OPAY: DRS filing (amended)

Cover page 3 changes

As confidentially submitted to the Securities and Exchange Commission on March 23, May 1,

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Summary Consolidated Financial Data

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Summary Consolidated Financial Data

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Prospectus summary 28 changes

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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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OPay was the No.1 finance app with an 8.4% market

with an 8.4% market share in Africa and Middle East in 2025, according to Frost & Sullivan. Over the coming decades, we aspire to serve billions of users and millions of merchants worldwide, while generating both jobs and economic opportunity.

Our 8.4% market share is measured by MAUs as a percentage of the total average monthly active users of all apps monitored by DataSparkle (an independent third-party mobile application intelligence and monitoring platform) in Africa and the Middle East. We believe this supports our leading market position in the app-based fintech sector because active user penetration is a relevant indicator of user reach, engagement and competitive scale for mobile application-based financial service providers.

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The following table sets

In the nine months ended

In addition to Nigeria, we operate

in addition to Nigeria, we operate in Indonesia, Egypt and Pakistan. In Indonesia, our current business is focused on loan facilitation. In Egypt, we currently provide merchant acquiring services, supported by partnerships with local financial institutions. In Pakistan, we offer merchant acquiring and consumer wallet services. Over time, we intend to expand our offerings in these markets, subject to regulatory requirements, market conditions and the evolution of our local partnerships.

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 year ended December 31,

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. Between December 31, 2024 and December 31, 2025, our long-lived assets shifted from Indonesia to Nigeria. The decline in Indonesia's long-lived assets balance in 2025 was attributable to the full amortization of intangible assets with finite lives, and the increase in Nigeria's long-lived assets balance was due to capital expenditure to support business growth.

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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 expanding in emerging markets from payments into broader financial and lifestyle service offerings, seeking to build more comprehensive user ecosystems and support long-term value creation.

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Below are selected highlights of our achievements.

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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 US$358.0 billion.

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

Credit business expansion . Our loan origination volume in Nigeria grew from US$243.9 million during the full year 2024 to US$572.3 US$938.3 million during the nine months ended September 30, full year 2025, supported by strong demand and improving credit quality. In addition, the total number of quarterly unique borrowers under our self-operated model in Nigeria increased to 4.5 4.6 million in the nine months ended September 30, 2025 from 2.1 million in 2024.

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We have a present concentration of business in Nigeria.

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We operate in high-risk challenging environments and are subject to anti money laundering and countering the financing of terrorism (AML/CFT) laws, economic and trade sanctions regulations, and similar financial crime laws failure to comply with them and misuse of our services by customers could subject us to significant regulatory, civil, or criminal liability or lead to additional material adverse consequences to our business operation.

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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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We issued 168,664,930 ordinary shares to Bloom Haven Limited, a British Virgin Islands company, to hold such shares for the purposes of administering our 2026 Equity Incentive Plan pursuant to the trust arrangements established in connection therewith. The shares issued to Bloom Haven Limited are expected to be used to satisfy awards granted under our 2026 Equity Incentive Plan following our initial public offering.

Contractual Arrangements between the Registered Shareholders of

Contractual Arrangements between the Registered Shareholders of KUFI and Us Due to regulatory and licensing requirements applicable to financial technology and digital lending businesses in Indonesia, we conduct certain of our operations in Indonesia through KUFI, a locally incorporated and licensed entity. While we do not directly hold equity interests in KUFI, we operate our businesses in Indonesia under a series of contractual arrangements which we, through OPay Digital Singapore, entered into with the registered shareholders of KUFI that, taken as a whole, enable us to hold indirect economic interests in KUFI.

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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.

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.

Conventions which Apply to This Prospectus 1 change

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"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;

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Summary Consolidated Financial Data 25 changes

The following summary consolidated statements of net (loss) income data and summary consolidated cash flow statements for the year years ended December 31, 2024 and 2025, and the summary consolidated balance sheet sheets 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 audited 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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The following table presents our summary consolidated statements of net (loss) income data for the year/periods years indicated.

For the Year Ended December 31,

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For the Year Ended December 31,

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Net loss attributable to ordinary shareholder of the Company (104,073 (81,686 (17,362 (17,001 ) Net loss per share attributable to ordinary shareholders:

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For the Year Ended December 31,

Pro forma net (loss) income per share attributable to ordinary shareholders: (1) Basic and diluted (unaudited) (0.03 ) (0.02 ) 0.03 0.04 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) income attributable to ordinary shareholders in the consolidated statements of comprehensive (loss) income to the numerator for the computation of pro forma basic and diluted net (loss) income per share is as follows:

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Numerator used for pro forma basic and diluted net (loss) income per share computation (50,977 (41,978 ) 43,218 72,470 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:

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For the Nine Months ended

The following table presents our summary consolidated cash flows for the year/periods years indicated.

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Effect of exchange rate changes on cash, cash equivalents, restricted cash and customer accounts (93,137 (112,109) (23,548 ) 44,704 Net increase (decrease) in cash, cash equivalents, restricted cash and customer accounts (46,359) 35,094 125,325 164,385 Cash, cash equivalents, restricted cash and customer accounts at the beginning of the period 284,302 year 284,302 409,627 Cash, cash equivalents, restricted cash and customer accounts at the end of the period year 409,627 237,943 444,721 574,012 Non-U.S. GAAP Financial Measures 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

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

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For the Nine Months Ended

financial measures for the year/periods years indicated.

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Unrealized foreign exchange loss (gain)

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

For the Nine Months Ended

In addition to the metrics above, the MAUs of our OPay platform further reached 39.3 million for the fourth quarter of 2025.

The following table sets forth our key operating metrics for the respective periods. In 2025, our monthly ARPU and CAC excluding Indonesia were US$1.3 and US$2.0, respectively. Our CAC, or the customer acquisition, cost refers to the total sales and marketing costs to acquire one new customer, calculated as total acquisition-related expenses divided by the number of new customers acquired during the period. Our Indonesia operations were excluded because the nature of our business in Indonesia differs significantly from that of our operations in our other markets. As a result, management does not consider the inclusion of Indonesia to be meaningful for purposes of comparing these metrics across periods and evaluating the performance of the businesses to which these metrics are primarily relevant.

New loans originated (2) (1)

Monthly cost to serve (3)

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Monthly ARPU is defined as the average monthly revenue divided by the average number of individual active customers during the period.

Monthly cost to serve is defined as the monthly average of the sum of transactional expenses and customer support and operations expenses divided by the average number of individual active customers during the period.

Risk factors 21 changes

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Our computer systems

Our computer systems and third-party providers may encounter service interruptions at any time due to system or software failure, power outage, natural disasters, severe weather conditions, health pandemics, terrorist attacks, cyberattacks or other events. Any such events could have a negative effect on our business and technology infrastructure (including our computer network systems), which could lead to user dissatisfaction or long-term disruption of our operations. We may also experience interruptions or degraded performance due to unexpected increases in transaction volumes, peak usage periods, capacity constraints, or errors introduced by new releases or configuration changes.

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We have pursued and may, in

in the future, pursue international expansion of our business operations, either organically or through acquisitions, in international markets where we have limited or no experience in marketing, selling and deploying our products and services. As of September 30, December 31, 2025, our business was primarily conducted in Nigeria, Indonesia, Egypt and Pakistan. If we fail to deploy or manage our operations in these countries successfully, our business and operations may decline significantly. In addition, we are subject to a variety of risks inherent in doing business internationally, including:

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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 BNPL 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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effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trade price of our ADSs ordinary shares may decline.

Prior to this offering, we were a private company with limited accounting and financial reporting personnel and other resources with which to address our internal controls and procedures. Our management has not completed, nor were we required to complete an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In the course of preparing and auditing our financial statements as of and for the year ended December 31, 2024, we and our independent registered public accounting firm have identified two material weaknesses in our internal control over financial reporting, and the material weaknesses still existed as of December 31, 2024. 2025. If we are unable to remediate the material weaknesses or if we identify additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

As defined in the standards established by the U.S.

As defined in the standards established by the U.S. Public Company Accounting Oversight Board, or PCAOB, a "material weakness" is a deficiency, or a combination of deficiencies, in our internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

Specifically, the material weaknesses

Specifically, the material weaknesses identified relate to our (i) lack of sufficient accounting and financial reporting personnel with the requisite knowledge and experience in application of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related disclosures in accordance with U.S. GAAP and financial reporting requirements set forth by the SEC and (ii) lack of financial reporting policies and procedures that are commensurate with U.S. GAAP and SEC reporting requirements.

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Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. In addition, Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, will require us and potentially our independent registered public accounting firm to evaluate and report on our internal control over financial reporting once we become a publicly listed company. In addition, once we cease to be an "emerging growth company" as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report with adverse opinion on our internal controls over financial reporting if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. The process of implementing our internal controls and complying with Section 404 will be expensive and time-consuming and will require significant attention of management. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Even if we conclude, and our independent registered public accounting firm concurs, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in our financial statements and harm our stock price. In addition, a delay in compliance with Section 404 could subject us to a variety of administrative sanctions, including SEC action, ineligibility for short form resale registration, the suspension or delisting of our ADSs ordinary shares from the stock exchange on which it is listed and the inability of registered broker-dealers to make a market in our ADSs ordinary shares which would further reduce our stock price and could harm our business.

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Our executive officers possess significant management expertise, while they have limited experience in the management of a publicly traded company. Their limited experience in dealing with the increasingly complex laws pertaining to public companies increases the amount of their time devoted to these activities, which will result in less time being devoted to the management and growth of the business. We continue to evaluate whether we have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies. If we are required to expand our employee base and hire additional employees to support our operations as a public company, our operating costs will increase in future periods.

