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

Registration No. 333-    

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

OPay Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

 

Cayman Islands		6199		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

30 Raffles Place, #21-01,

Singapore 048622

+65 66719049

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

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

 

 

 

Copies to:
Li He, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road, Central Hong Kong +852 2533-3300		Yi Gao, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road, Central Hong Kong +852 2514-7600

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

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

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Subject to Completion

Preliminary Prospectus Dated     , 2026

American Depositary Shares

 

 

OPay Limited

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

Prior to this offering, there has been no public market for the ADSs. We expect the initial public offering price will be between US$      and US$      per ADS. We 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.

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

OPay Limited is a Cayman Islands holding company that does not have any substantive business operations by itself. Headquartered in Singapore, our global operations are primarily conducted through our subsidiaries and, for our business in Indonesia, through contractual arrangements with the registered shareholders of PT Kredit Utama Fintech Indonesia (“KUFI” or the “VIE”), a locally incorporated and licensed entity. For a summary of these contractual arrangements, see “Our History and Corporate Structure — Contractual Arrangements between the Registered Shareholders of KUFI and Us.” The contractual arrangements provide us with supervision over, and the ability to receive the economic benefits from, KUFI, but are not equivalent to direct equity ownership. For risks relating to our contractual arrangements with the registered shareholders of KUFI, see “Risk Factors — Risks Related to Our Corporate Structure.”

As used in this prospectus, “we,” “us,” “our Company,” “the Company”, “our” or “OPay” refers to OPay Limited and its subsidiaries, and, in the context of describing our consolidated financial information, business operations and operating data, refers to OPay Limited, its subsidiaries and KUFI.

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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

 

 

 

		Per ADS				Total
Public offering price		US$				US$
Underwriting discounts and commissions(1)		US$				US$
Proceeds, before expenses, to us		US$				US$

(1)	For a description of the compensation payable to the underwriters, see “Underwriting.”

The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on    , 2026.

 

 

 

Citigroup		Deutsche Bank		Standard Bank		CICC

 

B. Riley Securities		Needham & Company

(in alphabetical order)

The date of this prospectus is      , 2026.

TABLE OF CONTENTS

 

 

 

		Page
Prospectus Summary			1
Conventions which Apply to This Prospectus			12
The Offering			13
Summary Consolidated Financial Data			18
Risk Factors			24
Cautionary Statement Regarding Forward-Looking Statements			66
Use of Proceeds			67
Dividend Policy			68
Capitalization			69
Dilution			70
Enforceability of Civil Liabilities			72
Our History and Corporate Structure			76
Management’s Discussion and Analysis of Financial Condition and Results of Operations			81
Industry			105
Business			120
Regulation			159
Management			187
Principal Shareholders			195
Related Party Transactions			198
Description of Share Capital			199
Description of American Depositary Shares			210
Shares Eligible for Future Sale			222
Taxation			224
Underwriting			232
Expenses Relating to This Offering			244
Legal Matters			245
Experts			246
Where You Can Find Additional Information			247
Index to Consolidated Financial Statements			F-1

 

 

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the underwriters have not authorized any other person to provide you with different or additional information.

Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any free writing prospectus outside of the United States. This offering is being made in the United States and elsewhere solely based on the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs representing our ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

 

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Until            , 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade the ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

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RISK FACTORS

You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below and the information in our consolidated financial statements and related notes, before making an investment in the ADSs. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and prospects. The market price of the ADSs could decline significantly as a result of any of these risks and uncertainties, and you may lose all or part of your investment.

Risks Related to Our Business and Operations

We face intense and increasing competition in the fintech industry, and if we do not compete effectively, our competitive position and business results could be negatively impacted.

OPay operates in a fast-evolving and highly competitive industry, where our ability to stay ahead depends on multiple factors, both within and beyond our control, including:

 

•

The size, diversity, and activity levels of our user base across multiple markets;

 

•

Continued growth in user acquisition and retention across our Consumer Services, Merchant Services, and Credit Services;

 

•

Our ability to monetize our user base by expanding our fintech and microfinance banking offerings to existing users, or providing them with new, value-added services;

 

•

Our effectiveness in acquiring new users efficiently, particularly in emerging markets where digital financial services are rapidly gaining traction;

 

•

Enhancing the overall value of each user on our OPay platform through cross-service engagement, such as payments and credit;

 

•

The market acceptance and timing of new products and services, including innovations and enhancements we introduce, compared to what our competitors offer;

 

•

The quality of our customer service and support efforts, as user satisfaction is key to our continued success;

 

•

The usability, performance, pricing, and reliability of fintech services offered by us or competitors in the markets where we operate;

 

•

Our ability to respond to price compression and subsidization on the part of our competitors;

 

•

Economic conditions, regulatory developments, and policy shifts that could impact market dynamics and consumer behavior;

 

•

General conditions in the credit and financial markets, affecting our liquidity and ability to secure financing for our operations and growth;

 

•

Our brand strength relative to competitors in our key markets;

 

•

The competition for highly skilled talent in the fintech and technology sectors, which could impact our ability to innovate and grow.

We expect competition to intensify as more players enter the fintech and microfinance banking space in our markets. In addition to fintech companies, this new or intensified competition could come from banks, telecommunications companies, payment networks, or card issuers. While we are confident in our position as a leading provider in our core markets, we are also aware that we face competition not only from established companies but also from early-stage firms aiming to tap into the same growth opportunities. Many of our competitors have larger financial and technical resources, more established user bases, and longer operating

 

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histories, particularly in areas like digital payments and lending. These competitors may be able to offer more competitive pricing, broader product ranges, or specialized services, which could attract users away from the OPay platform.

Additionally, as new competitors enter our markets or existing ones expand, we could face pressure on our pricing, leading to reduced margins or higher customer acquisition costs. These competitive dynamics could make it harder for us to grow our user base, expand service offerings, and achieve long-term profitability. If we are forced to respond to these competitive pressures by increasing marketing expenses or adjusting our pricing models, it could negatively impact our financial performance. Furthermore, these pressures may also hinder our ability to grow and diversify our fintech and microfinance banking services effectively.

Disruptions in the operation of our information technology systems and third-party data centers could have an adverse effect on our business.

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

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

Additionally, our reliance on third-party providers, in particular the provider of IT, computer system, network infrastructure and cloud services, may mean that we will not be able to resolve operational problems internally or on a timely basis, because we depend on these providers to respond appropriately and swiftly to their own service disruptions through industry standard best practices in business continuity and/or disaster recovery. As a last resort, we may rely on our ability to replace a third-party service provider if it experiences difficulties that interrupt operations for a prolonged period of time or if an essential third-party service terminates. If these service arrangements are terminated for any reason without an immediately available substitute arrangement, our operations may be severely interrupted or delayed. If such interruption or delay were to continue for a substantial period of time, our business, prospects, financial condition and results of operations could be adversely affected, particularly in emerging markets where infrastructure limitations may exacerbate the impact. In emerging markets, disruptions in telecommunications networks, power supply or connectivity more broadly could further exacerbate outages or degrade service performance.

The implementation of technology changes and upgrades to maintain current and integrate new systems may cause service interruptions, transaction processing errors or system conversion delays and may cause us to fail to comply with applicable laws, all of which could have a material adverse effect on our business. We expect that new technologies and business processes applicable to the fintech and microfinance banking services industry will continue to emerge and that these new technologies and business processes may be better than those we currently use. There is no assurance that we will be able to successfully adopt new technology as critical systems and applications become obsolete and better ones become available. A failure to maintain and/or improve current

 

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technology and business processes could cause disruptions in our operations or cause our solution to be less competitive, all of which could have a material adverse effect on our business.

Demand for our services may decline if we do not continue to innovate or respond to evolving technological or other changes.

As we continue to expand and diversify our fintech and microfinance banking offerings, we rely heavily on technological innovation to meet the growing needs of our users and to stay ahead of competitors. The process of developing and implementing new technologies is complex and resource-intensive. If we are unable to successfully innovate or apply new technologies to enhance our services, it could lead to a decline in demand from our users, thereby impacting our growth and operations.

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

Furthermore, competition in the fintech and banking sector is not solely driven by technology but also by pricing, service quality, and user trust. Many players in the market, including both established financial institutions and new entrants, are offering competitive pricing models and innovative services to attract users. If we fail to maintain our competitive edge in these areas, whether through better service, more affordable pricing, or superior user experiences, our ability to retain and attract users could be severely impacted. This could result in increased customer acquisition costs, reduced user engagement, and lower revenue growth.

Our ability to successfully navigate these challenges and deliver consistent value through innovative, reliable, and competitively priced services will determine our ability to maintain strong demand for our fintech offerings. If we are unable to innovate at the pace of the market or respond effectively to changes in technology and user expectations, our competitive position could deteriorate, leading to slower growth, increased market pressure, and diminished financial performance.

