried out by our local operating company, KUFI. We acquire and onboard borrowers digitally and support the lending workflow end-to-end, including borrower acquisition, application processing, preliminary credit eligibility checks, data-driven credit analytics, and loan management and collections support. Our borrower acquisition channels include telco partnerships and major digital platforms. We incorporate data available through these channels as well as other data sources, into our screening and preliminary risk assessment. In this model, our systems are used to generate preliminary borrower screening results, risk segmentation, fraud flags and indicative pricing or limit parameters for review by the lenders, but the lenders make all final credit decisions pursuant to their own policies and regulatory requirements.

KUFI is licensed to engage in Technology-Based Joint Funding Services (the "LPBBTI") under Indonesian regulations, including POJK 40/2024. See "Regulation – Indonesia Regulations" for further details on POJK 40/2024 and other applicable Indonesian regulatory requirements. Our model involves three parties: (i) licensed Indonesian banks (and other eligible licensed financial institutions) acting as lenders (the "Lenders"), (ii) KUFI, acting as the intermediary or "channeling manager", and (iii) eligible individual borrowers. We enter into channeling cooperation agreements with our Lenders. The Lenders provide the funding, make all final credit decisions under their own credit policies and regulatory requirements, and retain full discretion over credit approval and disbursement. After approval, KUFI, acting on the Lenders' behalf, enters into the individual loan agreements with borrowers that set out key terms such as interest rates and tenors. In practice, our funding partners include a group of banks that provide the lending capital, while we provide the technology and operational layer that sources customers and supports the origination and servicing process. As part of this risk-mitigation framework, we administer credit insurance arrangements provide by licensed credit insurance companies regulated by OJK, where the Lenders are the insured parties and beneficiaries. Premiums are charged to borrowers, collected and remitted by KUFI (via an escrow account) to insurers, and do not constitute KUFI revenue. Claims are paid by insurers directly to the insured Lenders if accepted, in accordance with the terms and conditions of the relevant insurance policy.

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Loans facilitated through our Indonesia loan facilitation model generally have fixed interest rates, rather than variable interest rates. The tenor of such facilitated loans varies depending on the product and borrower profile, but they are generally short-term in nature, with repayment schedules and other key terms set out in the individual loan agreements entered into between the Lenders and the borrowers following approval. Such loan agreements typically specify, among other things, the applicable interest rate, tenor, repayment schedule and other borrower obligations. While KUFI supports the origination and servicing process, all final lending decisions and the determination of key lending terms remain with the Lenders in accordance with their own credit policies and applicable regulatory requirements.

Our revenue from this business is recorded as loan facilitation service fees, calculated based on amounts charged billed to borrowers (inclusive of loan interest, insurance premiums, and service fees), net of interest payable due to the Lenders funding partners and insurance premiums paid These fees are variable, and higher default rates may increase to insurance premiums and correspondingly reduce our net service fees. companies on the funding partners' behalf.

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Credit Payment was newly launched in September 2025. In September 2025, the transaction amount of Credit Payment was US$7,227, across 18,294 transactions. As the product was launched only recently, it did not have a material impact on our business or results of operations for the periods presented.

Beyond consumer loans, we extend credit to small and micro businesses in Nigeria using transaction data to pre-screen merchants with steady cash flows. Qualified merchants are targeted for personalized onboarding and on-site due diligence. By combining internal transaction records, external banking data, and industry insights, our models enable precise risk assessment and competitive pricing. Merchant loans typically feature higher limits, lower rates, and longer tenors aligned with business cashflow cycles. Our systems are used to rank and segment merchant applicants, estimate repayment capacity, propose credit limits and pricing, and monitor portfolio performance after disbursement based on evolving transaction behavior and repayment patterns.

Merchant Lending was launched in April 2025. For the

period from April 2025 to September 30, 2025, the aggregate loan disbursement amount of Merchant Lending was US$6.29 million, across 2,881 transactions, and revenue generated from this product was US$0.97 million. As a recently launched product, contributed only a limited portion of our overall revenue for the periods presented, but we believe these metrics are useful to illustrate its early operating scale and commercialization progress.