We involve third parties in services, systems and information technology applications, and a breach or violation of law by one of these third parties could disrupt our business or provide our competitors with an opportunity to enhance their position at our expense.

We involve third parties in financial, technology and insurance services, systems and information technology applications. In the event these third parties fail to provide these services adequately, including as a result of financial difficulty or insolvency, errors in their systems, outages or events beyond their control, or refuse to provide these services on terms acceptable to us or at all, and we are not able to find suitable alternatives in time, our business may be materially and adversely affected.

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We have a present concentration of business in Nigeria.

At present, most of our business operations are conducted in Nigeria. As a result, our business, results of operations, financial condition and prospects are inherently sensitive to economic, political and social developments in Nigeria. Nigeria's operating environment is subject to macroeconomic variability, policy shifts and regulatory changes. Fluctuations in growth, inflation and currency values, together with adjustments to fiscal, monetary or trade measures, may adversely affect our liquidity, costs, pricing, and the value of our financial assets. Infrastructure constraints and regional disparities can impair efficiency, increase operating expenses and disrupt business continuity.

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Changes in laws and regulations, licensing requirements,

Changes in laws and regulations, licensing requirements, taxation, and compliance expectations may occur with limited notice and could impose additional costs or restrictions on our operations. Periods of instability, including supply chain disruptions or market volatility, may negatively impact demand, settlement cycles, and our ability to execute strategic plans. Any of these factors, individually or in combination, could have a material adverse effect on our business and operations.

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We earn interest income on short-term investments, and as of September 30, December 31, 2025, we had US$200.8 US$410.4 million of short-term investments placed through several domestically licensed asset management companies in Nigeria ("AMC-managed products"), and we also invest in Nigerian treasury bills and similar instruments. The underlying assets of these AMC-managed products include fixed-income securities, such as treasury bills issued by the CBN, money market funds and other liquid instruments, with yields typically ranging between 15% 14% to 24% during the reporting periods. The returns we earn on these AMC-managed products are subject to changes in interest rates and market conditions, and the yields available on reinvestment may decline. In addition, certain assets held by AMC-managed products may include non-fixed income investments, and in some cases the size, nature, tenure and composition, sector and geographical exposure of the underlying assets may not be fully transparent at all times. Fluctuations in the performance, liquidity or valuation of such underlying assets could adversely affect the investment returns of AMC-managed products. Furthermore, AMC-managed products may be exposed to counterparty and settlement risk, including the risk that issuers, custodians, counterparties or other service providers fail to perform their contractual obligations or experience financial distress. While standard settlement typically occurs within T+1 to T+3, many AMC agreements contain force majeure provisions, which release AMCs from liability if delays occur due to failures in financial systems, banking infrastructure, or other issues within the financial services sector. In the event of a systemic liquidity crisis, multiple AMCs could invoke such clauses simultaneously, resulting in an inability to access funds while still being obligated to meet guaranteed returns to customers, with no penalties or compensation for the delay.

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We operate in high-risk challenging environments and are subject to anti money laundering and countering the financing of terrorism (AML/CFT) laws, economic and trade sanctions regulations, and similar financial crime laws failure to comply with them and misuse of our services by customers could subject us to significant regulatory, civil, or criminal liability or lead to additional material adverse consequences to our business operation.

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Capitalization 2 changes

The following table sets forth our capitalization as of September 30, December 31, 2025:

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As of December 31, 2025

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Dilution 7 changes

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Our net tangible book value as of September 30, December 31, 2025 was

US$71 US$138 million, or US$ US$0.28 per ordinary share and US$ per ADS. Net tangible book value represents the amount of our total consolidated assets, less intangible assets, goodwill and the amount of total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share as adjusted from the initial public offering price per ordinary share.

Dilution is determined by subtracting net tangible book value per ordinary share as adjusted from the initial public offering price per ordinary share.

Without taking into account any other changes in such net tangible book value after September 30, December 31, 2025, other than to give effect to (i) the conversion of all of our preferred shares into ordinary shares on a one-to-one basis which will occur automatically immediately prior to the completion of this offering, (ii) our issuance and sale of ordinary shares represented by the ADSs offered in this offering at an assumed initial public offering price of US$ per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, December 31, 2025 would have been approximately US$ million, or US$ per ordinary share and US$ per ADS, to existing shareholders and an immediate dilution in net tangible book value of US$ per ordinary share, or US$ per ADS, to purchasers of ADSs in this offering. The following table illustrates such dilution:

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Net tangible book value as of September 30, December 31, 2025

Pro forma net tangible book value as of September 30, December 31, 2025 after giving effect to the automatic conversion of all of our preferred shares Pro forma as adjusted net tangible book value after giving effect to the automatic conversion of all of our preferred shares and this offering Amount of dilution in net tangible book value to new investors in this offering The pro forma information discussed above is illustrative only.

The following table summarizes, on a pro forma basis as of September 30, December 31, 2025, the differences between the existing shareholders and the new investors with respect to the number of ordinary shares purchased from us in this offering, the total consideration paid and the average price per ordinary share paid at the initial public offering price of US$ per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include the ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

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Our History and Corporate Structure 4 changes

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For the nine months ended September 30, In 2025, we delivered positive net income.

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We issued 168,664,930 ordinary shares to Bloom Haven Limited, a British Virgin Islands company, to hold such shares for the purposes of administering our 2026 Equity Incentive Plan pursuant to the trust arrangements established in connection therewith. The shares issued to Bloom Haven Limited are expected to be used to satisfy awards granted under our 2026 Equity Incentive Plan following our initial public offering.

Contractual Arrangements between the Registered Shareholders of

Contractual Arrangements between the Registered Shareholders of KUFI and Us Due to regulatory and licensing requirements applicable to financial technology and digital lending businesses in Indonesia, we conduct certain of our operations in Indonesia through KUFI, a locally incorporated and licensed entity. While we do not directly hold equity interests in such entity, we operate our businesses in Indonesia under a series of contractual arrangements we, through OPay Digital Singapore, entered into with the registered shareholders of KUFI that, taken as a whole, enable us to hold indirect economic interests in the company.

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MD&A 96 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 US$358.0 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 22.7 million in the fourth quarter of 2025. In addition, the DAU/MAU ratio of our OPay app reached 57.8% in the fourth quarter of 2025, which was the strongest engagement 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.

By offering users a seamless, secure, and cost-effective platform for a wide array of digital financial services from retail purchases and bill payments to money transfers and financial management, we convert sustained user engagement into scalable transaction volume, which serves as a core driver of our financial performance. Our ability to retain and deepen user engagement, through personalized offerings tailored to their specific needs, provides a strong foundation for sustained growth and long-term market leadership.

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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.

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 2024 to 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.

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For the Nine Months Ended

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 (gain) 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 years indicated.

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Unrealized foreign exchange loss (gain)

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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.

For the Nine Months Ended

In addition to the metrics above, the MAUs of our OPay platform reached 39.3 million for the fourth quarter of 2025.

Operating . We primarily use GTV, MAUs, new loans originated, monthly ARPU and monthly cost to serve as key operating metrics to evaluate our business, as presented in the table below. In 2025, our monthly ARPU and CAC excluding Indonesia were US$1.3 and US$2.0, respectively. Our CAC, or the customer acquisition cost, refers to the total sales and marketing costs to acquire one new customer, calculated as total acquisition-related expenses divided by the number of new customers acquired during the period. Our Indonesia operations were excluded because the nature of our business in Indonesia differs significantly from that of our operations in our other markets. As a result, management does not consider the inclusion of Indonesia to be meaningful for purposes of comparing these metrics across periods and evaluating the performance of the businesses to which these metrics are primarily relevant.

For the Year Ended December 31,

New loans originated (2) (1)

Monthly cost to serve (3)

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Revenue . We monitor revenue by principal business

Monthly ARPU is defined as the average monthly revenue (total revenue divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers defined as the average of the number of monthly active customers at the beginning of the period measured, and the number of monthly active customers at the end of the period).

Monthly cost to serve per active customer is defined as the monthly average of the sum of transactional expenses and customer support and operations expenses (sum of these expenses in the period divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers defined as the average of the number of monthly active customers at the beginning of the period measured, and the number of monthly active customers at the end of the period).

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 US$156.4 million, or 73.9%, 76.0%, and US$294.8 US$472.6 million, or 87.9%, 88.1%, 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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Our revenue consists of

Our revenue consists of (i) transaction-based services, (ii) loan financing services, (iii) loan facilitation services, (iv) interest income from short-term investments, and (v) others.

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For the Nine Months Ended

For the Year Ended December 31,

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Our other revenue mainly

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% 21% as of September 30, December 31, 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 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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For the Nine Months Ended

For the Year Ended December 31,

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General and Administrative Expenses

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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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For the Year Ended December 31,

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Loan Facilitation Services. As our new business line, the revenue generated from loan facilitation services remained relatively stable at US$30.0 million for the nine months ended September 30, 2024 and US$30.4 million for the same period in 2025.

Our operating expenses increased by 65.9% from US$166.2 million for the nine months ended September 30, 2024 to US$275.7 million for the same period in 2025.

The Nine Months Year Ended September 30, December 31, 2025 Compared to The Nine Months Year Ended September 30, December 31, 2024 significantly increased from US$137.7 US$205.7 million for the nine months ended September 30, in 2024 to US$335.2 US$536.3 million for the same period in 2025, mainly attributable to the increase in our revenue from transaction-based services and loan financing services and transaction-based services, among others.