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

We have experienced rapid growth in recent years. Our limited operating history may make it difficult to make accurate predictions about our future performance. Assessing our business and future prospects may also be difficult because of the risks and difficulties we face, including our ability to:

 

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maintain and increase the transaction volume facilitated by our fintech services;

 

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enter into new and maintain existing business partnerships;

 

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successfully build our brand and protect our reputation from negative publicity;

 

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increase the effectiveness of our marketing strategies;

 

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successfully adjust our products and services in a timely manner in response to changing macroeconomic conditions and fluctuations in the markets where we operate;

 

•

comply with and successfully adapt to complex and evolving regulatory environments in a number of countries;

 

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protect against increasingly fraudulent borrowing and online theft;

 

•

successfully compete with companies that are currently in, or may in the future enter, the fintech and microfinance banking business;

 

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effectively secure and maintain the confidentiality of the information received, accessed, stored, provided and used across our systems;

 

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successfully maintain diverse and robust sources of capital to fund loans originated by us;

 

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successfully fund a sufficient quantity of our loan demand with low-cost funding to help keep our interest rates competitive;

 

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successfully obtain and maintain funding and liquidity to support continued growth and general corporate purposes;

 

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attract, integrate and retain qualified employees; and

 

•

effectively manage and expand the capabilities of our operations teams, partners and other business operations.

We have and may continue to expand operations internationally where we have limited operating experience and may be subject to increased business, economic and regulatory risks that could adversely impact our financial results.

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

 

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political, social and/or economic instability;

 

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risks related to governmental regulations in foreign jurisdictions and unexpected changes in regulatory requirements and enforcement;

 

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fluctuations in currency exchange rates;

 

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higher levels of credit risk and fraud;

 

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cash shortage crisis in the countries where we operate;

 

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enhanced difficulties of integrating any foreign acquisitions;

 

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burdens of enforcing and complying with a variety of foreign laws;

 

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different extent of protection for intellectual property rights in some countries;

 

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difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations and subsidiaries;

 

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different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain international jurisdictions;

 

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compliance with statutory equity requirements; and

 

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management of tax consequences.

If we are unable to manage the complexity of global operations successfully, our financial performance and operating results could suffer. In addition, our global operations may be subject to complex and often conflicting regulatory regimes, including laws related to data privacy and protection, cybersecurity, anti-corruption, anti-money laundering, taxation, labor practices, foreign exchange, cash repatriation, and anti-competition. Ensuring compliance with such laws increases our operational costs and legal risk exposure. Although we intend to

 

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implement robust compliance policies and procedures, there can be no assurance that we, or our employees, agents or business partners, will not violate applicable laws and regulations. Any such violations, whether actual, alleged or perceived, could subject us to civil or criminal penalties, litigation, regulatory investigations or reputational harm, all of which could materially and adversely impact our brand, international growth initiatives, and overall business.

Foreign exchange and interest rate fluctuations could adversely affect our financial condition and results of operations.

Because we operate in various jurisdictions, we are exposed to foreign exchange risk arising from fluctuations in exchange rates between the local currencies and other currencies used in our operations. While we generally maintain a natural hedge by generating revenues and incurring costs primarily in the same local currencies, this strategy may not fully mitigate currency risk in periods of volatility. We are also exposed to interest rate risk relating to our short-term investments, loans and interest receivable and interest-bearing liabilities. Although these instruments currently bear fixed interest rates and have not historically resulted in material adverse effects, future changes in market interest rates could negatively impact our investment returns, funding costs and financial condition.

For instance, we conduct a substantial portion of our operations in Nigeria, where the local currency is not freely convertible into foreign currencies and foreign exchange transactions are subject to regulatory controls and approvals by the CBN. Although we implemented effective measures to address the foreign exchange risks during the last round of Naira devaluation in 2023, similar risks may arise in the future. A devaluation of the Nigerian Naira, or the local currencies in other jurisdictions where we operate, relative to the U.S. dollar could create inflationary pressures and cause the relevant local governments to, among other measures, increase interest rates.

Any depreciation of the local currencies in the jurisdictions where we operate may generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results. Restrictive macroeconomic policies could reduce the stability of the economic conditions in the jurisdictions where we operate and harm our results of operations and profitability. These policies and any reactions to them may harm us by curtailing access to foreign financial markets and prompting further government intervention. A devaluation of the local currencies in the jurisdictions where we operate relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth. Restrictions on access to foreign currency, delays in conversion or remittance, or changes in foreign exchange regulations or enforcement practices could limit our ability to convert local currency balances, settle cross-border obligations or upstream funds, which could adversely affect our liquidity management, capital allocation and financial flexibility.

Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation.

Our business involves the collection, storage, processing, and transmission of sensitive customer data, including personal information such as names, addresses, identification numbers, and payment details. As such, we face cybersecurity risks that could expose us to significant liability, costly litigation, and reputational harm. Unauthorized disclosure, modification, destruction, or loss of data through breaches of cybersecurity, viruses, or system disruptions could significantly impact our operations.

Cyber threats have become increasingly sophisticated, including targeted attacks on information systems and infrastructure. These attacks may be perpetrated by malicious third parties, or may result from human error, fraud, or accidental technological failures. For example, third-party providers we rely on may also experience security breaches that compromise our systems and data. Despite encryption and other security measures, we cannot guarantee that unauthorized access to sensitive data will not occur.

 

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The evolving nature of cyber risks, ranging from data breaches, viruses, and malware to denial-of-service attacks, may disrupt our services or compromise our products and systems. Such attacks could result in the unauthorized release of confidential data, corruption of system integrity, and disruption of services, all of which could harm our reputation, lead to legal or regulatory actions, and force us to incur substantial remediation costs. Furthermore, a major security breach could result in loss of access to our payment systems or regulatory sanctions, including the suspension of our ability to process transactions. Despite maintaining insurance coverage for cyber threats, such coverage may not be sufficient to fully cover all potential losses arising from cybersecurity incidents.

As cybersecurity incidents are becoming more frequent and complex, we are committed to continually improving our security practices and response measures. However, due to the unpredictable nature of cyber threats, we cannot ensure that our preventive measures will always be sufficient to protect against breaches. Any significant cybersecurity incident could lead to a material adverse effect on our business, financial condition, and operational results.

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

We collect, process, store, use, share and/or transmit a large volume of personal information and other non-public data from current, past and prospective users. There are national, regional and foreign laws regarding privacy, data security and the collection, use, storage, protection, sharing and/or transmission of personal information and non-public data. Additionally, many states continue to enact legislation on matters of privacy, information security, cybersecurity, data breach and data breach notification requirements.

Any violations of these laws and regulations may require us to change our business practices or operational structure, including limiting our activities in certain states and/or jurisdictions, address legal claims, and sustain monetary penalties, reputational damage and/or other harms to our business. Furthermore, our online privacy policy and website make certain statements regarding our privacy, information security, and data security practices with regard to information collected from our users. Failure to adhere to such practices may result in regulatory scrutiny and investigation (including the potential for fines and monetary penalties), complaints by affected users, reputational damage and other harm to our business. If either we, or the third-party service providers with which we share user data, are unable to address privacy concerns, even if unfounded, or to comply with applicable laws and regulations, it could result in additional costs and liability, damage our reputation, and harm our business.

If our existing business partners were to cease or limit operations with us or if we are unable to attract and onboard new partners, our business, financial condition and results of operations could be adversely affected.

Our business and ability to continue offering fintech services depend on our ability to maintain strong relationships with our partners, such as financial institutions, payment processors, other service providers and our supply chain partners for point-of-sale devices. If any of our partners were to suspend, limit, or cease their operations, or if we are unable to onboard new strategic partners, our ability to offer integrated services and enhance user engagement could be adversely affected, potentially leading to a decrease in transaction volume or user activity.

In addition, our partners and other participants in the payment ecosystem may change the pricing, operating rules, technical standards, settlement cycles, reserve requirements or risk policies applicable to our services, including in response to regulatory developments, fraud trends or changes in their risk tolerance. These changes could increase our costs, reduce our margins, require us to modify our products and processes, or limit our ability to offer certain payment methods or services on commercially reasonable terms.

 

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In some cases, partners may also experience operational disruptions, liquidity constraints, or financial distress, which could delay or prevent the processing or settlement of transactions, disrupt the availability of our services, or require us to transition to alternative providers on short notice.

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

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

We may enter into memoranda of understanding or other preliminary arrangements with strategic partners that are non-binding in whole or in part. However, we may not enter into definitive agreements contemplated by these arrangements, obtain required approvals, successfully integrate our respective platforms or launch the contemplated products and services. Even if implemented, such collaborations may not achieve anticipated customer adoption, commercial benefits or market expansion. For example, our memorandum of understanding with Stanbic Africa Holdings Limited, a member of Standard Bank Group, does not obligate either party to implement any particular initiative, and any initiative will require definitive agreements and applicable internal and regulatory approvals.

