OPay Ltd files F-1 for U.S. IPO

Cover page 15 changes

As confidentially submitted to the Securities and Exchange Commission on

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.

As filed with the U.S. Securities and Exchange Commission on October 9, 2026.

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East 42nd Street, 18th Floor

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares of par value of US$0.000004 each of OPay

OPay Limited. We are offering a total of ADSs, each representing of our ordinary shares of par value of US$0.000004 each. The underwriters may also purchase up to ADSs within 30 days to cover over-allotments, if any.

ADSs within 30 days to cover over-allotments, if any.

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Concurrently with, and subject to, the completion of this offering and the receipt of applicable regulatory approvals, Stanbic Africa Holdings

Limited has agreed to purchase ordinary shares from us. The aggregate subscription price will be the lowest of: (i) US$200,000,000, (ii) the U.S. dollar equivalent of 0.98% of Standard Bank Group Limited's qualifying regulatory capital, excluding unappropriated profit, and (iii) the product of (a) 4.99% of the total number of ordinary shares issued and outstanding immediately following the closing of this offering and the concurrent private placement, assuming no exercise of the underwriters' over-allotment option, and (b) the price per ordinary share obtained by dividing the final initial public offering price per ADS in this offering by the number of ordinary shares represented by one ADS (the

"Per Share Purchase Price"). For purposes of clause (ii), qualifying regulatory capital shall be determined in accordance with applicable prudential requirements by reference to the amount reported in Standard Bank Group

Limited's interim financial results for the six months ended June 30, 2026, or, if more recent, its latest quarterly Pillar 3 report or annual or interim financial results available as of the pricing date of this offering. The relevant amount shall be converted into U.S. dollars using the daily U.S. dollar/South African rand spot exchange rate published on Standard Bank Group Limited's website on the pricing date of this offering. The aggregate subscription price shall, if necessary, be rounded down to the nearest whole-number multiple of the Per Share Purchase Price, and the investor shall pay only the amount so determined. The concurrent private placement will be consummated, as a separate transaction, at the Per Share Purchase Price. Our proposed issuance and sale of ordinary shares to the investor is being made through a private placement pursuant to an exemption from registration with the SEC under Regulation S of the U.S. Securities Act of 1933, as amended. The private placement investor has agreed not to, directly or indirectly, sell, transfer or dispose of any ordinary shares acquired through the concurrent private placement for a period commencing on the date of closing of the share subscription agreement in relation to the concurrent private placement and ending 12 months after the date of this prospectus, subject to certain exceptions.

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We are an "emerging growth company" under the U.S. federal securities laws and will be subject to reduced public company reporting requirements. See "Summary – Implications of Being an Emerging Growth Company." Investing in the ADSs involves risks. See " Risk Factors " beginning on page 22 24 of this prospectus.

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(in alphabetical order)

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Prospectus summary 25 changes

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OPay is a digital financial platform built to address for the challenges of emerging markets. We use technology to enable advance financial inclusion, connecting empowering millions of consumers and businesses to make transactions safer with fast, reliable and easier. secure financial services.

finance app with an 7.3% a 9.9% market share in Africa and Middle East based on DAU as of MAU in the six months ended June 30, 2026, according to Frost & Sullivan. Over the coming decades, we aspire to serve become a leading national payment app in more countries across Africa, serving billions of users and millions of merchants, worldwide, while generating both creating jobs and economic opportunity.

Our 7.3% 9.9% market share is measured by DAU in Africa and the Middle East as of is measured by MAU in the six months ended 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.

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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.

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The Challenge of Financial Infrastructure in Emerging Markets

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Africa serves as a key example of these challenges.

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

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Market leadership and user reach. OPay was the No. 1 finance app with a 7.3% 9.9% market share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and also the No. 2 app across all categories in Nigeria, according to Frost & Sullivan, based on DAU as of June 30, July 31, 2026, according to Frost & Sullivan.

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90.1 billion transactions, representing $558 US$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 qualifying as DAU as of July 31, 2026. OPay had 50.1 million and 26.8 million MAU and DAU as of 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 US$1.56 billion during the last 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 unique borrowers we had in the first quarter of 2024.

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Our Competitive Strengths

We believe that the following competitive strengths contribute to our success and differentiate ourselves from our competitors:

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

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Through the contractual arrangements described above, we have a controlling financial interest of in KUFI. Accordingly, for accounting purposes, we treat KUFI as a consolidated entity in our consolidated financial statements. For details, see "Our History and Corporate Structure — Contractual Arrangements between the Registered Shareholders of KUFI and Us."

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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 Cogency Global Inc. located at . 122 East 42nd Street, 18th Floor, New York, NY 10168.

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

Implications of Being an Emerging Growth

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We have obtained the approval of our board and shareholders 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

with Standard Bank Group

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The memorandum of understanding does

The parties intend initially to evaluate opportunities in Nigeria African markets 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.

OPay's scalable 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 in 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.

The offering 11 changes

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Concurrent private placements of ordinary shares

Concurrently with, and subject to, the completion of this offering and the receipt of applicable regulatory approvals, Stanbic Africa Holdings Limited has agreed to purchase ordinary shares from us. The aggregate subscription price will be the lowest of: (i) US$200,000,000, (ii) the U.S. dollar equivalent of 0.98% of Standard Bank Group Limited's qualifying regulatory capital, excluding unappropriated profit, and (iii) the product of (a) 4.99% of the total number of ordinary shares issued and outstanding immediately following the closing of this offering and the concurrent private placement, assuming no exercise of the underwriters' over-allotment option, and (b) the price per ordinary share obtained by dividing the final initial public offering price per ADS in this offering by the number of ordinary shares represented by one ADS (the "Per Share Purchase Price"). For purposes of clause (ii), qualifying regulatory capital shall be determined in accordance with applicable prudential requirements by reference to the amount reported in Standard Bank Group Limited's interim financial results for the six months ended June 30, 2026, or, if more recent, its latest quarterly Pillar 3 report or annual or interim financial results available as of the pricing date of this offering. The relevant amount shall be converted into U.S. dollars using the daily U.S. dollar/South African rand spot exchange rate published on Standard Bank Group Limited's website on the pricing date of this offering. The concurrent private placement will be consummated, as a separate transaction, at the Per Share Purchase Price. Our proposed issuance and sale of ordinary shares to the investor is being made through a private placement pursuant to an exemption from registration with the SEC under Regulation S of the U.S. Securities Act of 1933, as amended. The private placement investor has agreed not to, directly or indirectly, sell, transfer or dispose of any ordinary shares acquired through the concurrent private placement for a period commencing on the date of closing of the share subscription agreement in relation to the concurrent private placement and ending 12 months after the date of this prospectus, subject to certain exceptions. Under the share subscription agreement, the consummation of the concurrent private placement is subject to the completion of this offering, as well as regulatory approvals to be obtained and completed by the investor. If this offering and applicable regulatory approval process are completed, such private placement will be completed concurrently with or shortly after the closing of this offering.

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Ordinary shares issued and outstanding immediately after this offering and concurrent private placement Ordinary shares of par value of US$0.000004 each (or Ordinary shares if the underwriters exercise their option to purchase additional ADSs in full).

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We intend to apply have applied to list the ADSs representing our ordinary shares on the NYSE under the symbol "OPAY".

Based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, we estimate that the net proceeds to us will comprise (i) approximately US$ from this offering (or approximately US$ , if the underwriters exercise their option to purchase additional ADSs in full), after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, and (ii) approximately US$ from the concurrent private placement.

We intend to use the net proceeds from the offering and the concurrent private placement for general corporate purposes, including to fund growth initiatives such as investments in technology, distribution, new solutions, market expansion and for potential acquisitions or strategic investments. See "Use of Proceeds."

We, our directors, executive officers, and existing shareholders and concurrent private placement investor 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 365-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.

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Unless otherwise indicated, the number of ordinary shares that will be issued and outstanding immediately after this offering and the concurrent private placements:

is based upon 1,855,314,234 ordinary shares outstanding as of the date of this prospectus;

includes ordinary shares in the form of ADSs that we will issue and sell in this offering, assuming the underwriters do not exercise their option to purchase additional ADSs;

includes ordinary shares to be issued in the concurrent private placements, assuming an initial public offering price of US$ per ADS, the mid-point of the estimated range of the initial public offering price;

Summary Consolidated Financial Data 2 changes

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As of/For the Year Ended

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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 first half of 2026, our CAC excluding Indonesia were US$2.0. US$1.9. 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 and our monthly ARPU for the group was US$1.8 in the second quarter of 2026.

Risk factors 91 changes

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We may enter into memoranda of understanding or other

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.

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mandate or prohibit certain terms and conditions for various financial product; products;

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We have dedicated and intend to continue to dedicate significant resources to marketing efforts. Our ability to attract users depends in large part on the success of these marketing efforts and the success of the marketing channels we use to promote our fintech and banking services. Our marketing channels include, but are not limited to, earned media through press and social media, as well as traditional advertising, online affiliations, search engine optimization and digital marketing. If any of our current marketing channels becomes become less effective, if we are unable to continue to use any of these channels, if the cost of using these channels significantly increases or if we are not successful in generating new channels, we may not be able to attract new users in a cost-effective manner or increase the activity of our existing users.

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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. 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, 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.

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the granting of share-based compensation awards is important to attract and retain key personnel and employees, and we may grant share-based compensation awards to employees in the future. We do not have any equity-based award plan and we may adopt new equity-based award plans upon the completion of this offering and the concurrent private placement. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.

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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.

Our business is subject to the risks of natural

Events beyond our control may damage our ability to maintain our platform and provide services to our users.

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. The CSRC Filing Rules require PRC domestic companies that seek to offer or list securities overseas to fulfill certain filing procedures and report relevant information. 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." There remains uncertainty as to how the CSRC Filing Rules will be interpreted or implemented.

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 are not, or will not 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, in which case we will may not 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. Furthermore, 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 disasters, power outages, telecommunications failures and similar events, and to interruptions by human-made problems such as terrorism, cyberattack, and other actions, which may impact the demand for our products or our users' ability to repay their loans.