Transaction-based Services. Our revenue from transaction-based services significantly increased from US$52.8 US$79.2 million for the nine months ended September 30, in 2024 to US$112.6 US$167.3 million for the same period in 2025, mainly attributable to the rise in GTV on OPay platform from US$108.7 US$166.2 billion to US$228.9 US$358.0 billion between the nine months ended September 30, from 2024 and to 2025, which, in turn, was driven by (i) the expansion of user base driven by our continuous efforts to acquire new users. Specifically, DAUs on OPay app grew from 12.1 15.1 million to 19.7 22.7 million over the same period; (ii) our commitment to fostering deeper engagement with existing ones; and (iii) our continuous expanding and diversifying our merchant base.

Loan Financing Services. Our revenue from loan financing services significantly increased from US$47.4 US$71.5 million for the nine months ended September 30, in 2024 to US$155.2 US$260.3 million for the same period in 2025, mainly due to (i) the increase in the volume of new loans originated in our credit services under the self-operated model in Nigeria from US$157.4 US$243.9 million as of September 30, December 31, 2024 to US$572.3 US$938.3 million as of September 30, December 31, 2025, fueled by our organic growth of loan business in Nigeria, combined with (ii) the growth of the number of quarterly unique borrowers in Nigeria from 1.7 2.1 million as of September 30, December 31, 2024 to 4.5 4.6 million as of September 30, December 31, 2025 as we gained more recognition among local borrowers.

Loan Facilitation Services. As our new business line, the revenue generated from loan facilitation services increased by 29.1% from US$39.2 million in 2024 to US$50.6 million in 2025, primarily driven by our continuous improvement in platform user scale, credit conversion rate and repeat loan rate.

Interest Income from Short-Term Investments. Our interest income from short-term investments significantly increased from US$3.9 US$9.2 million for the nine months ended September 30, in 2024 to US$29.8 US$47.3 million for the same period in 2025, mainly attributable to the growth of our investment scale.

Others. Our other revenue increased by 99.5% 64.8% from US$3.6 US$6.6 million for the nine months ended September 30, in 2024 to US$7.2 US$10.9 million for the same period in 2025, mainly due to the increased sales performance of our POS terminals. By September 30, December 31, 2024 and September 30, December 31, 2025, the accumulative number of POS terminals we dispatched reached 0.6 0.7 million and 0.9 million, respectively.

Our operating expenses increased by 78.2% from US$240.8 million in 2024 to US$429.2 million in 2025.

Transaction-Based Expenses. Our transaction-based expenses decreased by 25.4% 20.2% from US$13.8 US$18.0 million for the nine months ended September 30, in 2024 to US$10.3 US$14.3 million for the same period in 2025, mainly due to lower channel costs with banks and other partners as a result of economies of scale resulting from increased transaction volume, as well as optimization of channel selection algorithms.

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Provision for Expected Credit Loss. Our provision for expected credit loss significantly increased from US$16.4 US$24.8 million for the nine months ended September 30, in 2024 to US$69.9 US$121.3 million for the same period in 2025, mainly due to the growth in new loans originated over the same periods from US$157.4 US$243.9 million to US$572.3 US$938.3 million.

Interest and Financial Expenses. Our interest and financial expenses significantly increased from US$4.0 US$6.2 million for the nine months ended September 30, in 2024 to US$11.1 US$21.5 million for the same period in 2025, mainly driven by the increase in the interest-bearing deposits and savings products of our users as our business scale expanded.

Technology and Development Expenses. Our technology and development expenses increased by 7.8% 19.5% from US$57.1 US$79.6 million for the nine months ended September 30, in 2024 to US$61.5 US$95.1 million for the same period in 2025, primarily due to increased expenses for the development, upgrading and innovation of our products and services, especially our payment services.

Selling and Marketing Expenses. Our selling and marketing expenses significantly increased from US$28.9 US$43.4 million for the nine months ended September 30, in 2024 to US$63.5 US$96.6 million for the same period in 2025, mainly due to our online marketing and promotion campaigns to attract user traffic, as well as our offline advertising activities.

General and Administrative Expenses. Our general and administrative expenses slightly increased from US$18.0 US$26.1 million for the nine months ended September 30, in 2024 to US$18.3 US$26.6 million for the same period in 2025, mainly due to the expansion of our business scale, which led to higher administrative demand.

Customer Support and Operations. Our expenses for customer support and operations increased by 96.3% 64.2% from US$10.9 US$16.7 million for the nine months ended September 30, in 2024 to US$21.4 US$27.5 million for the same period in 2025, primarily due to higher onboarding-related costs and increased expenses associated with customer support, including the hiring of additional customer support personnel.

Depreciation and Amortization. Our depreciation and amortization decreased by 69.4% 73.0% from US$12.7 US$16.6 million for the nine months ended September 30, in 2024 to US$3.9 US$4.5 million for the same period in 2025, mainly because the intangible assets in relation to our acquired assets had been fully amortized, resulting in a subsequently lower amortization amount.

Hardware Cost. Our hardware cost significantly increased from US$4.6 US$9.6 million for the nine months ended September 30, in 2024 to US$15.9 US$21.7 million for the same period in 2025, mainly due to the increase in our sales of POS terminals in association with our main business operations.

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result of the foregoing, our operating loss of US$28.5 US$35.1 million for the nine months ended September 30, in 2024 changed into operating income of US$59.5 US$107.1 million for the same period in 2025.

income decreased by 35.7% 16.9% from US$4.4 US$4.9 million for the nine months ended September 30, in 2024 to US$2.8 US$4.1 million for the same period in 2025, mainly due to the termination of our arrangement over deposit interest with certain banks.

expense increased by 72.0% 6.5% from US$1.4 US$1.9 million for the nine months ended September 30, in 2024 to US$2.4 US$2.0 million for the same period in 2025, mainly due to the increase in interest rates.

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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.

As of September 30, 2025, we did

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.

For the Nine Months ended

Our net foreign exchange loss of US$11.5 US$14.3 million for the nine months ended September 30, in 2024 changed into net foreign exchange gain of US$2.1 US$3.3 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.

Others, net, increased from US$0.7 million in 2024 to US$1.8 million in 2025.

of the foregoing, our net loss of US$50.8 million in 2024 changed into net income of US$72.5 million in 2025.

Liquidity and Capital Resources

Our principal sources of liquidity have been cash generated from financing activities and operating activities. As of September 30, December 31, 2025, we had cash and cash equivalents and short-term investments of US$463.6 US$684.8 million. Cash and cash equivalents primarily represent cash on hand, bank deposits and investments in financial products.

As of December 31, 2025, we did not have credit facilities provided by financial institutions.

As of December 31, 2025, our cash and cash equivalents and restricted cash totaled US$276.2 million, of which 30% was denominated in USD, 63% was denominated in NGN, 6% was denominated in IDR, and 1% was denominated in other currencies.

Based on our current

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. holders of our ordinary shares. 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.

In utilizing the proceeds that we expect to receive from

In utilizing the proceeds that we expect to receive from this offering, we may make additional capital contributions to our subsidiaries, establish new subsidiaries and make capital contributions to these new subsidiaries, make loans to these subsidiaries, or acquire new entities. Most of these uses are subject to regulations of relevant jurisdictions.

The following table sets forth a summary of our cash flows for the year/periods years indicated.

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Net cash provided by operating activities for the nine months ended September 30, 2024, was US$17.0 million. This amount was primarily attributable to the net loss of US$41.8 million, adjusted for non-cash expenses such as (i) provision for expected credit loss of US$16.4 million, (ii) depreciation and amortization of US$12.7 million, and (iii) unrealized foreign exchange loss of US$3.6 million. This amount was further adjusted by changes in assets and liabilities of US$26.1 million.

Effect of exchange rate changes on cash, cash equivalents, restricted cash and customer accounts (93,137 (112,109 (23,548 ) 44,704 Net increase (decrease) in cash, cash equivalents, restricted cash and customer accounts (46,359 ) 35,094 125,325 164,385 Cash, cash equivalents and restricted cash and customer accounts at the beginning of the period 284,302 year 284,302 409,627 Cash, cash equivalents, restricted cash and customer accounts at the end of the period year 409,627 237,943 444,721 574,012 Operating Activities Net cash provided by operating activities for the nine months ended September 30, in 2025, was US$73.6 US$152.2 million. This amount was primarily attributable to the net income of US$43.2 US$72.5 million, adjusted for non-cash expenses such as (i) provision for credit losses of US$69.9 US$121.3 million, (ii) inventory write-down depreciation and amortization of US$6.8 US$4.5 million, and (iii) depreciation and amortization inventory write-down of US$3.9 US$3.0 million. This amount was further adjusted by changes in assets and liabilities, primarily including (i) increase in loans and interest receivable of US$43.8 US$28.7 million, (ii) increase in prepaid expenses and other current assets of US$22.3 million, and (iii) increase in accounts receivable and contract assets, net, of US$16.2 million; partially offset by (i) increase in accounts payable and accrued liabilities of US$31.2 million and (ii) increase in operating lease liabilities of US$1.2 million.

Net cash provided by operating

Net cash provided by operating activities in 2024, was US$52.0 million. This amount was primarily attributable to the net loss of US$50.8 million, as adjusted for non-cash expenses such as (i) provision for credit losses of US$24.8 million, (ii) depreciation and amortization of US$16.6 million, and (iii) unrealized foreign exchange loss of US$6.2 million. This amount was further adjusted by changes in assets and liabilities, primarily including (i) increase in accrued liabilities and other current liabilities of US$55.8 million, (ii) decrease in interest receivable of US$4.1 million, and (iii) decrease in prepaid expenses and other current assets of US$2.2 million; partially offset by (i) increase in accounts receivable and contract assets, net, of US$3.2 million and (ii) increase in inventories of US$2.3 million.

