OPAY: Securities offering (amended)

Cover page 17 changes

AMENDMENT NO.1 TO FORM F-1

As filed with the U.S. Securities and Exchange Commission on October 9, 23, 2026.

Registration No. 333- 333-299385

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Representing Ordinary Shares

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

Preliminary Prospectus Dated , October 23, 2026

16,000,000 American Depositary Shares

Representing 160,000,000 Ordinary Shares

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 16,000,000 ADSs, each representing ten of our ordinary shares of par value of US$0.000004 each. The underwriters may also purchase up to 2,400,000 ADSs within 30 days to cover over-allotments, if any.

Prior to this offering, there has been no public market for the ADSs. We expect the initial public offering price will be between US$ US$19.00 and US$ per ADS. We have applied to list the ADSs representing our ordinary shares on the New York Stock Exchange, or NYSE under the symbol "OPAY." The closing of this offering is conditioned upon the final approval from the NYSE of our listing application.

US$21.00 per ADS. We have applied to list the ADSs representing our ordinary shares on the New York Stock Exchange, or NYSE under the symbol "OPAY." The closing of this offering is conditioned upon the final approval from the NYSE of our listing application.

The following investors have, severally and not jointly, indicated non-binding interests in purchasing up to an aggregate of US$270 million worth of ADSs in this offering at the initial public offering price: (i) RWC Asset Management LLP and RWC Asset Advisors (US) LLC, for and on behalf of the investment funds and mandates for which they respectively act as discretionary investment manager or adviser (the "Redwheel Group"), up to an aggregate of US$50 million; (ii) the Coronation Africa Frontiers Fund (acting through its discretionary investment manager, Coronation

Investment Management International (Pty) Ltd), up to US$50 million; (iii) Sundt AS, up to US$30 million; (iv) Ludvig Lorentzen AS, up to US$20 million; (v) SCC Foresight Ventures Ltd. and its affiliate (both of which are affiliated with the SCC Entities, our existing shareholders), up to an aggregate of US$30 million; (vi) Ninety One Asia Pte. Limited, up to an aggregate of US$30 million; (vii) 3W Fund Management Limited, the investment manager of one of our existing shareholders, up to US$30 million; (viii) SBVA (formerly known as SoftBank Ventures Asia), one of our existing shareholders, up to US$20 million; and (ix) NGS Super Pty Limited (as trustee for NGS Super), up to

US$10 million. These indications of interest do not constitute binding agreements, commitments or obligations to purchase ADSs. Each of these investors is under no obligation to purchase any ADSs in this offering. Accordingly, these investors, acting in their respective capacities described above, may purchase more, fewer or no ADSs in this offering, and the underwriters are under no obligation to allocate or sell any ADSs to these investors. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these investors, acting in their respective capacities described above, as on other ADSs sold to the public in this offering.

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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.

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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Prospectus summary 2 changes

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The following diagram illustrates our corporate structure, including our significant subsidiaries as that term is defined under Section 1-02 of Regulation S-X under the Securities Act and other entities that are material to our business as of the date of this prospectus. The following table also sets forth the percentage of ownership of our principal shareholders and public shareholders, with shareholding percentages calculated based on the total of 2,107,120,886 ordinary shares immediately following the completion of this offering and the concurrent private placement. Post-offering share numbers and ownership percentages are calculated assuming an initial public offering price of US$20.00 per ADS and no exercise of the underwriters' option to purchase additional ADSs. The shareholding percentages shown below do not give effect to any purchases of ADSs in this offering by our existing shareholders or their affiliates pursuant to their indications of interest.

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Our principal executive offices are located at 30 Raffles Place, #21-01, Singapore 048622. Our telephone number at this address is +65 66719049. Our registered office in the Cayman Islands is located at the office of Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

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Conventions which Apply to This Prospectus 1 change

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

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The offering 20 changes

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We currently estimate that the initial public offering price will be between US$ US$19.00 and US$ US$21.00 per ADS.

16,000,000 ADSs (or 18,400,000 ADSs if the underwriters exercise their over-allotment option in full).

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We have granted the underwriters the right to purchase up to 2,400,000 additional ADSs from us within 30 days of the date of this prospectus, to cover over-allotments, if any, in connection with the offering.

Each ADS represents ten ordinary shares of par value of US$0.000004 each. The depositary will hold the ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement.

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Indication of Interest

The following investors have, severally and not jointly, indicated non-binding interests in purchasing up to an aggregate of US$270 million worth of ADSs in this offering at the initial public offering price: (i) RWC Asset Management LLP and RWC Asset Advisors (US) LLC, for and on behalf of the investment funds and mandates for which they respectively act as discretionary investment manager or adviser (the "Redwheel Group"), up to an aggregate of US$50 million; (ii) the Coronation Africa Frontiers Fund (acting through its discretionary investment manager, Coronation Investment Management International (Pty) Ltd), up to US$50 million; (iii) Sundt AS, up to US$30 million; (iv) Ludvig Lorentzen AS, up to US$20 million; (v) SCC Foresight Ventures Ltd. and its affiliate (both of which are affiliated with the SCC Entities, our existing shareholders), up to an aggregate of US$30 million; (vi) Ninety One Asia Pte. Limited, up to an aggregate of US$30 million; (vii) 3W Fund Management Limited, the investment manager of one of our existing shareholders, up to US$30 million; (viii) SBVA (formerly known as SoftBank Ventures Asia), one of our existing shareholders, up to US$20 million; and (ix) NGS Super Pty Limited (as trustee for NGS Super), up to US$10 million. These indications of interest do not constitute binding agreements, commitments or obligations to purchase ADSs. Each of these investors is under no obligation to purchase any ADSs in this offering. Accordingly, these investors, acting in their respective capacities described above, may purchase more, fewer or no ADSs in this offering, and the underwriters are under no obligation to allocate or sell any ADSs to these investors. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these investors, acting in their respective capacities described above, as on other ADSs sold to the public in this offering.