Events beyond our control may damage our ability to maintain our platform and provide services to our users. Such events include, but are not limited to, hurricanes, earthquakes, fires, floods and other natural disasters, public health crises, power outages, telecommunications failures and similar events. Despite any precautions we may take, system interruptions and delays could occur if there is a natural disaster, if a third-party provider closes a facility we use without adequate notice for financial or other reasons, or if there are other unanticipated problems at our leased facilities. Because we rely heavily on our servers, computer and communications systems and the Internet to conduct our business and provide high-quality fintech services to our users, disruptions could harm our ability to effectively run our business. Moreover, our users face similar risks, which could directly or indirectly impact our business. Terrorism, cyberattacks and other criminal, tortious or unintentional actions could also give rise to significant disruptions to our operations. Our business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our service as a result of system failures or other disruptions. Comparable natural and other risks may reduce demand for our fintech services or cause our users to suffer significant losses and/or incur significant disruption in their respective operations, which may affect their ability to satisfy their obligations towards us. All of the foregoing could materially and adversely affect our business, results of operations and financial condition.

Risks Related to Doing Business in Jurisdictions Where We operate

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a holding company. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from the subsidiaries in these markets as well as other markets where we operate is subject to restrictions imposed by the applicable Laws and regulations in these markets. For example, in Nigeria, there are restrictions on the declaration of dividends by our microfinance banking subsidiary.

The ability of our subsidiaries to distribute dividends to us may be subject to restrictions under the laws of their respective jurisdictions.

We are a holding company. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from the subsidiaries in these markets as well as other markets where we operate is subject to restrictions imposed by the applicable Laws and regulations in these markets. For example, in Nigeria, there are restrictions on the declaration of dividends by our microfinance banking subsidiary. Specifically, the Banks and other Financial Institutions Act, 2020 and the Revised Regulatory and Supervisory Guidelines for Microfinance Banks in Nigeria, 2012 restrict the declaration and payment of dividend until a microfinance bank has (i) completely written-off all of its preliminary and pre-operational expenses, organizational expenses, shares selling commission, brokerage, amount of losses incurred, and other capitalized expenses not represented by tangible assets; (ii) made the adequate provisions to the satisfaction of the CBN for actual and contingent losses on assets, liabilities, off balance sheet commitments and such unearned incomes as are derivable therefrom; (iii) satisfied the minimum capital adequacy ratio requirement specified by the CBN, and (iv) satisfied any other governance and prudential requirements that may be stipulated by the CBN. Where the payment of dividend would result in withdrawal of any part of the free reserves due to inadequacy of the profit for the year or where the statutory report of the auditors on the Annual Accounts of the bank is not satisfactory, the MFB is required to obtain approval from the CBN to declare dividends. Additionally, there are restrictions on payment of dividends under the Temporary Suspension of Dividend Payments, Bonuses and Investment in Foreign Subsidiaries, 2025 affecting banks currently benefiting from credit exposures or single obligor limit forbearance.

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We earn interest income on short-term investments, and as of December 31, 2025, June 30, 2026, we had US$410.4 US$532.9 million of short-term investments placed through several domestically licensed asset management companies in Nigeria ("AMC-managed products"), and we also invest in Nigerian treasury bills and similar instruments. The underlying assets of these AMC-managed products include fixed-income securities, such as treasury bills issued by the CBN, money market funds and other liquid instruments, with yields typically ranging between 14% to 24% during the reporting periods. The returns we earn on these AMC-managed products are subject to changes in interest rates and market conditions, and the yields available on reinvestment may decline. In addition, certain assets held by AMC-managed products may include non-fixed income investments, and in some cases the size, nature, tenure and composition, sector and geographical exposure of the underlying assets may not be fully transparent at all times. Fluctuations in the performance, liquidity or valuation of such underlying assets could adversely affect the investment returns of AMC-managed products. Furthermore, AMC-managed products may be exposed to counterparty and settlement risk, including the risk that issuers, custodians, counterparties or other service providers fail to perform their contractual obligations or experience financial distress. While standard settlement typically occurs within T+1 to T+3, many AMC agreements contain force majeure provisions, which release AMCs from liability if delays occur due to failures in financial systems, banking infrastructure, or other issues within the financial services sector. In the event of a systemic liquidity crisis, multiple AMCs could invoke such clauses simultaneously, resulting in an inability to access funds while still being obligated to meet guaranteed returns to customers, with no penalties or compensation for the delay.

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We operate in challenging environments and are subject to

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

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

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Additionally, given the large scale and continuous growth of our user base, the high volume and frequency of transactions processed through our platform, and the fact that we serve a broad spectrum of individual users, micro-merchants and small businesses, our AML/CFT and sanctions compliance framework is inherently high risk and complex from an AML/CFT and financial crime perspective. The highly automated nature of our services makes our operations an attractive target for misuse, including fraudulent or illegal activities, money laundering, terrorism financing, sanctions violations, and other illicit or malicious practices. Additionally, criminals are using increasingly sophisticated methods to engage in illegal activities and digital financial service providers like us, may be especially vulnerable to criminal misuse of our services. In the event that we or any of our users engage in illegal conduct, including conduct that facilitates money laundering, terrorist financing, sanctions violations, or other illicit activity, we may be subject to significant regulatory, civil, or criminal liability, which could also result in additional material adverse consequences to our business operations.

The highly automated nature of our services makes our operations an attractive target for misuse, including fraudulent or illegal activities, money laundering, terrorism financing, sanctions violations, and other illicit or malicious practices.

Additionally, criminals are using increasingly sophisticated methods to engage in illegal activities and digital financial service providers like us, may be especially vulnerable to criminal misuse of our services. In the event that we or any of our users engage in illegal conduct, including conduct that facilitates money laundering, terrorist financing, sanctions violations, or other illicit activity, we may be subject to significant regulatory, civil, or criminal liability, which could also result in additional material adverse consequences to our business operations.

In addition, the effectiveness of our AML/CFT program and

In addition, the effectiveness of our AML/CFT program and controls depends critically on multiple factors, including the quality and accuracy of user-provided information at onboarding, the sophistication and performance of our risk models and customer risk assessment methodologies, the robustness and responsiveness of our transaction monitoring systems, and the consistent and timely execution of policies and procedures across our different geographic markets and business lines. It is possible that our AML/CFT program and controls may be ineffective and that users of our platform may engage in illicit activity. Additionally, the effectiveness of our AML/CFT program and controls have not been audited by a third party. We are in the process of commissioning a third-party audit of the effectiveness of our AML/CFT controls across the jurisdictions in which we operate and it is possible that the third party audit may find weaknesses or deficiencies in our AML/CFT program and controls requiring remediation. We rely heavily on our employees to assist us by spotting illegal and improper activities and reporting them, and our employees have varying degrees of experience in recognizing criminal tactics and understanding the level of sophistication of criminal organizations. If we decide to instead outsource any of our customer due diligence, customer screening or anti-financial crime operations, we would remain responsible and accountable for full compliance and any breaches. If we are unable to apply the necessary scrutiny and oversight of employees, third parties to whom we outsource certain tasks and processes, we will face increased risks of regulatory breaches. Any failures to comply with our obligations in this area in a timely manner, or any deficiencies in the design or implementation of our AML/CFT and sanctions compliance systems, including failures to timely detect, investigate or report suspicious activities, could expose us to significant regulatory, civil or criminal liability, or lead to material adverse consequences to our business operation. Moreover, regulatory expectations and enforcement practices relating to AML/CFT, sanctions and other financial crime areas continue to evolve and, in some jurisdictions where we operate, may be subject to heightened enforcement focus. Regulators may adopt more stringent interpretations of existing rules, introduce new compliance requirements, or increase supervisory inspections and investigations. For example, our business model includes agent banking operations, which present specific AML/CFT compliance challenges. Recently in October 2025, the CBN issued the Guidelines for the Operations of Agent Banking in Nigeria which, among other things, introduced enhanced operational and compliance requirements for principals engaged in agent banking. Furthermore, the Guidelines require agents to act exclusively for a single principal, impose enhanced due diligence, monitoring and reporting obligations, require the use of dedicated agent accounts, and provide for significant sanctions for non-compliance. Compliance with these requirements may increase our operational and compliance costs, reduce the pool of available agents, increase competition for qualified agents, require changes to our systems and processes, and adversely affect our ability to recruit, retain and expand our agent network. Failure to comply could expose us to regulatory sanctions, financial penalties, restrictions on our agent banking operations or other adverse regulatory action that the CBN could impose/take. Similar regulatory developments may occur in other jurisdictions where we operate, potentially requiring changes to our business practices and adjustments to our compliance program. We may not be able to comply, in a timely manner or at all, with new regulations, or obtain appropriate exemptions from regulatory authorities, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, revocation of relevant license, or suspension certain parts of our business, make it more difficult for new customers to join our platform and reduce the attractiveness of our products and services.

Compliance with these requirements may increase our operational and compliance costs, reduce the pool of available agents, increase competition for qualified agents, require changes to our systems and processes, and adversely affect our ability to recruit, retain and expand our agent network. Failure to comply could expose us to regulatory sanctions, financial penalties, restrictions on our agent banking operations or other adverse regulatory action that the CBN could impose/take. Similar regulatory developments may occur in other jurisdictions where we operate, potentially requiring changes to our business practices and adjustments to our compliance program. We may not be able to comply, in a timely manner or at all, with new regulations, or obtain appropriate exemptions from regulatory authorities, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, revocation of relevant license, or suspension on certain parts of our business, make it more difficult for new customers to join our platform and reduce the attractiveness of our products and services.

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Any actual, alleged, or perceived failure to comply with

Any actual, alleged, or perceived failure to comply with AML/CFT economic and trade sanctions, and similar financial crime laws could also result in reputational harm, loss of user and partner confidence, diversion of management attention, increased compliance and operating costs, and limitations on our ability to expand or operate in certain markets. As a result, our business, financial condition, results of operations and growth prospects could be materially and adversely affected.