We are subject to extensive, complex and evolving laws, rules and regulations, which are interpreted and enforced by various government authorities.

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

 

•

impose licensing and qualifications requirements;

 

•

require various disclosures and consents;

 

•

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

 

•

prohibit discrimination based on certain prohibited bases;

 

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prohibit unfair, deceptive or abusive acts or practices;

 

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require us to submit to examinations by national and regional regulatory regimes; and

 

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require us to maintain various policies, procedures and internal controls.

In certain jurisdictions where we operate, digital lending and other fintech activities have attracted increasing attention from legislators, policymakers and regulatory authorities. From time to time, legislative bodies or regulators may propose or introduce new laws, regulations or policy measures aimed at strengthening oversight of fintech platforms, including with respect to pricing practices, consumer protection, licensing

 

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requirements and operational standards. Such developments may result in heightened regulatory scrutiny, additional compliance obligations or restrictions on certain aspects of our business. If we are required to modify our products, pricing structures or operating practices, or if regulatory uncertainty delays or constrains our business activities, our results of operations, financial condition and growth prospects could be materially and adversely affected. Among others, we charge interest rates on certain credit products in Nigeria that are higher than those typically observed in other markets. While such pricing is currently permitted under applicable Nigerian laws and regulations and is broadly consistent with prevailing market practices among local peers, there can be no assurance that the existing regulatory framework, enforcement approach or market tolerance will remain unchanged. Elevated interest rates may attract increased scrutiny from regulators, policymakers and consumer protection authorities, and may also expose us to heightened public, media and reputational risks. If we are required to materially reduce interest rates, modify our pricing structure, enhance borrower protection measures or exit certain credit segments, our revenue, profitability and growth prospects could be adversely affected.

In addition, certain credit loan services offered by us in Indonesia involve funding that is all provided by third-party lenders. While such arrangements are currently legally permissible in Indonesia and are conducted under the supervision of the relevant regulatory authorities, regulatory authorities in Indonesia may in the future impose more stringent licensing requirements, capital or equity thresholds, investor protection rules, disclosure obligations, funding structure limitations or other compliance standards on our local credit loan services. Any such changes could increase our compliance costs, restrict our business model, limit the availability of funding, or require us to materially restructure or discontinue our Indonesia loan services, which could adversely affect our operations and financial performance in that market.

Monitoring and complying with all applicable laws and regulations can be difficult and costly. Failure to comply with any of these requirements may result in, among other things, enforcement action by governmental authorities, lawsuits, monetary damages, fines or monetary penalties, restitution or other payments to borrowers or investors, modifications to business practices, revocation of required licenses or registrations, voiding of loan contracts and reputational harm.

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

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

Macroeconomic stress may also reduce borrowers’ repayment capacity and our ability to collect or recover outstanding balances, which could increase charge-offs and adversely affect the performance of our Credit Services. These impacts could occur rapidly and may be amplified in emerging markets, where inflation, currency devaluation and policy changes can be more volatile. Additionally, economic downturns could lead to decreased demand for our fintech services or increased demand for higher yields on loans. There is no guarantee that economic conditions will remain favorable or that interest in purchasing our loans will stay at current levels. As our Credit Services, such as Buy Now, Pay Later (“BNPL”) products, continue to grow, the risk of higher

 

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default rates may increase. If we fail to effectively manage these risks, our financial results, operational efficiency, and long-term growth could be materially impacted.

A significant change in consumer confidence in our fintech services or adverse publicity concerning us, our business or our personnel could negatively impact our business.

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

Harm to our brand can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality, inadequate protection or misuse of personal information, compliance failures and claims, litigation and other claims, misconduct by our partners or other counterparties or any other negative publicity concerning our Company or key personnel. We have been, from time to time and may in the future be, the target of incomplete, inaccurate and misleading or false statements about our Company and our business that could damage our brand and deter users from adopting our services.

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

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

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

Fraudulent activity and other actual or perceived failures to maintain a product’s integrity and/or security have led to increased regulatory scrutiny and may lead to regulatory investigations and intervention, increased litigation (including class action litigation), remediation, fines and response costs, negative assessments of us and our subsidiaries by regulators and rating agencies, reputational and financial damage to our brand, and reduced usage of our fintech services, all of which could have a material adverse impact on our business.

 

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Any fraudulent activity and other incidents related to the actual or perceived failures to maintain the integrity of our processes and controls could negatively affect us, including harming the market perception of the effectiveness of our security measures or harming the reputation of the financial system in general, which could result in reduced use of our fintech services. Such events could also result in legislation and additional regulatory requirements.

We require substantial capital and, in the future, may require additional capital to pursue our business objectives.

Since our founding, we have raised substantial financing to support the growth of our business. Because we intend to continue to make investments to support the growth of our business, we may require additional capital to pursue our business objectives and growth strategy and respond to business opportunities, challenges or unforeseen circumstances, including introducing new solutions and services, further expanding internationally in existing or new countries or further improving existing offerings, enhancing our operating infrastructure and potentially acquiring complementary businesses and technologies.

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

There can be no assurance that we can obtain sufficient sources of external capital to support the growth of our business. Delays in doing so or failure to do so may require us to reduce loan originations or reduce our operations, which would harm our ability to pursue our business objectives as well as harm our business, operating results and financial condition.

Challenges in securing adequate funding may adversely impact our Credit Services.

Our ability to provide Credit Services is dependent on securing and maintaining sufficient liquidity and funding sources. We fund a portion of our Credit Services using our own capital, while also facilitating credit through third-party funding partners. If we are unable to retain our current sources of liquidity, or fail to secure new or alternative financing methods, our Credit Services could face significant challenges.

As we expand the volume of Credit Services and broaden our fintech offerings, we may require more capital than initially anticipated. Depending on market conditions and other factors, we may not be able to secure additional capital for current or future operations on favorable terms or at all. The availability of capital is subject to many factors, some of which are outside our control, including events of default, breaches of financial covenants, or other risks that could hinder our access to institutional funding.

If we are unable to secure additional funding or replace our current financing arrangements with more favorable terms, the cost of capital could increase, which would negatively affect our ability to finance new Credit Services and offer additional fintech products. In the worst-case scenario, we may be forced to reduce the scale of our Credit Services or other operations, which could significantly harm our business, financial condition, operating results, and cash flows.

The loss of key management members or key employees, or an inability to hire key personnel, could harm our business.

We believe our success has depended, and continues to depend, on the efforts and talents of our senior management, who have significant experience in the fintech and technology industries, are responsible for our

 

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core competencies and would be difficult to replace. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. The loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially and adversely affected.

If we fail to make accurate credit underwriting, pricing or loss forecasting decisions, our business, financial condition and results of operations could be materially and adversely affected.

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

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

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

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

Our lending decisions are based partly on information provided to us by loan applicants or users. To the extent that these applicants provide information to us in a manner that we are unable to verify, our credit decisioning process may not accurately reflect the associated risk. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business and results of operations.

 

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

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

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

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

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

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

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

Under our self-operated credit model, underperformance of loans originated through our platform could result in financial losses on the receivables we hold. Because our lending business is in its early stages and is growing rapidly, our ability to effectively adjust our lending product pricing and conduct provision might not be adequate due to factors such as limited and evolving vintage data. In addition, there is a risk that our credit risk management practices may not function as effectively as expected as we continue to expand our lending business to serve a broader borrower group with longer tenors. The credit quality of our loan portfolio may deteriorate, and our expected credit loss provision may prove insufficient to cover potential losses.

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

Our business and financial performance will be negatively affected if the non-performing loan ratio in relation to our self-operated loans would increase in the future. The non-performing loan ratio may increase as

 

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our loan portfolio grows, and this growth may result in the credit quality of the portfolio being worse than anticipated. NPL ratio may also rise due to factors beyond our control, such as adverse changes in the credit quality of our borrowers, or a deterioration in economic conditions in the markets in which we operate. Moreover, an increase in our self-operated loan tenure could lead to a rise in bad debts.

In addition, our self-operated loans in Nigeria are primarily funded from our own balance sheet. If the funding we use for loans and the loans we provide to borrowers are not appropriately matched in terms of tenor, pricing, or credit performance, or if there are significant withdrawals of customer deposits, liquidity pressures could arise, adversely affecting our operations and financial condition.

Our growth prospects, operational performance, and overall financial condition might be negatively impacted due to the risks from our loan facilitation business in Indonesia.

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

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

If our marketing efforts are not successful, our business and results of operations will be harmed.

