OPAY OPAY
OPAY: DRS filing (amended)
- Form
- DRS/A
- Filed
- Importance
- Routine
- Accession
- 0001193125-26-352462
Not explained yet; the original is on EDGAR.
DRS filing (amended)
What changed since the last draft
49 changes since the DRS/A filed May 1, 2026
Compared with the DRS/A 0001193125-26-201514, filed May 1, 2026.
Ticker reserved: OPAY
Ticker reserved now OPAY; the earlier draft had not stated.
From the filings
Now
We expect the initial public offering price will be between US$ and US$ per ADS. We have applied to list the ADSs representing our ordinary shares on the New York Stock Exchange, or NYSE under the symbol "OPAY." The closing of this offering is conditioned upon the final approval from the NYSE of our listing application.Underwriters changed (4 named)
The cover adds Standard Bank; drops J.P. Morgan.
From the filings
Before
J.P. Morgan, Citigroup, Deutsche Bank, CICCNow
Citigroup, Deutsche Bank, Standard Bank, CICCWe hold a substantial amount of cash and other passive assets, and the proceeds from this offering will…
However, based upon the estimated value of our assets, including goodwill, the nature and composition of our income and assets and the application of an exception applicable to certain banks engaged in the active…
From the filings
Now
We hold a substantial amount of cash and other passive assets, and the proceeds from this offering will increase the amount of cash we hold. However, based upon the estimated value of our assets, including goodwill, the nature and composition of our income and assets and the application of an exception applicable to certain banks engaged in the active conduct of a banking business (under which interest, income equivalent to interest and certain other types of income earned by such banks are treated as active for purposes of the PFIC rules) (the "active banking exception"), we do not believe that we were a PFIC for our taxable year ended December 31, 2025. Our determination of the value of our assets for our taxable year ended December 31, 2025 is the subject of management discretion and is based on a valuation method that is not based on publicly quoted values of our equity, and could be subject to challenge. And although we do not expect to be a PFIC for our current taxable year based on our conclusion that we qualify for the active banking exception and our expectations as to our market capitalization for purposes of valuing our non-passive assets, because of the extent to which the value of our non-passive assets will be determined by reference to our market capitalization, which may fluctuate based on the market price of our ADSs, there is a risk that we may be a PFIC for our current taxable year and future taxable years. A determination that we are not a PFIC relies on us qualifying for the active banking exception referenced above, which is the subject of Internal Revenue Service ("IRS") Notice 89-81, issued in 1989, and subsequently proposed Treasury Regulations from 1995 and proposed Treasury Regulations from 2021, each of which may generally be relied upon by taxpayers until they are withdrawn or final regulations are issued, and each of which generally applies to traditional banking business models that are similar to, but also differ from, our business…New period: six months ended June 30, 2026
This draft adds figures for the six months ended June 30, 2026.
From the filings
Now
Our weighted risk-adjusted NIM increased from 19.2% for the six months ended June 30, 2025 to 21.1% for the six months ended June 30, 2026.As of June 30, 2026, our cash and cash equivalents and restricted cash totaled US$387.8 million, of which…
Now "US$387.8 million", was "US$276.2 million".
From the filings
Before
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.Now
As of June 30, 2026, our cash and cash equivalents and restricted cash totaled US$387.8 million, of which 29% was denominated in USD, 65% was denominated in NGN, 5% was denominated in IDR, and 1% was denominated in other currencies.partially offset by (i) repayments of loans receivable of US$199.2 million, and (ii) proceeds from maturity…
Now "US$199.2 million", was "US$695.4 million".
From the filings
Before
partially offset by (i) repayments of loans receivable of US$695.4 million and (ii) proceeds from maturity of short-term investments of US$378.5 million.Now
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.In some cases, partners may also experience operational disruptions, liquidity constraints, or financial…
Adds "preliminary arrangements"; drops "We are subject to extensive, complex and evolving laws, rules and regulations, which are…".
From the filings
Before
In some cases, partners may also experience operational disruptions, liquidity constraints, or financial distress, which could delay or prevent the processing or settlement of transactions, disrupt the availability of our services, or require us to transition to alternative providers on short notice. We rely on key partnerships to offer a wide range of services including payments and Credit Services. If these partnerships were to end or be restricted, whether due to regulatory changes, competitive pressures, or shifts in business strategy, it could negatively impact our operations, financial condition, and growth trajectory. Additionally, if we are unable to onboard new partners in a timely manner or if we face delays in integration, our growth in services, particularly in emerging markets, could be hindered. Among others, our ability to source and deliver POS terminals depends on the stability and reliability of our supply chain. Any disruptions, such as delays in manufacturing, shipping, or availability of key components, could adversely affect our operations and customer satisfaction. Additionally, fluctuations in the geopolitical factors affecting supply chains may lead to increased costs or supply shortages, which could harm our business. acquisitions, or changes in market dynamics, which could disrupt or change the terms of our existing relationships. If our partners engage in such changes or choose to form exclusive or more favorable relationships with competitors, our business could be adversely affected. In some cases, partners may also face regulatory scrutiny, requiring us to adjust our operations or cease business with them. Any such disruptions in our partnerships may result in decreased service offerings, reduced customer satisfaction, and negative impacts on our financial results. We are subject to extensive, complex and evolving laws, rules and regulations, which are interpreted and enforced by various government authorities. regulatory regimes…Now
In some cases, partners may also experience operational disruptions, liquidity constraints, or financial distress, which could delay or prevent the processing or settlement of transactions, disrupt the availability of our services, or require us to transition to alternative providers on short notice. We rely on key partnerships to offer a wide range of services including payments and Credit Services. If these partnerships were to end or be restricted, whether due to regulatory changes, competitive pressures, or shifts in business strategy, it could negatively impact our operations, financial condition, and growth trajectory. Additionally, if we are unable to onboard new partners in a timely manner or if we face delays in integration, our growth in services, particularly in emerging markets, could be hindered. Among others, our ability to source and deliver POS terminals depends on the stability and reliability of our supply chain. Any disruptions, such as delays in manufacturing, shipping, or availability of key components, could adversely affect our operations and customer satisfaction. Additionally, fluctuations in the geopolitical factors affecting supply chains may lead to increased costs or supply shortages, which could harm our business. acquisitions, or changes in market dynamics, which could disrupt or change the terms of our existing relationships. If our partners engage in such changes or choose to form exclusive or more favorable relationships with competitors, our business could be adversely affected. In some cases, partners may also face regulatory scrutiny, requiring us to adjust our operations or cease business with them. Any such disruptions in our partnerships may result in decreased service offerings, reduced customer satisfaction, and negative impacts on our financial results. preliminary arrangements with strategic partners that are non-binding in whole or in part. However, we may not enter into definitive agreements contemplated by these…capital and, in the future, may require additional capital to pursue our business objectives.
Drops "We require substantial".
From the filings
Before
We require substantial capital and, in the future, may require additional capital to pursue our business objectives. Since our founding, we have raised substantial financing to support the growth of our business. Because we intend to continue to make investments to support the growth of our business, we may require additional capital to pursue our business objectives and growth strategy and respond to business opportunities, challenges or unforeseen circumstances, including introducing new solutions and services, further expanding internationally in existing or new countries or further improving existing offerings, enhancing our operating infrastructure and potentially acquiring complementary businesses and technologies. Additional funds may not be available when we need them, in amounts we need, or permitted to be applied to specific use cases, on terms that are acceptable to us or at all. Volatility in the credit markets may also have an adverse effect on our ability to obtain capital and funds. The cost of our financing activities may increase due to market volatility, changes in the risk premiums required by lenders or if traditional sources of capital are unavailable. Furthermore, if we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution. Volatility or depressed valuations or trading prices in the equity markets may similarly adversely affect our ability to obtain equity financing. There can be no assurance that we can obtain sufficient sources of external capital to support the growth of our business. Delays in doing so or failure to do so may require us to reduce loan originations or reduce our operations, which would harm our ability to pursue our business objectives as well as harm our business, operating results and financial condition.Now
capital and, in the future, may require additional capital to pursue our business objectives. substantial financing to support the growth of our business. Because we intend to continue to make investments to support the growth of our business, we may require additional capital to pursue our business objectives and growth strategy and respond to business opportunities, challenges or unforeseen circumstances, including introducing new solutions and services, further expanding internationally in existing or new countries or further improving existing offerings, enhancing our operating infrastructure and potentially acquiring complementary businesses and technologies. them, in amounts we need, or permitted to be applied to specific use cases, on terms that are acceptable to us or at all. Volatility in the credit markets may also have an adverse effect on our ability to obtain capital and funds. The cost of our financing activities may increase due to market volatility, changes in the risk premiums required by lenders or if traditional sources of capital are unavailable. Furthermore, if we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution. Volatility or depressed valuations or trading prices in the equity markets may similarly adversely affect our ability to obtain equity financing. There can be no assurance that we can obtain sufficient sources of external capital to support the growth of our business. Delays in doing so or failure to do so may require us to reduce loan originations or reduce our operations, which would harm our ability to pursue our business objectives as well as harm our business, operating results and financial condition.fail to make accurate credit underwriting, pricing or loss forecasting decisions, our business, financial…
Adds "Our Credit Services rely"; drops "If we".
From the filings
Before
If we fail to make accurate credit underwriting, pricing or loss forecasting decisions, our business, financial condition and results of operations could be materially and adversely affected. on data-driven credit underwriting, pricing and loss forecasting to assess users' creditworthiness, repayment capacity and overall risk profile under changing macroeconomic conditions. These processes involve significant judgment and are subject to inherent uncertainty. Our underwriting, pricing and loss forecasting models rely on historical data and assumptions that may not remain predictive, including due to changes in customer behavior, fraud patterns, product design, regulatory requirements or macroeconomic conditions. In our self-operated Credit Services business, inaccurate underwriting or pricing decisions, or errors in forecasting expected loss rates, could result in higher-than-anticipated delinquencies or defaults. If actual loss experience deviates materially from our assumptions, we may incur increased impairment charges, earnings volatility and adverse impacts on the fair value of our loan assets. In our loan facilitation model, inaccurate credit assessments may lead to higher-than-expected default rates on loans facilitated through our platform, which could harm our relationships with funding partners, damage our reputation or reduce transaction volumes. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations. relating to the acts of independent agents and their potential breach of agreements with us. Nigeria who support our offline customer acquisition and service activities, including facilitating account openings, OPay Debit Card issuance, activating POS devices, and enabling users to deposit and withdraw cash from their OPay accounts. To the extent that these independent agents fail to deliver satisfactory and efficient services for our users, our ability to provide convenient and integrated…Now
fail to make accurate credit underwriting, pricing or loss forecasting decisions, our business, financial condition and results of operations could be materially and adversely affected. Our Credit Services rely on data-driven credit underwriting, pricing and loss forecasting to assess users' creditworthiness, repayment capacity and overall risk profile under changing macroeconomic conditions. These processes involve significant judgment and are subject to inherent uncertainty. Our underwriting, pricing and loss forecasting models rely on historical data and assumptions that may not remain predictive, including due to changes in customer behavior, fraud patterns, product design, regulatory requirements or macroeconomic conditions. In our self-operated Credit Services business, inaccurate underwriting or pricing decisions, or errors in forecasting expected loss rates, could result in higher-than-anticipated delinquencies or defaults. If actual loss experience deviates materially from our assumptions, we may incur increased impairment charges, earnings volatility and adverse impacts on the fair value of our loan assets. In our loan facilitation model, inaccurate credit assessments may lead to higher-than-expected default rates on loans facilitated through our platform, which could harm our relationships with funding partners, damage our reputation or reduce transaction volumes. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.fraudulent, we may misjudge a user's qualification to receive a loan or use one of our products, and our…
Adds "We use a"; drops "If the information provided to us by users is incorrect or".
From the filings
Before
If the information provided to us by users is incorrect or fraudulent, we may misjudge a user's qualification to receive a loan or use one of our products, and our results of operations may be harmed. Our lending decisions are based partly on information provided to us by loan applicants or users. To the extent that these applicants provide information to us in a manner that we are unable to verify, our credit decisioning process may not accurately reflect the associated risk. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business and results of operations. comprehensive technology and risk management framework to analyze data to authenticate each applicant's identity and information. From time to time, however, there is a risk that these checks could fail, and fraud, which may be significant, may occur and go undetected. We may not be able to recoup loans made in connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, results of operations and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, which could negatively impact our results of operations, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs.Now
fraudulent, we may misjudge a user's qualification to receive a loan or use one of our products, and our results of operations may be harmed. Our lending decisions are based partly on information provided to us by loan applicants or users. To the extent that these applicants provide information to us in a manner that we are unable to verify, our credit decisioning process may not accurately reflect the associated risk. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business and results of operations. We use a comprehensive technology and risk management framework to analyze data to authenticate each applicant's identity and information. From time to time, however, there is a risk that these checks could fail, and fraud, which may be significant, may occur and go undetected. We may not be able to recoup loans made in connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, results of operations and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, which could negatively impact our results of operations, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs.We have incurred net losses and may incur net losses again in the future.
Adds "We have incurred"; drops "origination processes may give rise to greater risks than paper-based processes…".