We will issue 160,000,000 ordinary shares represented by the ADSs in this offering (or 184,000,000 ordinary shares if the underwriters exercise their option to purchase additional ADSs in full).

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Ordinary shares issued and outstanding immediately after this offering and concurrent private placement 2,107,120,886 Ordinary shares of par value of US$0.000004 each (or 2,131,120,886 Ordinary shares if the underwriters exercise their option to purchase additional ADSs in full), in each case calculated assuming an initial public offering price of US$20.0 per ADS.

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ADSs, comprised of 16,000,000 ADSs to be offered in this offering, or 18,400,000 ADSs if the underwriters exercise their option to purchase additional ADSs in full.

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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$ US$291.0 million from this offering (or approximately US$ , US$335.7 million, if the underwriters exercise their option to purchase additional ADSs in full), after deducting underwriting discounts and commissions and the estimated offering expenses, payable by us, and (ii) approximately US$ US$183.6 million from the concurrent private placement.

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[Directed share program

We have agreed with the underwriters, subject to certain exceptions, not to offer, sell or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. Our directors, executive officers, 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 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.

Payment and settlement

The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on , 2026.

At our request, the underwriters have reserved up to % of the ADSs being offered by this prospectus (assuming exercise in full by the underwriters of their option to purchase additional ADSs) for sale at the offering price to certain of our directors, executive officers, employees, business associates and members of their families.] Taxation For certain tax considerations in relevant jurisdictions with respect to the ownership and disposition of the ADSs or ordinary shares, see "Taxation."

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Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the option granted to the underwriters to purchase up to 2,400,000 additional ADSs to cover over-allotments, if any, in connection with the offering.

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

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includes 160,000,000 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 91,806,652 ordinary shares to be issued in the concurrent private placements, assuming an initial public offering price of US$ US$20.00 per ADS, the mid-point of the estimated range of the initial public offering price.

estimated subscription amount and number of ordinary shares to be issued in the concurrent private placement presented in this prospectus are based on the exchange rate published by Standard Bank Group Limited on October 22, 2026. The actual subscription amount and number of ordinary shares will be determined at pricing in accordance with the terms described above and may differ from these estimates.

Risk factors 14 changes

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Purchases of ADSs by investors that have indicated an interest in this offering could reduce the liquidity of our ADSs and increase their price volatility.

Certain investors, including affiliates of certain of our existing shareholders, have indicated non-binding interests in purchasing up to an aggregate of US$270 million of ADSs in this offering at the initial public offering price, as described on the cover page of this prospectus. These indications of interest do not constitute binding agreements or commitments to purchase ADSs. These investors may purchase more, fewer or no ADSs in this offering, and the underwriters may determine to sell more, fewer or no ADSs to them. There can be no assurance that any such purchases will be made. See "Underwriting."

If these investors purchase a substantial portion of the ADSs offered in this offering and retain their holdings following this offering, fewer ADSs may be available for active trading in the public market. This could reduce the liquidity of our ADSs and increase the volatility of their market price. In addition, subsequent sales of a substantial number of ADSs by these investors, or the perception that such sales may occur, could adversely affect the market price of our ADSs.

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We are an 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

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 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

The voting rights of 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.

As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders' annual general meetings. Our post-offering memorandum and articles of association provide that we may (but shall not be obliged to) in each calendar year hold a general meeting as our annual general meeting. As a holder of ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which attach to the ordinary shares underlying your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary, as holder of the ordinary shares underlying your ADSs. If we ask for your instructions, then upon receipt of your voting instructions, the depositary will try to vote the underlying ordinary shares in accordance with those instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise any right to vote with respect to the underlying ordinary shares unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. When a general meeting is convened, you may not receive sufficient advance notice of the meeting to enable you to withdraw the shares underlying your ADSs and become the registered holder of such shares prior to the record date for the general meeting to allow you to attend the general meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our post-offering memorandum and articles of association that will become effective immediately prior to completion of this offering, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the ordinary shares underlying your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. Where any matter is to be put to a vote at a general meeting, the depositary will notify you of the upcoming vote and to deliver our voting materials to you, if we ask it to. We cannot assure you that you will receive the voting material in time to ensure you can direct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to direct how the shares underlying your ADSs are voted, and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.

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We could be subject to additional tax liabilities due

We could be subject to additional tax liabilities due to changes in tax laws, tax audits or our growth, which could affect our profitability and increase our effective tax rate.

subject to complex tax laws and regulations of multiple jurisdictions in which we operate, which are subject to uncertain interpretation. Our interpretation and application of these laws and regulations as well as compliance with specific tax filing requirements, payment obligations and transfer pricing regulations require significant judgment and the use of assumptions and estimates. Our effective tax rate and tax filings reflect our interpretation of such tax laws. As a result, we are exposed to the risk that tax authorities in any of these jurisdictions could disagree with our interpretations of the applicable tax laws or our tax calculations' methodologies, including the classification of our revenues, the pricing of our intercompany transactions or the determinations of the jurisdictions to which profits are attributed. For example, a tax authority could challenge whether our supplies are taxable or exempt for VAT purposes, or could challenge our input VAT recovery methodology. We, including certain of our material subsidiaries, may from time to time be subject to tax audits and other similar proceedings with tax authorities in a number of jurisdictions. In certain cases, the applicable tax authority may challenge one or more tax positions that we have taken. We intend to resolve each of these audits in an efficient manner, including, where appropriate, through arbitration and/or court proceedings. These audits and other similar proceedings, when resolved, could result in additional taxes, including interest and penalties, which could, in turn, adversely affect our business, financial condition, results of operations and future prospects.