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

risks in relation to regulatory actions and suspensions.

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In addition, upon our listing in the

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

We face significant risks

We face significant risks if we fail to comply with the FCPA and other applicable anti-corruption laws, which generally prohibit companies, as well as their agents and third-party intermediaries, from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties, or private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any improper advantage. Although we have implemented an anti-corruption compliance policy, we cannot assure that all of our employees, customers, agents, or third-party contractors to whom we outsource certain business operations will act in compliance with our policies, contractual obligations, and applicable laws, and we may be held responsible for violations by such parties.

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We are subject to supervision and regulation in several jurisdictions and failure to maintain or comply with licensing and regulatory status requirements could result in significant disruptions to our business or even in our losing the ability to conduct our business.

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Furthermore, legislators

Furthermore, legislators and/or regulators are increasingly adopting new and/or amending existing privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices; our policies and practices related to the collection, use, sharing, retention and safeguarding of consumer and/or employee information; and some of our current or planned business activities. New requirements, originating from new or amended laws, could also increase our costs of compliance and business operations and could reduce income from certain business initiatives.

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Should we undertake a further

The regulatory framework

Should we undertake a further international expansion of our business, we may be required to comply with additional stringent privacy and data protection laws. These regulations may interfere with our intended business activities, inhibit our ability to expand into those markets or prohibit us from continuing to offer services in those markets without significant additional costs.

The regulatory framework governing the collection, processing, storage, use and sharing of certain information, particularly financial and other personal information, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with laws in other jurisdictions or with our existing data management practices or the features of our services and platform capabilities. We therefore cannot yet fully determine the impact these or future laws, rules, regulations and industry standards may have on our business or operations. Any failure or perceived failure by us, or any third parties with which we do business, to comply with our posted privacy policies, changing consumer expectations, evolving laws, rules and regulations, industry standards, or contractual obligations to which we or such third parties are or may become subject, may result in actions or other claims against us by governmental entities or private actors, the expenditure of substantial costs, time and other resources or the imposition of significant fines, penalties or other liabilities. In addition, any such action, particularly to the extent we were found to be guilty of violations or otherwise liable for damages, would damage our reputation and adversely affect our business, financial condition and results of operations.

We cannot yet fully determine the impact these or future laws, rules, regulations and industry standards may have on our business or operations. Any such laws, rules, regulations and industry standards may be inconsistent among different jurisdictions, subject to differing interpretations or may conflict with our current or future practices. Additionally, our users may be subject to differing privacy laws, rules and legislation, which may mean that they require us to be bound by varying contractual requirements applicable to certain other jurisdictions. Adherence to such contractual requirements may impact our collection, use, processing, storage, sharing and disclosure of various types of information including financial information and other personal information, and may mean we become bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules and regulations evolve. Complying with these requirements and changing our policies and practices may be onerous and costly, and we may not be able to respond quickly or effectively to regulatory, legislative and other developments. These changes may in turn impair our ability to offer our existing or planned features, solutions and services and/or increase our cost of doing business. As we expand our user base, these requirements may vary from user to user, further increasing the cost of compliance and doing business.

Adherence to such contractual requirements may impact our collection, use, processing, storage, sharing and disclosure of various types of information including financial information and other personal information, and may mean we become bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules and regulations evolve. Complying with these requirements and changing our policies and practices may be onerous and costly, and we may not be able to respond quickly or effectively to regulatory, legislative and other developments. These changes may in turn impair our ability to offer our existing or planned features, solutions and services and/or increase our cost of doing business. As we expand our user base, these requirements may vary from user to user, further increasing the cost of compliance and doing business.

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The pursuit of a claim against a third party for infringement of our intellectual property could be costly, and there can be no guarantee that any such efforts would be successful.

Our ability to provide our various fintech and microfinance banking services depends, in part, upon our proprietary technologies, especially OPay's technology platform that combines a modern, cloud-native core with proprietary risk, payments, and data systems. We may be unable to protect our proprietary technologies effectively, which would allow competitors to duplicate our business processes and know-how, and adversely affect our ability to compete with them. A third party may attempt to reverse engineer or otherwise obtain and use our proprietary technology without our consent. The pursuit of a claim against a third party for infringement of our intellectual property could be costly, and there can be no guarantee that any such efforts would be successful.

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The ADSs may be prohibited

The ADSs may be prohibited from trading in the United States pursuant to the HFCAA, an executive order or otherwise. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.

Pursuant to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our ordinary shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued the 2021 Determinations to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland and Hong Kong, including our auditor. On December 15, 2022, the PCAOB removed Chinese mainland and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.

Each year, the PCAOB will determine whether

Each year, the PCAOB will determine whether it can completely inspect and investigate audit firms in the relevant jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in certain jurisdictions and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our consolidated financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future. Furthermore, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in any jurisdictions is subject to variability and depends on a number of factors out of our, and our auditor's, control, including positions taken by authorities of the PRC or any other foreign jurisdiction.

If authorities in the PRC governing our auditors or another foreign jurisdiction were to take a position at any time in the future that would prevent the PCAOB from continuing to inspect or investigate completely registered public accounting firms headquartered in the relevant jurisdictions, and if such lack of inspection were to extend for the requisite period of time under the HFCAA, our securities will be prohibited from being traded on U.S. markets and U.S. stock exchanges may determine to delist our securities.

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The competent government authorities may determine that our

holding company whose material assets consist entirely of its direct and indirect equity interests in its majority-owned entities and contractual interests in KUFI. We are therefore dependent upon payments, dividends and distributions from such majority-owned entities and KUFI for funds to pay our operating and other expenses. Since we rely principally on dividends and other payments from such entities and ventures for our cash requirements, any restrictions on such dividends or other payments in the jurisdictions we operate could materially and adversely affect our liquidity, financial condition and results of operations. Further, exchange rate fluctuations may affect the value of any distributions such entities and venture make with respect to our equity interests in those entities and venture.

The competent government authorities may determine that our contractual arrangements with the registered shareholders of KUFI do not comply with applicable laws and regulations.

Based on the advice of

advice of our local counsel in Indonesia, the relationship between our Company and KUFI is governed by contractual arrangements with the shareholders of KUFI, rather than direct equity ownership. While these arrangements are intended to provide us with effective supervision and economic exposure over KUFI, Indonesia does not currently have a regulatory regime that expressly recognizes or affirmatively endorses VIE structures. Consequently, there is regulatory uncertainty regarding how such arrangements may be viewed under existing foreign investment, licensing, and sectoral frameworks. The current structure relies on the principle of freedom of contract under Indonesian civil law, but the absence of an explicit prohibition does not guarantee that these arrangements will be upheld or approved by Indonesian regulators. Accordingly, the local or national authorities or regulatory agencies in the relevant jurisdiction may reach a different conclusion, which could lead to an action being brought against the VIE and/or its shareholders, or by administrative orders or in local courts. If the relevant local authorities find that our contractual arrangements do not comply with their prohibition or restrictions on foreign investment, or if the relevant governments otherwise find that the VIE is in violation of the relevant laws or regulations or lack the necessary registrations, permits or licenses to operate our businesses in their respective jurisdictions, they would have broad discretion in dealing with such violations or failures. Any of these actions could cause significant disruption to our business operations, which could in turn materially and adversely affect our business, financial condition and results of operations.

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Under the current contractual

Under the current contractual arrangements, we rely on the performance by KUFI and its registered shareholders of their respective obligations under the contracts to receive economic benefits from KUFI. KUFI and its registered shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. The shareholders of KUFI may not act in the best interests of our Company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate a certain portion of our business through the contractual arrangements with the registered shareholder of KUFI. If any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of law and arbitration, litigation or other legal proceedings in the designated jurisdiction and therefore will be subject to uncertainties in the application and implementation of the legal system of such jurisdiction. Therefore, our contractual arrangements with the registered shareholder of KUFI to be performed by KUFI may not be as effective as direct ownership.

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An active trading market for our ordinary shares or the ADSs may not develop and the trading price for the ADSs may fluctuate significantly.

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If analysts publish inaccurate or

unfavorable research, the price and trading volume of our ADSs could decline.

The trading market for our ADSs depends in part on

the research and reports that analysts publish about our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our ADSs or publish inaccurate or unfavorable research about our business, the price of our ADSs would likely decline. If few analysts cover us, demand for our ADSs could decrease and our ADS price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering us in the future or fail to publish reports on us regularly. In addition, analysts may establish and publish their own periodic projections for us. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these research analysts.

If you purchase ADSs in this

Because our initial public offering price

Because our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution, representing the difference between the initial public offering price per ADS and our net tangible book value per ADS, after giving effect to the net proceeds we receive from this offering. In addition, you may experience further dilution in connection with the issuance of ordinary shares upon the exercise or vesting, as the case may be, of our future share incentive awards, if any. See "Dilution" for a more complete description of how the value of your investment in the ADSs will be diluted upon the completion of this offering and the concurrent private placement.

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We are an exempted company incorporated under the laws of the Cayman

exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (Revised) of the Cayman Islands, or the Companies Act, and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by the shareholders) or to obtain copies of lists of shareholders of these companies. Under our post-offering memorandum and articles of association that will become effective immediately prior to completion of this offering, our directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of shareholders not being directors, and no shareholder (not being a director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorised authorized by the directors, provided that the shareholders shall receive the annual audited financial statements of the Company. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

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If you or any other holders or beneficial owners

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including outcomes that could be less favorable to the plaintiff(s) in any such action.

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The voting rights of holders of ADSs are limited by the

holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct the voting of the ordinary shares underlying your ADSs.

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If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

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We are subject to complex tax laws and

We could be subject to additional tax liabilities due

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and 11 more changes in the filing

Use of proceeds 7 changes

We intend to use the

The foregoing represents our current intentions based upon our present plans and business conditions to use the net proceeds of this offering.