From the filings
Before
net losses and may incur net losses again in the future. We have incurred net losses in the past, and there is no assurance that we will be able to maintain profitability on a consistent basis in the future. Among others, we expect to continue investing significantly in areas critical to our long-term growth, including the enhancement of our fintech services, development of new technologies, expansion of customer base, and the recruitment and retention of qualified personnel. These investments may not yield immediate or sufficient financial returns, and our expenses may increase faster than our revenues. In addition, we may continue to take strategic actions that, while necessary to support our competitive position, could adversely impact our short-term financial performance. As a result, we may continue to incur operating or net losses in future periods, and our ability to maintain profitability will depend on a variety of factors, many of which are beyond our control. origination processes may give rise to greater risks than paper-based processes. application information and distribute certain legally required notices to applicants for, and borrowers of, our Credit Services, and to obtain electronically signed loan documents in lieu of paper documents with ink signatures obtained in person. These processes may entail greater risks than paper-based loan origination processes, including regarding the sufficiency of notice for compliance with consumer protection laws, risks that borrowers may challenge the authenticity of loan documents, or the validity of the borrower's electronic signature on loan documents, and risks that unauthorized changes are made to the electronic loan documents. If any of those factors were to cause our loans, or any of the terms of our loans, to be unenforceable against the relevant borrowers, or impair our ability as master servicer or servicer to service our loans, the value of our loan assets would decrease significantly.Now
We have incurred net losses and may incur net losses again in the future. We have incurred net losses in the past, and there is no assurance that we will be able to maintain profitability on a consistent basis in the future. Among others, we expect to continue investing significantly in areas critical to our long-term growth, including the enhancement of our fintech services, development of new technologies, expansion of customer base, and the recruitment and retention of qualified personnel. These investments may not yield immediate or sufficient financial returns, and our expenses may increase faster than our revenues. In addition, we may continue to take strategic actions that, while necessary to support our competitive position, could adversely impact our short-term financial performance. As a result, we may continue to incur operating or net losses in future periods, and our ability to maintain profitability will depend on a variety of factors, many of which are beyond our control.Our risk management processes and procedures may not be effective.
Adds "Our risk"; drops "If our risk management framework does not effectively mitigate these risks, we could…".
From the filings
Before
management processes and procedures may not be effective. We have established risk management processes to identify, measure, monitor, and mitigate various risks such as credit risk, liquidity risk, operational risk, cybersecurity risk, and reputational risk. However, despite our efforts, there is no assurance that our risk management strategies will always be fully effective, especially in the face of unexpected challenges or changing market conditions. For instance, operational risks, such as human error or technology failure, are also present, and while we have implemented robust controls, there is always a possibility of failures that could disrupt our services. Cybersecurity remains another critical concern. Despite investments in security measures, the risk of cyberattacks and data breaches remains. Fluctuations in macroeconomic factors like interest rates, exchange rates, or inflation could impact our users' ability to repay loans, which may lead to higher default rates and increased credit losses. Additionally, our liquidity may be constrained if we are unable to secure sufficient capital, or if market conditions make financing more expensive. Lastly, reputational risk poses a significant challenge, as any negative perceptions, whether justified or not, could harm our user trust, regulatory relationships, and business growth. If our risk management framework does not effectively mitigate these risks, we could face significant losses and operational setbacks, which could materially affect our business and financial results.Now
Our risk management processes and procedures may not be effective. We have established risk management processes to identify, measure, monitor, and mitigate various risks such as credit risk, liquidity risk, operational risk, cybersecurity risk, and reputational risk. However, despite our efforts, there is no assurance that our risk management strategies will always be fully effective, especially in the face of unexpected challenges or changing market conditions. For instance, operational risks, such as human error or technology failure, are also present, and while we have implemented robust controls, there is always a possibility of failures that could disrupt our services. Cybersecurity remains another critical concern. Despite investments in security measures, the risk of cyberattacks and data breaches remains. Fluctuations in macroeconomic factors like interest rates, exchange rates, or inflation could impact our users' ability to repay loans, which may lead to higher default rates and increased credit losses. Additionally, our liquidity may be constrained if we are unable to secure sufficient capital, or if market conditions make financing more expensive. Lastly, reputational risk poses a significant challenge, as any negative perceptions, whether justified or not, could harm our user trust, regulatory relationships, and business growth.
and 37 more, in the redline below
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 6 changes
As confidentially submitted to the Securities and Exchange Commission on May 1,
August 14, 2026. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.
40 unchanged paragraphs
NYSE]/[Nasdaq Stock Market, or Nasdaq] under the symbol " ." The closing of this offering is conditioned upon the final approval from the [NYSE/Nasdaq] of our listing application.
Prior to this offering, there has been no public market for the ADSs. We expect the initial public offering price will be between US$ and US$ per ADS. We [intend to apply / have applied to list the ADSs representing our ordinary shares on the New York Stock Exchange, or NYSE under the symbol "OPAY." The closing of this offering is conditioned upon the final approval from the NYSE of our listing application.
6 unchanged paragraphs
We are an "emerging growth company" under the U.S. federal securities laws and will be subject to reduced public company reporting requirements. See "Summary – Implications of Being an Emerging Growth Company." Investing in the ADSs involves risks. See " Risk Factors " beginning on page 21 22 of this prospectus.
6 unchanged paragraphs
[ Page intentionally left blank for graphics ]
18 unchanged paragraphs
Prospectus summary 40 changes
8 unchanged paragraphs
OPay was the No.1 finance app
finance app with an 8.4% 7.3% market share in Africa and Middle East in 2025, based on DAU as of June 30, 2026, 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% 7.3% 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) DAU in Africa and the Middle East as of June 30, 2026. 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.
1 unchanged paragraph
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 and are exploring additional licenses to enable further growth in Egypt. 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.
1 unchanged paragraph
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.
In For the Year Ended December 31,
For the Six Months Ended June 30,
8 unchanged paragraphs
Many emerging markets worldwide have undergone a fundamental transformation in delivery and consumption of financial services. This transformation is driven by structural forces such as rapidly expanding youth population, rising urbanization, accelerating digitization of commerce, and continued advancement of technologies like AI. Africa is now the fastest-growing continent by population, with a median age of just 19.2. Smartphone Mobile internet penetration is expected to reach 67.4% by 2030, according to Frost & Sullivan. This unlocks unprecedented opportunities for inclusive growth.
24 unchanged paragraphs
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 2025, the total GTV enabled on OPay platform amounted to US$166.2 billion and 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 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$938.3 million during the 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 4.6 million in 2025 from 2.1 million in 2024.
Market leadership and user reach. . OPay was the No. 1 finance app with an 8.4% a 7.3% market share in Africa and Middle East in 2025, according to Frost & Sullivan. OPay was June 2026 and also among the top 5 apps No. 2 app across all categories in Nigeria, in 2025, according to Frost & Sullivan, based on DAU as of June 30, 2026.
Transaction scale and platform throughput. We processed
90.1 billion transactions, representing $558 billion GTV for the 12 months ending June 30, 2026. During the first half of 2026, our GTV grew 143% compared to the first half of 2025.
User base growth and engagement depth . We have the strongest engagement levels in the African fintech industry, according to Frost & Sullivan, with 54% of MAU also being Daily Active Users as of July 31, 2026. OPay had 50.1 million and 26.8 million MAU and DAU as that date. MAU has tripled from since reaching 16.6 million in the first quarter of 2024.
Credit business expansion . Our loan origination volume in Nigeria reached $1.56 billion during the 12 months ending June 30, 2026, with loan volume growing 204% during the first half of 2026 compared to the first half of 2025. We had 6.7 million total quarterly unique borrowers in Nigeria in the second quarter of 2026, which is more than 7 times the number of borrowers we had in the first quarter of 2024.
Industry recognition and regulatory acknowledgment . We received multiple industry recognitions, including "Fintech Company of the Year 2024" from Leadership Newspapers and "Most Innovative Fintech of the Year" from Vanguard News in 2025 and "Fintech Company of the Year 2024" from Leadership Newspapers. In 2024, the CBN awarded us the "IFIC Award for Financial Inclusion Innovation," recognizing our contribution to expanding digital financial access across underserved segments.
Our Competitive Strengths
We believe that the following competitive strengths contribute to our success and differentiate ourselves from our competitors:
14 unchanged paragraphs
An investment in the ADSs involves significant risks. OPay Limited is a Cayman Islands holding company that conducts all of its operations through its subsidiaries and the VIE through contractual arrangements. As a result, investors will not hold direct investments in the operating subsidiaries. Such structure involves unique risks to investors in the ADSs. Investors in the ADSs are not purchasing equity securities of our subsidiaries or the VIE that have substantive business operations but instead are purchasing equity securities of a Cayman Islands holding company.
29 unchanged paragraphs
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.
10 unchanged paragraphs
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.
6 unchanged paragraphs
Investors should contact us for any inquiries through
Our principal executive offices are located at 30 Raffles Place, #21-01, Singapore 048622. Our telephone number at this address is +65 66719049. Our registered office in the Cayman Islands is located at the office of Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands. Our agent for service of process in the United States is located at .
Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is . The information contained on our website is not a part of this prospectus.
Implications of Being an Emerging Growth Company
1 unchanged paragraph
We will remain an emerging growth company until
We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. See "Risk Factors — Risks Related to Our Business and Operations — If we fail to establish and maintain proper and 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 may decline."
1 unchanged paragraph
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.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt under the Exchange Act from, among other things, the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC and the rules prescribing the furnishing and content of proxy statements. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year and we intend to publish our results on a quarterly basis. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
In addition, as an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the [NYSE/Nasdaq] NYSE corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the [NYSE/Nasdaq] NYSE corporate governance listing standards.
We have obtained the approval of our board to pursue a secondary listing on the Nigerian Exchange Limited ("NGX") following the completion of our primary listing on the NYSE. The proposed secondary listing would be subject to market conditions and compliance with applicable Nigerian legal and regulatory requirements, including, but not limited to, the Investments and Securities Act, 2025, the Rules and Regulations of the Securities and Exchange Commission of Nigeria ("Nigerian SEC"), 2013, as amended, and the NGX Rulebook; the receipt of all necessary regulatory and other approvals; and the applicable trading, clearing, settlement, and other operational requirements where applicable.
Strategic Collaboration with
On August 14, 2026, OPay Digital Services Pte. Ltd., our wholly owned subsidiary, entered into a memorandum of understanding with Stanbic Africa Holdings Limited, a member of Standard Bank Group, to explore a potential strategic collaboration in relation to financial services and technology initiatives (the "Standard Bank Collaboration").
The parties intend initially to evaluate opportunities in Nigeria involving digital banking and the distribution of selected Standard Bank Group products and services through OPay's consumer and merchant platform. Other potential areas of collaboration include merchant acquiring, payments, lending, remittances and the co-development of new products and services. The parties also intend to explore extending the collaboration into additional African markets within Standard Bank Group's footprint. If implemented, we believe the collaboration could broaden the range of financial products available through OPay platform, deepen consumer and merchant engagement and create additional monetization opportunities across our ecosystem.
digital platform and distribution capabilities could, in turn, provide Standard Bank Group with an efficient channel to reach a broad base of consumers and merchants, including segments underserved by traditional banking channels. More broadly, combining OPay's consumer and merchant reach, distribution capabilities and technology with Standard Bank Group's banking infrastructure, product capabilities, regulatory expertise and local market knowledge could support differentiated financial services offerings and accelerate OPay's expansion into additional African markets.
The memorandum of understanding does
not obligate either party to implement any particular initiative. Any specific initiatives contemplated by the memorandum of understanding would be subject to separate definitive agreements and applicable internal and regulatory approvals.
Conventions which Apply to This Prospectus 1 change
13 unchanged paragraphs
"SEC" refers to the U.S. Securities and Exchange Commission;
3 unchanged paragraphs
The offering 4 changes
16 unchanged paragraphs
We intend to apply to list the ADSs representing our ordinary shares on the [NYSE/Nasdaq] NYSE under the symbol " ". "OPAY".
2 unchanged paragraphs
Payment and settlement
The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on , 2026.
We, our directors, executive officers and existing shareholders have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting" for more information.] Payment and settlement The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on , 2026.
4 unchanged paragraphs
Summary Consolidated Financial Data 32 changes
The following summary consolidated statements of net (loss) income data and summary consolidated cash flow statements for the years ended December 31, 2024 and 2025, and the summary consolidated balance sheets data as of December 31, 2024 and 2025, 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 six months ended June 30, 2025 and 2026, and the summary consolidated balance sheet data as of June 30, 2026, have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements.
2 unchanged paragraphs
For the Year Ended December 31,
The following table presents our summary consolidated statements of net (loss) income data for the years periods indicated.