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Net cash used in investing activities for the nine months ended September 30, in 2025, was US$297.7 US$506.7 million. This amount was primarily attributable to (i) origination of loans receivable of US$572.3 US$938.3 million, and (ii) purchase of short-term investments of US$362.9 million; partially offset by (i) repayments of loans receivable of US$418.5 million and (ii) proceeds from maturity of short-term investments of US$221.6 US$639.2 million;

Net cash used in investing activities for the nine months ended September 30, 2024, was US$78.3 million. This amount was primarily attributable to (i) origination of loans receivable of US$157.4 million, and (ii) purchase of short-term investments of US$85.1 million; partially offset by (i) repayments of loans receivable of US$120.9 US$695.4 million and (ii) proceeds from maturity of short-term investments of US$46.0 US$378.5 million.

Net cash used in investing activities in 2024 was US$157.2 million. This amount was primarily attributable to (i) origination of loans receivable of US$243.9 million, (ii) purchase of short-term investments of US$185.3 million, and (iii) purchase of property and equipment, net, of US$4.4 million; partially offset by (i) repayments of loans receivable of US$199.2 million, and (ii) proceeds from maturity of short-term investments of US$77.3 million.

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Net cash provided by financing activities for the nine months ended September 30, 2024, was US$127.0 million. This amount was primarily attributable to (i) net increase in interest-bearing deposits by customers of US$92.1 million, (ii) proceeds from preferred shareholders of US$10.0 million, and (iii) net increase in funds payable and amounts due to customers of US$55.8 million; partially offset by net increase in funds receivable of US$30.9 million.

Net cash provided by financing activities for the nine months ended September 30, in 2025 was US$282.7 US$474.2 million. This amount was primarily attributable to (i) net increase in interest-bearing deposited by customers of US$290.1 US$420.9 million and (ii) proceeds from preferred shareholders of US$60.5 US$100.0 million; partially offset by net decrease in funds payable and amounts due to customers of US$38.7 US$20.8 million.

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material cash requirements as of September 30, December 31, 2025 primarily included our capital expenditures and contractual obligations. We intend to fund our material cash requirements with our cash balance and proceeds from this offering.

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Industry 10 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.

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 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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By Monthly Active Users, OPay accounts for approximately 63.7% of active users across all financial applications.

By Monthly Active Users, OPay accounts for approximately 63.7% of active users across all financial applications, which represents the active users of OPay as a percentage of the total active users of the relevant app universe monitored by DataSparkle in Nigeria. DataSparkle is an independent third-party mobile application intelligence and monitoring platform, and the foregoing ranking of OPay was based on DataSparkle's app-level active user monitoring data, rather than OPay's internal transaction records.

This level of engagement translates into meaningful transaction scale: in 2024, OPay processed approximately 39% of total digital payment and transfer GTV in Nigeria, which represents OPay's total digital payment and transfer GTV as a percentage of the estimated size of the corresponding Nigeria market in 2024, according to Frost & Sullivan.

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In 2024, OPay is estimated to have accounted for approximately 22% of total digital loan disbursement value in Nigeria, which represents OPay's loan disbursement amount in Nigeria in 2024, based on OPay's internal lending records, divided by the estimated total digital lending market in Nigeria in the same year measured by disbursement amount, according to Frost & Sullivan, making us one of the largest contributors to the digital credit market.

Our Okash digital lending platform ranks first among all digital lending applications in Nigeria in 2025, with active users approximately 1.3 to 3.0 times those of the other four companies in the top five in the same year. The user multiple represents OKash's active users as compared with the active users of the second to fourth ranked applications within the relevant app category in Nigeria, based on the public data from DataSparkle.

We believe the combination

believe the combination of high user engagement, leading share of digital payment and transfer volumes and a scaled digital lending franchise positions us competitively within Nigeria's digital financial services landscape. At the same time, we expect competition to remain intense as existing players continue to invest and new entrants seek to capture opportunities in payments and credit.

A similar competitive landscape exists, and is expected to evolve, in OPay's other current and prospective markets. In these markets, OPay competes, or expects to compete, with a range of participants, including traditional banks, digital and challenger banks, mobile money operators, digital wallets, consumer and MSME lending platforms, and other FinTech providers offering overlapping payment, wallet, credit and related financial services. Competitive dynamics vary by market and are influenced by local regulatory frameworks, customer preferences and the pace of digital adoption, and competition is expected to remain intense as both incumbent financial institutions and new entrants continue to invest in digital financial services.

Business 73 changes

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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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OPay was the No.1 finance app with an 8.4% market

app with an 8.4% market share in Africa and Middle East in 2025, according to Frost & Sullivan. Over the coming decades, we aspire to serve billions of users and millions of merchants worldwide, while generating both jobs and economic opportunity.

Our 8.4% market share is measured by MAUs as a percentage of the total average monthly active users of all apps monitored by DataSparkle (an independent third-party mobile application intelligence and monitoring platform) in Africa and the Middle East. We believe this supports our leading market position in the app-based fintech sector because active user penetration is a relevant indicator of user reach, engagement and competitive scale for mobile application-based financial service providers.

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The following table sets forth the revenue

In the nine months ended

In addition to Nigeria, we operate

in addition to Nigeria, we operate in Indonesia, Egypt and Pakistan. In Indonesia, our current business is focused on loan facilitation. In Egypt, we currently provide merchant acquiring services, supported by partnerships with local financial institutions. In Pakistan, we offer merchant acquiring and consumer wallet services. Over time, we intend to expand our offerings in these markets, subject to regulatory requirements, market conditions and the evolution of our local partnerships.

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.

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. Between December 31, 2024 and December 31, 2025, our long-lived assets shifted from Indonesia to Nigeria. The decline in Indonesia's long-lived assets balance in 2025 was attributable to the full amortization of intangible assets with finite lives, and the increase in Nigeria's long-lived assets balance was due to capital expenditure to support business growth.

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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 expanding in emerging markets from payments into broader financial and lifestyle service offerings, seeking to build more comprehensive user ecosystems and support long-term value creation.

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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 US$358.0 billion.

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

Credit business expansion. Our loan origination volume in Nigeria grew from US$243.9 million during the full year 2024 to US$572.3 US$938.3 million during the nine months ended September 30, in 2025, supported by strong demand and improving credit quality. In addition, the total number of quarterly unique borrowers under our self-operated model in Nigeria increased to 4.5 4.6 million in the nine months ended September 30, 2025 from 2.1 million in 2024.

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For example, during the first quarter of 2023, amid changes in cash availability in Nigeria, our MAU doubled with no impact on our transaction success rate.

Our app is engineered to perform reliably across a wide range of Android devices commonly used in our markets, including entry-level smartphones, and our core user journeys are designed to complete reliably under unstable network conditions. 95.7% Over 99% of transactions initiated on OPay app were completed successfully on the first attempt in the third fourth quarter of 2025, which was well above the industry average success rate, according to Frost & Sullivan. The median end-to-end transaction time for majority of the transactions was approximately 1.0 second. Our platform architecture scales reliably to handle spikes in user onboarding and transaction volumes. For example, during the first quarter of 2023, amid changes in cash availability in Nigeria, our MAU doubled with no impact on our transaction success rate.

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We believe app-based fintech platforms represent a

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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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 22.7 million in the fourth quarter of 2025.

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organization is supported by a deep bench of engineering and risk talent, with team members drawn from leading technology and fintech platforms. Under the leadership of our Executive Chairman, Mr. James Zhou, We have maintained a long-term commitment to building innovative and secure digital finance solutions for underserved populations. We believe our ability to attract and retain high-caliber talent, alongside strong operating discipline, positions us to execute consistently as we expand.

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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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We have built a highly engaged user base, as

demonstrated by the penetration of users engaging with multiple use cases. For our Nigeria wallet business, in March 2026, approximately 70% of monthly MAUs used more than five use cases, and approximately 60% used more than six use cases. We also observed strong retention among highly engaged users. For our Nigeria wallet business, in March 2026, the retention rate for users who used more than five use cases was 96%, compared to 99% for users who used more than six use cases.

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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.

OPay Debit Card . We issued a total of 29.0 million OPay Debit Cards as of December 31, 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.

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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.

As of December 31, 2025, more than 32 million OPay users had subscribed to our savings products, with average balances of US$22. 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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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, March 2026, approximately 0.4 million and 0.5 0.7 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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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 US$167.3 million, or 33.6% 31.2% 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 US$47.3 million or 8.9%, 8.8%, 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 US$10.9 million, or 2.1% of our total revenue, in the nine months ended September 30, 2025.

We extend responsible, data-driven credit to individuals and small businesses, helping them manage liquidity, expand operations, and participate more fully in the digital economy. We operate Credit Services primarily in Nigeria and Indonesia, offering two three complementary categories of products, credit personal loans and credit payments. BNPL. Together, they provide users with flexible, data-driven access to liquidity for both personal and commercial needs.

Our credit loans are offered through two complementary models, self-operated and loan-facilitation. We primarily serve individual consumers and micro and small enterprises in Nigeria and Indonesia.

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Under the self-operated model, approved loans are disbursed

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.

Our effective cross-selling strategy has contributed to strong growth in penetration of Nigeria credit services among wallet users, with borrowers as percentage of wallet MAU increased from 1.7% in January 2024 to 5.5% in March 2026. We believe there remains substantial potential for further growth in the penetration.

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 personal 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 loans 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.

Our BNPL 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 loans and BNPL products are generally automatically deducted from the user's OPay wallet account when the relevant payment becomes due.