We expect to receive (i) estimated net proceeds from this offering of approximately US$ million, or approximately US$ million if the underwriters exercise their option to purchase additional ADSs in full, based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us, and (ii) net proceeds from the concurrent private placement of approximately US$ million. A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to us from this offering by US$ million, assuming the underwriters do not exercise their option to purchase additional ADSs and the number of ADSs offered by us, as set forth on the front cover of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

We intend to use the net proceeds for general corporate purposes, including to fund growth initiatives such as investments in technology, distribution, new solutions, market expansion and for potential acquisitions or strategic investments.

The foregoing represents our

current intentions based upon our present plans and business conditions to use the net proceeds of this offering and the concurrent private placement. Our management, however, will have significant flexibility and discretion to apply the net proceeds. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering and the concurrent private placement differently than as described in this prospectus.

To the extent that the net proceeds we receive from this offering and the concurrent private placement are not immediately applied for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing debt instruments or bank deposits.

Capitalization 1 change

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on a pro forma basis to give effect to the automatic conversion or re-designation, as the case may be, of all of the issued and outstanding preferred shares on a one-for-one basis into ordinary shares immediately prior to the completion of this offering; and on a pro forma as adjusted basis to give effect to (i) the automatic conversion or re-designation, as the case may be, of all of the issued and outstanding preferred shares on a one-for-one basis into ordinary shares immediately prior to the completion of this offering; and (ii) the issuance and sale of ordinary shares in the form of ADSs in this offering, and the receipt of approximately US$ in estimated net proceeds, considering an offering price of US$ per ADS (the midpoint of the estimated range of the 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, assuming the underwriters do not exercise the over-allotment option; and (iii) the issuance and sale of ordinary shares in the concurrent private placement, and the receipt of approximately US$ in estimated net proceeds, considering an offering price of US$ per ADS.

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Dilution 5 changes

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Without taking into account any other changes in such net tangible book value after 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, and (iii) our issuance and sale of ordinary shares in this concurrent private placement at an assumed initial public offering price of US$ per ADS, our pro forma as adjusted net tangible book value as of 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:

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Pro forma net tangible book value as of 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 and the concurrent private placement 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 June 30, 2026, the differences between the existing shareholders, concurrent private placement investor and the new investors with respect to the number of ordinary shares purchased from us in this offering and the concurrent private placement, the total consideration paid and the average price per ordinary share paid at the initial public offering price of US$ per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include the ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

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Concurrent private placement investor

The discussion and tables above assume no exercise of any options outstanding as of the date of this prospectus. To the extent that any options are exercised, there will be further dilution to new investors. As of the date of this prospectus, no options to purchase ordinary shares of OPay Limited were have been granted. and outstanding but not exercise.

Enforceability of Civil Liabilities 3 changes

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We have appointed , located

We have appointed Cogency Global Inc., located at 122 East 42nd

at , Street, 18th Floor, New York, NY 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

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MD&A 38 changes

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In addition to Nigeria, we

platform built to address for the challenges of emerging markets. We use technology to enable advance financial inclusion, connecting empowering millions of consumers and businesses to make transactions safer with fast, reliable and easier. secure financial services.

OPay was the No. 1 No.1 finance app with a 7.3% 9.9% market share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and also the No. 2 No.2 app across all categories in Nigeria, according to Frost & Sullivan, based on DAU as of June 30, July 31, 2026, according to Frost & Sullivan. Over the coming decades, we aspire to serve become a leading national payment app in more countries across Africa, serving billions of users and millions of merchants, worldwide, while generating both creating jobs and economic opportunity.

Since launching in Nigeria, we have pioneered

Since launching in Nigeria, we have pioneered seamless digital payments to become the country's leading digital financial platform. We have built an integrated suite of solutions to serve the financial needs of consumers and merchants.

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.

General Factors Affecting Our Results of Operations

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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 finance app with an 7.3% a 9.9% market share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and also the No. 2 app across all categories in Nigeria, in, according to Frost & Sullivan, based on DAU as of June 30, July 31, 2026, according to Frost & Sullivan.

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Historically, a main

Our transaction-based

portion of our revenue came from transaction-based services Under this model, we primarily charge represents transaction-based fees or commissions upon the successful completion of payment transactions, with pricing influenced by transaction type, channel and volume. This revenue stream is mainly driven by the growth of our user base and transaction volume enabled on the OPay platform. Revenue from loan financing services represents another key revenue source, primarily derived from our credit service activities in Nigeria, where pricing reflects borrower risk profiles, loan tenor and funding structure. In addition to the above, we generate revenue from (i) loan facilitation services in Indonesia, (ii) interest income from short-term investments, and (iii) other income mainly from the sale of POS terminals and performance-based marketing services provided to merchants and others.

Robust Technological Foundation and Advanced

Data-Driven Risk Management

Robust Technological Foundation and Advanced Data-Driven Risk Management Our success is underpinned by a robust and scalable technology infrastructure, built around advanced AI and big data analytics. These capabilities enable us to process millions of transactions, ensuring that our users receive fast, secure, and reliable services. AI-powered models play a critical role in key functions such as credit scoring, fraud detection, and customer service automation. By personalizing financial solutions based on user data, we enhance the overall user experience and provide tailored financial services that meet the unique needs of each customer.

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As transaction volume scales, we

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.

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As of/For the Year Ended

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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 first half of 2026, our CAC excluding Indonesia were US$2.0. was US$1.9. 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.

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For the Year Ended December 31,

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(in thousands, except for percentages)

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For the Year Ended December 31,

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(in thousands, except for percentages)

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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.

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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 arising 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.

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

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Transaction-Based Expenses. Our transaction-based expenses decreased by 20.2% from US$18.0 million in 2024 to US$14.3 million in 2025, mainly due to lower channel costs with banks and other partners as a result of economies of scale resulting arising from increased transaction volume, as well as optimization of channel selection algorithms.

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In utilizing the proceeds that we expect to receive from

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

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

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Net cash provided by operating activities in 2025, was US$152.2 million. This amount was primarily attributable to the net income of US$72.5 million, adjusted for non-cash expenses such as (i) provision for credit losses of US$121.3 million, (ii) depreciation and amortization of US$4.5 million, and (iii) inventory write-down of US$3.0 million. This amount was further adjusted by changes in assets and liabilities, primarily including (i) increase in loans and interest receivable of US$28.7 million, (ii) increase in prepaid expenses and other current assets of US$22.3 million, and (iii) increase in accounts receivable and contract assets, net, of US$16.2 million; partially offset by (i) increase in accounts payable and accrued liabilities of US$31.2 million and (ii) increase in operating lease liabilities of US$1.2 million.

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Net cash provided by financing activities in 2025 was US$474.2 million. This amount was primarily attributable to (i) net increase in interest-bearing deposited deposits by customers of US$420.9 million and (ii) proceeds from preferred shareholders of US$100.0 million; partially offset by net decrease in funds payable and amounts due to customers of US$20.8 million.

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Capital Expenditures

Our material cash requirements as of June 30, 2026 primarily included our capital expenditures and contractual obligations. We intend to fund our material cash requirements with our cash balance and proceeds from this offering and the concurrent private placement.

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We generate revenue from contracts with customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration that the we expect to receive in exchange for those services. We elected to exclude sales taxes and other similar taxes from the measurement of the transaction price. We utilized the practical expedient under ASC 606-10-50-14 and do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

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transact a majority of our business in Nigeria, which is not freely convertible into foreign currencies. The Nigeria government launched Foreign Exchange (Monitoring & Miscellaneous Provisions) Act No. 17("FX Act No. 17").

We are exposed to interest rate risk on its short-term investments, loans and interest receivable and interest-bearing liabilities.

transact a majority of our business in Nigeria, which is not freely convertible into foreign currencies. The Nigeria government in 1995, enacted the Foreign Exchange (Monitoring & Miscellaneous Provisions) Act No. 17 of 1995 ("FX Act No. 17"). establishes FX Act No. 17 established an autonomous foreign exchange market (AFEM) for transactions in convertible currencies, including banknotes, coins, traveler's checks, and wire transfers; mandates that all foreign exchange transactions must comply with documentation requirements; transactions exceeding $5,000 (or equivalent) must be declared for statistical purposes; prohibits unsupported or vague transactions and allows authorized dealers (banks or entities designated by CBN) to facilitate foreign exchange trades. Besides, the CBN Act, 2007 ("CBN Act"), Section 16 grants the CBN authority to determine the exchange rate mechanism, supporting a managed floating regime and requires the CBN to issue periodic guidelines for foreign exchange market operations. The FX Act No. 17 and regulations, circulars and guidelines made thereunder by the CBN, including in particular the Nigerian Foreign Exchange Manual, 2026 govern the regulatory framework for foreign exchange transactions in Nigeria and the official Nigerian Foreign Exchange Market.

We are exposed to interest rate risk on its short-term investments, loans and interest receivable and interest-bearing liabilities. Fluctuations in market interest rates may negatively affect our financial condition and results of operations. We have not been exposed to material risks due to changes in market interest rates as the short-term investments, loans and interest receivable and interest-bearing liabilities held by us all bear interest at a fixed interest rate.

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Industry 25 changes

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Africa, we operate in Nigeria and Egypt. Nigeria is our largest market today, and Egypt is one of our expansion markets. These countries represent two of the continent's largest and most underpenetrated financial services opportunities.

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Young, mobile-first populations, expanding digital infrastructure, proactive regulatory reform and the rapid growth of digital economies are enabling new financial services models that can reach underserved segments at scale in Nigeria and Egypt. In both markets, we address the same fundamental challenge: a large share of economic activity activities remains outside the formal financial system because traditional banks cannot profitably serve customers who lack collateral, credit history or steady salaries. This convergence of demographic, technological, regulatory and behavioral factors create a substantial, long-term opportunity for digital-first platforms.

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Large, Young and Tech-savvy Populations

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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.

This generational shift is one of the most important long-term drivers of digital banking adoption in our markets.

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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.

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

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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.