For the Six Months Ended
14 unchanged paragraphs
For the Year Ended December 31,
For the Six Months Ended
5 unchanged paragraphs
For the Year Ended December 31,
Net (loss) income attributable to ordinary shareholder of the Company (104,073 (17,001 (5,878 ) 60,966 Net (loss) income per share attributable to ordinary shareholders:
Weighted average number of ordinary shares used in calculating net (loss) income per share:
Pro forma net (loss) income per share attributable to ordinary shareholders: (1) Basic and diluted (unaudited) (0.03 ) 0.04 0.05 Pro forma weighted-average ordinary shares outstanding: (1) Basic and diluted (unaudited) 1,692,290,272 1,686,649,304 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:
For the Six Months Ended
Net (loss) income attributable to the ordinary shareholders
1 unchanged paragraph
Numerator used for pro forma basic and diluted net (loss) income per share computation (50,977 ) 72,470 90,874 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:
2 unchanged paragraphs
Denominator used for pro forma basic and diluted net (loss) income per share computation (i) Represents the automatic conversion or redesignation of all issued preferred shares on a one-for-one basis, immediately prior to the completion of this offering.
16 unchanged paragraphs
The following table presents our summary consolidated cash flows for the years periods indicated.
For the Six Months Ended
3 unchanged paragraphs
Effect of exchange rate changes on cash, cash equivalents, restricted cash and customer accounts (93,137 ) 44,704 10,289 27,162 Net increase (decrease) in cash, cash equivalents, restricted cash and customer accounts 125,325 164,385 (36,264 ) 156,568 Cash, cash equivalents, restricted cash and customer accounts at the beginning of the year period 284,302 409,627 409,627 574,012 Cash, cash equivalents, restricted cash and customer accounts at the end of the year period 409,627 574,012 373,363 730,580 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.
1 unchanged paragraph
financial measures for the years periods indicated.
6 unchanged paragraphs
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.
The following table sets forth our key operating metrics for the respective periods.
As of/For the Six Months Ended
2 unchanged paragraphs
Total transaction count (4)
Annual average NPL ratio (6)
2 unchanged paragraphs
Monthly cost to serve is defined as the monthly average of the sum of transactional expenses, technology and development expenses and customer support and operations expenses divided by the average number of individual active customers during the a given period.
Total transaction count refers to the total number of all payment, transaction and loan transactions processed through our platform during a given period.
NPL ratio refers to gross loan receivables that are 90 days or more past due as a percentage of total gross loan receivables as of the end of a given period.
Annual average NPL ratio refers to annual average of quarterly 90 days past due gross loan receivables as a percentage of total gross loan receivables ratio for a given year.
In addition, we also monitor our customer
acquisition cost, which 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 a given period. In the second quarter of 2026, our CAC excluding Indonesia were US$2.0. Our Indonesia operations were excluded from the above metrics 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. Meanwhile, our monthly ARPU excluding Indonesia increased from US$0.6 in the first quarter of 2024 to US$1.7 in the second quarter.
Risk factors 181 changes
48 unchanged paragraphs
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 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:
33 unchanged paragraphs
We may enter into memoranda of understanding or other
preliminary arrangements with strategic partners that are non-binding in whole or in part. However, we may not enter into definitive agreements contemplated by these arrangements, obtain required approvals, successfully integrate our respective platforms or launch the contemplated products and services. Even if implemented, such collaborations may not achieve anticipated customer adoption, commercial benefits or market expansion. For example, our memorandum of understanding with Stanbic Africa Holdings Limited, a member of Standard Bank Group, does not obligate either party to implement any particular initiative, and any initiative will require definitive agreements and applicable internal and regulatory approvals.
1 unchanged paragraph
We are subject to various national and regional
We are subject to various national and regional regulatory regimes across various jurisdictions. The principal policy objectives of these regulatory regimes are to protect fintech services users and to prevent fraud, money laundering, and terrorist financing. Laws and regulations, among other things:
14 unchanged paragraphs
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 Buy Now, Pay Later ("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.
1 unchanged paragraph
We have developed a strong and trusted brand that has
We have developed a strong and trusted brand that has contributed significantly to the success of our business. We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our fintech services, retaining existing users on our OPay platform and expanding our user base.
1 unchanged paragraph
This could also have a negative impact on our reputation, potentially resulting in termination of contracts, our inability to attract new user or client relationships or the loss or termination of such employees' services. If we do not successfully maintain a strong and trusted brand, our business could be materially and adversely affected.
An increase in fraudulent activities
Any negative publicity relating to the individuals or entities that we employ or contract with or that otherwise represent our Company, including from reported or actual incidents or allegations of illegal or improper conduct, such as harassment, discrimination or other misconduct, as well as any negative publicity about our industry or our Company, the quality and reliability of our fintech services, our compliance and risk management processes, changes to our fintech services, our ability to effectively manage and resolve user complaints, our privacy, data protection and information security practices, litigation, regulatory licensing and infrastructure, and the experience of our users with our solutions or services, could result in significant media attention, even if not directly relating to or involving us. This could also have a negative impact on our reputation, potentially resulting in termination of contracts, our inability to attract new user or client relationships or the loss or termination of such employees' services. If we do not successfully maintain a strong and trusted brand, our business could be materially and adversely affected.
An increase in fraudulent activities could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of our fintech services.
3 unchanged paragraphs
We require substantial
We require substantial capital and, in the future, may require additional capital to pursue our business objectives.
Since our founding, we have raised
Since our founding, we have raised substantial financing to support the growth of our business. Because we intend to continue to make investments to support the growth of our business, we may require additional capital to pursue our business objectives and growth strategy and respond to business opportunities, challenges or unforeseen circumstances, including introducing new solutions and services, further expanding internationally in existing or new countries or further improving existing offerings, enhancing our operating infrastructure and potentially acquiring complementary businesses and technologies.
Additional funds may not be available when we need
Additional funds may not be available when we need them, in amounts we need, or permitted to be applied to specific use cases, on terms that are acceptable to us or at all. Volatility in the credit markets may also have an adverse effect on our ability to obtain capital and funds. The cost of our financing activities may increase due to market volatility, changes in the risk premiums required by lenders or if traditional sources of capital are unavailable. Furthermore, if we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution. Volatility or depressed valuations or trading prices in the equity markets may similarly adversely affect our ability to obtain equity financing.
7 unchanged paragraphs
Our Credit Services rely
If actual loss experience deviates materially from our assumptions, we may incur increased impairment charges, earnings volatility and adverse impacts on the fair value of our loan assets. In our loan facilitation model, inaccurate credit assessments may lead to higher-than-expected default rates on loans facilitated through our platform, which could harm our relationships with funding partners, damage our reputation or reduce transaction volumes. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.
Our business may be negatively affected due to risks
We work with independent agents in
We believe our success has depended, and continues to depend, on the efforts and talents of our senior management, who have significant experience in the fintech and technology industries, are responsible for our core competencies and would be difficult to replace. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. The loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially and adversely affected.
Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. The loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially and adversely affected.
If we fail to make accurate credit underwriting, pricing or loss forecasting decisions, our business, financial condition and results of operations could be materially and adversely affected.
Our Credit Services rely on data-driven credit underwriting, pricing and loss forecasting to assess users' creditworthiness, repayment capacity and overall risk profile under changing macroeconomic conditions. These processes involve significant judgment and are subject to inherent uncertainty. Our underwriting, pricing and loss forecasting models rely on historical data and assumptions that may not remain predictive, including due to changes in customer behavior, fraud patterns, product design, regulatory requirements or macroeconomic conditions. In our self-operated Credit Services business, inaccurate underwriting or pricing decisions, or errors in forecasting expected loss rates, could result in higher-than-anticipated delinquencies or defaults. If actual loss experience deviates materially from our assumptions, we may incur increased impairment charges, earnings volatility and adverse impacts on the fair value of our loan assets. In our loan facilitation model, inaccurate credit assessments may lead to higher-than-expected default rates on loans facilitated through our platform, which could harm our relationships with funding partners, damage our reputation or reduce transaction volumes. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.
Our business may be negatively affected due to risks relating to the acts of independent agents and their potential breach of agreements with us.
We work with independent agents in Nigeria who support our offline customer acquisition and service activities, including facilitating account openings, OPay Debit Card issuance, activating POS devices, and enabling users to deposit and withdraw cash from their OPay accounts. To the extent that these independent agents fail to deliver satisfactory and efficient services for our users, our ability to provide convenient and integrated fintech and/or microfinance banking services may be severely harmed. Any interruption to or discontinuation of our relationships with agents may severely and negatively impact our ability to continue growing our user base, and any occurrence of the circumstances mentioned above may have a material adverse effect on our business, financial condition and results of operations. In addition, we may not be successful in detecting any non-compliance of our agents with our agreements. We may be exposed to the risks of fraud or other misconduct committed by these agents. Fraud or other misconduct by these agents may involve engaging in unauthorized misrepresentation to our users, misappropriating third parties' intellectual property and other proprietary rights and engaging in bribery or other unlawful activities. In any such event, we could, as a result, be subject to claims brought by our users or third parties for fraud or other conduct committed by such agents, which could result in potentially substantial financial liability and diversion of our managerial and financial resources regardless of whether the claim has merit. In such event, our business, financial condition and results of operations may be adversely affected.
If the information provided to us by users is incorrect or
If the information provided to us by users is incorrect or fraudulent, we may misjudge a user's qualification to receive a loan or use one of our products, and our results of operations may be harmed.
1 unchanged paragraph
In addition, we may continue to take strategic actions that, while necessary to support our competitive position, could adversely impact our short-term financial performance. As a result, we may continue to incur operating or net losses in future periods, and our ability to maintain profitability will depend on a variety of factors, many of which are beyond our control.
Internet-based loans
We use Internet-based loan processes to obtain
application information and distribute certain legally required notices to applicants for, and borrowers of, our Credit Services, and to obtain electronically signed loan documents in lieu of paper documents with ink signatures obtained in person.
We use a comprehensive technology and risk management framework to analyze data to authenticate each applicant's identity and information. From time to time, however, there is a risk that these checks could fail, and fraud, which may be significant, may occur and go undetected. We may not be able to recoup loans made in connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, results of operations and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, which could negatively impact our results of operations, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs.
We have incurred net losses and may incur net losses again in the future.
We have incurred net losses in the past, and there is no assurance that we will be able to maintain profitability on a consistent basis in the future. Among others, we expect to continue investing significantly in areas critical to our long-term growth, including the enhancement of our fintech services, development of new technologies, expansion of customer base, and the recruitment and retention of qualified personnel. These investments may not yield immediate or sufficient financial returns, and our expenses may increase faster than our revenues. In addition, we may continue to take strategic actions that, while necessary to support our competitive position, could adversely impact our short-term financial performance. As a result, we may continue to incur operating or net losses in future periods, and our ability to maintain profitability will depend on a variety of factors, many of which are beyond our control.
Internet-based loans origination processes may give rise to greater risks than paper-based processes.
We use Internet-based loan processes to obtain application information and distribute certain legally required notices to applicants for, and borrowers of, our Credit Services, and to obtain electronically signed loan documents in lieu of paper documents with ink signatures obtained in person. These processes may entail greater risks than paper-based loan origination processes, including regarding the sufficiency of notice for compliance with consumer protection laws, risks that borrowers may challenge the authenticity of loan documents, or the validity of the borrower's electronic signature on loan documents, and risks that unauthorized changes are made to the electronic loan documents.
If any of those factors were to cause our loans, or any of the terms of our loans, to be unenforceable against the relevant borrowers, or impair our ability as master servicer or servicer to service our loans, the value of our loan assets would decrease significantly.
If loans originated through our OPay platform underperform, we may incur credit losses or face reduced access to external funding, which could materially and adversely affect our business.
1 unchanged paragraph
Our provisions for expected credit loss are based on current assessments and expectations concerning factors such as Nigeria's gross-domestic product, Nigeria's gross-domestic product per capita at purchasing power parity, Nigeria's current account balance and other considerations. As these factors are largely beyond our control and there is no infallible method for predicting credit losses, we cannot guarantee that our provisions for expected credit loss will be sufficient. If actual losses exceed our estimates, we may be required to increase our provisions, which could adversely affect our financial condition and results of operations.
3 unchanged paragraphs
Inaccurate credit assessments,
Inaccurate credit assessments, deficiencies in borrower screening, or an unexpected increase in borrower defaults could negatively affect the performance of loans facilitated through our platform. In addition, loans facilitated through our platform are generally supported by credit insurance arrangements provided by licensed third-party insurers. However, we cannot assure that such insurance arrangements will remain available on commercially reasonable terms, or at all. If credit insurance arrangements cannot be maintained, or if insurance providers fail to meet their obligations, lenders may become less willing to originate loans through our platform, which could adversely affect transaction volumes and our operating results. This is because insurance premiums are charged to borrowers and paid to insurance companies on the funding partners' behalf, and changes in such premiums may affect the amount of consideration attributable to our loan facilitation services. Under our loan facilitation model, poor loan performance may erode the confidence of our funding partners, leading them to reduce, suspend or terminate funding arrangements with us. In such cases, our ability to continue facilitating loans and generating income from such activities may be adversely affected if external funding becomes unavailable or more limited. We may face challenges in meeting the capital requirements and providing sufficient funding for our loan facilitation activities, which could negatively impact our growth prospects, operational performance, and overall financial condition. In addition, an increase in our loan tenure under loan facilitation model could lead to a rise in bad debts.