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Use of proceeds 1 change

We expect to receive (i) estimated net proceeds from this offering of approximately US$ US$291.0 million, or approximately US$ US$335.7 million if the underwriters exercise their option to purchase additional ADSs in full, based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses, payable by us, and (ii) net proceeds from the concurrent private placement of approximately US$ US$183.6 million. A US$1.00 increase (decrease) in the assumed initial public offering price of US$ US$20.00 per ADS would increase (decrease) the net proceeds to us from this offering by US$ US$14.9 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.

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Capitalization 2 changes

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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; (ii) the issuance and sale of 160,000,000 ordinary shares in the form of ADSs in this offering, and the receipt of approximately US$ US$291.0 million in estimated net proceeds, considering an offering price of US$ US$20 per ADS (the midpoint of the estimated range of the initial public offering price range set forth on the front cover of this prospectus), after deduction of the underwriting discounts and commissions and estimated offering expenses, payable by us, assuming the underwriters do not exercise the over-allotment option; and (iii) the issuance and sale of ordinary shares in the concurrent private placement, and the receipt of approximately US$ US$183.6 million in estimated net proceeds, considering an offering price of US$ US$20 per ADS, after deduction of the estimated expenses.

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Assuming the number of ADSs offered by us as set forth on the cover page of this prospectus remains the same, and after deduction of underwriting discounts and commissions and the estimated offering expenses, payable by us, a US$1.00 change in the assumed initial public offering price of $ $20 per ADS (the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus) would, in the case of an increase, increase and, in the case of a decrease, decrease each of additional paid-in capital, total shareholders' (deficit)/equity and total capitalization by US$ US$14.9 million.

Dilution 5 changes

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US$(837) million, or US$(0.50) US$(1.68) per ordinary share and US$ US$(16.79) per ADS. Net tangible book value represents the amount of our consolidated assets, less intangible assets, goodwill, deferred IPO costs and the amount of our total consolidated liabilities and mezzanine equity. Dilution is determined by considering the effect of the automatic conversion of our issued and outstanding preferred shares and subtracting net tangible book value per ordinary share as adjusted from the initial public offering price per ordinary shares.

Without taking into account any other changes in such net tangible book value after 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 160,000,000 ordinary shares represented by the 16,000,000 ADSs offered in this offering at an assumed initial public offering price of US$ US$20 per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deduction of the underwriting discounts and commissions and estimated offering expenses, payable by us, and (iii) our issuance and sale of ordinary shares in this concurrent private placement at an assumed initial public offering price of US$ US$20 per ADS, after deduction of the estimated expenses, our pro forma as adjusted net tangible book value as of June 30, 2026 would have been approximately US$ US$700.6 million, or US$ US$0.36 per ordinary share and US$ US$3.61 per ADS, to existing shareholders and an immediate dilution in net tangible book value of US$ US$1.64 per ordinary share, or US$ US$16.39 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 0.13 1.34 Pro forma as adjusted net tangible book value after giving effect to the automatic conversion of all of our preferred shares, this offering and the concurrent private placement 0.36 3.61 Amount of dilution in net tangible book value to new investors in this offering 1.64 16.39 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$ US$20 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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The discussion and tables dilution table above assume excludes 168,664,930 ordinary shares reserved under 2026 Equity Incentive Plan because no exercise of any options outstanding restricted share units have been granted or vested as of the date of this prospectus. To the extent that any options restricted share units are exercised, granted and vested, there will be further dilution to new investors. As of the date of this prospectus, no options to purchase ordinary shares of OPay Limited have been granted.

Our History and Corporate Structure 3 changes

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

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

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 2,107,120,886 ordinary shares immediately following the completion of this offering and the concurrent private placement. Post-offering share numbers and ownership percentages are calculated assuming an initial public offering price of US$20.00 per ADS and no exercise of the underwriters' option to purchase additional ADSs. The shareholding percentages shown below do not give effect to any purchases of ADSs in this offering by our existing shareholders or their affiliates pursuant to their indications of interest.

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Regulation 2 changes

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a. Maximum Funding Limit for Funding Recipients . The

a. Maximum Funding Limit for Funding Recipients . The maximum amount of both Consumptive Funding and Productive Funding for each Fund Recipient is IDR 2 billion. This can increase to IDR 5 billion for productive funding if the Fintech Lending Operator's non-performing funding ratio is below 5% over the past six months, and it is not under OJK sanctions.

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Management 17 changes

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Adedotun Daniel Adekunle

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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.

Fuzile , who has been nominated by Stanbic Africa Holdings Limited, or SAHL, 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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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.

Mr. Adedotun Daniel Adekunle currently serves as CTO of our Company. He is responsible for our Company's technology strategy, engineering and IT infrastructure, including oversight of technology compliance standards and technology-related security and risk management. Mr. Adekunle is a Nigerian national based in Nigeria and has over 18 years of experience in financial technology and payments. He served as senior vice president of offline payments at Flutterwave Inc. from October 2022 to June 2024. Between July 2019 and October 2022, he held various positions at OPay Nigeria, including CTO, vice president of branchless banking and director of integrations and engineering lead. Earlier in his career, he served as deputy CTO at Venture Garden Group from 2016 to 2018. Mr. Adekunle obtained a Higher National Diploma in computer science from Yaba College of Technology in 2006 and a postgraduate certificate in artificial intelligence and machine learning from the University of Texas at Austin in 2020.

Our board of 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 following completion of which this prospectus is a part offering 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.