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Indonesia's digital economy has expanded rapidly, growing at a compound annual growth rate of approximately 14% between 2021 and 2025 and is projected to grow at approximately 16% between 2025 and 2030. Despite this momentum, the digital economy accounted for only approximately 7% of GDP in 2025, indicating substantial headroom for further digitalization across commerce, payments and financial services.

As in Nigeria, Indonesia's

As in Nigeria, Indonesia's traditional banking sector has historically focused on government entities, large corporates and a narrow segment of salaried, urban consumers. As a result, significant portions of the population and MSMEs remain underserved by formal financial services, with everyday commerce still reliant on cash and informal mechanisms, particularly among micro-merchants and in non-urban areas. This underpenetration reflects legacy distribution and product design rather than a lack of consumer or merchant demand.

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Pakistan is a near-term

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 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 financial

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.

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Digital payment adoption has been driven by strong growth across mobile banking, branchless banking and digital wallets. In FY25, mobile and internet banking transactions increased by more than 61% by volume, while branchless banking mobile wallet transactions grew to approximately 4.2 billion transactions, with transaction value increasing to approximately US$51 billion. Digital wallet usage expanded rapidly, with the number of digital wallet users increasing by approximately 57% year-on-year, albeit from a relatively low base.

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By Monthly Active Users, OPay accounts for approximately 61.9% 66.1% of active users across all financial applications in the first half of 2026, 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, the first half of 2026, OPay is the largest processor of digital payment and transfer in Nigeria by GTV, according to Frost & Sullivan.

Furthermore, OPay ranks as the 5 th 3rd and 4th highest-ranked app overall in Nigeria by Daily Active Users and Weekly Active Users, notably being the sole financial application to break into the Top 5 overall ranking, and ranks as the 6th highest-ranked app overall in Nigeria by Monthly Active Users, notably being the sole financial application to break into the Top 10 overall ranking in the first half of 2026, according to Frost & Sullivan.

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We believe the combination

Our Okash digital lending platform ranks first among all digital lending applications in Nigeria in 2025, the first half of 2026, with active users approximately 1.2 1.6 to 4.4 6.6 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.

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

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

Business 70 changes

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OPay is a digital financial platform built to address for the challenges of emerging markets. We use technology to enable advance financial inclusion, connecting empowering millions of consumers and businesses to make transactions safer with fast, reliable and easier. secure financial services.

OPay was the No. 1 finance

finance app with a 7.3% 9.9% market share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and also the No. 2 app across all categories in Nigeria, according to Frost & Sullivan, based on DAU as of June 30, July 31, 2026, Over the coming decades, we aspire according to serve billions of users and millions of merchants worldwide, while generating both jobs and economic opportunity. Frost & Sullivan.

Over the coming decades, we aspire to become a leading national payment app in more countries across Africa, serving billions of users and millions of merchants, while creating jobs and economic opportunity.

Our 7.3% 9.9% market share is measured by DAU in Africa and the Middle East as of is measured by MAU in the six months ended 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.

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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.

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The Challenge of Financial Infrastructure in Emerging Markets

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Africa serves as a key example of these challenges. According to

According to Frost & Sullivan, the continent, which is home to more than a quarter of the global population, faces significant hurdles in financial infrastructure, including:

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Market leadership and user reach. OPay was the No. 1 finance app with a 7.3% 9.9% market share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and also the No. 2 app across all categories in Nigeria according to Frost , Sullivan, based on DAU as of June 30, July 31, 2026, according to Frost & Sullivan.

Transaction scale and platform throughput. We processed 90.1 billion transactions, representing $558 US$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 DAU as of July 31, 2026. OPay had 50.1 million and 26.8 million MAU and DAU as of 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 US$1.56 billion during the last 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 unique borrowers we had in the first quarter of 2024.

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OUR COMPETITIVE STRENGTHS

Technology Built to Empower People

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We believe app-based fintech platforms represent a

OPay was the No. 1 finance app with an 7.3% 9.9% market share in Africa and Middle East based on DAU as of measured by MAU in the six Months ended 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.

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

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We have built an ecosystem that connects consumers and merchants through a single platform, creating a self-reinforcing cycle of engagement and adoption. Our consumer base grows organically, by word-of-mouth and by our omnichannel approach, combining a digital-first platform with offline distribution. As our consumer base grows, we become more valuable to merchants seeking reliable acceptance and higher conversion, and as merchant acceptance expands, we increase the everyday utility of OPay for consumers. This flywheel supports sustained growth across payments and adjacent services. As a testament, the DAUs of OPay app increased from 15.1 million in 2024 to 25.8 million in the second quarter of 2026.

Starting from payments, we have expanded

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

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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 digital wallet payment MAU transacted 209 times per month, on average during the first half of 2026.

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These capabilities also strengthen our

These capabilities also strengthen our credit and risk systems. For credit products, we leverage a data-driven risk-control framework using user information, official credit records where available, and device and behavioral signals to support automated decisioning and pricing. As transaction volume grows, the resulting feedback loop improves model accuracy and personalization, reinforcing the performance of our ecosystem over time.

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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.

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As of the date of this prospectus, all of our saving

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

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

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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 amounted to US$9.2 million or 4.5%, US$47.3 million or 8.8% and US$50.6 million or 10.8%, of our total revenues in 2024, 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, US$10.9 million, or 2% 2.1% 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 , merchant loans and BNPL. Together, they provide users with flexible, data-driven access to liquidity for both personal and commercial needs.

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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 6.8% in June 2026. We believe there remains substantial potential for further growth in the penetration.

The key terms of our credit products vary by product type, but our loans generally carry fixed interest rates or fixed fee-based pricing, rather than variable interest rates. Under our self-operated consumer loan products, personal loans are typically repaid in monthly installments, although certain borrowers may also be offered shorter-tenor products, such as 7-day or 15-day loans. Our merchant loans products are generally structured with 15-day installment periods, with flexibility for weekly, biweekly or monthly repayment schedules depending on the borrower profile and product terms.

To analyze the number of borrowers we have versus our wallet MAU, we consider the ratio of the number of users who borrow in a given month to the number of wallet MAU for that month. Since January 2024, our borrowers have increased faster than our wallet MAU, as a result, this ratio increased from 1.7% in January 2024 to 6.8% in June 2026. We believe there remains substantial potential for further growth in this ratio.

The key terms of our credit products vary

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

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Our annual average NPL ratio

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.

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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

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.

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.

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For the period ended June 30, 2026, the aggregate

aggregate loan disbursement amount of Merchant Loans was US$99.0 million, across 20 thousand transactions, and revenue generated from this product was 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.

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

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verification and anti-fraud screening to protect user authenticity and prevent organized fraud. Biometric and facial recognition checks are cross-verified with official databases, reducing manual review rates from about 30% in the first half of 2024 to below 2% in Nigeria as of the first half of 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.

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Our proprietary in-house risk

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:

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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.

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INDEPENDENT AGENT BANKING NETWORK

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We built our technology platform to

Serving emerging markets

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

We built our technology platform to support high-frequency, everyday financial activity at national scale in emerging markets. From inception, our focus has been on reliability, scalability, and user experience in environments characterized by rapidly changing demand, uneven infrastructure, and low tolerance for service disruption. Our platform is designed to process large transaction volumes with high success rates, enable rapid product iteration, and deliver consistent performance for users and merchants as usage scales. During the second quarter of 2026, our platform supported approximately US$2.0 billion in average daily GTV.

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Our platform operates on cloud infrastructure with redundancy and failover capabilities designed to maintain availability during infrastructure disruptions or traffic surges. We partner with leading cloud providers, including regional providers with data centers across Africa, for our core transaction processing infrastructure. This enables low-latency performance and consistent service delivery across Nigeria and our other markets. Automated monitoring, load balancing, and auto-scaling enable us to maintain service levels as transaction volumes scale. During peak periods in the first half of 2026, our infrastructure supported elevated transaction volumes with no service degradation.

Open Integrations and Ecosystem Enablement

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As of the date of this prospectus, we have 30 40 trademarks, and we are also the registered holder of nine domain names in Singapore.

Despite our efforts, unauthorized parties may still attempt to copy or infringe on our intellectual property and technology.

Despite our efforts, unauthorized parties may still attempt to copy or infringe on our intellectual property and technology. Monitoring and addressing such unauthorized behavior is challenging and costly, and there is no guarantee that the measures we have implemented will fully prevent the misappropriation. From time to time, we may need to initiate litigation to enforce our intellectual property rights, which may cause us to incur significant costs and divert management resources. Conversely, third parties may file lawsuits against us, claiming infringement of their proprietary rights or seeking declarations of their non-infringement pertaining to our intellectual property. If such claims are successful and we are unable to develop non-infringing alternatives or secure licenses for the disputed technology promptly, our business operations could be materially and adversely affected. For details, see "Risk Factors — Risks Related to Doing Business in Jurisdictions Where We operate — —It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection."

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The competition in this sector will continue

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

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Beyond education, our operations support direct and indirect jobs through our offline agent network and our merchant ecosystem. Through onboarding and customer support, we also contribute to digital literacy by helping users transition from cash-based transactions to safer, digitally enabled financial behavior.

Through onboarding and customer support, we also contribute to digital literacy by helping users transition from cash-based transactions to safer, digitally enabled financial behavior.

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As of June 30, 2026,

Our board and its committees provide oversight

Our board and its committees provide oversight of audit, risk management, compliance and compensation matters. We maintain a comprehensive code of conduct covering anti-corruption, anti-bribery, conflicts of interest, insider trading and confidentiality, supported by regular employee training. Employees and partners have access to confidential whistleblower channels that allow anonymous reporting of misconduct without fear of retaliation. We also expect our suppliers and partners to adhere to ethical and legal standards consistent with our policies.

Employees and partners have access to confidential whistleblower channels that allow anonymous reporting of misconduct without fear of retaliation. We also expect our suppliers and partners to adhere to ethical and legal standards consistent with our policies.

June 30, 2026, we had a total of 992 employees. The following table sets forth the breakdown of our employees as of June 30, 2026 by function:

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As of the date of this prospectus, most of our employees were based in Nigeria. We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes in the past. None of our employees are represented by labor unions with respect to his or her employment.