23 unchanged paragraphs
Litigation, regulatory actions and compliance
Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs, negative publicity, changes to our business model, and requirements resulting in increased expenses.
10 unchanged paragraphs
Our risk management processes and procedures may not be effective.
2 unchanged paragraphs
If we fail to establish and maintain proper and
If we fail to establish and maintain proper and 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 ordinary shares may decline.
1 unchanged paragraph
As defined in the standards established by the U.S.
Specifically, the material weaknesses
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 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.
1 unchanged paragraph
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 ordinary shares from the stock exchange on which it is listed and the inability of registered broker-dealers to make a market in our ordinary shares which would further reduce our stock price and could harm our business.
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 ordinary shares from the stock exchange on which it is listed and the inability of registered broker-dealers to make a market in our ordinary shares which would further reduce our stock price and could harm our business.
6 unchanged paragraphs
Our business is, to a certain extent, influenced
Our business is, to a certain extent, influenced by the growth, retention, and overall engagement of our merchant base. The strength of our merchant relationships is an important driver of transaction volumes and revenue generation. If we are unable to attract new merchants, expand existing relationships, or maintain merchant satisfaction, our operating performance and growth prospects could be negatively impacted.
We are also exposed to risks of user fraud and
also exposed to risks of user fraud and merchant default, particularly in circumstances where we are involved in settlement. Fraudulent transactions, chargebacks, or defaults by merchants may result in financial losses, reputational harm, and increased compliance or operational costs. We have implemented risk management, monitoring, and fraud prevention systems designed to reduce these exposures. However, such measures may not fully prevent losses, and residual risks could remain significant. Any of these factors, individually or in combination, could have a material adverse effect on our business, results of operations, and long-term prospects.
Our management has limited experience operating a public company.
experience operating a public company.
We have incurred and will continue to incur increased costs as a result of operating as a relatively new public company, and our management will continue to devote substantial time to new compliance initiatives. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC and [NYSE/Nasdaq]. NYSE. Our management and other personnel devote, and we expect will continue to devote a substantial amount of time to these compliance initiatives. For example, our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our shares could decline and we could be subject to sanctions or investigations by [NYSE/Nasdaq], NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources. Furthermore, new or changes to existing rules and regulations in the future may increase our legal and financial compliance costs and make some activities more time-consuming and costly, which would increase our net loss for the foreseeable future. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, the board committees or as executive officers. This challenge is exacerbated by the heightened personal liability, regulatory scrutiny, and time commitments associated with serving on the board or in senior management of a U.S.-listed public company, which may deter qualified individuals from accepting such roles, or require us to offer significantly higher compensation or liability protections to attract suitable candidates.
2 unchanged paragraphs
Third-party vendors are partially
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.
vendors are partially involved in our software and systems development, servicing systems, the timely transmission of information across our data communication network, and for other telecommunications, processing, remittance and technology related services in connection with our servicing or payment services businesses. If current vendors were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. If a service provider fails to provide the services required or expected or fails to meet applicable contractual or regulatory requirements such as service levels or compliance with applicable laws, the failure could negatively impact our business. Such a failure could also adversely affect the perception of the reliability of our networks and services and the quality of our brand, which could materially adversely affect our business and results of operations.
8 unchanged paragraphs
Our technologies and platform may
platform may become an attractive target for hacking and potentially vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. It is possible that we may not be able to anticipate or to implement effective preventive measures against all security breaches of these types, in which case there would be an increased risk of fraud or identity theft. Security breaches could occur from outside our Company, and also from the actions of persons inside our Company who may have authorized or unauthorized access to our technology systems. In addition, the software that we have developed to use in our daily operations is highly complex and may contain undetected technical errors that could cause our computer systems to fail. Additionally, if hackers were able to access our secure files, they might be able to gain access to the personal information of our users. If we are unable to prevent such activity, we may be subject to significant liability, negative publicity and a material loss of users, all of which may negatively affect our business.
We, our directors, officers, shareholders and employees may be subject to legal proceedings and regulatory actions, which could result in reputational harm and significant liabilities.
1 unchanged paragraph
Legal and regulatory proceedings may be costly, time-consuming and disruptive to our operations. We may be required to incur substantial legal expenses, divert management attention, or pay damages or settlements, regardless of the merits of such claims. In addition, adverse publicity arising from such proceedings, whether or not we are ultimately found liable, could harm our reputation, user trust and relationships with regulators and business partners.
5 unchanged paragraphs
Furthermore, the CSRC Filing Rules provide a negative list of types of issuers banned from listing overseas, the issuers' obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.
Risks Related to Doing Business in
The proposed secondary listing of our ordinary shares or of depositary receipts representing our ordinary shares on the NGX may not be completed, and if completed, our ordinary shares or depositary receipts listed on the NGX may not be fungible with or exchangeable into our ADSs listed on the NYSE, which could adversely affect liquidity and trading prices, unless appropriate cross-market arrangements are established.
The proposed secondary listing on the NGX would be
subject to the applicable legal and regulatory requirements and our receipt of all necessary approvals. There can be no assurance that the necessary approvals will be obtained, or that the proposed secondary listing will be completed within any anticipated time frame or at all. Unless and until appropriate cross-market arrangements are established, securities traded on the NGX may not be fungible with or exchangeable into our ADSs traded on the NYSE, which could limit investors' ability to transfer holdings between markets, fragment liquidity and result in price differences or increased volatility. Even if the proposed secondary listing is completed, and arrangements facilitating movement between the two markets are established, there can be no assurance that it will develop an active trading market or achieve the anticipated expansion of our investor base or improvement in liquidity.
There remain some uncertainties as to whether we will be required to obtain approvals from PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval.
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the "Trial Administrative Measures") and five supporting guidelines (collectively, the "CSRC Filing Rules"), which came into effect on March 31, 2023. According to the CSRC Filing Rules, an issuer will be required to go through the filing procedures under the CSRC Filing Rules if the following criteria are met at the same time: (a) 50% or more of the issuer's operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and (b) the main parts of the issuer's business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. The CSRC Filing Rules also stated that the determination of whether it is applicable to the issuer will be done in accordance with the principle of "substance over form", and that for issuers incorporated outside the PRC that do not meet criteria (a) and/or (b) in the preceding sentence, if the offering document includes major risk factors relating to mainland China, the lead underwriters and the issuer's PRC counsel will be required to consider and analyze, in accordance with the principle of "substance over form", whether the CSRC Filing Rules should apply. Furthermore, the CSRC Filing Rules provide a negative list of types of issuers banned from listing overseas, the issuers' obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.
As advised by our PRC Counsel, we are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the CSRC Filing Rules before ADSs can be listed or offered in the United States because (i) we did not generate any revenues within mainland China in 2025, being the most recent accounting year, and all of our operating assets are located outside of mainland China, (ii) our business activities are conducted outside mainland China, and our places of business are located outside mainland China, and (iii) our senior managers in charge of our business operation and management are predominantly non-PRC citizens or not domiciled in mainland China. Nevertheless, there remains uncertainty as to how the CSRC Filing Rules will be interpreted or implemented. We cannot assure you that whether we will be subject to such filing requirements for this contemplated offering and listing in the United States and our securities offering in the future, and if we do, we will be able to get clearance from the CSRC in a timely manner, or at all.
Since these rules, statements and regulatory actions are relatively new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. Changing regulatory requirements and any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer the ADSs, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations, and cause the ADSs to significantly decline in value or become worthless.
Our business is subject to the risks of natural
1 unchanged paragraph
2 unchanged paragraphs
1 unchanged paragraph
5 unchanged paragraphs
12 unchanged paragraphs
2 unchanged paragraphs
2 unchanged paragraphs
4 unchanged paragraphs
1 unchanged paragraph
4 unchanged paragraphs
2 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
2 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
5 unchanged paragraphs
1 unchanged paragraph
9 unchanged paragraphs
1 unchanged paragraph
9 unchanged paragraphs
11 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
2 unchanged paragraphs
and 101 more changes in the filing
Capitalization 2 changes
The following table sets forth our capitalization as of December 31, 2025: June 30, 2026:
1 unchanged paragraph
As of December 31, 2025
14 unchanged paragraphs
Dilution 7 changes
1 unchanged paragraph
Dilution is determined by subtracting net tangible book value per ordinary share as adjusted from the initial public offering price per ordinary share.
Our net tangible book value as of December 31, 2025 June 30, 2026 was
US$138 US$(837) million, or US$0.28 US$(0.50) per ordinary share and US$ per ADS. Net tangible book value represents the amount of our total consolidated assets, less intangible assets, goodwill, deferred IPO costs and the amount of our total consolidated liabilities and mezzanine equity. Dilution is determined by considering the effect of the automatic conversion of our issued and outstanding preferred shares and subtracting net tangible book value per ordinary share as adjusted from the initial public offering price per ordinary shares.
Without taking into account any other changes in such net tangible book value after December 31, 2025, June 30, 2026, 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 December 31, 2025 June 30, 2026 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:
1 unchanged paragraph
Net tangible book value as of December 31, 2025 June 30, 2026
Pro forma net tangible book value as of December 31, 2025 June 30, 2026 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 December 31, 2025, June 30, 2026, 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.
2 unchanged paragraphs
Our History and Corporate Structure 2 changes
21 unchanged paragraphs
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.
12 unchanged paragraphs
MD&A 121 changes
3 unchanged paragraphs
OPay was the No.1 No. 1 finance app with an 8.4% a 7.3% market share in Africa and Middle East and also the No. 2 app across all categories in 2025, Nigeria, according to Frost & Sullivan, based on DAU as of June 30, 2026. Over the coming decades, we aspire to serve billions of users and millions of merchants worldwide, while generating both jobs and economic opportunity.
1 unchanged paragraph
In addition to Nigeria, we operate
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 and are exploring additional licenses to enable further growth in Egypt. 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.
General Factors Affecting Our Results of Operations
12 unchanged paragraphs
Market Leadership in Digital Financial Services across Emerging Economies Our success is built on our established position as a leading digital financial platform in Nigeria. OPay was the No.1 No. 1 finance app with an 8.4% 7.3% market share in Africa and Middle East in 2025, according to Frost & Sullivan. In addition, OPay was one of and also the largest digital payments platforms No. 2 app across all categories in Nigeria in, 2024, according to Frost & Sullivan, based on DAU as of June 30, 2026.
OPay platform's ability to integrate digital financial services with an omnichannel approach enables us to serve a wide range of users, including those in regions with limited traditional banking infrastructure. By offering both online and offline payment options, we drive financial inclusion, empowering individuals and small businesses to access a full suite of essential financial services. Beyond our established presence in Nigeria, we continue to expand our footprint in other key emerging markets. such as Egypt, Indonesia, and Pakistan.
As digital adoption accelerates in these markets, we are strategically positioned to capture the growing complex demand for digital financial services, reinforcing our leadership in the rapidly expanding fintech landscape in emerging markets. Our continued innovation and user engagement ensure that we remain at the forefront of this evolution, delivering comprehensive solutions that meet the diverse needs of our users.
2 unchanged paragraphs
OPay has become integral to the daily
lives of our users, with a growing and diverse user base engaging across all service categories, including payments, savings and credit. Our rapid user base expansion is driven by the increasing demand for digital financial services in our markets.
OPay has become integral to the daily lives of our users, with a growing and diverse user base engaging across all service categories, including payments, savings and credit. Our rapid user base expansion is driven by the increasing demand for digital financial services in our markets. 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 2025, the total GTV enabled on OPay platform amounted to US$166.2 billion and US$358.0 billion. For the six months ended June 30, 2025 and 2026, the total GTV enabled on OPay platform amounted to US$139.3 billion and US$339.1 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 26.8 million in the fourth quarter as of 2025. In addition, the July 31, 2026, representing DAU/MAU ratio of our OPay app reached 57.8% in the fourth quarter of 2025, 54%, 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.
8 unchanged paragraphs
As transaction volume
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, and from the six months ended June 30, 2025 to the same period in 2026, 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.
2 unchanged paragraphs
We use the following
We use the following non-U.S. GAAP financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-U.S. GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past financial performance, facilitates period-to-period comparisons of results of operations, and assists in comparisons with other companies, many of which use similar financial information. We also believe that presentation of the non-U.S. GAAP financial measures provides useful information to our investors regarding our results of operations because it provides investors with greater transparency to the information used by our management in our financial and operational decision making so that investors can see through the eyes of our management regarding important financial metrics that our management uses to run the business as well as allowing investors to better understand our performance.
We define EBITDA as net (loss) income adjusted
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 years indicated.
financial measures for the periods indicated.
6 unchanged paragraphs
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,
Operating . The key operating metrics to evaluate our business are presented in the table below.
As of/For the Six Months Ended
2 unchanged paragraphs
Total transaction count (4)
Annual average NPL ratio (6)
1 unchanged paragraph
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, technology and development 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 a given period.
Total transaction count refers to the total number of all payment, transaction and loan transactions processed through our platform during a given period.
NPL ratio refers to gross loan receivables that are 90 days or more past due as a percentage of total gross loan receivables as of the end of a given period.
Annual average NPL ratio refers to annual average of quarterly 90 days past due gross loan receivables as a percentage of total gross loan receivables ratio for a given year.