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Our credit business is built on a technology-driven risk management framework that integrates biometric verification, machine-learning credit modeling, and AI-based servicing tools to ensure scale, efficiency, and responsibility across the lending lifecycle. This framework is reinforced through integrated collaboration with our Consumer Services and Merchant Services, which contribute transaction history, account balances, cash flow visibility, and behavioral insights that strengthen user profiling and operational resilience.

By embedding these data points into our risk management framework, we strengthen the synergistic ecosystem that enables more accurate risk assessment, proactive fraud detection, and dynamic credit solutions. Our models are designed to continuously update risk assessments based on repayment history, wallet activity, transaction frequency, changes in user behavior and other performance indicators, which may result in dynamic adjustments to credit limits, product availability, pricing or collections treatment over time.

Borrower onboarding. Through OPay app, borrowers complete a fully digital process that includes registration, identity verification, and bank account linking. Our proprietary decision engine evaluates risk and pricing using multiple data sources, such as official credit data, device and behavioral signals, and transaction records from the OPay platform, allowing us to make automated, real-time credit decisions with high accuracy. We maintain a consistently strict approach to collect information for borrower onboarding. For instance, we generally processed KYC procedures for borrower data across 10 different categories for our self-operated loans in Nigeria. The outputs of this decision engine include borrower eligibility, fraud-risk alerts, initial credit scores, recommended loan limits and proposed pricing bands, which are incorporated into our underwriting workflow.

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verification and anti-fraud screening to protect user authenticity and prevent organized fraud. Biometric and facial recognition checks are cross-verified with official databases, reducing manual review rates from about 30% to below 5% in Nigeria. We also use device fingerprinting, IP and geolocation mapping, and blacklist cross-matching to identify coordinated fraud patterns in real time. Applications that trigger elevated risk indicators may be declined automatically, routed for enhanced review, or subject to more conservative credit terms, depending on the nature and severity of the risk signals identified.

Data-driven credit modeling. We assess creditworthiness using proprietary data models that combine official credit records, income and behavioral data, and OPay platform transaction histories. Our models evaluate both asset stability (based on data from our OPay platform) and income reliability (including third-party sources such as tax and social security records). Together, these inputs define differentiated limits and pricing strategies. Borrowers are scored through differentiated models for new users and repeat users, allowing dynamic limit upgrades, preferential pricing, and continuous portfolio optimization. We leveraged over 200 billion data points of credit and financial information, including transaction histories, user behaviors, and third-party data sources such as tax records. Additionally, nearly 50 billion behavioral data points are used to assess patterns in borrower behavior and repayment tendencies. This extensive data allows us to create more precise risk models and enables us to offer differentiated loan limits, dynamic pricing, and personalized credit terms based on real-time user profiles. These models are also used after origination to monitor delinquency trends, detect early signs of stress or fraud, and support collections strategies and portfolio optimization.

We are highly efficient in credit disbursement. For our self-operated loans in Nigeria, the percentage of loans processed from application to disbursement within one minute increased significantly from 49% in 2024 to 76% in the nine months ended September 30, 2025, while the average time from application to disbursement decreased from 25 minutes to 13 minutes over the same period. Our ability to process applications quickly depends in part on the availability, accuracy and timely receipt of internal and third-party data inputs, as well as the performance and calibration of our models and automated decision systems.

Responsible lending and borrower protection. We maintain strong borrower-protection and affordability controls. In Nigeria, where informal employment is common, repayment ability is assessed through users' wallet activity and transaction history rather than formal income proof. In Indonesia, official tax and social security data supplement our scoring process. We apply cooling-off periods, marketing contact caps (no more than twice per week), and hardship-assistance programs offering penalty or interest waivers for borrowers in distress. Our hardship assistance programs are tailored to individual borrower needs, providing financial counseling services, payment deferrals, and penalty waivers when necessary. Notwithstanding these controls, our models and systems are subject to inherent limitations, including incomplete, inaccurate or stale data, changes in borrower behavior, fraud patterns, model drift, operational errors, and evolving market or regulatory conditions, any of which may reduce predictive accuracy or result in higher-than-expected losses, lower yields, pricing mismatches or operational inefficiencies.