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We are currently not a

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management's time and attention.

Regulation 76 changes

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requires data controllers of major importance to appoint a data protection officer who has expert knowledge of data protection law and practices. This officers officer is to be responsible for providing expert opinion and guidance on data protection matters, and serves as a liaison with regulators.

The Foreign Exchange (Monitoring and Miscellaneous Provisions) Act, Chapter F34, Laws of the Federation of Nigeria, 2004 (as amended) ("FEMM Act") primarily regulates foreign exchange transactions and makes provisions for the monitoring of the inflow and outflow of foreign currency in Nigeria.

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Financial Reporting Council of Nigeria (Amendment) Act, 2011 was amended by the Financial Reporting Council of Nigeria (Amendment) Act, 2023 ("FRC Act"). The FRC Act establishes the Financial Reporting Council of Nigeria ("FRCN") which is responsible for enforcing compliance with auditing, corporate governance and financial reporting standards in Nigeria. The FRCN from time to time, develops and publishes accounting and financial reporting standards to be complied with by public interest entities, and is entitled to receive copies of annual reports and financial statements of public interest entities, and ensure compliance with the FRC Act.

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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.

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.

PSSPs and PTSPs fall within the Payment Solution Service ("PSS") Category. The scope of OFIs includes MMOs and entities within the PSS categories, and MFBs.

CBN Guidelines on Regulatory Capital Issued in September 2021 (the

"Regulatory Capital Guidelines")

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").

The Regulatory Capital Guidelines does do not provide any sanction or penalty where a bank has not met the CAR requirement. However, under the 2012 Guidelines, where a bank fails to meet the applicable capital adequacy requirements, the CBN may take certain supervisory or regulatory actions against such banks until the required ratio is restored, including prohibiting such banks from:

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The 2012 Guidelines provide that additionally such bank shall be required to submit, within a specified period, a recapitalization plan acceptable to the CBN and NDIC, and the failure to comply with the foregoing shall constitute grounds for the revocation of the operating licence license of the bank, or such other penalties as may be deemed appropriate.

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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.

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Consumer Protection Framework for Banks and other Financial Institutions Regulated by the CBN, 2016 (the "CP Framework") Banks and other financial institutions in Nigeria are required to comply with the CP Framework, to ensure that consumers of financial services are adequately protected and treated fairly. The CP Framework mandates financial institutions to ensure proper disclosure and transparency in financial products and services, and to implement effective legal, regulatory and supervisory structures to protect consumers. Under the CP Framework, the consumer protection department (now redesignated as the consumer protection and financial inclusion department) of the CBN is responsible for developing and implementing mechanisms to ensure effective supervision of Nigerian financial institutions in relation to consumer protection, through offsite supervision and onsite examination.

CBN Consumer Protection Regulations 2019 (the "CP Regulations")

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The CBN has published various documents affecting the anti-money laundering/KYC etc compliance framework for Financial Institutions.

CBN Regulations on Money Laundering, Know Your Customer (KYC), Blacklisting etc.

Your Customer (KYC), Blacklisting etc.

The CBN has published various documents affecting the anti-money laundering/KYC etc compliance framework for Financial Institutions. Major publications include: (a) CBN (Anti Money (Anti-Money Laundering, Combating the Financing of Terrorism and Countering Proliferation Financing of Weapons of Mass Destruction in Financial Institutions) Regulations, 2022; (b) CBN Guidelines for Licensing of Banks and Other Financial Institutions in Nigeria on Anti Money Anti-Money Laundering, Combating the Financing of Terrorism and Countering Proliferation Financing of Weapons of Mass Destruction, 2022; (c) Guidance Note on Politically Exposed Persons (PEP), 2023; (d) Guidance Note on Anti Money Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT) Regulations for Other Financial Institutions, 2022; and (e) CBN Customer Due Diligence Regulations 2023.

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Issued in 2021, the Nigerian Financial Services Industry Information Technology Standards Blueprint for PSPs and National Microfinance Banks sets out minimum requirements for the Infrastructure Technology (IT) to be used and deployed by financial institutions. The blueprint prescribes the important capability areas which must be developed by PSBs PSPs and National Microfinance Banks which are: strategic IT alignment, architecture and information management, solutions delivery, service management and operations, information technology security and IT innovation.

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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.

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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.

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In 2011, the CBN revised the microfinance

CBN's Circular on the Review of Minimum Capital Requirement for Microfinance Banks in Nigeria dated October 22, 2018 Following the CBN's review of the microfinance sub-sector, and its ability to meet the critical targets set out in the Policy, in 2018, the CBN ascertained the need for specific reforms to strengthen the subsector and reposition microfinance banks for improved performance.

The CBN's Microfinance Policy Framework for Nigeria

Policy Framework for Nigeria Revised on April 29, 2011 (the "Policy")

In 2011, the CBN revised the microfinance policy framework which was first introduced in 2005. The Policy aims to establish a framework for achieving the CBN's objectives for the microfinance banking sub-sector, including the promotion of synergy and mainstreaming of the informal microfinance sub-sector into the formal financial system, enhancement of service delivery to micro, small and medium enterprises and mobilization of savings for intermediation and rural transformation. The Policy seeks to increase participation in microfinance activities, and access to financial services.

The CBN's Circular on

Pursuant the Review of Minimum Capital Requirement for Microfinance Banks in Nigeria dated March 7, 2019 and April 29, 2020 Further to this circular, the foregoing circulars, the CBN increased the minimum capital requirement of microfinance banks as follows: (a) Unit Microfinance Bank Tier 2 MFBs - ₦50,000,000 (Fifty Million Naira); (b) Tier 1 MFBs - ₦200,000,000 (Two Hundred Million Naira); (b) (c) State Microfinance Bank - ₦1,000,000,000 (One Billion Naira); and (c) (d) National Microfinance Bank -N5,000,000,000 (Five Billion Naira). The review of the minimum capital requirement was aimed at addressing challenges in the sub-sector, including inadequate capital base, weak corporate governance, and ineffective risk management practices.

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The CBN's Regulation of OPay Digital Services

Limited, and Soti Payment Limited

CBN's Circular to all

Payment Service Providers, Banks and Other Financial Institutions on New License Categorisation for Nigerian Payment Systems dated December 9, 2020 (the "NLC Circular") On December 9, 2020, the CBN published the NLC Circular, which clarified the licenses that apply to the Nigerian Payments System.

The CBN's Regulation of OPay Digital Services Limited, and Soti Payment Limited CBN's Circular to all Mobile Money Operators, on the Review of Daily Mobile Money Wallet Transaction and Balance Limit and Bank Verification Numbers (BVN) Requirement for Mobile Money Wallet Holders On September 7, 2017 the CBN issued a circular to all mobile money operators reviewing the daily transaction limit and balance limit on mobile money wallets, to afford users of mobile money services, more flexibility in the use of mobile money wallets. The CBN revised the daily cumulative transaction limit and cumulative balance limit respectively, to ₦50,000 (Fifty Thousand Naira) and ₦300,000 (Three Hundred Thousand Naira) for KYC level 1, ₦200,000 (Two Hundred Thousand Naira) and ₦500,000 (Five Hundred Thousand Naira) for KYC level 2, and ₦5,000,000 (Five Million Naira) and unlimited, for KYC level 3. To further promote financial inclusion, the CBN also clarified that whilst BVN is mandatory for mobile money wallet holders on KYC levels level 3 and 2, it is not required as part of the KYC documentation for mobile money wallet holders on tiered KYC lever level 1.

CBN's Circular to all Payment Service Providers, Banks and Other Financial Institutions on New License Categorisation for Nigerian Payment Systems dated December 9, 2020 (the "NLC Circular") On December 9, 2020, the CBN published the NLC Circular, which clarified the licenses that apply to the Nigerian Payments System. Pursuant to the NLC Circular, payments system licensing is streamlined to permissible activities in 4 (four) broad categories: switching and processing, MMO, PSS and regulatory sandbox. Payments system companies in the PSS category may hold any or all of the following licenses: PSSP, PTSP and super-agent authorization.

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Section 37 of BOFIA enables the CBN

the CBN for the purpose of rescuing failing specialized banks and OFIs to make determination that any eligible instrument issued by the specialized bank or OFIs or to which the specialized bank or OFI is a party or is subject to:

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Under BOFIA, no entity is permitted to carry on specialized banking business in Nigeria unless it is duly incorporated in Nigeria and holds an enabling license issued by the CBN.

legislation that regulates banking activities in Nigeria. BOFIA sets out the regulatory and supervisory powers of the CBN over specialized banks in Nigeria, including the issuance and revocation of banking licenses, the opening and closing of bank branches and the restructuring and reorganization of banks. Under BOFIA, no entity is permitted to carry on specialized banking business in Nigeria unless it is duly incorporated in Nigeria and holds an enabling license issued by the CBN.

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As the government agency

As the government agency responsible for maintaining general surveillance over the Nigerian foreign exchange system pursuant to the FEMM Act, the CBN licenses authorized dealers under the FEMM Act. Pursuant to Section 1(2) of the FEMM Act, the CBN may also issue regulations from time to time, concerning procedures for transactions in foreign exchange.

The CBN has the sole responsibility of

The CBN has the sole responsibility of maintaining a sound financial system, and remains focused on preserving the value of the domestic currency and maintaining exchange rate stability. The CBN conducts regular stress tests to assess the soundness and stability of the financial system through top-down solvency and liquidity stress testing to identify and analyze banking industry vulnerabilities and risks.

The CBN's principal governing body is the Board of Directors which consists of the Governor of the CBN, who acts as the Chairman, 4 (four) Deputy Governors, the Accountant-General of the Federation, the Permanent Secretary of the Ministry of Finance and five other Directors. Each Deputy Governor overlooks one of the five directorates of the CBN, namely Operations Directorate, Governors' Directorate, Corporate Services Directorate, Financial System Stability Directorate (the "Financial System Stability Directorate") and Economic Policy Directorate. There are 6 (six) departments under the remit of the Financial System Stability Directorate: (i) banking supervision, (ii) consumer protection and financial inclusion, (iii) financial policy and regulation department, (iv) other financial institutions supervision, (v) payments system supervision, and (v) development and finance institutions supervision.