We use the NPL ratio primarily as a lagging outcome
indicator to steer credit risk management at the portfolio level:
Trend Monitoring and Early Warning : We track NPL ratio by risk tier and product to identify emerging credit stress before it becomes systemic. A sustained upward trend in the NPL ratio for any segment triggers detailed reviews of our underwriting standards, portfolio mix, and the prevailing macroeconomic environment.
Portfolio Level Calibration Trigger : The NPL ratio serves as a hard boundary for our risk appetite. If predefined NPL thresholds are breached, our framework automatically triggers corrective actions, which may include tightening underwriting score cutoffs, reducing credit exposure to deteriorating segments or adjusting pricing.
Portfolio Mix and Limit Management : By analyzing the NPL ratio by risk segment, we manage the overall composition of our loan book. This analysis guides our dynamic credit limit allocation and borrower retention strategies, ensuring that lower-risk segments can grow at a faster rate, thereby managing the overall portfolio's risk profile even as absolute loan balances increase.
Collections Performance Benchmark : We monitor NPL formation rates (the rate at which loans flow into 90+ days past due status) as a primary measure of our collection effectiveness. An increase in this rate signals a need to review and adjust our collection segmentation, contact strategies, or provisioning levels.
Our NPL ratio decreased from 4.8% as of June 30, 2025 to 4.3% as of June 30, 2026. We observed an increase in NPL ratio in the last quarter of 2025 and first quarter of 2026, which primarily reflected a deliberate and temporary expansion of our risk appetite to increase loan size and tenor to certain borrowers as part of our overall strategy to drive loan volume growth across our portfolio. This short-term increase was anticipated and remained within our established overall risk appetite and management expectations. During the first half of 2026, there were two main contributors to the reduction of NPL ratio: tightened our risk appetite in consumer loans, a mix shift towards more merchant loans which have a lower risk profile. We plan to adjust risk levels over time to optimize business objectives; for example, in the past we have increased risk appetite during the Q4 holiday season, while keeping the overall NPL level within our established target range. We also expect movement in overall NPL ratio as our recently launched merchant loan product matures.
In addition, we monitor our customer acquisition cost, which 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 a given period. In the second quarter of 2026, our CAC excluding Indonesia were US$2.0. Our Indonesia operations were excluded from the above metrics 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. Meanwhile, our monthly ARPU excluding Indonesia increased from US$0.6 in the first quarter of 2024 to US$1.7 in the second quarter of 2026.
Moreover, we primarily use weighted risk-adjusted net interest margin ("weighted risk-adjusted NIM") to evaluate the yield performance of our loan financing services and other interest-earning assets. Weighted risk-adjusted NIM is calculated by dividing (i) loan financing and interest income, less interest and financial expenses and credit loss allowance recognized during the relevant period, by (ii) the average balance of sum of cash and cash equivalents, restricted cash, customer accounts, gross loans and interest receivables and short-term investments during the same period. This metric measures the profitability of our interest-earning assets after taking into account the related funding and credit costs.
Our weighted risk-adjusted NIM increased from 19.2% for the six months ended June 30, 2025 to 21.1% for the six months ended June 30, 2026. This was driven primarily by higher asset utilization within the interest earning asset base. A greater proportion of our balance sheet was deployed into higher yielding investment and lending assets, lifting the blended asset yield. This improvement in earning asset mix, combined with disciplined funding cost management, allowed the spread between asset yield and cost of funds to widen, resulting in the reported increase in NIM.
Revenue and income . We monitor revenue and income to evaluate our financial performance and identify trends across our operations. The following table sets forth the selective revenue, operating income and net income for the indicated quarters.
For the three months ended
Transaction-based services
Loan financing services
Loan facilitation services
Interest income from short-term investments
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$156.4 million, or 76.0%, and US$472.6 million, or 88.1%, and US$417.6 million, or 89.5%, of our total revenue in 2024, and 2025 and for the six months ended June 30, 2026, 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.
2 unchanged paragraphs
The following table sets forth a breakdown of our revenues, in absolute amounts and as percentages of total revenues, for the periods indicated.
revenues, in absolute amounts and as percentages of total revenues, for the periods indicated.
1 unchanged paragraph
For the Six Months Ended June 30,
14 unchanged paragraphs
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 19% as of December 31, 2024, and 21% as of 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 22% as of reinvestment. June 30, 2026.
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
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.
2 unchanged paragraphs
For the Year Ended December 31,
For the Six Months Ended June 30,
22 unchanged paragraphs
Customer support and operations consist primarily of personnel related expenses and costs incurred in the Group's customer operations centers, including call center, customer onboarding and compliance costs.
13 unchanged paragraphs
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.
3 unchanged paragraphs
For the Year Ended December 31,
For the Six Months Ended
13 unchanged paragraphs
For the Six Months Ended
3 unchanged paragraphs
The Six Months Ended June 30, 2026 Compared to The Six Months Ended June 30, 2025 significantly increased from US$197.5 million for the six months ended June 30, 2025 to US$467.1 million for the six months ended June 30, 2026, mainly attributable to the increase in our revenue from loan financing services and transaction-based services, among others.
Transaction-based Services. Our revenue from transaction-based services increased by 86.9% from US$69.9 million for the six months ended June 30, 2025 to US$130.6 million for the six months ended June 30, 2026, mainly attributable to the rise in GTV on OPay platform from US$139.3 billion to US$339.1 billion from the six months ended June 30, 2025 to the same period in 2026, 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 17.6 million to 25.8 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$88.1 million for the six months ended June 30, 2025 to US$236.1 million for the six months ended June 30, 2026, 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$305.1 million for the first half of 2025 to US$927.6 million for the first half of 2026, 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 3.5 million as of June 30, 2025 to 6.7 million as of June 30, 2026 as we gained more recognition among local borrowers.
Loan Facilitation Services. As our new business line, the revenue generated from loan facilitation services significantly increased from US$18.1 million for the six months ended June 30, 2025 to US$41.6 million for the six months ended June 30, 2026, 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$17.1 million for the six months ended June 30, 2025 to US$50.6 million for the six months ended June 30, 2026, mainly attributable to the growth of our investment scale.
Others. Our other revenue increased by 91.2% from US$4.3 million for the six months ended June 30, 2025 to US$8.2 million for the six months ended June 30, 2026, mainly due to the increased sales performance of our POS terminals. By June 30, 2025 and June 30, 2026, the accumulative number of POS terminals we dispatched reached 0.8 million and 1.3 million, respectively.
Our operating expenses significantly increased from US$161.7 million for the six months ended June 30, 2025 to US$335.8 million for the six months ended June 30, 2026.
Transaction-Based Expenses . Our transaction-based expenses remained relatively stable at US$7.3 million and US$7.3 million for the six months ended June 30, 2025 and 2026 despite the significant increase in our revenue from transaction-based services, 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. In particular, each payment channel is subject to its own fee structure, which may vary depending on the type and amount of the transaction. Our channel selection algorithms evaluate the applicable fee rates and cost characteristics across available channels and route each transaction through the channel that minimizes the overall transaction cost while maintaining a high transaction success rate. Accordingly, the channel selection algorithms have a direct impact on our transaction-based expenses. We continuously refine and enhance the algorithms' decision logic, including by incorporating updated fee schedules from existing payment channels and onboarding new payment channels, in order to improve routing efficiency and reduce transaction costs over time.
Provision for Expected Credit Loss . Our provision for expected credit loss significantly increased from US$38.1 million for the six months ended June 30, 2025 to US$118.4 million for the six months ended June 30, 2026, mainly due to the growth in new loans originated over the same periods from US$305.1 million to US$927.6 million.
Interest and Financial Expenses . Our interest and financial expenses significantly increased from US$7.4 million for the six months ended June 30, 2025 to US$19.4 million for the six months ended June 30, 2026, 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 50.4% from US$37.8 million for the six months ended June 30, 2025 to US$56.8 million for the six months ended June 30, 2026, 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$38.4 million for the six months ended June 30, 2025 to US$78.7 million for the six months ended June 30, 2026, 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 significantly increased from US$8.8 million for the six months ended June 30, 2025 to US$19.6 million for the six months ended June 30, 2026, 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 6.1% from US$14.3 million for the six months ended June 30, 2025 to US$15.2 million for the six months ended June 30, 2026, primarily due to the expansion of our customer base.
Depreciation and Amortization . Our depreciation and amortization decreased by 65.1% from US$2.9 million for the six months ended June 30, 2025 to US$1.0 million for the six months ended June 30, 2026, 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$6.7 million for the six months ended June 30, 2025 to US$19.5 million for the six months ended June 30, 2026, mainly due to the increase in our sales of POS terminals in association with our main business operations.
the foregoing, our operating income increased significantly from US$35.8 million for the six months ended June 30, 2025 to US$131.2 million for the six months ended June 30, 2026.
income increased by 77.3% from US$1.8 million for the six months ended June 30, 2025 to US$3.2 million for the six months ended June 30, 2026, mainly due to the increase in deposit placements during the period.
21 unchanged paragraphs
1 unchanged paragraph
2 unchanged paragraphs
3 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
3 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
8 unchanged paragraphs
1 unchanged paragraph
3 unchanged paragraphs
10 unchanged paragraphs
11 unchanged paragraphs
10 unchanged paragraphs
and 41 more changes in the filing
Industry 49 changes
1 unchanged paragraph
Africa, we operate in Nigeria and Egypt, Nigeria is our largest market today, and Egypt is one of our expansion markets. These countries represent two of continent's largest and most underpenetrated financial services opportunities. Nigeria's approximately 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.
Nigeria's approximately 238 million people and Egypt's roughly 108 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.
4 unchanged paragraphs
Between 2020 2021 and 2024, 2025, Nigeria's economy recovered from the pandemic-related contraction and returned to steady real GDP growth, reaching approximately 4.1% 4.0% in 2024. 2025. GDP per capita remained low at approximately US$1,084 US$1,223 in 2024, 2025, reflecting the scale of the population and persistent income constraints at the household level. This divergence between aggregate economic size and per-capita income highlights both the depth of financial exclusion and the need for low-cost, digital-first financial services capable of serving mass-market consumers and MSMEs at scale.
Egypt delivered real GDP growth of approximately 2.4% 4.4% in 2024. 2025. GDP per capita reached approximately US$3,570 US$3,379 in 2024, 2025, remaining below advanced-economy levels but materially higher than many regional peers. Egypt's macro profile reflects a large, diversified economy with increasing digital consumption and a growing base of consumers and small businesses capable of adopting formal financial services.
Across the 2020–2024 2021–2025 period, both Nigeria and Egypt,
outpaced Advanced Economies in aggregate real GDP growth (with the latter growing at a 1.8% 2.5% CAGR). While per-capita income levels remain constrained, faster economic growth combined with demographic expansion and rising digital adoption underpins sustained demand for digital payments, savings, and credit solutions.
Large, Young and Tech-savvy Populations
1 unchanged paragraph
This generational shift is one of the most important long-term drivers of digital banking adoption in our markets.
Of Nigeria's population between 15 and 65 years old in 2024, 2025, approximately 60% were under the age of 35. This digitally native cohort is mobile-first and predisposed to seeking out digital solutions rather than branch-based services. Their behavior drives demand for digital financial products and provides a deep user base for digital payments and credit over the coming decades.
In Egypt, demographic tailwinds are also supportive. A majority of the population is of working age, with a large and rising share of young adults entering the labor force and digital economy. Of Egypt's population between the ages of 15 and 65, approximately 56% comprised adults under the age of 35 in 2024. 2025. As incomes rise and smartphone adoption increases, these consumers gravitate toward digital tools for everyday needs, including financial management.
Across both markets, younger generations manage their daily activities through their phones, communication, social media, transport and commerce. They increasingly expect financial services to behave the same way: always available, intuitive and instant. This generational shift is one of the most important long-term drivers of digital banking adoption in our markets.
1 unchanged paragraph
Source: International Monetary Fund, World Bank, Frost & Sullivan Analysis and Estimates Figure 2: Population aged 15-65, Egypt in million Source: International Monetary Fund, World Bank, Frost & Sullivan Analysis and Estimates Expansion of Digital Infrastructure and Mobile Internet Growing internet and mobile penetration provide foundational infrastructure for digital financial services.
In Nigeria , internet penetration reached approximately 41.7% 44.0% in 2024, 2025, with 84.1% 84.9% of internet users accessing via mobile devices. By 2029E, 2030E, internet penetration is projected to reach approximately 53.5%, 55.8%, with total internet users of approximately 138.1 147.1 million and mobile users comprising roughly 88% 88.5% of the total. Mobile internet adoption is expected to grow faster than overall internet users at a CAGR of 8.2% 8.0% from 2024 2025 to 2029E. 2030E. Compounding this, under a longer perspective, the mobile internet users is projected to reach 187.6 million people by 2036, accounting for 91.7% of internet users in Nigeria.