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We manage retention dynamically by scenario frequency and contribution. High-frequency users receive experience-driven nudges, while at-risk users receive personalized incentives and recall programs across push, SMS, interactive voice response, WhatsApp, and paid media. Our DAUs reached 19.7 22.7 million in the nine months ended September 30, fourth quarter of 2025, representing DAU/MAU ratio of 56.1%, 57.8%, which was among the strongest engagement levels in the African fintech industry, according to Frost & Sullivan. We continuously track user satisfaction through interviews, surveys, and focus groups, and monitor net promoter scores to identify and close experience gaps.

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Risk management and security are embedded directly into our technology platform and transaction workflows. Our real-time risk engines analyze a combination of device signals, biometric inputs, behavioral patterns, and geolocation data to assess transaction risk and support fraud prevention and credit decisioning. These capabilities operate continuously and are designed to adapt dynamically as usage patterns evolve.

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Our platform operates on cloud infrastructure with redundancy and failover capabilities designed to maintain availability during infrastructure disruptions or traffic surges. We partner with leading cloud providers, including regional providers with data centers across Africa, for our core transaction processing infrastructure. This enables low-latency performance and consistent service delivery across Nigeria and our other markets. Automated monitoring, load balancing, and auto-scaling enable us to maintain service levels as transaction volumes scale. During peak periods in the four quarter of 2025, our infrastructure supported transaction volumes was 20% above normal levels with no service degradation.

This enables low-latency performance and consistent service delivery across Nigeria and our other markets. Automated monitoring, load balancing, and auto-scaling enable us to maintain service levels as transaction volumes scale. During peak periods in the four quarter of 2025, our infrastructure supported transaction volumes was 20% above normal levels with no service degradation.

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Our technology foundation directly drives higher payment success, faster merchant onboarding, greater scalability, and safer credit and savings experiences. creating a durable platform for long-term growth in our core markets.

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We operate in a competitive market across key regions such as Nigeria, Indonesia, Egypt, and Pakistan. In these diverse markets, we face competition from a wide range of fintech service providers, including but not limited to traditional banks, digital banks, lending platforms, and other fintech apps that offer similar services, including payments, digital wallets, and credit solutions. This competitive landscape is further complicated by the constant entry of new players and the substantial investments being made by incumbent institutions that are accelerating their digital transformation efforts. The level of competition varies across these markets depending on factors such as local regulatory frameworks, consumer preferences, and the pace of digital adoption.

The digital financial services market in Nigeria is primarily composed of three types of players: traditional banks, lending platforms and FinTech companies. These groups exhibit significant differences in their business models, customer reach, and service capabilities.

Although traditional banks hold a prominent position in Nigeria's financial sector, particularly in deposit-taking and corporate banking services, they face multiple structural limitations:

High-Cost, Low-Reach Physical Model: Heavy reliance on physical branch networks results in high operational and expansion costs, severely limiting geographic accessibility. This makes it economically challenging to effectively serve vast remote areas and low-income populations.

Focus on the Premium Market Segment: A longstanding business focus on high-net-worth individuals and medium-to-large enterprises leads to significant under-service of the vast "long-tail" customer base, including micro-entrepreneurs and informal workers, perpetuating financial exclusion.

Outdated Tech Infrastructure and Poor User Experience: Core systems and digital channels are often built on legacy technology, with slow update cycles. This results in mobile and online platforms that are unstable, slow, and lack robust functionality, failing to meet the convenience standards of modern digital financial services.

Weak Product and Service Innovation: Constrained by rigid organizational processes, a strict compliance culture, and dependence on traditional profit models, they lack the agility and drive to adapt to market shifts and develop innovative financial products that meet the needs of digital natives.

The second category consists of lending platforms . Their business models exhibit notable limitations and latent risks, which are evident in the following key areas:

Over-reliance on a Single Business Model: Their core model focuses intensely on providing short-term, small-amount, unsecured loans, making revenue heavily dependent on interest and fees. This lack of diversification leaves profitability and risk resilience highly vulnerable to macroeconomic shifts, changes in borrower repayment capacity, and regulatory adjustments.

High Funding Costs and Pricing Pressures: To cover the elevated funding costs, operational expenses, and high expected default rates, their effective interest rates charged to borrowers are often extremely high. This frequently draws market criticism as "usurious", sparking ethical debates and regulatory scrutiny.