Under our subscription agreement dated August 26, 2026 with SAHL, SAHL is entitled to nominate one director for appointment to our board for so long as SAHL and its affiliates together hold at least 2.5% of our issued share capital. Nomination and appointment remain subject to applicable law, NYSE requirements, our memorandum and articles of association, our directors' fiduciary duties and the applicable qualifications and eligibility criteria. SAHL may permanently and irrevocably renounce this right by written notice after the earlier of (i) the first anniversary of the closing of this offering and (ii) the date on which the restrictions under its lock-up agreement are waived or released in full. Upon delivery of that notice, the nomination right and our related obligations cease regardless of SAHL's continuing ownership, and SAHL cannot subsequently re-exercise the right. If its nominee is then serving on our board, SAHL must procure that director's resignation within 15 business days after the notice. This right arises under the separate subscription agreement and will not terminate merely because the governance provisions of our shareholders agreement terminate upon completion of this offering.

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.

Committees of the Board of Directors

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Employment Agreements and Indemnification Agreements

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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 on an as-converted basis. 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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Administration. The 2026

Awards . The 2026 Plan permits the grant of

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

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

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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 21 changes

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The calculations in the table below are based on (i) 1,855,314,234 ordinary shares issued and outstanding on an as-converted basis as of the date of this prospectus , and (ii) 2,107,120,886 ordinary shares issued and outstanding immediately after the completion of this offering and the concurrent private placement, including ordinary shares to be sold by us in this offering in the form of ADSs, assuming that an initial public offering price of US$20.00 per ADS and no exercise of the underwriters' do not exercise their option to purchase additional ADSs.

The following investors have, severally and not jointly, indicated non-binding interests in purchasing up to an aggregate of US$270 million worth of ADSs in this offering at the initial public offering price: (i) RWC Asset Management LLP and RWC Asset Advisors (US) LLC, for and on behalf of the investment funds and mandates for which they respectively act as discretionary investment manager or adviser (the "Redwheel Group"), up to an aggregate of US$50 million; (ii) the Coronation Africa Frontiers Fund (acting through its discretionary investment manager, Coronation Investment Management International (Pty) Ltd), up to US$50 million; (iii) Sundt AS, up to US$30 million; (iv) Ludvig Lorentzen AS, up to US$20 million; (v) SCC Foresight Ventures Ltd. and its affiliate (both of which are affiliated with the SCC Entities, our existing shareholders), up to an aggregate of US$30 million; (vi) Ninety One Asia Pte. Limited, up to an aggregate of US$30 million; (vii) 3W Fund Management Limited, the investment manager of one of our existing shareholders, up to US$30 million; (viii) SBVA (formerly known as SoftBank Ventures Asia), one of our existing shareholders, up to US$20 million; and (ix) NGS Super Pty Limited (as trustee for NGS Super), up to US$10 million. These indications of interest do not constitute binding agreements, commitments or obligations to purchase ADSs. Each of these investors is under no obligation to purchase any ADSs in this offering. Accordingly, these investors, acting in their respective capacities described above, may purchase more, fewer or no ADSs in this offering, and the underwriters are under no obligation to allocate or sell any ADSs to these investors. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these investors, acting in their respective capacities described above, as on other ADSs sold to the public in this offering. Therefore, the following table does not reflect any potential purchase by these investors who are also our existing shareholders or their affiliates. If any of our ADSs are purchased by these investors, the number and percentage of our ordinary shares beneficially owned by them immediately after this offering will differ from those set forth in the following table.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

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Adedotun Daniel Adekunle

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For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 1,855,314,234 ordinary shares, being the number of ordinary shares issued and outstanding on an as-converted basis as of the date of this prospectus or 2,107,120,886 ordinary shares issued and outstanding immediately after the completion of this offering and the concurrent private placement, and (ii) the number of ordinary shares underlying share options held by such person or group that are exercisable within 60 days after the date of this prospectus.

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(4) Represents 186,581,278 ordinary

(5) Represents 31,058,025 ordinary

shares, 69,962,470 Series Seed+ Preferred Shares, and 58,785,744 Series C Preferred Shares held by Opera Limited, a Cayman Islands-incorporated company listed on The Nasdaq Global Select Market under the symbol of "OPRA." The principal executive office of Opera Limited is located at Vitaminveien 4, 0485 Oslo, Norway.

(6) Represents 168,664,930 ordinary shares

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

The business address of our directors, director nominees and executive officers is 30 Raffles Place, #21-01, (1) Represents (i) 257,909,521 ordinary shares held by AFintronic Limited, a company incorporated in the British Virgin Islands, and (ii) 44,948,631 Series Seed+ Preferred Shares and 92,410,549 Series C Preferred Shares held by Bright Holding Limited, a company incorporated in the Cayman Islands. AFintronic Limited and Bright Holding Limited are wholly owned by Mr. Zhou as the sole member of these entities. As a result, the 21.3% beneficial ownership prior to this offering reflected for Mr. Zhou in the above table represents shares deemed to be beneficially owned by him through the foregoing entities he owns. The registered office of AFintronic Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The registered office of Bright Holding Limited is 2nd Floor, Strathvale House, 90 North Church Street, P.O. Box 1103, George Town, Grand Cayman KY1-1102, Cayman Islands.

(2) Represents 40,300,000 ordinary shares held by Prosperity Victory Limited, a company incorporated in the British Virgin Islands, whose sole member is Lars Rahbaek Boilesen. See note (4) below.

(3) Represents 70,890,278 ordinary shares held by Promise Horizon Limited, a company incorporated in the British Virgin Islands, whose sole member is Stephen Wen. See note (4) below.