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

In addition, a significant portion of our user acquisition and engagement depends on access to mobile app distribution platforms, including third-party app stores, as well as the continued compatibility of our applications

 

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with mobile operating systems and devices. These distribution platforms may change their terms, policies, ranking algorithms or enforcement practices, suspend or remove our applications, or restrict our ability to promote or monetize our services, and we may not be able to resolve any such issues promptly. Any of the foregoing could reduce our visibility to potential users, disrupt onboarding or usage, increase customer acquisition costs, or otherwise harm our business and results of operations. We also rely on telecommunications networks and third-party messaging providers to deliver one-time passwords and other verification messages for account onboarding and user authentication. Disruptions, delays, filtering, fraud, changes in telecom policies, or increased costs could reduce successful onboarding and login rates, increase fraud risk and customer support burden, and adversely affect our business.

Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable, secure and innovative fintech services, the effectiveness of our marketing efforts, the experience of existing users and our ability to maintain trust and remain a leading fintech platform. We may introduce, or make changes to, features, products, services, privacy practices or terms of service that users do not like, which may materially and adversely affect our brand. Our brand promotion activities may not generate user awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. Additionally, the successful protection and maintenance of our brand will depend on our ability to obtain, maintain, protect and enforce trademark and other intellectual property protection for our brand. If we fail to successfully promote, protect and maintain our brand or if we incur excessive expenses in this effort, we may lose our existing merchants and users to our competitors or be unable to attract new merchants and users. Any such loss would have an adverse effect on our business and results of operations.

The success of our sales and marketing efforts also depends on our ability to attract, retain and effectively train enough experienced personnel. As the competitive landscape intensifies, it may become more difficult to recruit skilled professionals or retain key team members with deep industry knowledge. In addition, newly hired personnel may require significant time and resources to become fully effective, and there is no assurance that they will perform to our expectations.

We may from time to time evaluate and potentially consummate acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

Our success will depend, in part, on our ability to expand our business. In some circumstances, we may determine to do so through the acquisition of complementary assets, businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:

 

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diversion of management time and focus from operating our business to addressing acquisition integration challenges;

 

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coordination of technology, product development, risk management and sales and marketing functions;

 

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retention of employees from the acquired company and retention of our employees due to cultural challenges associated with integrating employees from the acquired company into our organization;

 

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integration of the acquired company’s accounting, management information, human resources and other administrative systems;

 

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the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, information security safeguards, procedures and policies;

 

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potential write-offs or impairments of intangible assets or other assets acquired in the acquisition;

 

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liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

 

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litigation or other claims in connection with the acquired company, including claims from terminated employees, users, former stockholders or other third parties; and

 

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geographic expansion exposes our business to known and unknown regulatory compliance risks including elevated risks for tax compliance, money laundering controls, and supervisory controls oversight.

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

Some aspects of our platform include open-source software, and any failure to comply with the terms of one or more of these open-source licenses could negatively affect our business.

We incorporate open-source software into processes supporting our business and anticipate using open-source software in the future. The terms of various open-source licenses to which we are subject have not been interpreted by national courts or other authorities, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our systems, limits our use of the software, inhibits certain aspects of our systems and negatively affects our business operations. Some open-source licenses contain requirements that we make source code modifications or derivative works we create publicly available or make available on unfavorable terms or at no cost, based upon the type of open-source software we use.

While we monitor our use of open-source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open-source license, such use could inadvertently occur, or could be claimed to have occurred, in part because open-source license terms are often ambiguous. We may face claims from third parties claiming ownership of, or demanding the release or license of, modifications or derivative works that we have developed using such open-source software, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation and if portions of our proprietary technologies are determined to be subject to an open-source license, or if the license terms for the open-source software that we incorporate change, we could be required to publicly release all or affected portions of our source code, purchase a costly license, cease offering the implicated products or services unless and until we can re-engineer such source code in a manner that avoids infringement, discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or change our business activities, any of which could negatively affect our business operations and potentially our intellectual property rights. In addition, the re-engineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. If we were required to publicly disclose any portion of our proprietary models, it is possible we could lose the benefit of trade secret protection for our models.

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

 

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our website and systems that rely on open-source software. Any of these risks associated with the use of open-source software could be difficult to eliminate or manage, and if not addressed, could materially and adversely affect our business, financial condition and results of operations.

Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs, negative publicity, changes to our business model, and requirements resulting in increased expenses.

In the ordinary course of business, we may be named as a defendant in various legal actions. All such legal actions are inherently unpredictable and, regardless of the merits of the claims, litigation is often expensive, time-consuming, disruptive to our operations, and distracting to management. In addition, certain actions may include claims for indeterminate amounts of damages. Our involvement in any such matter also could cause significant harm to our reputations and divert management attention from the operation of our business, even if the matters are ultimately determined in our favor. If resolved against us, legal actions could result in significant verdicts and judgments, injunctive relief, equitable relief, and other adverse consequences that may affect our financial condition and how we operate our business, including our decision to continue operating in certain states. As we continue to expand internationally, we might be affected by the increasingly complex global regulation landscapes in relation to geographic tension or political concerns, such as the final rule by U.S. Department of the Treasury to implement the Executive Order 14105, which had taken effect in January 2025.

As a participant in the financial services industry, we need to make regulatory compliance efforts that are significantly time-consuming and require expensive operational and compliance improvement. We may also be subject to investigations by regulatory authorities, such as industry-wide examination on anti-competition which could result in fines or other penalties. There is no assurance that regulatory matters or other factors will not, in the future, affect how we conduct our business and, in turn, have a material adverse effect on our business. In addition, from time to time, through our operational and compliance controls, we identify compliance issues that require us to make operational changes and, depending on the nature of the issue, result in financial remediation to impacted borrowers. These self-identified issues and voluntary remediation payments could be significant, depending on the issue and the number of borrowers impacted, and could generate litigation or regulatory investigations that subject us to additional risk.

Employee misconduct, which can be difficult to detect and deter, could harm our reputation and subject us to significant legal liability.

We operate in an industry in which integrity and the confidence of our users is of critical importance. We are subject to risks of errors and misconduct by our employees that could adversely affect our business, including:

 

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engaging in misrepresentation or fraudulent activities when marketing or performing online services to our users;

 

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improperly using or disclosing confidential information of our users or other parties;

 

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concealing unauthorized or unsuccessful activities; or

 

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otherwise not complying with applicable laws and regulations or our internal policies or procedures.

The precautions that we take to detect and deter employee misconduct might not be effective. If any of our employees engage in illegal, improper, or suspicious activity or other misconduct, we could suffer serious harm to our reputation, financial condition, and our ability to attract new users. We also could become subject to regulatory sanctions and significant legal liability, which could cause serious harm to our financial condition, reputation, and prospects of attracting additional users.

 

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Our risk management processes and procedures may not be effective.

We have established risk management processes to identify, measure, monitor, and mitigate various risks such as credit risk, liquidity risk, operational risk, cybersecurity risk, and reputational risk. However, despite our efforts, there is no assurance that our risk management strategies will always be fully effective, especially in the face of unexpected challenges or changing market conditions. For instance, operational risks, such as human error or technology failure, are also present, and while we have implemented robust controls, there is always a possibility of failures that could disrupt our services. Cybersecurity remains another critical concern. Despite investments in security measures, the risk of cyberattacks and data breaches remains. Fluctuations in macroeconomic factors like interest rates, exchange rates, or inflation could impact our users’ ability to repay loans, which may lead to higher default rates and increased credit losses. Additionally, our liquidity may be constrained if we are unable to secure sufficient capital, or if market conditions make financing more expensive. Lastly, reputational risk poses a significant challenge, as any negative perceptions, whether justified or not, could harm our user trust, regulatory relationships, and business growth.

If our risk management framework does not effectively mitigate these risks, we could face significant losses and operational setbacks, which could materially affect our business and financial results.

If we fail to establish and maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trade price of our ordinary shares may decline.

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

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

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

We are in the process of implementing a number of measures to address the material weaknesses identified. For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Control over Financial Reporting.” However, there is no guarantee that these measures will be effective in addressing the material weaknesses identified or that we may conclude that they have been fully remediated. In addition, during the course of documenting and testing our internal control procedures, we may identify additional material weaknesses in our internal control over financial reporting. Such material weakness may cause investors to lose confidence in our reported financial information, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ADSs.

 

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

Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our reported assets, liabilities, income, revenues or expenses.

The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, revenues or expenses during the reporting periods. Incorrect estimates and assumptions by management could adversely affect our reported amounts of assets, liabilities, income, revenues and expenses during the reporting periods. If we make incorrect assumptions or estimates, our reported financial results may be over- or understated, which could materially and adversely affect our business, financial condition and results of operations.

Our operating metrics are subject to inherent measurement challenges, and any real or perceived inaccuracies could harm our reputation and adversely affect our business, financial condition, and results of operations.