In Egypt , internet users increased from 72.3 73.6 million in 2020 2021 to 78.2 79.5 million in 2024 2025 and are projected to reach 87.4 89.6 million by 2029, 2030, representing nearly 73.8% 74.5% of the population. The share of mobile internet users is expected to increase from 65.7% 67.9% to 80.3% 81.8% over the same period, with mobile internet adoption growing faster than overall internet use at a CAGR of 3.8% 4.0% from 2024 2025 to 2029E. 2030E.
Figure 3: Total Number of Internet and Mobile Internet Users, Nigeria; Million, 2020-2029E 2021-2030E Source: Frost & Sullivan Analysis and Estimates Figure 4: Total Number of Internet and Mobile Internet Users, Egypt; Million, 2020-2029E 2021-2030E Source: Frost & Sullivan Analysis and Estimates This shift removes the need for physical branches as the primary distribution model. Account opening, identity verification, payments, savings and loan applications can be executed on the customer's device. This reduces the marginal cost of serving a customer from branch-based to digital-only levels and enables profitable service of populations that were previously uneconomical to reach. These connectivity trends materially reduce distribution constraints and enable low-cost, national-scale delivery of digital payments, savings and lending.
4 unchanged paragraphs
However, an estimated 36% of adults – roughly 40 million people – remained outside the formal financial system, and another 26% are underserved, continuing to rely on informal lenders or saving cash at home. Debit card penetration was approximately 40.1% 42.0% in 2024, 2025, versus a global average of approximately 58.4%, 60.0%, and credit card penetration was approximately 1.9%, 2.0%, compared with a global average of 27.5%. 28.2%.
In Egypt , structural gaps are similar. Debit card penetration was approximately 27.2% 29.1% in 2024, 2025, and credit card penetration was approximately 3.2%, 3.3%, significantly below global averages. A large population has limited access to transaction accounts and almost no access to unsecured credit from formal institutions.
1 unchanged paragraph
Gaps in formal financial access are even more pronounced for MSMEs. In Nigeria, approximately 42.7 million MSMEs contribute roughly 46% 48% of GDP and 84% of employment, yet approximately 89% operate informally. Despite their significant economic role, the majority of these enterprises remain disconnected from formal financial systems: only 11% of businesses operating within the informal economy are estimated to utilize traditional banks for savings, only 12% secure credit and over 50% prefer using cash.
4 unchanged paragraphs
Branch and ATM networks remain sparse: as of 2024, 2025, commercial bank branch density in Nigeria and Egypt was approximately 4.3 and 6.3 branches per 100,000 adults respectively, compared with a global average of 12.4. 12.6. Credit decisioning is often collateral-based, manual and paper-intensive, with long turnaround times that do not match the liquidity needs of mass-market consumers and MSMEs.
In both markets, customer satisfaction surveys highlight
In both markets, customer satisfaction surveys highlight pain points such as unexpected or opaque fees, perceived unaffordability, transaction delays, platform outages and weak customer support, with over 30% of traditional financial services users citing unexpected fees and nearly 40% considering fees unaffordable.
12 unchanged paragraphs
Figure 8: Market Size for Non-cash Payment and Transfer,
Nigeria, in USD Billion
Figure 8: Market Size for Non-cash Payment and Transfer, Nigeria, in USD Billion Source: Central Bank of Nigeria, Frost & Sullivan Analysis and Estimates Figure 9: Market Size for Digital Payment and Transfer, Nigeria, in USD Billion Source: Central Bank of Nigeria, Nigeria Inter-Bank Settlement System, Frost & Sullivan Analysis and Estimates In Egypt, POS-led digital payments are the primary non-cash channel and the physical manifestation of the cash-to-digital transition. The number of POS terminals has increased rapidly, supported by government subsidies and mandates encouraging merchants, including small retailers, to accept electronic payments. Despite this growth, POS density remains below more developed markets, indicating substantial headroom for expansion. The country also remains heavily cash-based, particularly outside large urban centers, meaning each new POS terminal has the potential to capture a significant share of local cash flows.
4 unchanged paragraphs
Personal and Digital Lending Opportunity
1 unchanged paragraph
Driven by ongoing financial inclusion initiatives and continued technological advancements in credit assessment and risk management, Nigeria's personal lending market is expected to sustain a strong growth trajectory. Measured by outstanding loan balance, the personal lending market expanded from approximately USD2.3 US$2.6 billion in 2020 2021 to approximately USD5.1 US$4.2 billion in 2024, 2025, representing an impressive CAGR of approximately 22.6% 13.2% over the period. This robust expansion reflects structurally strong demand for consumer credit, supported by a large and growing population, rising urbanization, and increasing reliance on short-term financing to manage household cash flow amid income volatility and inflationary pressures.
Digital personal loans are a
a rapidly growing segment of loans with similar economics and use cases to personal loans, but are originated and disbursed through mobile apps and wallets with automated decisioning and faster turnaround times. Digital lenders typically rely on alternative data sources such as transaction histories, payment behavior and other behavioral signals, rather than solely on traditional collateral and credit histories, which can enable them to serve a broader range of borrowers.
1 unchanged paragraph
Figure 11: Market Size for Consumption Loans, Nigeria, in USD Billion
9 unchanged paragraphs
Indonesia had a population of approximately 284 286 million in 2024, 2025, a youthful demographic profile (with approximately 69-70% of the population aged between 15 and 65), and a predominantly mobile-first consumer base. Internet penetration exceeds 65%, 70%, with nearly all users accessing services via mobile devices, creating a mobile-centric digital ecosystem well suited to app-based financial services.
digital economy has expanded rapidly, growing at a compound annual growth rate of approximately 19% 14% between 2020 2021 and 2024 2025 and is projected to grow at approximately 17% 16% between 2024 2025 and 2029. 2030. Despite this momentum, the digital economy accounted for only approximately 6% 7% of GDP in 2024, 2025, indicating substantial headroom for further digitalization across commerce, payments and financial services.
1 unchanged paragraph
Against this backdrop, Pakistan's payments
The State Bank of Pakistan has underpinned this
Pakistan's instant payment system, Raast, processed nearly half a billion transactions in FY24, more than tripling year-on-year.
Against this backdrop, digital payments adoption has accelerated materially and is reshaping transaction behavior across both online and offline channels. More than 50% of SMEs now accept digital payments, while the cash share of point-of-sale transaction value has declined to approximately 38% 36% in 2024, 2025, from approximately 82% in 2014, and represents only approximately 11% 13% of e-commerce transaction value. Reflecting this shift, e-commerce transaction value is estimated to grow from approximately US$43 US$84 billion in 2024 2025 to approximately US$90 US$136 billion by 2030, while in-store point-of-sale payment transaction value is expected to increase from approximately US$668 US$270 billion to approximately US$894 US$337 billion over the same period.
By contrast, credit card penetration remains structurally low, accounting for only approximately 6-7% 5-7% of combined e-commerce and point-of-sale transaction value. This imbalance between rapidly scaling digital payments and limited card-based credit penetration positions payments as the primary entry point for the broader adoption of digital wallets, transaction accounts and adjacent financial products, including working capital and consumer credit. Ongoing regulatory initiatives to formalize digital payments, expand e-money usage and enable licensed fintech participation further reinforce this payments-led pathway to deeper financial services adoption.
Pakistan is a near-term scaling market for OPay and represents a large, structurally underpenetrated financial services opportunity in South Asia. The country has a population of approximately 251 256 million, with a youthful demographic profile and a majority of the population of working age, supporting long-term growth in consumer demand and transaction activity.
Historically, formal
Historically, formal financial services penetration in Pakistan has remained limited outside traditional banking channels, with large segments of consumers and micro, small and medium-sized enterprises relying on cash and informal mechanisms for everyday transactions. This underpenetration reflects legacy infrastructure and distribution constraints rather than a lack of underlying economic activity or demand for financial services.
Against this backdrop, Pakistan's payments ecosystem has entered a period of accelerated, policy-led digitization. During 2024, 2025, retail payment volumes increased by approximately 35% 38% year-on-year to 6.4 9.1 billion transactions, while retail payment value rose by approximately 35% 12% to over US$2 trillion. Digital payments now account for approximately 84% 88% of retail payment volumes, up from 76% 84% in the prior year, reflecting a rapid structural shift away from cash-based transactions.
Digital payment adoption has been driven by strong growth across mobile banking, branchless banking and digital wallets. In FY24, FY25, mobile and internet banking transactions increased by more than 60% 61% by volume, while branchless banking mobile wallet transactions grew to approximately 2.7 4.2 billion transactions, with transaction value more than doubling year-on-year to approximately US$32 US$51 billion. Digital wallet usage expanded rapidly, with the number of digital wallet users increasing by approximately 85% 57% year-on-year, albeit from a relatively low base.
The State Bank of Pakistan has underpinned this shift through national payments infrastructure and regulatory frameworks designed to promote interoperability, reduce reliance on cash and support participation by non-bank financial service providers. Pakistan's instant payment system, Raast, processed nearly 1.3 billion transactions in FY25, more than doubling year-on-year.
By contrast, card-based credit penetration remains structurally low. Credit cards represent only a small fraction of total payment instruments in circulation, and account for a limited share of retail and e-commerce transaction volumes relative to wallets and account-based payments. In e-commerce specifically, approximately 87% 93% of digital transactions by volume are initiated via digital wallets or accounts, with only approximately 13% 7% conducted via payment cards, highlighting a pronounced gap between payments adoption and formal consumer credit usage.
4 unchanged paragraphs
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.
By Monthly Active Users, OPay accounts for approximately 63.7% 61.9% 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 2025, OPay is the largest processor of digital payment and transfer in Nigeria by GTV, according to Frost & Sullivan.
Furthermore, OPay ranks as the 4 5 th highest-ranked app overall in Nigeria by Weekly Active Users, notably being the sole financial application to break into the Top -5 overall ranking.
1 unchanged paragraph
In 2024, 2025, OPay is estimated to have accounted for approximately 22% 57.4% of total digital loan disbursement value in Nigeria, which represents OPay's loan disbursement amount in Nigeria in 2024, 2025, 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 1.2 to 3.0 4.4 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.
3 unchanged paragraphs
Business 100 changes
7 unchanged paragraphs
OPay was the No.1 finance
finance app with an 8.4% a 7.3% market share in Africa and Middle East and also the No. 2 app across all categories in 2025, Nigeria, according to Frost & Sullivan, based on DAU as of June 30, 2026. 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% 7.3% 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) DAU in Africa and the Middle East as of June 30, 2026. 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.
1 unchanged paragraph
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 and are exploring additional licenses to enable further growth in Egypt. 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.
1 unchanged paragraph
For the Six Months Ended
9 unchanged paragraphs
Many emerging markets worldwide have undergone a fundamental transformation in delivery and consumption of financial services. This transformation is driven by structural forces such as rapidly expanding youth population, rising urbanization, accelerating digitization of commerce, and continued advancement of technologies like AI. Africa is now the fastest-growing continent by population, with a median age of just 19.2. Smartphone Mobile internet penetration is expected to reach 67.4% by 2030, according to Frost & Sullivan. This unlocks unprecedented opportunities for inclusive growth.
24 unchanged paragraphs
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 2025, the total GTV enabled on OPay platform amounted to US$166.2 billion and 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 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$938.3 million 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 4.6 million in 2025 from 2.1 million in 2024.
Market leadership and user reach. OPay was the No.1 No. 1 finance app with an 8.4% a 7.3% market share in Africa and Middle East in 2025, according to Frost & Sullivan. OPay was and also among the top 5 apps No. 2 app across all categories in Nigeria, in 2025, according to Frost & Sullivan, based on DAU as of June 30, 2026.
Transaction scale and platform throughput. We processed 90.1 billion transactions, representing $558 billion GTV for the 12 months ending June 30, 2026. During the first half of 2026, our GTV grew 143% compared to the first half of 2025.
User base growth and engagement depth . We have the strongest engagement levels in the African fintech industry, according to Frost & Sullivan, with 54% of MAU also being Daily Active Users as of July 31, 2026. OPay had 50.1 million and 26.8 million MAU and DAU as that date. MAU has tripled from since reaching 16.6 million in the first quarter of 2024.
Credit business expansion . Our loan origination volume in Nigeria reached $1.56 billion during the 12 months ending June 30, 2026, with loan volume growing 204% during the first half of 2026 compared to the first half of 2025. We had 6.7 million total quarterly unique borrowers in Nigeria in the second quarter of 2026, which is more than 7 times the number of borrowers we had in the first quarter of 2024.
Industry recognition and regulatory acknowledgment . We received multiple industry recognitions, including "Fintech Company of the Year 2024" from Leadership Newspapers and "Most Innovative Fintech of the Year" from Vanguard News in 2025 and "Fintech Company of the Year 2024" from Leadership Newspapers. In 2024, the CBN awarded us the "IFIC Award for Financial Inclusion Innovation," recognizing our contribution to expanding digital financial access across underserved segments.
OUR COMPETITIVE STRENGTHS
Technology Built to Empower People
1 unchanged paragraph
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. Over 99% of transactions initiated on OPay app were completed successfully on the first attempt in the fourth quarter first half of 2025, 2026, which was well above the industry average success rate, according to Frost & Sullivan. The 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.