Represents 186,581,278 ordinary shares held by Opay Technology Limited, a company incorporated under the laws of the British Virgin Islands, which consists of (i) 75,391,000 ordinary shares held by Keystone Unity Limited, a company incorporated in the British Virgin Islands, with voting and dispositive power held by Fang Han, a minority shareholder of the Company, (ii) 70,890,278 ordinary shares held by Promise Horizon Limited, with the voting and dispositive power held by Stephen Wen, and (iii) 40,300,000 ordinary shares held by Prosperity Victory Limited, with the voting and dispositive power held by Lars Rahbaek Boilesen. The registered office of each of Keystone Unity Limited, Prosperity Victory Limited, and Promise Horizon Limited is located at Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.

Represents 31,058,025 ordinary shares, 69,962,470 Series Seed+ Preferred Shares, and 58,785,744 Series C Preferred Shares held by Opera Limited, a Cayman Islands-incorporated company listed on The Nasdaq Global Select Market under the symbol of "OPRA." The principal executive office of Opera Limited is located at Vitaminveien 4, 0485 (6) Represents 168,664,930 ordinary shares held by Bloom Haven Limited, a British Virgin Islands company, which holds such shares for the purposes of administering our 2026 Equity Incentive Plan pursuant to the trust arrangements established in connection therewith. These shares were issued by us and are expected to be used to satisfy awards granted under the plan following our initial public offering, subject to the terms of the 2026 Equity Incentive Plan, the applicable award agreements and the trust arrangements. Voting rights attaching to shares held in the trust are exercised by the trustee as instructed by a special committee designated by the board of directors of the Company.

(7) Represents 123,214,065 Series C Preferred Shares held by SVF II Origin (DE) LLC. SoftBank Group Corp. ("SoftBank"), which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited ("SBGA") who has been appointed as manager and is responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II Origin (DE) LLC ("SVF"). SVF is wholly owned by SVF II Investment Holdings (Subco) LLC, which is in turn wholly owned by SVF II Investment Holdings LLC, a co-investment vehicle in which SVF II Investment Holdings (Jersey) L.P., the preferred equity holder holds 88.08% of the total commitments. MASA USA LLC, the equity holder holds 2.06% of the total commitments and, SVF II Holdings (DE) LLC, the equity holder holds the remaining 9.86% of the total commitments in SVF II Investment Holdings LLC. SVF II Holdings (DE) LLC is the sole limited partner of SVF II Investment Holdings (Jersey) L.P.. SVF II Holdings (DE) LLC is wholly owned by SVF II Aggregator (Jersey) L.P., the sole limited partner of which is SoftBank Vision Fund II-2 L.P. which is managed by SBGA. Alex Clavel, Yoshimitsu Goto, Navneet Govil, Yutaka Tamada, Michelle Aylott and Mark Agne are the directors of SBGA. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities referenced herein. Each of them disclaims any such beneficial ownership. The registered address of SVF II Origin (DE) LLC is 1521 Concord Pike, Suite 201, Wilmington, Delaware 19803.

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

Geometry Ventures Limited, Quark Venture Limited and Sonorous Venture Ltd. are collectively referred to as the SCC Entities, beneficially owned by Enlightenment Trust. Enlightenment Trust is a trust established under the laws of the Island of Jersey, of which Mr. Charlie Cao and his family members are the beneficiaries. The registered address of SCC Entities is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

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

To the knowledge of our Company, as of the date of this prospectus, a total of 123,214,065 Series C preferred shares are held by one record holder in the United States, representing 6.6% of total outstanding ordinary shares on an as-converted basis. None of our shareholders has informed us that it is affiliated with a member of Financial Industry Regulatory Authority, or FINRA. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. See "Description of Share Capital — History of Securities Issuances" for a description of issuances of our ordinary shares and preferred shares.

Description of the securities 16 changes

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We have adopted a tenth amended and restated

The following are summaries of certain material

tenth amended and restated memorandum and articles of association, which we refer to below as our post-offering memorandum and articles of association and which will become effective and replace our currently effective memorandum and articles of association in its entirety immediately prior to the completion of this offering. Our authorized share capital upon completion of the offering will be US$50,000 divided into 12,500,000,000 ordinary shares of par value of US$0.000004 each. We will issue 160,000,000 ordinary shares represented by ADSs in this offering and 91,806,652 ordinary shares in the concurrent private placement, calculated assuming an initial public offering price of US$20.0 per ADS. All incentive shares, regardless of grant dates, will entitle holders to an equivalent number of ordinary shares once the vesting and exercising conditions are met.

following are summaries of certain material provisions of the post-offering memorandum and articles of association and of the Companies Act, insofar as they relate to the material terms of our ordinary shares.

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Our seventh amended and restated shareholders' agreement currently in effect was entered into on August 28, 2026 by and among us, our shareholders and certain other parties named therein. This shareholders' agreement provides our shareholders with certain special rights, including information and inspection rights, board representation rights, rights of participation and transfer restrictions, as well as certain protective provisions and confidentiality-related obligations. Except for the registration rights described below, all such special rights and corporate governance provisions will terminate upon the completion of a qualified public this offering. as defined in the seventh amended and restated shareholders' agreement. Our obligations with respect to demand, piggyback and Form F-3 registrations will terminate on the fifth (5th) anniversary of the completion of this offering.

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

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Form F-3 (or Form S-3) Registration

S-3) Registration Rights. Holders of a majority of the outstanding registrable securities may request that we register their registrable securities on Form F-3 or Form S-3 (or an equivalent form outside the United States) when such forms are available to us. Upon receiving such a request, we must promptly notify all other holders, and, as soon as practicable, effect the registration to permit the sale and distribution of the registrable securities specified in the request, including those of any holder who elects to participate by providing notice within 20 days after receiving our notice. We are not required to effect a Form F-3 registration under certain circumstances specified in the seventh amended and restated shareholders' agreement.

Registration Expenses. We will bear all registration expenses incurred in connection with registrations effected pursuant to the demand, piggyback, and Form F-3 registration rights, subject to certain cap amount and exemptions.