We rely on certain key operating metrics to evaluate growth trends, assess the performance of our business, monitor developments, allocate resources, and make strategic decisions. These metrics are calculated using internal data collected through our proprietary systems and methodologies, which have not been independently audited or verified by third parties. While we believe these metrics reflect reasonable estimates and are useful in tracking our business performance over time, there are inherent limitations and challenges in measuring them accurately. Our methodologies involve numerous assumptions and may be susceptible to technical limitations, data integrity issues, or system errors.

Additionally, the definitions and calculation methods we use may differ from those applied by other companies in our industry or from third-party market estimates, which may result in a lack of comparability or confusion among investors and analysts. If investors do not perceive our operating metrics to accurately represent

 

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our operating performance, or if we discover material inaccuracies in our operating metrics, our business, financial condition, and results of operations may be materially and adversely affected.

Our business may be adversely affected if we are unable to attract, retain, or expand our merchant base, or if user fraud and merchant defaults occur in connection with settlement.

Our business is, to a certain extent, influenced by the growth, retention, and overall engagement of our merchant base. The strength of our merchant relationships is an important driver of transaction volumes and revenue generation. If we are unable to attract new merchants, expand existing relationships, or maintain merchant satisfaction, our operating performance and growth prospects could be negatively impacted.

We are also exposed to risks of user fraud and merchant default, particularly in circumstances where we are involved in settlement. Fraudulent transactions, chargebacks, or defaults by merchants may result in financial losses, reputational harm, and increased compliance or operational costs. We have implemented risk management, monitoring, and fraud prevention systems designed to reduce these exposures. However, such measures may not fully prevent losses, and residual risks could remain significant. Any of these factors, individually or in combination, could have a material adverse effect on our business, results of operations, and long-term prospects.

Our management has limited experience operating a public company.

We have incurred and will continue to incur increased costs as a result of operating as a relatively new public company, and our management will continue to devote substantial time to new compliance initiatives. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC and NYSE. Our management and other personnel devote, and we expect will continue to devote a substantial amount of time to these compliance initiatives. For example, our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our shares could decline and we could be subject to sanctions or investigations by NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources. Furthermore, new changes to existing rules and regulations in the future may increase our legal and financial compliance costs and make some activities more time-consuming and costly, which would increase our net loss for the foreseeable future. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, the board committees or as executive officers. This challenge is exacerbated by the heightened personal liability, regulatory scrutiny, and time commitments associated with serving on the board or in senior management of a U.S.-listed public company, which may deter qualified individuals from accepting such roles, or require us to offer significantly higher compensation or liability protections to attract suitable candidates.

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

 

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

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

Third-party vendors are partially involved in our software and systems development, servicing systems, the timely transmission of information across our data communication network, and for other telecommunications, processing, remittance and technology related services in connection with our servicing or payment services businesses. If current vendors were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. If a service provider fails to provide the services required or expected or fails to meet applicable contractual or regulatory requirements such as service levels or compliance with applicable laws, the failure could negatively impact our business. Such a failure could also adversely affect the perception of the reliability of our networks and services and the quality of our brand, which could materially adversely affect our business and results of operations.

We may not have sufficient insurance coverage to cover our potential liability or losses.

We face various risks in connection with our business and may lack adequate insurance coverage or have no relevant insurance coverage. We have purchased mandatory insurances in accordance with laws and regulations in jurisdictions where we operate. However, our current insurance coverage may not be sufficient to prevent us from suffering any loss and there is no certainty that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all. Any uninsured occurrence including, among others, business disruption, material litigation, natural disaster or significant damages to our uninsured equipment or facilities may result in substantial costs and the diversion of resources. If we were held liable for uninsured losses or amounts and claims for insured losses exceeding the limits of our insurance coverage, our business, financial condition, results of operations and prospects may be materially and adversely affected.

We may grant share-based awards in the future, which may result in increased share-based compensation expenses and have an adverse effect on our future profitability.

We believe the granting of share-based compensation awards is important to attract and retain key personnel and employees, and we may grant share-based compensation awards to employees in the future. We may adopt new equity-based award plans upon the completion of this offering and the concurrent private placement. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.

We could be subject to changes in our tax rates, the adoption of new local or overseas tax legislation or exposure to additional tax liabilities.

Our future effective tax rates and tax liabilities could be favorably or unfavorably affected by unanticipated changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws or interpretation of such laws. In addition, we may be subject to the examination of our income tax returns by U.S. and non-U.S. tax authorities. We regularly assess the potential outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these examinations will not have an adverse effect on our consolidated operating results and financial condition.

 

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Our business may be adversely affected by computer malware, social engineering, phishing, physical or electronic break-ins, technical errors and similar disruption.

Our technologies and platform may become an attractive target for hacking and potentially vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. It is possible that we may not be able to anticipate or to implement effective preventive measures against all security breaches of these types, in which case there would be an increased risk of fraud or identity theft. Security breaches could occur from outside our Company, and also from the actions of persons inside our Company who may have authorized or unauthorized access to our technology systems. In addition, the software that we have developed to use in our daily operations is highly complex and may contain undetected technical errors that could cause our computer systems to fail. Additionally, if hackers were able to access our secure files, they might be able to gain access to the personal information of our users. If we are unable to prevent such activity, we may be subject to significant liability, negative publicity and a material loss of users, all of which may negatively affect our business.

We, our directors, officers, shareholders and employees may be subject to legal proceedings and regulatory actions, which could result in reputational harm and significant liabilities.

We are not currently involved in any material legal proceedings. However, due to the nature of our operations as a fintech platform and financial services provider operating across multiple markets, we, our directors, shareholders, management and employees may from time to time be involved in legal proceedings, regulatory investigations or enforcement actions relating to commercial, employment, labor, data protection, consumer protection, anti-money laundering, antitrust, securities or other matters.

Legal and regulatory proceedings may be costly, time-consuming and disruptive to our operations. We may be required to incur substantial legal expenses, divert management attention, or pay damages or settlements, regardless of the merits of such claims. In addition, adverse publicity arising from such proceedings, whether or not we are ultimately found liable, could harm our reputation, user trust and relationships with regulators and business partners.

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

Increasing focus on environmental, social and governance matters may expose us to additional costs, regulatory requirements and reputational risks.

In addition to financial performance, companies operating in the fintech and technology sectors are increasingly evaluated by investors, regulators and other stakeholders based on their performance with respect to environmental, social and governance (“ESG”) matters. Such assessments may consider a wide range of factors, including data protection and cybersecurity practices, consumer protection, financial inclusion, ethical conduct, employee practices, diversity and inclusion, climate-related impacts, and the role of the board in overseeing sustainability and compliance matters.

Institutional investors and other market participants have increasingly emphasized ESG considerations in their investment and engagement decisions. As a result, we may be subject to increased scrutiny, disclosure expectations and compliance costs in relation to ESG-related matters. There can be no assurance that we will be able to successfully manage evolving ESG expectations or comply with all applicable or emerging ESG-related laws, regulations and standards in the jurisdictions where we operate.

Any failure, or perceived failure, to adequately address ESG matters could adversely affect our reputation, limit access to capital, reduce investor interest and have a material adverse effect on our business, financial condition and results of operations.

 

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The proposed secondary listing of our ordinary shares or of depositary receipts representing our ordinary shares on the NGX may not be completed, and if completed, our ordinary shares or depositary receipts listed on the NGX may not be fungible with or exchangeable into our ADSs listed on the NYSE, which could adversely affect liquidity and trading prices, unless appropriate cross-market arrangements are established.

The proposed secondary listing on the NGX would be subject to the applicable legal and regulatory requirements and our receipt of all necessary approvals. There can be no assurance that the necessary approvals will be obtained, or that the proposed secondary listing will be completed within any anticipated time frame or at all. Unless and until appropriate cross-market arrangements are established, securities traded on the NGX may not be fungible with or exchangeable into our ADSs traded on the NYSE, which could limit investors’ ability to transfer holdings between markets, fragment liquidity and result in price differences or increased volatility. Even if the proposed secondary listing is completed, and arrangements facilitating movement between the two markets are established, there can be no assurance that it will develop an active trading market or achieve the anticipated expansion of our investor base or improvement in liquidity.

There remain some uncertainties as to whether we will be required to obtain approvals from PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) and five supporting guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023. The CSRC Filing Rules require PRC domestic companies that seek to offer or list securities overseas to fulfill certain filing procedures and report relevant information. The CSRC Filing Rules also stated that the determination of whether it is applicable to the issuer will be done in accordance with the principle of “substance over form.” There remains uncertainty as to how the CSRC Filing Rules will be interpreted or implemented.

As advised by our PRC Counsel, we are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the CSRC Filing Rules before ADSs can be listed or offered in the United States because (i) we did not generate any revenues within mainland China in 2025, being the most recent accounting year, and all of our operating assets are located outside of mainland China, (ii) our business activities are conducted outside mainland China, and our places of business are located outside mainland China, and (iii) our senior managers in charge of our business operation and management are predominantly non-PRC citizens or not domiciled in mainland China. We cannot assure you that we are not, or will not be, subject to such filing requirements for this contemplated offering and listing in the United States and our securities offering in the future, in which case we may not be able to get clearance from the CSRC in a timely manner, or at all.