2 unchanged paragraphs
OPay was the No.1 No. 1 finance app with an 8.4% 7.3% market share in Africa and Middle East in 2025, based on DAU as of June 30, 2026, according to Frost & Sullivan. We believe our position as the No. 1 finance app in Africa and Middle East, according to Frost & Sullivan, demonstrates our market leadership as an app-based fintech company in Africa. We achieved this by delivering services that are relevant to users' daily lives, built on scalable and reliable technology infrastructure.
3 unchanged paragraphs
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 25.8 million in the fourth second quarter of 2025. 2026.
2 unchanged paragraphs
Our platform aggregates
We measure trust through outcomes. In 2025, fraud losses represented less than 0.0001% of transactions on our platform compared with reported fraud loss rate in Nigeria at 0.002% in 2025, according to Frost & Sullivan. We continue to invest in advanced risk controls and operational processes designed to detect suspicious activity, mitigate emerging threats and protect users and merchants while maintaining a seamless experience.
Our platform aggregates fragmented financial and behavioral signals across consumer and merchant interactions, creating proprietary datasets that strengthen product performance and operational decision-making. As an example of the depth of our proprietary data signals, our MAU transacted 209 times per month, on average during the first half of 2026.
fragmented financial and behavioral signals across consumer and merchant interactions, creating proprietary datasets that strengthen product performance and operational decision-making. We apply AI and big data analytics across the user lifecycle, including identity management, risk control, customer engagement, and customer service, enabling us to continuously refine user experience and improve efficiency at scale.
11 unchanged paragraphs
We intend to expand our presence outside Nigeria by building on our existing operations in markets such as Indonesia, Egypt and Pakistan and by pursuing additional market opportunities over time. Our approach is to enter and scale in phases, typically starting with products that can be deployed efficiently, such as merchant acquiring or loan facilitation, and expanding our capabilities as partnerships and regulatory frameworks evolve. We believe our experience operating a high-reliability platform at scale positions us to replicate our model across additional emerging markets over time, subject to regulatory requirements and market conditions.
We intend to expand into new markets where we see clear unmet need and a path to build the full OPay model. We may enter with a focused solution to a local pain point and then broaden over time. Our Nigeria playbook of serving consumers and merchants across payments, digital banking and credit is what we will look to replicate. We will prioritize markets where we can obtain an appropriate banking license or operate through appropriately licensed partners and scale our high-reliability fintech platform.
We are currently evaluating opportunities in markets across Africa and believe the Standard Bank Collaboration, if implemented, could strengthen this approach by bringing complementary products, local market knowledge, regulatory expertise and banking infrastructure across its African footprint, helping us enter and scale more efficiently.
1 unchanged paragraph
We plan to expand the breadth of products and services available through our app OPay platform to address a wider range more of consumer and merchant the financial needs of consumers and merchants. This may include includes expanding payment use cases, offering credit products for consumers growing our consumer and working capital solutions for merchants where appropriate, merchant credit offerings and introducing additional savings, and investment products and insurance offerings products through partners. The Standard Bank Collaboration could, if implemented, support this strategy by bringing complementary banking and financial products to OPay and creating opportunities to build new products together. We believe these capabilities can increase transaction frequency, improve engagement and retention and support sustainable growth across our ecosystem.
Strengthen Our Merchant Ecosystem and Distribution Network
1 unchanged paragraph
Our In-App Marketplace
We intend to expand the mini-app
mini-app storefronts in our OPay Marketplace and build other everyday services integrations within the OPay app. We believe these offerings can increase engagement and create incremental monetization opportunities including payment processing, performance-based and revenue-sharing partnerships with participating merchants and service providers. We also plan to improve service discovery over time through enhanced personalization and targeted recommendations.
1 unchanged paragraph
We may pursue selective partnerships, acquisitions or strategic investments to accelerate product development, enhance capabilities or support market expansion. The Standard Bank Collaboration reflects this approach. We intend to evaluate such opportunities with a focus on strategic fit, disciplined underwriting and long-term value creation.
1 unchanged paragraph
OPay is a digital financial platform that provides payments and money management infrastructure to address the challenges of the emerging markets where we operate. We use technology to enable financial inclusion, connecting consumers and businesses to make commerce safer and easier. We provide an integrated suite of solutions across Consumer Services, Merchant Services and Credit Services. Together, these solutions form a digital-banking platform for our 39.3 50.1 million MAUs in the fourth quarter as of 2025. July 31, 2026.
1 unchanged paragraph
Our Consumer Services are differentiated by our advanced technology, breadth of products and use cases, and focus on financial inclusion, according to Frost & Sullivan. Our technology infrastructure is designed to deliver high transaction success rates and system reliability. In addition, our integration of services in a single app reduces friction for users. Our extensive bill payment and lifestyle integrations drive daily engagement. Finally, our ability to serve underserved populations through simple onboarding and lowering barriers to access supports our growth among mass-market consumers. In 2024, 2025, we were one of the largest digital payments platforms in Nigeria, according to Frost & Sullivan.
1 unchanged paragraph
demonstrated by the penetration of users engaging with multiple use cases. For our Nigeria wallet business, in March June 2026, approximately 70% 67% of monthly MAUs used more than five use cases, and approximately 60% 57% used more than six use cases. We also observed strong retention among highly engaged users. For our Nigeria wallet business, in March June 2026, the retention rate for users who used more than five use cases was 96%, compared to 99% for users who used more than and six use cases was both approximately 99%.
5 unchanged paragraphs
We enable users to make cashless payments through multiple channels, including wallet-based payments and card-based payments, with transaction confirmation and activity records available through the OPay app.
5 unchanged paragraphs
OPay Debit Card . We issued a total of 29.0 38.7 million OPay Debit Cards as of December 31, 2025. June 30, 2026. Our OPay Debit Card extends our reach, offering users a way to make purchases and withdraw cash both online and offline. The card is directly linked to users' OPay accounts and is accepted at POS terminals, ATMs and by online merchants. We aim to provide a card experience that is superior to traditional banks by offering instant issuance, card management functionality (such as quick password reset), high transaction success rates and enhanced security. Cardholders can manage the card lifecycle digitally from activation to limit adjustments, dispute resolution and renewal or replacement, all through the OPay app. To further enhance security, users can control merchant subscriptions and lock or unlock cards through in-app controls.
We aim to provide a card experience that is superior to traditional banks by offering instant issuance, card management functionality (such as quick password reset), high transaction success rates and enhanced security. Cardholders can manage the card lifecycle digitally from activation to limit adjustments, dispute resolution and renewal or replacement, all through the OPay app. To further enhance security, users can control merchant subscriptions and lock or unlock cards through in-app controls.
10 unchanged paragraphs
As of the date of this prospectus, all of our saving
As of the date of this prospectus, all of our saving products are interest-bearing in Nigeria and insured by Nigeria Deposit Insurance Corporation. We did not have any noninterest-bearing savings products as of such date.
4 unchanged paragraphs
As of December 31, 2025, June 30, 2026, more than 32 42 million OPay users had subscribed to our savings products, with average balances of US$22. US$23. Our users range from young professionals sweeping idle balances into savings, to merchants depositing daily proceeds to manage cash flow more efficiently.
4 unchanged paragraphs
Our key account merchant base includes
Our key account merchant base includes large merchants such as telecommunications operators, quick-service restaurant chains, retail and consumer brands, and large groups in certain markets. We also support branded in-app merchant experiences and storefronts within our ecosystem, subject to availability, regulatory requirements and commercial terms.
According to Frost & Sullivan, our merchant platform is differentiated by several competitive advantages.
merchant platform is differentiated by several competitive advantages.
Our large and growing consumer user base of our OPay app, with over 39 47 million MAUs in the fourth second quarter of 2025, 2026, provides merchants with direct access to our consumers, reducing their reliance on fragmented card networks or multiple payment providers.
9 unchanged paragraphs
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 2025 and March June 2026, approximately 0.4 million and 0.7 0.8 million POS terminals we deployed were actively in use, respectively.
13 unchanged paragraphs
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$167.3 million, or 31.2% of our total revenue in 2025 and US$130.6 million, or 27.9% of our total revenue for the six months ended June 30, 2026.
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 amounted to US$9.2 million or 4.5%, and US$47.3 million or 8.8% and US$50.6 million or 10.8%, of our total revenues in 2024, and 2025 and for the six months ended June 30, 2026, 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$10.9 million, or 2.1% 2% of our total revenue in 2025 and US$8.2 million, or 1.8% of our total revenue for the six months ended June 30, 2026.
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 three complementary categories of products, personal loans and BNPL. Together, they provide users with flexible, data-driven access to liquidity for both personal and commercial needs.
Our personal 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.
Self-operated model in Nigeria. Lending is conducted through our licensed microfinance banking subsidiary, where loans are originated and held on balance sheet, with corresponding credit risk, income, and provisioning recognized in our consolidated financial statements. Under the self-operated model, loans are typically issued for an average tenor of around 70 100 days, repaid in equal principal-and-fee installments. The relevant daily interest rates are determined based on borrower profile and risk segment. Our proprietary credit models are used to support key credit decisions across the loan lifecycle, including borrower eligibility screening, credit underwriting, risk-based pricing and post-disbursement monitoring. In addition to OPay app, borrowers can also access our loans through OKash app and EaseMoni app.
Our proprietary credit models are used to support key credit decisions across the loan lifecycle, including borrower eligibility screening, credit underwriting, risk-based pricing and post-disbursement monitoring. In addition to OPay app, borrowers can also access our loans through OKash app and EaseMoni app.
2 unchanged paragraphs
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% 6.8% in March June 2026. We believe there remains substantial potential for further growth in the penetration.
3 unchanged paragraphs
Our average NPL rate was 4.8% in 2024 and 4.6% in 2025.
Our annual average NPL ratio was 4.8% in 2024, 4.6% in 2025. As of June 30, 2026, our NPL ratio was 4.3%. We observed an increase in NPL ratio in the last quarter of 2025 and first quarter of 2026, which primarily reflected a deliberate and temporary expansion of our risk appetite to increase loan size and tenor to certain borrowers as part of our overall strategy to drive loan volume growth across our portfolio. This short-term increase was anticipated and remained within our established overall risk appetite and management expectations. During the first half of 2026, there were two main contributors to the reduction of NPL ratio: tightened our risk appetite in consumer loans, a mix shift towards more merchant loans which have a lower risk profile. We plan to adjust risk levels over time to optimize business objectives; for example, in the past we have increased risk appetite during the Q4 holiday season, while keeping the overall NPL level within our established target range. We also expect movement in overall NPL ratio as our recently launched merchant loan product matures.
1 unchanged paragraph
Loans facilitated through our Indonesia loan facilitation
KUFI is licensed to engage in Technology-Based Joint Funding Services (the "LPBBTI") under Indonesian regulations, including POJK 40/2024. See "Regulation – Indonesia Regulations" for further details on POJK 40/2024 and other applicable Indonesian regulatory requirements. Our model involves three parties: (i) licensed Indonesian banks (and other eligible licensed financial institutions) acting as lenders (the "Lenders"), (ii) KUFI, acting as the intermediary or "channeling manager", and (iii) eligible individual borrowers. We enter into channeling cooperation agreements with our Lenders. The Lenders provide the funding, make all final credit decisions under their own credit policies and regulatory requirements, and retain full discretion over credit approval and disbursement. After approval, KUFI, acting on the Lenders' behalf, enters into the individual loan agreements with borrowers that set out key terms such as interest rates and tenors. In practice, our funding partners include a group of banks that provide the lending capital, while we provide the technology and operational layer that sources customers and supports the origination and servicing process. As part of this risk-mitigation framework, we administer credit insurance arrangements provide by licensed credit insurance companies regulated by OJK, where the Lenders are the insured parties and beneficiaries. Premiums are charged to borrowers, collected and remitted by KUFI (via an escrow account) to insurers, and do not constitute KUFI revenue. Claims are paid by insurers directly to the insured Lenders if accepted, in accordance with the terms and conditions of the relevant insurance policy.
Premiums are charged to borrowers, collected and remitted by KUFI (via an escrow account) to insurers, and do not constitute KUFI revenue. Claims are paid by insurers directly to the insured Lenders if accepted, in accordance with the terms and conditions of the relevant insurance policy.
Under the LPBBTI structure, credit risk
Under the LPBBTI structure, credit risk rests with the Lenders and borrowers. KUFI does not bear credit risk on the facilitated loans, has no obligation to repay loan principal, interest, or insurance premiums, and is prohibited from providing guarantees for Lender or borrower obligations. KUFI's role is performed under a power of attorney from the Lenders and within the scope of regulatory mandate as a licensed LPBBTI company and is limited to functions such as matching, risk analysis, user verification, document checks, and implementing risk mitigation measures such as credit insurance and repayment collection; however, we may still be held liable on a fault-based basis if losses arise due to improper verification, negligent or grossly negligent assessments, or violations of agreed control procedures, in which case KUFI's liability is still limited to breach of contract and does not extend to repaying the loan or providing any guarantee.
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.
3 unchanged paragraphs
Merchant Loans was launched in April 2025. For the
BNPL was newly launched in September 2025. Up to December 31, 2025, For the period ended June 30, 2026, the transaction amount of BNPL was US$0.5 US$5.0 million, across 1 13.4 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.