Registration Rights of the Concurrent Private Placement Investor

Under Appendix I to our subscription agreement dated August 26, 2026 with SAHL, SAHL has registration rights separate from those under our shareholders agreement. Appendix I expressly includes the ordinary shares issuable to SAHL in the concurrent private placement in its definition of registrable securities, together with the other securities specified therein. The percentage thresholds below are calculated by reference to the registrable securities defined in Appendix I to the subscription agreement with SAHL.

Demand Registration Rights. After 12 months following effectiveness of the registration statement for this offering, holders of at least 30% of the then-outstanding registrable securities may request registration of at least 20% of those securities, subject to the conditions and limitations in Appendix I. We are not required to effect more than two demand registrations.

Piggyback Registration Rights. Subject to the exceptions in Appendix I for demand and Form F-3 or Form S-3 registrations, employee benefit plans and corporate reorganizations, we must give the holders defined therein written notice at least 30 days before filing a registration statement for a public offering, and SAHL may request inclusion of its registrable securities within 20 days after receiving our notice. Piggyback registrations do not count as demand registrations, and there is no limit on their number.

Form F-3 or Form S-3 Registration Rights. Holders of at least a majority of the then-outstanding registrable securities defined in Appendix I may request registration on Form F-3 or Form S-3 when available, and SAHL may participate. Subject to the terms of Appendix I, requests are limited to two in any 12-month period.

Expenses and Termination. We bear registration expenses up to US$25,000, subject to the exclusions and conditions in Appendix I.

Our obligations to effect demand, piggyback and Form F-3 or Form S-3 registrations terminate on the fifth anniversary of the closing of this offering. These registration rights are subject to the applicable lock-up restrictions.

Shares Eligible for Future Sale 7 changes

Upon completion of this offering and the concurrent private placement, 16,000,000 ADSs will be issued and outstanding, representing 160,000,000 ordinary shares, or approximately % 7.6% of our issued and outstanding ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs. All of the ADSs sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Sales of substantial amounts of the ADSs in the public market could adversely affect prevailing market prices of the ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs, and while the [ADSs we have been approved for listing applied to list our ADSs on the NYSE, we cannot assure you that a regular trading market will develop in the ADSs.

We have agreed with the underwriters, subject to certain exceptions, not to offer, sell or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. Our directors, executive officers, our existing shareholders and the concurrent private placement investor have agreed, subject to some exceptions, not to transfer or dispose of, directly or indirectly, any of our ordinary shares, or the ADSs, or any securities convertible into or exchangeable or exercisable for our ordinary shares, or the ADSs, for a period of 365 days after the date of this prospectus. After the expiration of the 365-day period, the ordinary shares or ADSs held by our directors, executive officers and our existing shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings. Rule 144 All of our ordinary shares issued and outstanding prior to this offering as well as our ordinary shares to be issued in the concurrent private placement are "restricted shares" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements. Under Rule 144 as currently in effect, a person who has beneficially owned our restricted shares for at least six months is generally entitled to sell the restricted securities without registration under the Securities Act beginning 90 days after the date of this prospectus, subject to certain additional restrictions.

All of our ordinary shares

issued and outstanding prior to this offering as well as our ordinary shares to be issued in the concurrent private placement are "restricted shares" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements. Under Rule 144 as currently in effect, a person who has beneficially owned our restricted shares for at least six months is generally entitled to sell the restricted securities without registration under the Securities Act beginning 90 days after the date of this prospectus, subject to certain additional restrictions.

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1% of the then-issued and outstanding ordinary shares of the same class, including ordinary shares represented by ADSs, which will equal approximately 21,071,209 ordinary shares immediately after this offering, assuming the underwriters do not exercise their option to purchase additional ADSs and we issue and sell 91,806,652 ordinary shares in the concurrent private placements, calculated based on the initial offering price of US$ US$20.00 per ADS; or the average weekly trading volume of the ADSs on the NYSE during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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In general, under Rule 701 of

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock or option plan or other written agreement relating to compensation is eligible to resell such ordinary shares 90 days after we became a reporting company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

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Plan of distribution 61 changes

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We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of 2,400,000 additional ADSs from us at the initial public offering price listed on the cover page of this prospectus, less underwriters discounts and commissions. To the extent the option is exercised, each underwriter will become severally obligated, subject to certain conditions, to purchase additional ADSs approximately proportionate to each underwriter's initial amount reflected in the table above and will offer the additional ADSs on the same term as those on which the ADSs are being offered.

The following investors have, severally and not jointly, indicated non-binding interests in purchasing up to an aggregate of US$270 million worth of ADSs in this offering at the initial public offering price: (i) RWC Asset Management LLP and RWC Asset Advisors (US) LLC, for and on behalf of the investment funds and mandates for which they respectively act as discretionary investment manager or adviser (the "Redwheel Group"), up to an aggregate of US$50 million; (ii) the Coronation Africa Frontiers Fund (acting through its discretionary investment manager, Coronation Investment Management International (Pty) Ltd), up to US$50 million; (iii) Sundt AS, up to US$30 million; (iv) Ludvig Lorentzen AS, up to US$20 million; (v) SCC Foresight Ventures Ltd. and its affiliate (both of which are affiliated with the SCC Entities, our existing shareholders), up to an aggregate of US$30 million; (vi) Ninety One Asia Pte. Limited, up to an aggregate of US$30 million; (vii) 3W Fund Management Limited, the investment manager of one of our existing shareholders, up to US$30 million; (viii) SBVA (formerly known as SoftBank Ventures Asia), one of our existing shareholders, up to US$20 million; and (ix) NGS Super Pty Limited (as trustee for NGS Super), up to US$10 million. These indications of interest do not constitute binding agreements, commitments or obligations to purchase ADSs. Each of these investors is under no obligation to purchase any ADSs in this offering.