We have five risk tiers for borrowers of Nigeria credit services based on our internal risk evaluation criteria, with E being the highest risk tier and A being the lowest.

Our average NPL rate was 4.8% in 2024 and 4.6% in 2025.

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Loans facilitated through our Indonesia loan facilitation

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.

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Our BNPL product in Nigeria allows

product in Nigeria allows active users to access short-term credit for everyday purchases and bill payments directly within the OPay wallet. Consumers can make payments using a pre-approved credit line with a two-week billing cycle and a one-week repayment window. The product is currently interest-free, charging only a small service fee, and is designed to help users manage daily cash flow responsibly.

Credit Payment BNPL was newly launched in September 2025. In September Up to December 31, 2025, the transaction amount of Credit Payment BNPL was US$7,227, US$0.5 million, across 18,294 1 million 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.

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Merchant Lending Loans was launched in April 2025. For the

period from April 2025 to September 30, December 31, 2025, the aggregate loan disbursement amount of Merchant Lending Loans was US$6.29 US$21.1 million, across 2,881 seven thousand transactions, and revenue generated from this product was US$0.97 US$1.7 million. As a recently launched product, Merchant Loans 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.

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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% 2.7% in Nigeria as of the fourth quarter of 2025. 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.

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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% 79% in the nine months ended September 30, 2025, while the average time from application to disbursement decreased from 25 33 minutes in the fourth quarter of 2024 to 13 nine minutes over in the same period. fourth quarter of 2025. 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.

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We built our technology platform to

Complementing our digital infrastructure, our nationwide offline independent agent network is a critical distribution channel that extends OPay's reach to communities with limited access to traditional banking services. These independent agents play a key role in customer acquisition by facilitating account opening, OPay Debit Card issuance, POS device activation, and enabling users to deposit and withdraw cash from their OPay accounts. While these agents function independently, they are integral to building our customer base, driving adoption, and ensuring financial inclusion in underserved areas. As of September 30, 2025, we worked with over one million independent agents.

Serving emerging markets

Serving emerging markets at scale requires technology purpose-built for challenging operating conditions: intermittent connectivity, low-specification devices, high data costs, and populations new to digital finance. Traditional fintech architectures designed for developed markets can struggle to operate effectively in these environments. We engineered our platform from the ground up to turn these constraints into competitive advantages.

We built our technology platform to support high-frequency, everyday financial activity at national scale in emerging markets. From inception, our focus has been on reliability, scalability, and user experience in environments characterized by rapidly changing demand, uneven infrastructure, and low tolerance for service disruption. Our platform is designed to process large transaction volumes with high success rates, enable rapid product iteration, and deliver consistent performance for users and merchants as usage scales. During the fourth quarter of 2025, our platform supported approximately US$1.4 billion in average daily GTV.

Our technology is supported by hundreds of engineering, technology development and management talents, including individuals with prior experience at large-scale technology and fintech companies. This team applies production-grade engineering practices developed in large-scale, consumer-facing technology environments, with a focus on robust infrastructure, fault tolerance, and user-centric product design. This discipline has enabled us to scale our platform efficiently while maintaining service quality as transaction volumes and user activity increase.

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Our payments platform is built around a multi-cloud ledger and orchestration architecture designed to support real-time transaction processing, clearing, and reconciliation at scale. This architecture enables fast checkout, high transaction success rates, and reliable settlement for users and merchants, including during periods of elevated activity. Automated monitoring, failover, and rollback mechanisms are integrated across our systems to support continuous availability and accurate financial records.

Over 99% of transactions initiated on OPay app were completed successfully on the first attempt in the third fourth quarter of 2025, which was well above the industry average success rate, according to Frost & Sullivan. The median end-to-end transaction time for majority of transactions was approximately 1.0 second. We believe the scalability and resilience of our payments core support user trust, merchant adoption, and sustained transaction growth across our markets.

95.7% of transactions initiated on OPay app were completed successfully on the first attempt in the third quarter of 2025, which was well above the industry average success rate, according to Frost & Sullivan. The median end-to-end transaction time was approximately 1.0 second. We believe the scalability and resilience of our payments core support user trust, merchant adoption, and sustained transaction growth across our markets.

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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 credit products, our data-driven credit models enable rapid decisioning and 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% 79% in the nine months ended September 30, 2025, while the average time from application to disbursement decreased from 25 33 minutes in the fourth quarter of 2024 to 13 nine minutes over in the same period. fourth quarter of 2025.

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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.

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.

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OPay's customer service and support enhance the overall customer experience and drive long-term retention. By offering multiple touchpoints such as phone hotlines, dedicated merchant support, and online contact forms, OPay ensures that users can quickly resolve issues and feel confident in the platform, with an average inbound first resolution rate exceeding 90%. Beyond traditional support, OPay leverages technology to improve responsiveness and personalization, such as AI-driven chatbots providing instant answers, data analytics helping anticipate customer needs, and secure digital tools ensuring smooth transactions. Our customer satisfaction score consistently exceeds 80%, and our overall next-month user retention rate exceeds 85% in the nine months ended September 30, 2025.

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Our trademarks, domain names, copyrights, know-how, proprietary technologies and similar intellectual property are critical to our success, and we rely on trademark and trade secret law and confidentiality, invention assignment and non-compete agreements with our employees and others to protect our proprietary rights.

As of the date of this prospectus, we have 14 22 trademarks, and we are also the registered holder of nine domain names in Singapore.

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The competition in this sector will continue

continue to intensify, especially as fintech services become more ingrained in consumers' daily lives. See "Risk Factors — Risks Related to Our Business and Operations — We face intense and increasing competition in the fintech industry, and if we do not compete effectively, our competitive position and business results could be negatively impacted." Despite these competitive pressures, we believe that OPay's integrated platform, coupled with our deep user engagement, gives us a clear competitive edge. We have firmly established ourselves as a leading player in the fintech sector, and our broad suite of fintech services positions us as a highly attractive option for consumers. Our market scale, high user retention, and ongoing innovation in product offerings provide us with significant advantages in navigating this competitive landscape.

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Management 19 changes

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equity-based award plan and we plan to adopt an equity-based award plan after the completion of this offering.

2026 Equity Incentive Plan

Approval and Purpose. In April 2026, our board of directors approved the OPay 2026 Equity Incentive Plan, or the 2026 Plan, to attract, incentivize and retain eligible participants and further align their interests with those of our shareholders.

Reserve. The maximum aggregate number of ordinary shares that may be issued pursuant to, or subject to outstanding awards under, the 2026 Plan is 168,664,930 ordinary shares. In connection with the establishment of the 2026 Plan, we issued 168,664,930 ordinary shares to Bloom Haven Limited, a British Virgin Islands company, to hold such shares for the purposes of administering the 2026 Plan. Immediately following such issuance, we had 1,855,314,234 ordinary shares issued and outstanding. In connection with the establishment of the 2026 Plan, we also entered into a trust deed to establish a trust for the purposes of the 2026 Plan.

The shares issued to Bloom Haven Limited are expected to be used to satisfy awards granted under the 2026 Plan following our initial public offering in accordance with the terms of the 2026 Plan, the applicable award agreements and the trust arrangements. As of the date of this prospectus, no participant had been granted any award under the 2026 Plan.

Eligibility. Eligible participants under the 2026 Plan generally include employees, consultants and directors of our company and our affiliates, and any other individuals deemed eligible by the committee administering the plan.

Administration. The 2026 Plan is administered by a special committee designated by the board of the directors of the Company, which has broad authority to interpret the plan, select participants, grant awards, determine the terms of awards, prescribe the form of award agreements and adopt rules and procedures for the administration of the plan.

Awards . The 2026 Plan permits the grant of restricted share units, or RSUs, to eligible participants selected by the committee administering the plan. The committee determines the participants, the number of RSUs to be granted to each participant and the terms and conditions of each award.

Each award of RSUs will be evidenced by an award agreement, which will set forth, among other things, the number of RSUs granted, the applicable vesting conditions, the settlement terms and such other restrictions and conditions as the committee may determine.

and Settlement . Upon vesting, the committee may settle vested RSUs in ordinary shares or, to the extent provided in the applicable award agreement and permitted by applicable law, cash or a combination of both.

Ordinary shares reserved for issuance or delivery under the 2026 Plan are held by Bloom Haven Limited, and shares underlying vested awards may be transferred or delivered to participants in accordance with the terms of the applicable award agreement. Awards granted under the 2026 Plan confer only economic rights with respect to the underlying shares. Participants shall have no voting rights or other shareholder rights with respect to any shares held by Bloom Haven Limited for purposes of the 2026 Plan whether vested or not. Under the 2026 Plan, voting rights attaching to shares held in the trust are exercised by the trustee as instructed by a special committee designated by the board of directors of the Company.

Any transfer or sale of ordinary shares delivered

under the 2026 Plan will be subject to the terms of the applicable award agreement, applicable law and our internal securities trading policies.

Termination of Service . Unless otherwise provided in the applicable award agreement, unvested RSUs generally will be forfeited upon a participant's termination of employment or service. The committee may, however, determine in the applicable award agreement or otherwise that vesting, forfeiture or other restrictions will be waived or modified in specified circumstances.

Adjustments and Corporate Transactions. In the event of share splits, share consolidations, reclassifications, extraordinary dividends and similar events, appropriate adjustments may be made to the number and class of shares reserved under the 2026 Plan and to outstanding awards.

In addition, in the event of mergers, consolidations, sales of substantially all assets, liquidations, reverse takeovers or changes in control, the committee may take such actions with respect to outstanding awards as it considers appropriate in accordance with the terms of the 2026 Plan and the applicable award agreements.