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and 17 more changes in the filing

Principal stockholders 1 change

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(4) Represents 186,581,278 ordinary shares held by Opay Technology Limited, a company incorporated under the laws of the British Virgin Islands, which consists of (i) 75,391,000 ordinary shares held by Keystone Unity Limited, a company incorporated in the British Virgin Islands, with voting and dispositive power held by Fang Han, a minority shareholder of the Company, (ii) 70,890,278 ordinary shares held by Promise Horizon Limited, with the voting and dispositive power held by Stephen Wen, and (iii) 40,300,000 ordinary shares held by Prosperity Victory Limited, with the voting and dispositive power held by Lars Rahbaek Boilesen. The registered office of each of Keystone Unity Limited, Prosperity Victory Limited, and Promise Horizon Limited is located at Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin (5) Represents 31,058,025 ordinary shares, 69,962,470 Series Seed+ Preferred Shares, and 58,785,744 Series C Preferred Shares held by Opera Limited, a Cayman Islands-incorporated company listed on The Nasdaq Global Select Market under the symbol of "OPRA." Mr. Zhou, our Executive Chairman, is deemed to beneficially own the shares of our Company held by Opera Limited pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to his control over Opera Limited. The principal executive office of Opera Limited is located at Vitaminveien 4, 0485 Oslo, Norway.

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Related Party Transactions 1 change

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Save as disclosed in this section and elsewhere in this prospectus, we and Opera operate independently of each other. In particular, we and Opera are independently managed, financed and operated, and Opera is not involved in the day-to-day operation of our business. From a financial perspective, historical transactions between us and Opera have been concluded. We had no transactions with Opera in 2024 or 2025. Any outstanding balances relating to historical transactions were settled in 2025, and no outstanding balances remained as of September 30, 2025.

Plan of distribution 5 changes

We and the underwriters named below have entered into an underwriting agreement with respect to the ADSs being offered. Subject to certain conditions set out in the underwriting agreement, each underwriter has severally agreed to purchase, and we have agreed to sell to them, severally, the number of ADSs indicated in the following table. J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank AG, Hong Kong Branch and China International Capital Corporation Hong Kong Securities Limited are acting as the representatives of the underwriters.

J.P. Morgan Securities LLC

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The address of J.P. Morgan Securities LLC is 270 Park Avenue, New York, New York 10017, U.S.A. The address of Citigroup Global Markets Inc. is 388 Greenwich Street, New York, NY 10013, U.S.A. The address of Deutsche Bank AG, Hong Kong Branch is Level 60 International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong. The address of China International Capital Corporation Hong Kong Securities Limited is 29/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong.

We have granted to the

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of additional ADSs from us at the initial public offering price listed on the cover page of this prospectus, less underwriters discounts and commissions. To the extent the option is exercised, each underwriter will become severally obligated, subject to certain conditions, to purchase additional ADSs approximately proportionate to each underwriter's initial amount reflected in the table above and will offer the additional ADSs on the same term as those on which the ADSs are being offered.

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Notes to the financial statements 5 changes

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Accounts receivable and contract assets, net

Loans and interest receivable

Prepaid expenses and other current assets

Total current assets

Accounts receivable and contract assets, net of allowance of US$877 as of December 31, 2024 10,397 Loans and interest receivable, net of allowance of US$15,012 as of December 31, 2024 41,234 Inventories Prepaid expenses and other current assets 36,274 Total current assets 669,387 Non-current assets:

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Note 18: PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (cont.) 7 changes

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Accounts receivable and contract assets, net

Loans and interest receivable

Prepaid expenses and other current assets

Total current assets

Accounts receivable and contract assets, net of allowance of US$877 and US$42 as of December 31, 2024 and September 30, 2025, respectively 10,397 15,770 Loans and interest receivable, net of allowance of US$15,012 and US$49,697 as of December 31, 2024 and September 30, 2025, respectively 41,234 138,590 Inventories 1,948 Prepaid expenses and other current assets 36,274 63,808 Total current assets 669,387 1,004,002 Non-current assets:

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UNAUDITED INTERIM CONDENSED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

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Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 change

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The allowance for credit losses of accounts receivable and contract assets was not material as of September 30, 2025.

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Note 7: FAIR VALUE MEASUREMENTS 2 changes

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Wealth management products

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Wealth management products

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