Accordingly, these investors, acting in their respective capacities described above, may purchase more, fewer or no ADSs in this offering, and the underwriters are under no obligation to allocate or sell any ADSs to these investors. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these investors, acting in their respective capacities described above, as on other ADSs sold to the public in this offering.

1 unchanged paragraph

The following table shows the per ADS and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional ADSs.

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the NYSE under the symbol "OPAY."

Prior to this offering, there has been no public market for our ordinary shares or the ADSs.

We have agreed that, without the prior written consent of the representatives on behalf of the underwriters and subject to certain exceptions, we will not, during the period ending 365 180 days after the date of this prospectus, (i) offer, pledge, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for such ordinary shares or ADSs; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares or ADSs; (iii) file any with SEC a registration statement with under the SEC Securities Act relating to the offering of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or (iv) publicly disclose the intention to make any offer, sale, pledge, disposition or filing, in each case regardless of whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs, or such other securities in cash or otherwise.] [Our directors, officers, existing shareholders, concurrent private placement investor and certain holders of our outstanding share incentive awards have agreed that, without the prior written consent of the representatives on behalf of the underwriters and subject Company that are substantially similar to certain exceptions, they will not, during the period ending 365 days after the date of this prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract ADSs, including but not limited to sell, grant any option, right options or warrant warrants to purchase lend, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or ADSs or any securities that are convertible into or exercisable or exchangeable for, such or that represent the right to receive, ordinary shares or ADSs or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap, hedge or other arrangement that transfers, to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares or ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of ordinary shares or ADSs or such other securities, in cash or otherwise. (iii) make any demand for or exercise any right with respect to the registration of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or (iv) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement.] The representatives, in their sole discretion, may release the ordinary shares, ADSs and other securities subject to the lock-up agreements described above in whole or in part at any time.

Our directors, officers, existing shareholders and concurrent private placement investor have agreed that, without the prior written consent of the representatives on behalf of the underwriters and subject to certain exceptions, they will not, during the period ending 365 days after the date of this prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for such ordinary shares or ADSs; (ii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares or ADSs, whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs or such other securities, in cash or otherwise; (iii) make any demand for or exercise any right with respect to the registration of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or (iv) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement.

The representatives, in their sole discretion, may release the ordinary shares, ADSs and other securities subject to the lock-up agreements described above in whole or in part at any time.

We have applied to list our ADSs on the NYSE under the symbol "OPAY."

Prior to this offering, there has been no public market for our ordinary shares or the ADSs. The initial public offering price will be negotiated among the representatives and us and will not necessarily reflect the market price of the ADSs following this offering. Among the factors considered in determining the initial public offering price of the ADSs, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, future prospects of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses. We cannot assure you that the initial public offering price will correspond to the price at which the ADSs will trade in the public market subsequent to this offering or that an active trading market for the ADSs will develop and continue after this offering.

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[At our request, the underwriters have reserved up to % of the ADSs being offered by this prospectus (assuming exercise in full by the underwriters of their option to purchase additional ADSs) for sale at the offering price to certain of our directors, executive officers, employees, business associates and members of their families.

The directed ADS program will be administered by . We do not know if these individuals will choose to purchase all or any portion of these reserved ADSs, but any purchases they do make will reduce the number of ADSs that are available to the general public. Any reserved ADSs that are not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs offered by this prospectus.] [The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of ADSs offered by them.] We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

In the ordinary course of their various

Selling Restrictions

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or one or more securities dealers. One or more of the underwriters participating in this offering may distribute prospectuses electronically. The underwriters may agree to allocate a number of ADSs for sale to their online brokerage account holders. Internet distributions will be allocated on the same basis as other allocations. In addition, ADSs may be sold by the underwriters to securities dealers who resell ADSs to online brokerage account holders.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of ADSs offered by them.

We have agreed to indemnify the several

underwriters against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

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

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the ADSs, or the possession, circulation or distribution of this prospectus or any other material relating to us or the ADSs in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with the ADSs may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable laws, rules and regulations of any such country or jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

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The ADSs may be sold only

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

The ADSs may be sold only to purchasers resident or located in the Provinces of Ontario, Qu bec, Alberta and British Columbia, purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain

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

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

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In the case of any ADSs being offered to a

The ADSs have not been and

The ADSs may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the Korea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder.

Unless all necessary

No prospectus or other

Each Underwriter has represented and agreed,

This prospectus has not been

In the case of any ADSs being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each financial intermediary will also be deemed to have represented, warranted and agreed that the ADSs acquired by it in the offering have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public, other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.

The issuer, the underwriters and

The issuer, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and agreements. Notwithstanding the above, a person who is not a "qualified investor" and who has notified the underwriters of such fact in writing may, with the prior consent of the underwriters, be permitted to acquire ADSs in the offering.

For the purposes of this

For the purposes of this provision, the expression "an offer to the public" in relation to the ADSs in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase or subscribe for any ADSs, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

The ADSs may not be offered or sold in Hong Kong by means of any document other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made under that Ordinance, or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

This prospectus does not

This prospectus does not, and is not intended to, constitute a prospectus for a public offering of securities and this offering does not, and is not intended to, constitute a public offering of securities under Law Number 8 of 1995 regarding Capital Market and its implementing regulations. This prospectus may not be distributed in the Republic of Indonesia and the ADSs may not be offered or sold in the Republic of Indonesia or to Indonesian citizens wherever they are domiciled, or to Indonesia residents, in a manner which constitutes a public offering under the laws of the Republic of Indonesia.

This prospectus does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters purchasing for their own account, venture capital funds, entities with equity in excess of NIS 50 million and qualified individuals, each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors. Qualified investors may be required to submit written confirmation that they meet the criteria for one of the categories of investors set forth in the prospectus.