The functions of each department of the Financial System Stability Directorate are as follows:

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Consumer Protection and Financial Inclusion Department (previously known as Consumer Protection Department:

Consumer Protection Department: This department is mandated to establish and manage redress mechanisms for resolving consumer complaints, conduct consumer compliance examination, and foster public trust in the financial system. This department is also responsible for the development and implementation of an effective consumer protection framework that promotes consumer trust in Nigeria's financial system.

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Indonesia Standard Industrial Classification and Indonesian Positive Investment List For regulatory and supervisory purposes, the Indonesian Government has established the Standard Classification of Indonesian Business Fields ("KBLI") based on Central Bureau of Statistics ( Badan Pusat Statistik – BPS) Regulation No. 2 of 2020 ("KBLI 2020"), which serves as the official classification of business activities. KBLI correlates with a company's minimum investment value, licensing requirements, as well as foreign shareholding limitations. Under the Investment Law and Government Regulation No. 28 of 2025 on the Implementation of Risk-Based Business Licensing ("GR 28/2025"), all business sectors are open to investment unless specifically restricted. Moreover, As per Minister of Investment and Downstream Industry Regulation/Head of the Investment Coordinating Board Regulation No. 5 of 2025 on Guidelines and Procedures for the Implementation of Risk-Based Business Licensing and Investment Facilities through the Electronically Integrated Business Licensing System (Online Single Submission) ("MOID Reg 5/2025"), an administrative branch office performs only administrative functions and must be registered through the OSS System. In financial sectors, licensing and investment must comply with sectoral laws. The Fintech Lending business (KBLI 64951) is regulated by the Financial Services Authority ("OJK") under Financial Service Authority Regulation No. 40 of 2024 on Information Technology-Based Joint Funding Services (the "POJK 40/2024"), Financial Service Authority Circular Letter No. 19/SEOJK.06/2025 on the Implementation of Information Technology-Based Joint Funding Services (the "SEOJK 19/2025"), and related regulations. Under POJK 40/2024, foreign ownership in Fintech Lending Operators cannot exceed 85% of issued and paid-up capital.

Under POJK 40/2024, foreign ownership in Fintech Lending Operators cannot exceed 85% of issued and paid-up capital.

Investment Value, Capital Requirement, and Repatriation

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b. Fund Recipients. A Fintech Lending Operator is prohibited from providing Fundings other than to Fund Recipients domiciled within Indonesia, which consist of: (i) Indonesian citizens, (ii) at least 18 years old or have married, (iii) have an average gross income of at least IDR 3 million and (iv) utilize their own device in the Funding process (this provisions shall only take effect no later than January 1, 2026).

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Cooperation between Fintech Lending Operators and Third Parties. A Fintech Lending Operator may cooperate with financial or non-financial institutions, such as data providers or partners, as long as the partner is registered, licensed, or recognized by OJK or another authority, the cooperation is formalized in a written agreement, included in the business plan, and conducted with an Indonesian legal entity. Cooperation involving information services, risk mitigation, or outsourcing and Art. 157 (1), (2), (4) - (6).

Cooperation between Fintech Lending Operators and Third Parties. A Fintech Lending Operator may cooperate with financial or non-financial institutions, such as data providers or partners, as long as the partner is registered, licensed, or recognized by OJK or another authority, the cooperation is formalized in a written agreement, included in the business plan, and conducted with an Indonesian legal entity. Cooperation involving information services, risk mitigation, or outsourcing must be reported to OJK within five business days. If informative services are integrated into the Fintech Lending Operator's electronic system, they may only involve financial institutions supervised by OJK. Data-sharing cooperation is allowed to improve lending quality, but it must be documented in a confidentiality agreement specifying the parties, data types, permitted uses, rights and obligations, liabilities, and data retention. All such cooperation must be reported to OJK and comply with personal data protection laws.

Art. 156 (1), (3) - (4);

Art. 157 (1), (2), (4) - (6).

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Art. 142 (1) - (2), and (5) - (6);

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Art. 142 (1) - (2), and (5) - (6);

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e. Personal data may be deleted if: (i) collected or processed without consent or unlawfully;

(ii) no longer aligns with the original purposes; (iii) its use exceeds the agreed period; (iv) its display causes harm to the owner; or (v) the business relationship has ended and is not otherwise governed by an agreement.

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data may be deleted if: (i) collected or processed without consent or unlawfully; (ii) no longer aligns with the original purposes; (iii) its use exceeds the agreed period; (iv) its display causes harm to the owner; or (v) the business relationship has ended and is not otherwise governed by an agreement.

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f. A Fintech Lending Operator must submit both periodic and incidental reports to OJK, which consist of: (i) Monthly Report: Submitted within 10 calendar days after the reporting period, covering financial, operational, and performance data, (ii) Annual Financial Statements: Audited by an OJK-registered accountant, submitted by April 30, and published within a month thereafter, (iii) Incidental Reports: Reports on matters such as fraud or internal audits, to be submitted within 6 business days of the incident.

g. Fintech Lending Operators must implement GCG principles across all operations, supported by written policies and procedures. An annual GCG implementation report must be submitted to OJK by April 30,, detailing practices and corrective action plans.

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Fintech Lending Operator must submit both periodic and incidental reports to OJK, which consist of: (i) Monthly Report: Submitted within 10 calendar days after the reporting period, covering financial, operational, and performance data, (ii) Annual Financial Statements: Audited by an OJK-registered accountant, submitted by April 30, and published within a month thereafter, (iii) Incidental Reports: Reports on matters such as fraud or internal audits, to be submitted within 6 business days of the incident.

g. Fintech Lending Operators must implement GCG principles across all operations, supported by written policies and procedures. An annual GCG implementation report must be submitted to OJK by April 30, detailing practices and corrective action plans.

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Under POJK 40/2024, non-compliance with the

Under POJK 40/2024, non-compliance with the above-mentioned compliance provisions shall subject the Fintech Lending Operator to administrative sanctions ranging from warning letters, suspension of part or all business activities, restriction of certain business activities, downgrade of risk rating result, revocation of approval, prohibition from serving as Controlling Shareholder, member of the BOD, BOC, and/or Administrative fine.

Mandatory Investment Report ("LKPM")

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Anti-Bribery Compliance

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Pursuant to Article 1 of Law No. 27 of 2022 on Personal Data Protection ("PDP Law"), Personal Data is any information about an individual that can identify them, directly or indirectly. It can be specific (e.g., health, biometric, genetic, financial data) or generic (e.g., name, gender, citizenship). The main parties are: the Data Subject (the individual), the Data Controller (who decides how data is used), and the Data Processor (who processes data on behalf of the Controller). Each can be an individual or a company. Data Subject Rights, under Articles 5–13 of the PDP Law, Data Subjects can control their Personal Data. They can access, correct, delete, or request destruction of data, withdraw consent, object to automated decisions, limit processing, claim compensation for violations, and securely transfer their data between Controllers. Data Controller Obligations, under Articles 20–56 of the PDP Law, a Data Controller must handle Personal Data legally, fairly, and transparently. They must inform Data Subjects about data use, correct inaccuracies quickly, keep data secure, and stop processing if consent is withdrawn. Data must be deleted or destroyed when no longer needed or upon request, and authorities must be notified of deletion or breaches. Controllers must appoint Data Protection Officers if required, safeguard cross-border transfers, and ensure overall compliance with the law. Personal Data Processing , data must be processed based on a valid legal basis, such as: consent, contractual obligations, legal requirements, vital interests, public duties, or legitimate interests balanced with the Data Subject's rights ( vide Art. 20 (1) – (2) of the PDP Law). Termination, Deletion, and Destruction of Personal Data, under Articles 42 — 44 of the PDP Law, Data processing must stop when the purpose is achieved, the retention period ends, or the Data Subject requests it. Data must be deleted if it's no longer needed, consent is withdrawn, or was collected unlawfully, and destroyed if retention expires, requested by the Data Subject, or obtained illegally. Data Breach, under the PDP Law, in case of a breach (loss, alteration, disclosure, or unauthorized access), the Data Controller must notify affected parties and the Ministry of Communication and Digital within 72 hours, explaining the cause, affected data, and mitigation steps. If public services or public interest are affected, the breach must also be publicly disclosed. Data Protection Officer , pursuant to Article 53 (1) of the PDP Law, the Data Controller and Data Processor must appoint a Data Protection Officer ("DPO") if: personal data is processed for public services, large-scale monitoring is conducted, or large-scale specific/criminal-related data processing occurs. Data Transfer , under Articles 55 and 56 of the PDP Law, data can be transferred within Indonesia as long as both parties comply with the PDP Law.

personal data is processed for public services, large-scale monitoring is conducted, or large-scale specific/criminal-related data processing occurs. Data Transfer , under Articles 55 and 56 of the PDP Law, data can be transferred within Indonesia as long as both parties comply with the PDP Law. Cross-border transfers are allowed only if the recipient provides adequate protection, there are binding safeguards (e.g., Standard Contractual Clauses), or if the Data Subject gives explicit consent.

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Mandatory Use of Rupiah Currency

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Additionally, and more specifically as a Payment Service Provider (PSP), OPay Egypt is required to comply with the CBE's board of directors' resolution issued on June 17, 2025 with respect to the regulatory framework that focuses mainly on electronic payment services and their providers. This regulatory framework has several facets, including:

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Management 42 changes

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Non-executive Chairman

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Non-executive Director Nominee

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Co-CEO, COO and Executive Director Nominee

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Mr. James Zhou is the founder of OPay and currently serves as the non-executive chairman of our Company. He also serves as the executive chairman of Opera Limited (NASDAQ: OPRA). Mr. Zhou serves as a director in is also the founder of Kunlun Tech Co., Ltd. (SZ: 300418), a company listed on the Shenzhen Stock Exchange. He had also served as a director from April 2020 to May 2021, the chairman of the board from March 2011 2008 to April 2020 and an executive director and general manager from March 2008 to March 2011 in Kunlun Tech Co., Ltd. Mr. Zhou received his bachelor's degree in mechanical engineering and his master's degree in optical engineering from Tsinghua University in 1999 and 2006, respectively.