Amendment, Term and Expiration. Our board of directors may amend, modify or terminate the 2026 Plan in accordance with its terms, subject to applicable law, applicable stock exchange rules and any shareholder approval requirements.

The 2026 Plan became effective upon

its approval by our board of directors and will expire on the tenth anniversary of its effective date, unless terminated earlier in accordance with its terms. No awards may be granted after that date, although awards then outstanding may continue in accordance with their terms.

Principal stockholders 14 changes

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The calculations in the table below are based on (i) 1,686,649,304 1,855,314,234 ordinary shares issued and outstanding on an as-converted basis as of the date of this prospectus , and (ii) ordinary shares issued and outstanding immediately after the completion of this offering, including ordinary shares to be sold by us in this offering in the form of ADSs, assuming that the underwriters do not exercise their option to purchase additional ADSs.

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Bloom Haven Limited (6)

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Softbank Entities (6) (7)

For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 1,686,649,304 1,855,314,234 ordinary shares, being the number of ordinary shares issued and outstanding on an as-converted basis as of the date of this prospectus, and (ii) the number of ordinary shares underlying share options held by such person or group that are exercisable within 60 days after the date of this prospectus.

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(1) Represents (i) 257,909,521 ordinary shares held by AFintronic Limited, a company incorporated in the British Virgin Islands, (ii) 44,948,631 Series Seed+ Preferred Shares and 92,410,549 Series C Preferred Shares held by Bright Holding Limited, a company incorporated in the Cayman Islands, and (iii) 31,058,025 ordinary shares, 69,962,470 Series Seed+ Preferred Shares, and 58,785,744 Series C Preferred Shares held by Opera Limited. AFintronic Limited and Bright Holding Limited are wholly owned by Mr. Zhou as the sole member of these entities, and Opera Limited is ultimately controlled by Mr. Zhou. As a result, the 32.9% 29.9% beneficial ownership reflected for Mr. Zhou in the above table represents shares deemed to be beneficially owned by him through the foregoing entities he owns or controls.

Furthermore, Mr. Zhou's total economic interest in our Company is 24.7%, 22.5%, after considering his actual economic interest in Opera Limited. The registered office of AFintronic Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The registered office of Bright Holding Limited is 2nd Floor, Strathvale House, 90 North Church Street, P.O. Box 1103, George Town, Grand Cayman KY1-1102, Cayman Islands. See note (5) below for the description of Opera Limited.

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(7) Represents (i) 30,979,575 Series B Preferred Shares and

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. See "Description of Share Capital — History of Securities Issuances" for a description of issuances of our ordinary shares and preferred shares.

(6) Represents 168,664,930 ordinary shares held by Bloom Haven Limited, a British Virgin Islands company, which holds such shares for the purposes of administering our 2026 Equity Incentive Plan pursuant to the trust arrangements established in connection therewith. These shares were issued by us and are expected to be used to satisfy awards granted under the plan following our initial public offering, subject to the terms of the 2026 Equity Incentive Plan, the applicable award agreements and the trust arrangements. Voting rights attaching to shares held in the trust are exercised by the trustee as instructed by a special committee designated by the board of directors of the Company.

(6) (7) Represents 123,214,065 Series C Preferred Shares held by SVF II Origin (DE) LLC. SoftBank Group Corp. ("SoftBank"), which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited ("SBGA") has been appointed as manager and is responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II Origin (DE) LLC ("SVF"). SVF is wholly owned by SVF II Investment Holdings (Subco) LLC, which is in turn wholly owned by SVF II Investment Holdings LLC, a co-investment vehicle in which SVF II Investment Holdings (Jersey) L.P., the preferred equity holder holds 81.64% of the total commitments. MASA USA LLC, the equity holder holds 3.17% of the total commitments and, SVF II Holdings (DE) LLC, the equity holder holds the remaining 15.19% of the total commitments in SVF II Investment Holdings LLC. SVF II Holdings (DE) LLC is the sole limited parter partner of SVF II Investment Holdings (Jersey) L.P.. SVF II Holdings (DE) LLC is wholly owned by SVF II Aggregator (Jersey) L.P., the sole limited partner of which is SoftBank Vision Fund II-2 L.P. which is managed by SBGA. . Alex Clavel, Yoshimitsu Goto and Navneet Govil are the directors of SBGA. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities referenced herein. Each of them disclaims any such beneficial ownership. The registered address of SVF II Origin (DE) LLC is 1521 Concord Pike, Suite 201, Wilmington, Delaware 19803.

(8) Represents (i) 30,979,575 Series B Preferred Shares and 12,744,200 Series C Preferred Shares held by Geometry Ventures Limited, a company incorporated under the laws of British Virgin Islands, (ii) 24,971,300 Series Seed Preferred Shares, 13,377,575 Series A preferred shares, 20,653,050 Series B preferred shares and 2,899,154 Series C Preferred Shares held by Quark Venture Limited, a company incorporated under the laws of British Virgin Islands, and (iii) 6,764,694 Series C Preferred Shares held by Sonorous Venture Ltd., a company incorporated under the laws of British Virgin Islands. Geometry Ventures Limited, Quark Venture Limited and Sonorous Venture Ltd. are collectively referred to as the SCC Entities, beneficially owned by Enlightenment Trust. Enlightenment Trust is a trust established under the laws of the Island of Jersey, of which Mr. Charlie Cao and his family members are the beneficiaries. The registered address of SCC Entities is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

(8) (9) Represents (i) 66,887,850 Series A Preferred Shares, 25,816,300 Series B Preferred Shares and 3,080,352 Series C Preferred Shares held by VIOLA RIDGE LIMITED, a business company incorporated under the laws of British Virgin Islands, and (ii) 16,053,075 Series Seed+ Preferred Shares held by DIVINE PROMINENT LIMITED, a business company incorporated under the laws of British Virgin Islands. Both VIOLA RIDGE LIMITED and DIVINE PROMINENT LIMITED are investment holding companies owned as to 94.61 % by IDG China Venture Capital Fund V L.P. and 5.39% by IDG China V Investors L.P. IDG China Venture Capital Fund V L.P. and IDG China V Investors L.P., both Cayman Islands exempted limited partnership, are venture capital funds with a primary purpose of making equity investments, mainly in seed and growth stage companies in China, focusing on companies in the information technology, media, healthcare, energy, clean technology and non-technology consumer businesses and services related industries, including, but not limited to, companies engaged in software, internet, telecom, media and managed healthcare business. The registered address of VIOLA RIDGE LIMITED and DIVINE PROMINENT LIMITED is Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

(9) (10) Represents (i) 37,456,925 Series Seed Preferred Shares held by HSG Seed I Holdco C, Ltd., (ii) 39,164,559 Preferred Shares held by HSG Venture VII Holdco G, Ltd., consisting of 20,066,350 Series A Preferred Shares, 18,071,425 Series B Preferred Shares and 1,026,784 Series C Preferred Shares, and (iii) 28,991,545 Series C Preferred Shares held by HSG Growth VI Holdco Q, Ltd. The foregoing entities are wholly owned by HongShan Capital Seed Fund I, L.P., HongShan Capital Venture Fund VII, L.P., and HongShan Capital Growth Fund VI, L.P., respectively. The general partners of these funds are HSG Seed Fund I Management, L.P., HSG Venture VII Management, L.P., and HSG Growth VI Management, L.P., whose general partner is HSG Holding Limited. HSG Holding Limited is wholly owned by SNP China Enterprises Limited, which is wholly owned by Mr. Neil Nanpeng Shen. The registered address of HSG Seed I Holdco C, Ltd., HSG Venture VII Holdco G, Ltd., and HSG Growth VI Holdco Q, Ltd. is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

To the knowledge of our Company, as of the date of this prospectus, a total of 123,214,065 Series C preferred shares are held by one record holder in the United States, representing 7.3% of total outstanding ordinary shares on an as-converted basis. None of our shareholders has informed us that it is affiliated with a member of Financial Industry Regulatory Authority, or FINRA. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. See "Description of Share Capital — History of Securities Issuances" for a description of issuances of our ordinary shares and preferred shares.

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, December 31, 2025.

Description of the securities 4 changes

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Shareholders Agreement

On April 29, 2026, in connection with the adoption of our 2026 Equity Incentive Plan and the establishment of the related trust arrangement, we issued 168,664,930 ordinary shares to Bloom Haven Limited, a British Virgin Islands company, which serves as the trust holding vehicle for purposes of the 2026 Equity Incentive Plan. The trust was established pursuant to a trust deed dated April 29, 2026 entered into between us and KASTLE LIMITED, a company incorporated in Hong Kong, as the original trustee.

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Demand Registration Rights. Holders of at least thirty

Demand Registration Rights. Holders of at least thirty percent of the then outstanding registrable securities may, at any time after the earlier of (i) December 31, 2027 or (ii) six months following the qualified initial public offering as defined under the sixth amended and restated shareholders' agreement, request in writing that we file a registration statement under the Securities Act to register at least twenty percent of the then outstanding registrable securities. Within ten business days after receiving such request, we must notify all other holders and use our best efforts to effect the requested registration, including the registrable securities of any holders who elect to participate by providing written notice within twenty days after receiving our notice, subject to certain limitations. We are not required to effect a demand registration if we have completed a registration pursuant to a demand or Form F-3 registration, or one in which holders had an opportunity to participate through piggyback rights, within the preceding six months. We are not obligated to effect more than two (2) demand registrations. We may defer a demand registration for up to ninety (90) days if our chief executive officer furnishes a certificate stating that such registration would be materially detrimental to us and our shareholders.