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

offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the Korea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The ADSs have not been registered with the Financial Services Commission of Korea for public offering in Korea. Furthermore, the ADSs may not be resold to Korean residents unless the purchaser of the ADSs complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the ADSs.

Unless all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 "Regulating the Negotiation of Securities and Establishment of Investment Funds," its Executive Regulations and the various Ministerial Orders issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.

No prospectus or other offering material or document in connection with the offer and sale of the securities has been or will be registered with the Securities Commission of Malaysia, or Commission, for the Commission's approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a person who acquires the securities as principal, if the offer is on terms that the securities may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual;

(iii) a person who acquires the securities as principal, if the offer is on terms that the securities may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the securities is made by a holder of a Capital Markets Services License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

This Form F-1 has not been registered with the Nigerian Securities and Exchange Commission or under the Nigerian Investments and Securities Act, 2025 (the " ISA ") or the consolidated Nigerian Securities and Exchange Commission Rules and Regulations, 2013 (as amended) (" Nigerian SEC Rules "). Accordingly, the ADSs have not been offered or sold or made the subject of an invitation for purchase in Nigeria, and this Form F-1 and any other document or material in connection with the offer or sale, or invitation for purchase, of the ADSs, may not be circulated or distributed, whether directly or indirectly, to any person in Nigeria or for the account or benefit of, persons resident in Nigeria. Accordingly, the Form F-1 is not directed to, and the ADSs are not available for purchase by, any persons within Nigeria.

Each Underwriter has represented and agreed, and each further Underwriter appointed under the offering will be required to represent and agree, that no offers or sales of any ADSs will be made in Nigeria except in compliance with the ISA and the Nigerian SEC Rules.

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

In the State of Qatar, the

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

This prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations and Continuing Obligations Regulations as issued by the board of the Saudi Arabian Capital Market Authority ("CMA") pursuant to resolution number 3-123-2017 dated December 27, 2017, as amended ("CMA") pursuant to resolution number 2-11-2004 dated October 4, 2004 as amended by resolution number 1-28-2008, as amended (the "CMA Regulations"). The CMA does not make any representation as to the accuracy or completeness of this prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus, you should consult an authorized financial adviser.

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(a) to any qualified investor as defined in paragraph 15 of Schedule 1 of the POATR;

Each person who initially acquires any ADSs or to whom

No ADSs have been offered or will be offered pursuant to the offering to the public in the United Kingdom, except that the ADSs may be offered to the public in the United Kingdom at any time:

(a) to any qualified investor as defined in paragraph 15 of Schedule 1 of the (b) to fewer than 150 persons (other than qualified investors as defined in paragraph 15 of Schedule 1 of the POATR), subject to obtaining the prior consent of the underwriters for any such offer; or (c) in any other circumstances falling within Part 1 of Schedule 1 of the POATR.

Each person who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, warranted and agreed to and with each of the underwriters and the issuer that it is a qualified investor within the meaning of paragraph 15 of Schedule 1 of the POATR.

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Indemnification of Directors and Officers 3 changes

Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or of committing a crime, or against the indemnified person's own dishonesty, willful default or fraud. Under our post-offering memorandum and articles of association, which will become effective immediately prior to the completion of this offering, every director (including any alternate director), secretary, assistant secretary, or other officer for the time being and from time to time of our company (but not including our company's auditors) and the personal representatives of the same (each an "Indemnified Person") shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person's own dishonesty, willful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

Pursuant to the form of indemnification agreements to be filed as

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The Underwriting Agreement, the form of which to be is filed as Exhibit 1.1 to this registration statement, will also provide for indemnification of us and our officers and directors.

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Exhibits 4 changes

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Ninth Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect 3.2† Form of Tenth Amended and Restated Memorandum and Articles of Association of the Registrant, as effective immediately prior to the completion of this offering 4.1 Form of Registrant's Specimen American Depositary Receipt (included in Exhibit 4.3) 4.2† Registrant's Specimen Certificate for Ordinary Shares 4.3 Form of Deposit Agreement between the Registrant, the depositary and holders of the American Depositary Shares 4.4†** Seventh Amended and Restated Shareholders Agreement between the Registrant and other parties thereto 5.1 Opinion of Harney Westwood & Riegels regarding the validity of the ordinary shares being registered 8.1 Opinion of Harney Westwood & Riegels regarding certain Cayman Island tax matters (included in Exhibit 5.1) 10.1† Form of Indemnification Agreement with the Registrant's directors and executive officers 10.2† Form of Employment Agreement between the Registrant and executive officers of the Registrant 10.3† The 2026 Equity Incentive Plan 10.4†** Subscription Agreement dated August 26, 2026 between OPay Limited and Stanbic Africa Holdings Limited 21.1† Principal Subsidiaries and the VIE of the Registrant 23.1 Consent of Ernst & Young Hua Ming LLP, Independent Registered Public Accounting Firm 23.2 Consent of Harney Westwood & Riegels (included in Exhibit 5.1) 24.1 Powers of Attorney (included on signature page) 99.1† Code of Business Conduct and Ethics of the Registrant 99.2† Consent of Frost & Sullivan 99.3† Consent of Hutabarat Halim & Rekan 99.4† Consent of Stephen Wen 99.5† Consent of Lungisa Fuzile 99.6† Consent of Stephen Malcolmson 99.7† Consent of Brian Alan-Mingway Wong Filing Fee Table † To be Previously filed. by amendment.

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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on October 9, 23, 2026.

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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on October 9, 23, 2026 in the capacities indicated:

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Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of OPay Limited, has signed this registration statement or amendment thereto in New York on October 9, 23, 2026.

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