Mr. Lars Rahbaek Boilesen currently serves as an executive director and Co-CEO of our Company who is responsible for regulatory communication, market entry, and strategic expansion. Since 2021, he has been the Chairman of Bemobi S.A., a technology company specializing in digital payments, customer engagement, and microfinance solutions. He was CEO of Napatech AS in 2024 and 2025, a Danish firm focused on high-performance network and data center applications. Mr. Boilesen served as CEO for Opera Software from 2010 to 2016. He has been a board member, leader of the compensation committee and member of the audit committee in Norwegian Air Shuttle ASA. He has also been a board member at Co-Builder AS, a provider of construction data management solutions, and Chairman of Resights AS, a data analytics company. Mr. Boilesen received a bachelor's degree in economics from Aarhus University in 1992 and a graduate diploma in business administration from University of Southern Denmark in 1994.

Fuzile will serve as a non-executive director of our company, upon closing of the concurrent private placement. Mr. Fuzile has served as the Chief Executive Officer of Africa Regions at Standard Bank Group since April 2025, where he previously served as Group Head of Public Policy and Regulations and Regional Chief Executive of South and Central Regions from September 2024 to March 2025, and as the Chief Executive Officer of The Standard Bank of South Africa Limited from January 2018 to August 2024. Prior to that, he spent more than 19 years at National Treasury of South Africa since February 1998, where he served as Deputy Director, Director, Chief Director, Deputy Director-General and Director-General successively.

Mr. Fuzile holds a Bachelor of Commerce and a Higher Diploma in Education from the University of Transkei in 1989, and a Bachelor of Commerce (Honours) and a Master of Commerce in Economics from the University of Natal in 1992 and 1996, respectively. He also completed the Advanced Management Program in Executive Management at Harvard University in 2009.

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Mr. Stephen Wen currently serves as the Co-CEO and COO of our Company and will serve as an executive director of our company, effectively immediately upon the SEC's declaration of effectiveness of the registration statement on Form F-1 of which this prospectus forms a part. Mr. Wen is responsible for our Company's global business, product development, R&D and other key functions. Mr. Wen has over 20 years of international market experience, including more than 15 ten years across Africa and Asia, and over 15 years of experience in the fintech and digital banking sector. Prior to joining OPay, Mr. Wen worked at Ant Group from 2015 to 2021, where he held several senior leadership positions, including serving as a director of Ant Group's international business group and as the CEO since the founding of Alipay Hong Kong, which is Ant Group's e-wallet platform. Mr. Wen obtained bachelor's degree in telecommunication engineering from Central South University in 2005.

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directors will consist of seven directors, including three independent directors, namely Mr. Trond Riiber Knudsen, Mr. Stephen Malcolmson and Mr. Brian Alan-Mingway Wong, upon the SEC's declaration of effectiveness of our registration statement on Form F-1 of which this prospectus is a part and closing of the concurrent private placement. A director is not required to hold any shares in our company to qualify to serve as a director. The Listing Rules of the NYSE generally require that a majority of an issuer's board of directors must consist of independent directors. However, the Listing Rules of the NYSE permit foreign private issuers like us to follow "home country practice" in certain corporate governance matters. For instance, we rely on this "home country practice" exception and do not have a majority of independent directors serving on our board of directors.

A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the directors. A general notice given to the directors by any director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to the rules of NYSE and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration. The directors may from time to time at their discretion exercise all the powers of the company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service as a director.

The directors may from time to time at their discretion exercise all the powers of the company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service as a director.

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Our audit committee will consist of ,

Our audit committee will consist of Trond Riiber Knudsen, Stephen Malcolmson and . Brian Alan-Mingway Wong. Stephen Malcolmson will be the chairperson of our audit committee. We have determined that Trond Riiber Knudsen, Stephen Malcolmson and Brian Alan-Mingway Wong satisfy the "independence" requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange and Rule 10A-3 under the Exchange Act. We have determined that Stephen Malcolmson qualifies as an "audit committee financial expert." The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

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Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

reviewing the compensation of our non-employee directors and making recommendations to the board for its determination with respect to such compensation;

[selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;

meeting separately and periodically with management and the independent auditors; and monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. Compensation Committee Our compensation committee will consist of , and .

Compensation Committee

Our compensation committee will consist of Trond Riiber Knudsen, Stephen Malcolmson and Brian Alan-Mingway Wong. Trond Riiber Knudsen will be the chairperson of our compensation committee. We have determined that Trond Riiber Knudsen, Stephen Malcolmson and Brian Alan-Mingway Wong satisfy the "independence" requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated, unless specifically invited by the committee. The compensation committee will be responsible for, among other things:

reviewing and approving or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

reviewing periodically and evaluating our executive compensation and benefits policies generally, including the review and recommendation of any incentive-compensation and equity-based plans that are subject to board approval; and selecting a compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person's independence from management.

Nominating and Corporate Governance

reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and selecting a compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person's independence from management.] Nominating and Corporate Governance Committee Our nominating and corporate governance committee will consist of , Trond Riiber Knudsen, Stephen Malcolmson and . Brian Alan-Mingway Wong. Brian Alan-Mingway Wong will be the chairperson of our nominating and corporate governance committee. We have determined that Trond Riiber Knudsen, Stephen Malcolmson and Brian Alan-Mingway Wong satisfy the "independence" requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

overseeing searches for, identifying and recommending to the board qualified individuals for membership on the board and its committees;

reviewing periodically the current composition of the board and its committees after considering issues of judgment, diversity, age, skills, background and experience;

leading the board in self-evaluations to determine whether it and its committees are functioning effectively, reviewing the evaluations prepared by each board committee of its performance, and considering recommendations for proposed changes to the board; and reviewing and approving compensation, including equity-based compensation, for our directors.

Powers and Duties of Directors

making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.] Powers and Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. We have the right to seek damages if a duty owed by our directors is breached. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by the directors is breached.

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declaring dividends (including interim dividends) and other distributions on shares in issue and authorize authorizing payment of the same out of the funds of our company lawfully available therefor;

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but no such term shall be implied in the absence of express provision. A director may be removed from office by ordinary resolution of shareholders, notwithstanding anything in our memorandum and articles of association or in any agreement between the Company and such director (but without prejudice to any claim for damages under such agreement). A director's office shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors;

We [have also entered into]

exercising all the powers of our company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party; and approving the transfer declining to register transfers of shares in our company Terms of Directors and Officers [The Company may by ordinary resolution appoint any person to be a director. The board of directors may, by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting, appoint any person as a director, to fill a casual vacancy on the board or in certain circumstances as an addition to the board of directors. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period set out in a written agreement between the Company our memorandum and the director, if any; articles of association.

Terms of Directors and Officers

Our Company may by ordinary resolution appoint any person to be a director. The board of directors may, by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting, appoint any person as a director, to fill a casual vacancy on the board or as an addition to the board of directors. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the director, if any; but no such term shall be implied in the absence of express provision. A director may be removed from office by ordinary resolution of shareholders, notwithstanding anything in our memorandum and articles of association or in any agreement between the Company and such director (but without prejudice to any claim for damages under such agreement). A director's office shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to the Company; (iv) without special leave of absence from the board, is absent from meetings of the board for three consecutive meetings and the board resolves that his office be vacated; (v) is prohibited by law from being a director; and or (vi) is removed from office pursuant to any other provision of our memorandum and articles of association. Our directors may from time to time appoint any natural person or corporation, whether or not a director to hold such office in the Company as the directors may think necessary for the administration of the Company, including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the directors may think fit. Employment Agreements and Indemnification Agreements We [have entered into] employment agreements with each of our executive officers. Each of our executive officers is employed for a specified time period, which can be renewed upon both parties' agreement before the end of the current employment term. We may terminate an executive officer's employment by giving a prior written notice or by paying certain compensation. An executive officer may terminate his or her employment at any time by giving a prior written notice.

Agreements and Indemnification Agreements

We [have entered into] employment agreements with each of our executive officers. Each of our executive officers is employed for an indefinite term, unless the employment is terminated pursuant to the employment agreement or as mutually agreed by the parties. We may terminate an executive officer's employment for cause at any time without advance notice, and may also terminate an executive officer's employment with or without cause at any time by giving a prior written notice. In the event that we terminate an executive officer's employment other than for cause, we will pay the executive officer any additional amount as required by applicable law. An executive officer may terminate his or her employment at any time by giving a prior written notice.

Each executive officer has agreed to hold, unless expressly consented to by us, at all times during and after the termination of his or her employment agreement, in strict confidence and not to use, any of our confidential information or the confidential information of our customers and suppliers. In addition, each executive officer has agreed to be bound by certain non-competition and non-solicitation restrictions during the term of his or her employment and for two years following the last date of employment.

We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

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

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

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

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Principal stockholders 14 changes

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and 14 more changes in the filing

Related Party Transactions 1 change

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and 1 more change in the filing

Description of the securities 37 changes

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and 37 more changes in the filing

Shares Eligible for Future Sale 3 changes

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and 3 more changes in the filing

Taxation 1 change

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and 1 more change in the filing

Plan of distribution 78 changes

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and 78 more changes in the filing

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2 changes

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Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 4 changes

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and 4 more changes in the filing

Note 12: REDEEMABLE CONVERTIBLE PREFERRED SHARES (cont.) 1 change

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and 1 more change in the filing

Note 18: SUBSEQUENT EVENTS 2 changes

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and 2 more changes in the filing

Note 19: PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (cont.) 7 changes

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and 7 more changes in the filing

Exhibits 15 changes

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and 15 more changes in the filing