Furthermore, changing regulatory requirements and any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer the ADSs, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations, and cause the ADSs to significantly decline in value or become worthless.

Our business is subject to the risks of natural disasters, power outages, telecommunications failures and similar events, and to interruptions by human-made problems such as terrorism, cyberattack, and other actions, which may impact the demand for our products or our users’ ability to repay their loans.

Events beyond our control may damage our ability to maintain our platform and provide services to our users. Such events include, but are not limited to, hurricanes, earthquakes, fires, floods and other natural disasters, public health crises, power outages, telecommunications failures and similar events. Despite any precautions we may take, system interruptions and delays could occur if there is a natural disaster, if a third-party provider closes a facility we use without adequate notice for financial or other reasons, or if there are other

 

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unanticipated problems at our leased facilities. Because we rely heavily on our servers, computer and communications systems and the Internet to conduct our business and provide high-quality fintech services to our users, disruptions could harm our ability to effectively run our business. Moreover, our users face similar risks, which could directly or indirectly impact our business. Terrorism, cyberattacks and other criminal, tortious or unintentional actions could also give rise to significant disruptions to our operations. Our business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our service as a result of system failures or other disruptions. Comparable natural and other risks may reduce demand for our fintech services or cause our users to suffer significant losses and/or incur significant disruption in their respective operations, which may affect their ability to satisfy their obligations towards us. All of the foregoing could materially and adversely affect our business, results of operations and financial condition.

Risks Related to Doing Business in Jurisdictions Where We operate

We have a present concentration of business in Nigeria.

At present, most of our business operations are conducted in Nigeria. As a result, our business, results of operations, financial condition and prospects are particularly exposed to economic, political, regulatory and market developments in Nigeria. Changes in inflation, currency values, interest rates, fiscal or monetary policies, infrastructure conditions or regulatory requirements could increase our costs, affect pricing and liquidity, disrupt our operations or otherwise adversely affect our business.

A large portion of our cash and investment balances is held with financial institutions in Nigeria, and a majority of our accounts receivable, loans and interest receivable are derived from customers and borrowers located in Nigeria. Adverse developments affecting Nigeria, relevant financial institutions or our customers and borrowers could increase credit losses, impair asset recoverability or adversely affect our liquidity. Although we conduct credit evaluations and ongoing monitoring, these measures may not prevent losses in all circumstances. Any of the above factors, individually or in combination, could have a material adverse effect on our business, results of operations, financial condition and prospects.

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

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

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

We are a holding company. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from the subsidiaries in these markets as well as other markets where we operate is subject to restrictions imposed by the applicable Laws and regulations in these markets. For example, in Nigeria, there are restrictions on the declaration of dividends by our microfinance banking subsidiary. Specifically, the Banks and other Financial Institutions Act, 2020 and the Revised Regulatory and Supervisory Guidelines for Microfinance Banks in Nigeria, 2012 restrict the declaration and payment of dividend until a microfinance bank has (i) completely written-off all of its preliminary and pre-operational expenses, organizational expenses, shares selling commission, brokerage, amount of losses incurred, and other capitalized expenses not represented by tangible assets; (ii) made the adequate provisions to the

 

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satisfaction of the CBN for actual and contingent losses on assets, liabilities, off balance sheet commitments and such unearned incomes as are derivable therefrom; (iii) satisfied the minimum capital adequacy ratio requirement specified by the CBN, and (iv) satisfied any other governance and prudential requirements that may be stipulated by the CBN. Where the payment of dividend would result in withdrawal of any part of the free reserves due to inadequacy of the profit for the year or where the statutory report of the auditors on the Annual Accounts of the bank is not satisfactory, the MFB is required to obtain approval from the CBN to declare dividends. Additionally, there are restrictions on payment of dividends under the Temporary Suspension of Dividend Payments, Bonuses and Investment in Foreign Subsidiaries, 2025 affecting banks currently benefiting from credit exposures or single obligor limit forbearance. Repatriation and conversion of dividends to foreign currency from Nigeria through the Nigerian Foreign Exchange Market may only be effected upon submission of all requisite documentation, including an electronic Certificate of Capital Importation (an “e-CCI”) evidencing the importation of capital into Nigeria as well as exportation of proceeds, in accordance with the provisions of the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act (as amended) and the Forex Manual.

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

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

Our microfinance banking subsidiary operating in Nigeria is regulated by the CBN and is required to maintain adequate capital resources and comply with specified capital adequacy and liquidity ratios prescribed by the CBN. Compliance with these capital adequacy requirements may require us to retain earnings, raise additional capital, limit balance-sheet growth, adjust our business model, or reduce exposure to certain assets or activities. There can be no assurance that we will be able to maintain sufficient capital levels at all times, particularly during periods of rapid growth, regulatory change, or adverse economic conditions.

Although we currently meet the applicable capital adequacy ratio requirements, we have failed to do so in the past and may fail again in the future. Any such failure could restrict our operations or adversely affect our business, financial condition, and results of operations. If we fail to meet applicable capital adequacy requirements, the CBN may take certain supervisory or regulatory actions that could adversely impact our business in Nigeria, financial condition and result of operations, and limit our activities and restrict the payment of dividend by our subsidiaries in Nigeria.

If the yield on our short-term investments declines or if the asset managers we use are unable to return our funds on a timely basis, it could adversely impact our business and our ability to fund the returns we offer on our savings products, which could harm our liquidity and results of operations.

We earn interest income on short-term investments, and as of June 30, 2026, we had US$532.9 million of short-term investments placed through several domestically licensed asset management companies in Nigeria (“AMC-managed products”), and we also invest in Nigerian treasury bills and similar instruments. The underlying assets of these AMC-managed products include fixed-income securities, such as treasury bills issued by the CBN, money market funds and other liquid instruments, with yields typically ranging between 14% to 24% during the reporting periods. The returns we earn on these AMC-managed products are subject to changes in interest rates and market conditions, and the yields available on reinvestment may decline. In addition, certain assets held by AMC-managed products may include non-fixed income investments, and in some cases the size, nature, tenure and composition, sector and geographical exposure of the underlying assets may not be fully transparent at all times. Fluctuations in the performance, liquidity or valuation of such underlying assets could

 

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adversely affect the investment returns of AMC-managed products. Furthermore, AMC-managed products may be exposed to counterparty and settlement risk, including the risk that issuers, custodians, counterparties or other service providers fail to perform their contractual obligations or experience financial distress. While standard settlement typically occurs within T+1 to T+3, many AMC agreements contain force majeure provisions, which release AMCs from liability if delays occur due to failures in financial systems, banking infrastructure, or other issues within the financial services sector. In the event of a systemic liquidity crisis, multiple AMCs could invoke such clauses simultaneously, resulting in an inability to access funds while still being obligated to meet guaranteed returns to customers, with no penalties or compensation for the delay.

Any such counterparty default or deterioration in creditworthiness could result in losses, delays in settlement, or other disruptions, which could negatively impact investment performance, liquidity and the overall attractiveness of AMC-managed products. Moreover, we may be subject to various penalties if we withdraw our investments early or have delays in making payments, which could adversely impact our liquidity and financial performance.

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

In addition, although the asset managers we partner with are licensed, we remain exposed to the risk that one or more of them experiences operational failures, poor investment performance, liquidity constraints, misconduct, insolvency, or regulatory intervention for the broader Nigerian asset management sector. In any of these events, we may not be able to redeem or transfer our investments when expected, including to meet savings products’ customer withdrawals or payout obligations. Even investments that are generally viewed as lower risk, such as treasury bills, can be subject to price volatility prior to maturity and settlement delays in stressed conditions, which could materially and adversely affect our business, financial condition and results of operations.

We hold licenses that result in substantial compliance costs, and our business would be adversely affected if our licenses are impaired as a result of non-compliance with those requirements.

We currently hold licenses in connection with our financial services and Credit Services. Changes in licensing laws may result in increased disclosure requirements, increased fees, or may impose other conditions to licensing that we or our personnel are unable to meet. In most jurisdictions in which we operate, a regulatory agency or agencies regulate and enforce laws relating to financial services. We are subject to examinations by national and other regulators in the jurisdictions in which we conduct business, which can result in increases in our administrative costs and refunds to borrowers of certain fees earned by us, and we may be required to pay substantial penalties imposed by those regulators due to compliance errors, or we may lose our license or our ability to do business in the jurisdiction otherwise may be impaired. Fines and penalties incurred in one jurisdiction may cause investigations or other actions by regulators in other jurisdictions.