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Plan of distribution 29 changes

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In connection with the offering, the underwriters may purchase and sell ADSs in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A "covered short position" is a short position that is not greater than the amount of additional shares for which the underwriters' option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to cover the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase additional ADSs pursuant to the option described above. "Naked" short sales are any short sales that create a short position greater than the amount of additional ADSs for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock our ordinary shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of ADSs made by the underwriters in the open market prior to the completion of the offering.

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In the ordinary course of their various

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of us (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

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been taken in any jurisdiction (except in the United States) that would permit a public offering of the ADSs, or the possession, circulation or distribution of this prospectus or any other material relating to us or the ADSs in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with the ADSs may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable laws, rules and regulations of any such country or jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act. Any offer in Australia of the ADSs may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the ADSs without disclosure to investors under Chapter 6D of the Corporations Act. The ADSs applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring ADSs must observe such Australian on-sale restrictions. This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts, or NI 33-105, the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs or ordinary shares, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs or ordinary shares in the Cayman Islands.

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This prospectus is strictly for use of the person who has

This prospectus does not

This prospectus does not constitute a Prospectus Directive-compliant prospectus in accordance with the German Securities Prospectus Act ( Wertpapierprospektgesetz ) and does therefore not allow any public offering in the Federal Republic of Germany ("Germany") or any other Relevant Member State pursuant to § 17 and § 18 of the German Securities Prospectus Act. No action has been or will be taken in Germany that would permit a public offering of the ADSs, or distribution of a prospectus or any other offering material relating to the ADSs. In particular, no securities prospectus ( Wertpapierprospekt ) within the meaning of the German Securities Prospectus Act or any other applicable laws of Germany, has been or will be published within Germany, nor has this prospectus been filed with or approved by the German Federal Financial Supervisory Authority ( Bundesanstalt f r Finanzdienstleistungsaufsicht ) for publication within Germany.

Each underwriter will

underwriter will represent, agree and undertake, (i) that it has not offered, sold or delivered and will not offer, sell or deliver the ADSs within Germany other than in accordance with the German Securities Prospectus Act ( Wertpapierprospektgesetz ) and any other applicable laws in Germany governing the issue, sale and offering of ADSs, and (ii) that it will distribute in Germany any offering material relating to the ADSs only under circumstances that will result in compliance with the applicable rules and regulations of Germany.

This prospectus is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

4 unchanged paragraphs

The ADSs have not been and

The ADSs have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act and accordingly, have not been, directly or indirectly, offered or sold and will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the Financial Instruments and Exchange Law of Japan and the other applicable laws and regulations of Japan. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

3 unchanged paragraphs

The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

In the State of Qatar, the

(vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the securities is made by a holder of a Capital Markets Services License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

This prospectus has not been

This prospectus has not been and will not be circulated or distributed in the PRC, and the ADSs may not be offered or sold, and will not be offered or sold, directly or indirectly, to any resident of the PRC or to persons for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, the PRC does not include Taiwan and the Special Administrative Regions of Hong Kong and Macao.

Qatar, the offer contained herein is made on an exclusive basis to the specifically intended recipient thereof, upon that person's request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar Financial Center Regulatory Authority or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties in Qatar on a need to know basis for the purpose of evaluating the contained offer. Any distribution of this prospectus by the recipient to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.

19 unchanged paragraphs

not intended to constitute an offer or solicitation to purchase or invest in the ADSs. The ADSs may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the ADSs to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the ADSs constitutes a prospectus pursuant to the FinSA, and neither this prospectus nor any other offering or marketing material relating to the ADSs may be publicly distributed or otherwise made publicly available in Switzerland.

No "offer to the public" (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the "South African Companies Act")) in South Africa is being made in connection with the issue of the ADSs. Accordingly, this document does not, nor is it intended to, constitute a "registered prospectus" (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. Any issue or offering of the ADSs in South Africa constitutes an offer of the ADSs in South Africa for subscription or sale in South Africa only to persons who fall within the exemption from "offers to the public" set out in section 96(1)(a) of the South African Companies Act. Accordingly, this document must not be acted on or relied on by persons in South Africa who do not fall within section 96(1)(a) of the South African Companies Act (such persons being referred to as "SA Relevant Persons"). Any investment or investment activity to which this document relates is available in South Africa only to SA Relevant Persons and will be engaged in South Africa only with SA Relevant Persons. prospectus is not intended to constitute an offer or solicitation to purchase or invest in the ADSs. The ADSs may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the ADSs to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the ADSs constitutes a prospectus pursuant to the FinSA, and neither this prospectus nor any other offering or marketing material relating to the ADSs may be publicly distributed or otherwise made publicly available in Switzerland.

6 unchanged paragraphs

[In the case of any ADSs being offered to a financial intermediary as that term is used in Article 1(4) of the UK Prospectus Regulation, each financial intermediary will also be deemed to have represented, warranted and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public, other than their offer or resale in the United Kingdom to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.] the issuer, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and agreements. Notwithstanding the above, a person who is not a "qualified investor" and who has notified the underwriters of such fact in writing may, with the prior consent of the underwriters, be permitted to acquire ADSs in the offer.

For the purposes of this provision, the expression an "offer to the public" in relation to any ADSs in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase or subscribe for any ADSs, and the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Experts 3 changes

The consolidated financial statements of OPay Limited at December 31, 2025 and 2024, and for the year years then ended, appearing in this prospectus and registration statement have been audited by Ernst & Young Hua Ming LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The office of Ernst & Young Hua Ming LLP is located at 16th Floor,

at 16th Floor, Ernst & Young Tower, Oriental Plaza, No. 1 East Chang'an Avenue, Dong Cheng District, Beijing, China.

Index to Consolidated Financial Statements 9 changes

Consolidated Statement of Comprehensive Loss for the

Year Ended December 31, 2024

Consolidated Statement of Shareholders' Deficit for the

Year Ended December 31, 2024

Consolidated Statement of Cash Flows for the

Year Ended December 31, 2024

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheet Sheets as of December 31, 2024 and

Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024 and 2025 Consolidated Statements of Shareholders' Deficit for the Years Ended December 31, 2024 and 2025 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2025

Notes to the financial statements 57 changes

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of OPay Limited

Opinion on the Financial Statements

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2024 and September 30, 2025 F-38 – F-39 Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the Nine Months Ended September 30, 2024 and 2025 Unaudited Interim Condensed Consolidated Statements of Shareholders' Deficit for the Nine Months Ended September 30, 2024 and 2025 Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2025 Notes to the Unaudited Interim Condensed Consolidated Financial Statements F-43 – F-54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of OPay Limited Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet sheets of OPay Limited (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive (loss) income, shareholders' deficit and cash flows for the year years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the year years then ended, in conformity with U.S. generally accepted accounting principles.

These financial statements are the

statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Accordingly, we express no such opinion.

Our audit audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides audits provide a reasonable basis for our opinion.

1 unchanged paragraph

We have served as the Company's auditor since 2024.

Company's auditor since 2024.

1 unchanged paragraph

CONSOLIDATED BALANCE SHEET SHEETS

(Amounts in thousands of US dollar ("US$"), except for number of shares and per share data) Notes As of December 31, 2024 2025 US$ US$ ASSETS Current assets:

3 unchanged paragraphs

Accounts receivable and contract assets, net of allowance of US$877 and US$43 as of December 31, 2024 and 2025, respectively 10,397 29,024 Loans and interest receivable, net of allowance of US$15,012 and US$77,545 as of December 31, 2024 and 2025, respectively 41,234 196,096 Inventories 1,537 Prepaid expenses and other current assets 36,274 62,000 Total current assets 669,387 1,319,561 Non-current assets:

3 unchanged paragraphs

Current liabilities (including amounts of the VIE without recourse to the primary beneficiary of US$5,661 : and US$9,253 as of December 31, 2024 and 2025, respectively):

7 unchanged paragraphs

VIE without recourse to the primary beneficiary of US$4,174 : and US$6,201 as of December 31, 2024 and 2025, respectively):

6 unchanged paragraphs

CONSOLIDATED BALANCE SHEET (CONTINUED)

Series Seed redeemable convertible preferred shares (US$0.000004 par value per share;

62,428,225 shares authorized, issued and outstanding as of December 31, 2024) 7,286 Series Seed+ redeemable convertible preferred shares (US$0.000004 par value per share;

150,227,870 shares authorized, issued and outstanding as of December 31, 2024) 20,439 Series A redeemable convertible preferred shares (US$0.000004 par value per share;

169,895,125 shares authorized, issued and outstanding as of December 31, 2024) 36,773 Series B redeemable convertible preferred shares (US$0.000004 par value per share;

309,795,725 shares authorized, issued and outstanding as of December 31, 2024) 170,656 Series C redeemable convertible preferred shares (US$0.000004 par value per share;

501,220,974 shares authorized and issued, 419,078,264 shares outstanding as of December 31, 2024) 619,774 TOTAL MEZZANINE EQUITY 854,928 Shareholders' deficit:

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Amounts in thousands of US dollar ("US$"), except for number of shares and per share data) Notes As of December 31, 2024 2025 US$ US$ Mezzanine equity:

Series Seed redeemable convertible preferred shares (US$0.000004 par value per share; 62,428,225 shares authorized, issued and outstanding as of December 31, 2024 and 2025 ） 7,286 7,686 Series Seed+ redeemable convertible preferred shares (US$0.000004 par value per share; 150,227,870 shares authorized, issued and outstanding as of December 31, 2024 and 2025) 20,439 21,562 Series A redeemable convertible preferred shares (US$0.000004 par value per share; 169,895,125 shares authorized, issued and outstanding as of December 31, 2024 and 2025) 36,773 38,805 Series B redeemable convertible preferred shares (US$0.000004 par value per share; 309,795,725 shares authorized, issued and outstanding as of December 31, 2024 and 2025) 170,656 180,256 Series C redeemable convertible preferred shares (US$0.000004 par value per share; 501,220,974 shares authorized and issued, 419,078,264 shares outstanding as of December 31, 2024; 495,580,006 shares authorized, issued and outstanding as of December 31, 2025) 619,774 784,922 TOTAL MEZZANINE EQUITY 854,928 1,033,231 Shareholders' deficit:

Ordinary shares (US$0.000004 par value per share; 11,306,432,081 shares authorized, 498,722,353 shares issued and outstanding as of December 31, 2024; 11,312,073,049 shares authorized, 498,722,353 shares issued and outstanding as of December 31, 2025) Additional paid-in capital — — Accumulated other comprehensive income 27,254 17,946 Accumulated deficit (734,472 ) (751,473 ) TOTAL SHAREHOLDERS' DEFICIT (707,216 ) (733,525 ) TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT 841,542 1,487,098 The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Amounts in thousands of US dollar ("US$"), except for number of shares and per share data) Notes Year Years ended December 31, 2024 2025 US$ US$ Revenues:

13 unchanged paragraphs

Operating (loss) income

Foreign exchange (loss) gain, net

(Loss) income before income taxes

Less: Net income attributable to non-controlling interests

Net (loss) income attributable to OPay Limited

1 unchanged paragraph

Net loss attributable to ordinary shareholders of OPay Limited (104,073 (17,001 (0.21 (0.03 ) Weighted average number of shares:

Other comprehensive income (loss), net of tax of nil:

1 unchanged paragraph

Comprehensive (loss) income

Less: Comprehensive income attributable to non-controlling interests

Comprehensive (loss) income attributable to OPay Limited

1 unchanged paragraph

Comprehensive loss attributable to ordinary shareholders of OPay Limited (99,271 (26,309 ) The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT STATEMENTS OF SHAREHOLDERS' DEFICIT

(Amounts in thousands of US dollar ("US$"), except for number of shares and per share data) Attributable to OPay Limited Non-controlling interests Total shareholders' deficit Ordinary shares Additional paid in capital Accumulated other comprehensive income Accumulated deficit Non-controlling interests Total shareholders' deficit Number of shares Amount US$ US$ US$ US$ US$ US$ Balance as of January 1, 2024 498,722,353 — 22,452 (628,579 ) (156 ) (606,281 ) Net loss — — — — (50,977 ) (50,827 ) Other comprehensive income — — — 4,802 — — 4,802 Acquisition of non-controlling interests* — — — — — (1,820 ) (1,814 ) Accretion of preferred shares — — — — (53,096 ) — (53,096 ) Balance as of December 31, 2024 498,722,353 — 27,254 (734,472 ) — (707,216 ) Net income — — — — 72,470 — 72,470 Other comprehensive loss — — — (9,308 ) — — (9,308 ) Accretion of preferred shares — — — — (89,471 ) — (89,471 ) Balance as of December 31, 2025 498,722,353 — 17,946 (751,473 ) — (733,525 ) * In 2024, the Group acquired the remaining 0.79% equity interest of one subsidiary. The acquisition of the non-controlling interests by the Group was recognized as an equity transaction. The difference between the consideration transferred and the carrying amount of the non-controlling interests was recognized as an adjustment to accumulated deficit.

1 unchanged paragraph

CONSOLIDATED STATEMENT STATEMENTS OF CASH FLOWS

(Amounts in thousands of US dollar ("US$"), except for number of shares and per share data) Notes Year Years ended December 31, Notes 2024 2025 US$ US$ CASH FLOWS FROM OPERATING ACTIVITIES Adjustments to reconcile net (loss) income to net cash provided by operating activities:

1 unchanged paragraph

Provision for expected credit losses

Deferred tax (benefit) expense

Unrealized foreign exchange loss (gain)

5 unchanged paragraphs

Loans and interest receivable

2 unchanged paragraphs

Amounts due to related parties

11 unchanged paragraphs

Net increase change in funds payable and amounts due to customers

1 unchanged paragraph

Net decrease change in funds receivable

1 unchanged paragraph

Payments of deferred IPO costs

Repurchase of preferred shares

1 unchanged paragraph

Repayments of fixed rate notes

1 unchanged paragraph

Effect of exchange rate difference on cash, cash equivalents, restricted cash and customer accounts (93,137 ) 44,704 Net change in cash, cash equivalents, restricted cash and customer accounts 125,325 164,385 Cash, cash equivalents, restricted cash and customer accounts at the beginning of the year 284,302 409,627 Cash, cash equivalents, restricted cash and customer accounts at the end of the year 409,627 574,012 Supplemental disclosures of cash flow information:

Reconciliation of cash, cash equivalents, restricted cash and customer accounts Cash and cash equivalents 104,790 274,317 Restricted cash 2,146 1,915 Customer accounts 302,691 297,780 Total cash, cash equivalents, restricted cash and customer accounts shown in the statement statements of cash flows 409,627 574,012 The accompanying notes are an integral part of these the consolidated financial statements.

Note 1: ORGANIZATION 2 changes

1 unchanged paragraph

As of December 31, 2024, 2025, the Company's

1 unchanged paragraph

Date of establishment/

15 unchanged paragraphs

Note 1: ORGANIZATION (cont.) 1 change

10 unchanged paragraphs

In the opinion of the Company's legal counsel, (i) the ownership structure of the VIE is in compliance with existing Indonesia laws and regulations; (ii) each of the Contractual Arrangements are valid and legally binding, enforceable, and comply in fact and in good faith with the relevant Indonesian laws and regulations which currently prevails; OPay Limited

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 12 changes

1 unchanged paragraph

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information using accounting policies that are consistent with those used preparation of the Company's audited consolidated financial statements for the year ended December 31, 2024. Accordingly, these unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results and cash flows of the Company for each of the periods presented. The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2025. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2024.

Short-term investments

Short-term investments mainly include wealth management products issued by financial institutions and treasury bills issued by Central Bank of Nigeria, with maturities within one year. The Group classifies and accounts for investments in debt securities as "held-to-maturity", "trading" or "available-for-sale", whose classification determines the respective accounting methods stipulated by ASC 320, Investments-Debt Securities ("ASC 320").

Investments that the

Group has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and stated at amortized cost less allowance for credit losses. Interest income, including amortization of the premium and discount arising at acquisition, are included in earnings. During the nine months ended September 30, 2024 and 2025, the Group recorded interest income from its short-term investments of US$3,909 and US$29,825, respectively, in the unaudited interim condensed consolidated statements of comprehensive loss.

Accounts receivable and contract assets, net

and 5 more changes in the filing

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 6 changes

1 unchanged paragraph

2 unchanged paragraphs

and 6 more changes in the filing

Note 3: CONCENTRATION OF RISKS 5 changes

3 unchanged paragraphs

3 unchanged paragraphs

and 5 more changes in the filing

Note 3: CONCENTRATION OF RISKS (cont.) 13 changes

2 unchanged paragraphs

and 13 more changes in the filing

Note 4: LOANS AND INTEREST 6 changes

4 unchanged paragraphs

and 6 more changes in the filing

Note 4: LOANS AND INTEREST RECEIVABLE (cont.) 13 changes

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

and 13 more changes in the filing

Note 6: PROPERTY AND EQUIPMENT, NET 1 change

3 unchanged paragraphs

and 1 more change in the filing

Note 8: INTANGIBLE ASSETS 5 changes

1 unchanged paragraph

and 5 more changes in the filing

Note A: Related Parties 5 changes

3 unchanged paragraphs

and 5 more changes in the filing

Note 10: FAIR VALUE MEASUREMENTS 11 changes

8 unchanged paragraphs

and 11 more changes in the filing

Note 10: FAIR VALUE MEASUREMENTS (cont.) 5 changes

4 unchanged paragraphs

and 5 more changes in the filing

Note 12: REDEEMABLE CONVERTIBLE PREFERRED SHARES 17 changes

and 17 more changes in the filing

Note 12: REDEEMABLE CONVERTIBLE PREFERRED SHARES (cont.) 18 changes

and 18 more changes in the filing

Note 14: INCOME TAX 9 changes

1 unchanged paragraph

and 9 more changes in the filing

Note 14: INCOME TAX (cont.) 1 change

14 unchanged paragraphs

and 1 more change in the filing

Note 15: SEGMENT REPORTING 23 changes

and 23 more changes in the filing

Note 15: SEGMENT REPORTING (cont.) 22 changes

and 22 more changes in the filing

Note 16: LOSS PER SHARE 3 changes

1 unchanged paragraph

3 unchanged paragraphs

and 3 more changes in the filing

Note 17: RESTRICTED NET ASSETS 1 change

1 unchanged paragraph

and 1 more change in the filing

Note 17: RESTRICTED NET ASSETS (cont.) 4 changes

1 unchanged paragraph

1 unchanged paragraph

and 4 more changes in the filing

Note 18: SUBSEQUENT EVENTS 4 changes

and 4 more changes in the filing

Note 19: PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION 5 changes

1 unchanged paragraph

2 unchanged paragraphs

4 unchanged paragraphs

3 unchanged paragraphs

and 5 more changes in the filing

Note 19: PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (cont.) 104 changes

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

and 104 more changes in the filing

Recent Sales of Unregistered Securities 1 change

9 unchanged paragraphs

and 1 more change in the filing

Exhibits 1 change

2 unchanged paragraphs

13 unchanged paragraphs

and 1 more change in the filing