Beyond consumer loans, we
loans, we extend credit to small and micro businesses in Nigeria using transaction data to pre-screen merchants with steady cash flows. Qualified merchants are targeted for personalized onboarding and on-site due diligence. By combining internal transaction records, external banking data, and industry insights, our models enable precise risk assessment and competitive pricing. Merchant loans typically feature higher limits, lower rates, and longer tenors aligned with business cashflow cycles. Our systems are used to rank and segment merchant applicants, estimate repayment capacity, propose credit limits and pricing, and monitor portfolio performance after disbursement based on evolving transaction behavior and repayment patterns.
For the period ended June 30, 2026, the
period from April 2025 to December 31, 2025, the aggregate loan disbursement amount of Merchant Loans was US$21.1 US$99.0 million, across seven 20 thousand transactions, and revenue generated from this product was US$1.7 US$8.8 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.
1 unchanged paragraph
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.
3 unchanged paragraphs
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 2.7% below 2% in Nigeria as of the fourth quarter first half of 2025. 2026. 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.
1 unchanged paragraph
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% 38% in 2024 first quarter of 2025 to 79% 80% in 2025, second quarter of 2026 while the average time from application to disbursement decreased from 33 17 minutes in the fourth first quarter of 2024 2025 to nine eight minutes in the fourth second quarter of 2025. 2026. 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.
8 unchanged paragraphs
For users, OPay delivers a secure,
Our proprietary in-house risk management dashboards and systems monitor over 500 risk metrics in real time. An illustrative section of one dashboard is presented below:
For users, OPay delivers a secure, seamless, and dependable financial experience. Our technology architecture is engineered for high resilience and throughput, maintaining strong payment success rates even during national peak-traffic periods. With 24/7 automated monitoring, layered redundancy, and rapid failover mechanisms, our core systems consistently deliver industry-leading uptime performance, providing users and merchants with uninterrupted access to essential financial services.
8 unchanged paragraphs
Our Merchant Acquiring division is responsible for onboarding and managing relationships with merchants across various segments, ensuring that businesses of all sizes can accept digital payments through OPay.
3 unchanged paragraphs
We manage retention dynamically by scenario frequency and contribution. High-frequency users receive experience-driven nudges, while at-risk users receive personalized incentives and recall programs across push, SMS, interactive voice response, WhatsApp, and paid media. Our DAUs reached 22.7 26.8 million in the fourth quarter as of 2025, July 31, 2026, representing DAU/MAU ratio of 57.8%, 54%, which was the strongest engagement levels in the African fintech industry, according to Frost & Sullivan. We continuously track user satisfaction through interviews, surveys, and focus groups, and monitor net promoter scores to identify and close experience gaps.
4 unchanged paragraphs
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
3 unchanged paragraphs
3 unchanged paragraphs
6 unchanged paragraphs
1 unchanged paragraph
7 unchanged paragraphs
18 unchanged paragraphs
10 unchanged paragraphs
4 unchanged paragraphs
7 unchanged paragraphs
4 unchanged paragraphs
and 20 more changes in the filing
Regulation 63 changes
48 unchanged paragraphs
CBN Guidelines on Regulatory Capital Issued in September 2021 (the
"Regulatory Capital Guidelines")
Guidelines for the Operations of Agent Banking in Nigeria
In October 2025, the CBN issued revised Guidelines for the Operations of Agent Banking in Nigeria, which establish minimum standards for agent banking operations and are intended to promote financial inclusion, responsible market conduct and service quality. The Guidelines generally became effective on October 6, 2025, while the requirements relating to agent location and agent exclusivity became effective on April 1, 2026. Among other requirements, each agent may act for only one principal and belong to the network of only one super agent at any given time, although a super agent may act for more than one principal.
The Guidelines also prescribe requirements relating to agent onboarding and due diligence, operational controls, risk management, consumer protection, record-keeping and ongoing monitoring. A principal is responsible for the actions and omissions of its agents in connection with agent banking services and must maintain appropriate systems and controls to supervise agent activities and manage associated operational and compliance risks. Failure to comply with the Guidelines may result in remedial action or sanctions by the CBN, including restrictions on onboarding new agents or conducting agent banking activities. Compliance with these requirements may require us to incur additional operational, compliance and technology costs and increase competition for qualified agents as a result of the exclusivity requirements. This could adversely affect our ability to recruit, retain and expand our agent banking network.
CBN Guidelines on Regulatory Capital Issued in September 2021 (the "Regulatory Capital Guidelines") The CBN, as part of its efforts to enhance the resilience of deposit money banks and the Nigerian banking system, developed a revised guideline on regulatory capital, which sets out the criteria that banks' capital instruments must meet to be eligible for regulatory purposes as per the Basel III standards. The Regulatory Capital Guidelines also set forth the supervisory requirements for banks operating in Nigeria in relation to minimum regulatory capital, adjustments to the components of regulatory capital, transitional arrangements, disclosure requirements and the additional capital buffers above the minimum requirements.
Section 13 of BOFIA requires banks to maintain capital funds unimpaired by losses in such ratios to their assets and/or liabilities as may be prescribed by the CBN. The CBN may vary the applicable capital adequacy ratio by institution or category of institution, require additional capital to address specific risks, and impose consolidated capital adequacy requirements on banking groups. Non-compliance with the prescribed capital adequacy ratio may result in regulatory sanctions or supervisory restrictions, such as prohibition on advertising or accepting new deposits, granting credits or finance and making investments, paying cash dividends to the shareholders, paying bonus to directors other than the approved emoluments and benefits. According to the Regulatory Capital Guidelines, a minimum Pillar 1 regulatory Capital Adequacy Ratio ("CAR") of 15% will be applicable to all banks and banking groups with international authorization and Domestic Systemically Important Banks ("D-SIBs"), whilst a minimum CAR of 10% will be applicable to all other banks, including microfinance banks as prescribed by the Revised Regulatory and Supervisory Guidelines for Microfinance Banks in Nigeria, 2012 ("2012 Guidelines").
Non-compliance with the prescribed capital adequacy ratio may result in regulatory sanctions or supervisory restrictions, such as prohibition on advertising or accepting new deposits, granting credits or finance and making investments, paying cash dividends to the shareholders, paying bonus to directors other than the approved emoluments and benefits. According to the Regulatory Capital Guidelines, a minimum Pillar 1 regulatory Capital Adequacy Ratio ("CAR") of 15% will be applicable to all banks and banking groups with international authorization and Domestic Systemically Important Banks ("D-SIBs"), whilst a minimum CAR of 10% will be applicable to all other banks, including microfinance banks as prescribed by the Revised Regulatory and Supervisory Guidelines for Microfinance Banks in Nigeria, 2012 ("2012 Guidelines").
7 unchanged paragraphs
The CBN – Regulatory Circulars and Guidelines applicable to OPay Microfinance Bank Limited, OPay Digital Services Limited, and Soti Payment Limited As the primary regulator, the CBN has issued the following guidelines and circulars for the regulation of banks and OFIs in Nigeria.
10 unchanged paragraphs
Instructively, the CBN has further issued
Instructively, the CBN has further issued the Circular on Tier 1 Wallets and Accounts dated December 2023, through which it mandated all tier-1 bank accounts and wallets for individuals to have Bank Verification Numbers (BVN) and/or National Identification Numbers (NIN) and mandated all tiers 2 and 3 accounts, and wallets for Individual accounts to have BVN and NIN. The CBN also issued the Revised Guidelines for Blacklisting for Banks and OFIs in Nigeria, 2024 which sets out the framework for blacklisting customers.
1 unchanged paragraph
personal information and financial transactions; and profile, analytics and scoring transactions.
The CBN issued the Regulatory Framework on Open Banking, 2021 and the Operational Guidelines for Open Banking in Nigeria to define and regulate open banking operations in Nigeria. These guidelines specifically recognize OFIs and other licensed entities as participants in the open-banking regime who can access to product information and service touchpoints; market insight transactions; personal information and financial transactions; and profile, analytics and scoring transactions.
3 unchanged paragraphs
Furthermore, in order to ensure the effectiveness of a
effectiveness of a PSP's cybersecurity governance, the Risk-Based Framework requires that the processes and controls of a PSP shall be reviewed at least annually.
2 unchanged paragraphs
Ownership, licensing and capital
Ownership, licensing and capital requirements for microfinance banks are also prescribed under the Guidelines. Microfinance banks are also required to insure their deposits with the NDIC, and ensure that the composition and qualification of their management and board comply with the Guidelines. The Guidelines also prescribe prudential requirements which microfinance banks are required to comply with, including a requirement to maintain a minimum ratio of 20% of deposit liabilities in liquid assets, including investment in Nigerian treasury bills.
1 unchanged paragraph
2 unchanged paragraphs
10 unchanged paragraphs
7 unchanged paragraphs
3 unchanged paragraphs
24 unchanged paragraphs
50 unchanged paragraphs
16 unchanged paragraphs
5 unchanged paragraphs
1 unchanged paragraph
4 unchanged paragraphs
1 unchanged paragraph
13 unchanged paragraphs
3 unchanged paragraphs
8 unchanged paragraphs
15 unchanged paragraphs
24 unchanged paragraphs
and 46 more changes in the filing
Management 29 changes
1 unchanged paragraph
5 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
3 unchanged paragraphs
6 unchanged paragraphs
2 unchanged paragraphs
7 unchanged paragraphs
4 unchanged paragraphs
2 unchanged paragraphs
11 unchanged paragraphs
and 29 more changes in the filing
Principal stockholders 12 changes
5 unchanged paragraphs
2 unchanged paragraphs
1 unchanged paragraph
6 unchanged paragraphs
4 unchanged paragraphs
1 unchanged paragraph
2 unchanged paragraphs
and 12 more changes in the filing
Related Party Transactions 1 change
17 unchanged paragraphs
and 1 more change in the filing
Description of the securities 5 changes
22 unchanged paragraphs
5 unchanged paragraphs
67 unchanged paragraphs
and 5 more changes in the filing
Shares Eligible for Future Sale 4 changes
1 unchanged paragraph
5 unchanged paragraphs
and 4 more changes in the filing
Taxation 28 changes
15 unchanged paragraphs
30 unchanged paragraphs
2 unchanged paragraphs
1 unchanged paragraph
3 unchanged paragraphs
2 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
and 28 more changes in the filing
Plan of distribution 25 changes
2 unchanged paragraphs
2 unchanged paragraphs
5 unchanged paragraphs
3 unchanged paragraphs
54 unchanged paragraphs
22 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
and 25 more changes in the filing
Expenses Relating to This Offering 2 changes
1 unchanged paragraph
3 unchanged paragraphs
and 2 more changes in the filing
Experts 2 changes
1 unchanged paragraph
and 2 more changes in the filing
Where You Can Find Additional Information 1 change
2 unchanged paragraphs
and 1 more change in the filing
Notes to the financial statements 4 changes
106 unchanged paragraphs
and 4 more changes in the filing
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 16 changes
and 16 more changes in the filing
Note 3: CONCENTRATION OF RISKS (cont.) 2 changes
5 unchanged paragraphs
5 unchanged paragraphs
and 2 more changes in the filing
Note 4: LOANS AND INTEREST RECEIVABLE (cont.) 2 changes
13 unchanged paragraphs
and 2 more changes in the filing
Note 7: LEASES 1 change
5 unchanged paragraphs
and 1 more change in the filing
Note 19: PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (cont.) 274 changes
12 unchanged paragraphs
1 unchanged paragraph
and 274 more changes in the filing
Exhibits 3 changes
6 unchanged paragraphs
1 unchanged paragraph
2 unchanged paragraphs
5 unchanged paragraphs
and 3 more changes in the filing
Unchanged: Forward-looking statements, Use of proceeds, Dividend policy, Enforceability of Civil Liabilities, Legal Matters, Index to Consolidated Financial Statements, Note 1: ORGANIZATION, Note 1: ORGANIZATION (cont.), Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Note 3: CONCENTRATION OF RISKS, Note 4: LOANS AND INTEREST, Note 5: PREPAID EXPENSES AND OTHER CURRENT ASSETS, Note 6: PROPERTY AND EQUIPMENT, NET, Note 7: LEASES (cont.), Note 8: INTANGIBLE ASSETS, Note A: Related Parties, Note B: The Group had the following related party balances at the end of the year:, Note 10: FAIR VALUE MEASUREMENTS, Note 10: FAIR VALUE MEASUREMENTS (cont.), Note 11: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES, Note 12: REDEEMABLE CONVERTIBLE PREFERRED SHARES, Note 12: REDEEMABLE CONVERTIBLE PREFERRED SHARES (cont.), Note 14: INCOME TAX, Note 14: INCOME TAX (cont.), Note 15: SEGMENT REPORTING, Note 15: SEGMENT REPORTING (cont.), Note 16: LOSS PER SHARE, Note 17: RESTRICTED NET ASSETS, Note 17: RESTRICTED NET ASSETS (cont.), Note 18: SUBSEQUENT EVENTS, Note 19: PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION, Indemnification of Directors and Officers, Recent Sales of Unregistered Securities, Undertakings
Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.