We may not be able to maintain all currently required licenses and permits. If we change or expand our business activities, we may be required to obtain additional licenses before we can engage in those activities. If we apply for a new license, a regulator may determine that we were required to do so at an earlier point in time, and as a result, may impose penalties or refuse to issue the license, which could require us to modify or limit our activities in the relevant state. Jurisdictions may also expand or otherwise modify their current regulations and if such jurisdictions so act, we may not be able to comply with such updated regulations or maintain all requisite licenses and permits in such jurisdictions or our costs of compliance with and maintenance of such licenses or permits may materially increase.

In addition, the jurisdictions that currently do not provide extensive regulation of our business may later choose to do so, and if such jurisdictions so act, we may not be able to obtain or maintain all requisite licenses

 

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and permits, which could require us to modify or limit our activities in the relevant state or states. The failure to satisfy those and other regulatory requirements could result in a default of our arrangements with various partners, our other financial arrangements and/or servicing agreements and thereby having a material adverse effect on our business, financial condition and results of operations.

Changes in applicable laws and regulations, as well as changes in government enforcement policies and priorities, may negatively impact the management of our business, results of operations, ability to offer certain products or the terms and conditions upon which they are offered, and ability to compete.

Fintech regulation is constantly changing, and new laws or regulations, or new interpretations of existing laws or regulations, could have a materially adverse impact on our ability to operate as currently intended, and cause us to incur significant expense in order to ensure compliance. Governmental financial services regulators are also enforcing existing laws, regulations, and rules aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks. From time to time, we have been, and may in the future be subject to routine or ad hoc regulatory reviews. Such reviews or measures may require us to allocate management time and resources to address regulatory inquiries or to temporarily adjust certain aspects of our operations. Although we strive to resolve such matters in the ordinary course of business, any regulatory review or supervisory action could, depending on its scope and duration, result in operational constraints, including limitations, such as temporary restrictions or suspensions, on customer onboarding, which could adversely affect our revenue, growth prospects and business operations.

These regulatory changes and uncertainties could also adversely impact our business planning and could result in changes to our business model and potentially adversely impact our results of operations. For instance, if the application of consumer protection laws were to cause our credit services, or any of the terms of our credit services, to be unenforceable against the relevant borrowers, our business will be materially adversely affected. Even if we seek to comply with licensing and other requirements that we believe may be applicable to us, if we are found to not have complied with applicable laws, we could lose one or more of our licenses or authorizations or face other sanctions or penalties or be required to obtain a license in one or more such jurisdictions, which may have an adverse effect on our business.

Proposals to change the statutes affecting financial services companies are frequently introduced that, if enacted, may affect their operating environment in substantial and unpredictable ways. In addition, numerous federal and state regulators have the authority to promulgate or change regulations that could have a similar effect on our operating environment. We cannot determine with any degree of certainty whether any such legislative or regulatory proposals will be enacted and, if enacted, the ultimate impact that any such potential legislation or implementing regulations, or any such potential regulatory actions by federal or state regulators, would have upon our business.

New laws, regulations, policy or changes in enforcement of existing laws or regulations applicable to our business, or reexamination of current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities, require us to change certain of our business practices, affect retention of key personnel, or expose us to additional costs (including increased compliance costs and/or user remediation). These changes also may require us to invest significant resources, and devote significant management attention, to make any necessary changes and could adversely affect our business.

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

We operate fintech businesses across multiple jurisdictions, primarily including Nigeria, Indonesia, Egypt and Pakistan, each of which has its own evolving AML/ CFT, sanctions and related regulatory regimes. The jurisdictions in which we operate have varying levels of regulatory maturity and enforcement practices and present a high risk from an AML/CFT and related financial crime perspective. Nigeria and Pakistan have

 

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historically been subject to increased monitoring with respect to the sufficiency of their AML/CFT compliance regimes by the Financial Action Task Force. As a result, our business is subject to high AML/CFT and related financial crime risk and we are subject to extensive and complex AML/CFT obligations imposed on digital financial service providers and heightened scrutiny by regulators and financial institution partners, covering areas like customer due diligence, KYC procedures, transaction monitoring, suspicious activities and suspicious transaction reporting, record retention, and ongoing risk assessments.

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

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

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

In addition, the effectiveness of our AML/CFT program and controls depends critically on multiple factors, including the quality and accuracy of user-provided information at onboarding, the sophistication and performance of our risk models and customer risk assessment methodologies, the robustness and responsiveness of our transaction monitoring systems, and the consistent and timely execution of policies and procedures across our different geographic markets and business lines. It is possible that our AML/CFT program and controls may be ineffective and that users of our platform may engage in illicit activity. Additionally, the effectiveness of our AML/CFT program and controls have not been audited by a third party. We are in the process of commissioning a third-party audit of the effectiveness of our AML/CFT controls across the jurisdictions in which we operate and it is possible that the third party audit may find weaknesses or deficiencies in our AML/CFT program and controls requiring remediation. We rely heavily on our employees to assist us by spotting illegal and improper activities and reporting them, and our employees have varying degrees of experience in recognizing criminal

 

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tactics and understanding the level of sophistication of criminal organizations. If we decide to instead outsource any of our customer due diligence, customer screening or anti-financial crime operations, we would remain responsible and accountable for full compliance and any breaches. If we are unable to apply the necessary scrutiny and oversight of employees, third parties to whom we outsource certain tasks and processes, we will face increased risks of regulatory breaches. Any failures to comply with our obligations in this area in a timely manner, or any deficiencies in the design or implementation of our AML/CFT and sanctions compliance systems, including failures to timely detect, investigate or report suspicious activities, could expose us to significant regulatory, civil or criminal liability, or lead to material adverse consequences to our business operation. Moreover, regulatory expectations and enforcement practices relating to AML/CFT, sanctions and other financial crime areas continue to evolve and, in some jurisdictions where we operate, may be subject to heightened enforcement focus. Regulators may adopt more stringent interpretations of existing rules, introduce new compliance requirements, or increase supervisory inspections and investigations. For example, our business model includes agent banking operations, which present specific AML/CFT compliance challenges. Recently in October 2025, the CBN issued the Guidelines for the Operations of Agent Banking in Nigeria which, among other things, introduced enhanced operational and compliance requirements for principals engaged in agent banking. Furthermore, the Guidelines require agents to act exclusively for a single principal, impose enhanced due diligence, monitoring and reporting obligations, require the use of dedicated agent accounts, and provide for significant sanctions for non-compliance. Compliance with these requirements may increase our operational and compliance costs, reduce the pool of available agents, increase competition for qualified agents, require changes to our systems and processes, and adversely affect our ability to recruit, retain and expand our agent network. Failure to comply could expose us to regulatory sanctions, financial penalties, restrictions on our agent banking operations or other adverse regulatory action that the CBN could impose/take. Similar regulatory developments may occur in other jurisdictions where we operate, potentially requiring changes to our business practices and adjustments to our compliance program. We may not be able to comply, in a timely manner or at all, with new regulations, or obtain appropriate exemptions from regulatory authorities, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, revocation of relevant license, or suspension on certain parts of our business, make it more difficult for new customers to join our platform and reduce the attractiveness of our products and services.

Our ongoing compliance with AML/CFT requirements is dependent on our, as well as our partner banks, obtaining and maintaining the requisite licenses and regulatory approvals required to conduct our business activities. For example, in Egypt, we operate through partner bank arrangements and provide our current products and services pursuant to licenses granted by the Central Bank of Egypt to our partner banks. These arrangements permit us to operate our existing business in Egypt and are subject to ongoing regulatory oversight and compliance with applicable regulatory and AML/CFT requirements. We are currently in the process of obtaining an independent license from the Central Bank of Egypt for our business operations in this market. Any failure by us or our partner banks to obtain, maintain, or renew licenses in any required jurisdictions, any delay or inability to obtain the required authorizations, or any change in regulatory interpretation or supervisory expectations, as well as our and our partner banks’ ability to establish, maintain, and effectively implement robust AML/CFT compliance programs, could restrict our ability to continue or expand our operations and may require us to modify our business model or incur additional compliance costs.

Additionally, as our business continues to scale, we must maintain sufficient staffing, expertise and resources to support our AML/CFT and sanctions compliance program, including the recruitment and retention of qualified compliance personnel, the provision of ongoing training, and the consistent application of policies and procedures across an expanding geographic footprint. Our current compliance staffing may be inadequate to address the AML/CFT, sanctions, and financial crime risk profile of our operations and any failure to maintain adequate resourcing or ensure the effectiveness and competence of our compliance personnel could result in gaps in monitoring, detection and escalation of financial crime risk.

While we have developed and implemented policies and procedures designed to ensure compliance by us and our personnel with applicable anti-money laundering and sanctions laws and regulations, such policies and

 

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procedures may not be effective in all instances to prevent violations, either directly or through intermediaries. If we fail to adapt our compliance framework in a timely and effective manner, or if local or international regulators determine that our AML/CFT or sanctions controls are inadequate, we could be subject to substantial fines, penalties, remediation obligations, restrictions on certain business activities, suspension or revocation of licenses, or increased supervisory oversight. These compliance challenges underscore the importance of robust AML/CFT controls and the regulatory risks inherent in our operating jurisdictions.

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

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

Our ability to operate smoothly is closely tied to maintaining compliance with AML/CFT, and sanctions laws across the jurisdictions where we operate. If we fail to adapt our compliance framework in a timely and effective manner, or if local or international regulators determine that our AML/CFT or sanctions controls are inadequate, we could be subject to significant regulatory and commercial consequences. These may include substantial fines, penalties, remediation obligations, restrictions on certain business activities, suspension or revocation of licenses, or increased supervisory oversight. Such regulatory actions and potential future disruptions could significantly affect our commercial operations. Failures to meet AML/CFT regulatory standards can result in restrictions on customer engagement, business activity, and access to financial services in certain regions. These disruptions not only cause reputational harm but can also jeopardize customer confidence and engagement, leading to a negative impact on market perception and overall business performance.

We are subject to anti-corruption laws and regulations, and failure to comply with them could expose us to significant liability or adverse consequences.

The jurisdictions in which we operate present elevated anti-corruption risk and are subject to varying degrees of enforcement of anti-bribery and anti-corruption laws. As a global fintech platform, we are required to comply with applicable anti-corruption laws and regulations in all markets we serve, particularly in regions such as Nigeria, Indonesia, Egypt, and Pakistan.

These regions are governed by evolving anti-corruption regulations and present heightened risks of corruption or bribery, making it essential that we maintain robust compliance programs and uphold transparent and ethical business practices.

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

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

 

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Any violation of the FCPA or other applicable anti-corruption laws could result in investigations or enforcement actions by U.S. or foreign regulators, civil or criminal penalties, significant fines, disgorgement of profits, injunctions restricting future conduct, securities litigation, and reputational harm or loss of investor confidence, any of which could materially and adversely affect our business, financial condition, and results of operations.

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

As we operate across multiple jurisdictions, we are subject to various licensing and regulatory requirements. The regulatory environment in these markets can be complex and is subject to frequent changes. If we fail to maintain the necessary licenses or fail to comply with regulatory requirements, we could face the suspension or revocation of licenses, halting our ability to operate in certain regions. These potential regulatory failures could negatively affect our ability to expand, conduct business, and maintain financial stability.

We are at risk of fraud and misuse of our services.

Given the nature of our services, the scale of our platform, and the volume of transactions we handle, there is a significant risk that our services may be misused for fraudulent or criminal activities, including money laundering, terrorist financing, or other illicit financial activities. Despite robust monitoring systems, the risk of fraud remains a concern, and failures to detect or prevent fraud in a timely manner could expose us to legal liabilities, financial losses, regulatory sanctions, and reputational harm. Additionally, any misuse of our services by customers could undermine the trust and security of our platform, impacting user confidence and business growth.

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information, and adversely affect our business opportunities.

We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and we could be negatively impacted by them. Such laws and regulations may impose certain limitations on the ability to collect and share users’ non-public personal information with nonaffiliated third parties or require certain disclosures to consumers about their information collection, sharing and security practices and their right to “opt out” of the institution’s disclosure of their personal financial information to nonaffiliated third parties.

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

Compliance with current or future privacy, information security and data protection laws (including those regarding security breach notification) affecting user and/or employee data to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services (such as solutions or services that involve sharing information with third parties or storing sensitive card information), which could materially and adversely affect our profitability. Additionally, there is always a danger that regulators can attempt to assert authority over our business in the area of privacy, information security and data protection. In addition, if our vendors and/or service providers are or become subject to laws and regulations in the jurisdictions that have enacted more stringent and expansive legislation applicable to privacy, information and/or data protection, the costs that these vendors and service providers must incur in becoming compliant may be passed along to us, resulting in increasing costs on our business.

 

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Government authorities also may initiate actions for alleged violations of privacy or security requirements. Our failure to comply with evolving privacy, information security and data protection laws could result in potentially significant regulatory investigations and government actions, litigation, penalties, fines or sanctions, consumer or merchant actions and damage to our reputation and brand, all of which could have a material adverse effect on our business.

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

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

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

Any failure or perceived failure by us to comply with our privacy policies or any applicable privacy, security or data protection, information security or consumer protection related laws, regulations, orders or industry standards could expose us to costly litigation, significant awards, fines or judgments, civil and/or criminal penalties or negative publicity, and could materially and adversely affect our business, financial condition and results of operations. The publication of our privacy policy and other documentations that provide promises and assurances about privacy and security can subject us to potential state and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices, which could, individually or in the aggregate, materially and adversely affect our business, financial condition and results of operations.

 

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It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection.

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

In addition, our platform may infringe upon third-party intellectual property, and we may face intellectual property challenges from such other parties. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. The costs of defending any such claims or litigation could be significant and, if we are unsuccessful, could result in a requirement that we pay significant damages or licensing fees, which would negatively impact our financial performance. If we cannot protect our proprietary technology from intellectual property challenges, our ability to maintain our platform could be adversely affected.

We may in the future be subject to federal or state regulatory inquiries regarding our business.

From time to time, in the ordinary course of our business, we may receive inquiries or requests for information from governmental or regulatory authorities regarding the scope of our operations, licensing or compliance obligations. Responding to such inquiries may require management time and resources and could increase our compliance costs. While we believe that we operate in material compliance with applicable laws and regulations, there can be no assurance that regulatory authorities will not adopt different interpretations or expectations in the future. Any such developments could require us to adjust certain aspects of our operations and could adversely affect our business, financial condition or results of operations.

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

Pursuant to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our ordinary shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

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

If authorities governing our auditors or another foreign jurisdiction were to take a position at any time in the future that would prevent the PCAOB from continuing to inspect or investigate completely registered public

 

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accounting firms headquartered in the relevant jurisdictions, and if such lack of inspection were to extend for the requisite period of time under the HFCAA, our securities will be prohibited from being traded on U.S. markets and U.S. stock exchanges may determine to delist our securities.

Risks Related to Our Corporate Structure

We may cease to benefit from assets and licenses held by our majority-owned entities and/or KUFI that are critical to the operations of our business, if such majority-owned entities and/or KUFI were to declare bankruptcy or become subject to dissolution or liquidation proceedings.

We do not have priority pledges and liens against the assets of our majority-owned entities and/or KUFI. If our majority-owned entities and/or KUFI undergo involuntary liquidation proceedings, third-party creditors may claim rights to some or all of their assets and we may not have priority against such third-party creditors on the assets and licenses of our majority-owned entities and/or KUFI.

We are a holding company and do not have any material assets other than our equity interests in our majority-owned entities and KUFI, and any change in our ability to repatriate dividends or other payments could materially adversely affect us.

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

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

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

The shareholders of KUFI may have potential conflicts of interest with us.

The interests of shareholders of KUFI may differ from the interests of our Company. These shareholders of KUFI may breach or cause the KUFI to breach the existing contractual arrangements we have with them, which

 

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could materially and adversely affect our ability to be considered as the primary beneficiary of the KUFI. For example, these shareholders may be able to cause our agreements with the shareholders to be performed by KUFI in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis.

We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our Company or such conflicts will be resolved in our favor. If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to uncertainty as to the outcome of any such legal proceedings.

While we have effective supervision over KUFI, we do not currently have beneficial ownership interest in the equity shares of KUFI. The contractual arrangements with the registered shareholders of KUFI may not be as effective as ownership.

Due to regulatory and licensing requirements applicable to financial technology and digital lending businesses in Indonesia, we conduct certain of our operations in Indonesia through KUFI, a locally incorporated and licensed entity. While we do not directly hold equity interests in such entity, we operate such businesses in Indonesia under a series of contractual arrangements we entered into with the registered shareholders of the operating entity that, taken as a whole, enable us to hold indirect economic interests in the registered shareholder of KUFI. These contractual arrangements provide, to the extent permitted under applicable Indonesian laws and regulations, the degree of supervision and economic exposure. Through the contractual arrangements described above, we have controlling financial interest of Indonesian operating entity. Accordingly, for accounting purposes, we treat the operating entity as a consolidated entity in our consolidated financial statements.

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

Risks Related to Our ADSs and This Offering

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

We intend to apply to list our ADSs on the NYSE. Prior to the completion of this offering, there has been no public market for the ADSs or our ordinary shares, and we cannot assure you that a liquid public market for the ADSs will develop. If an active public market for the ADSs does not develop following the completion of this offering, the market price and liquidity of the ADSs may be materially and adversely affected. The initial public offering price for the ADSs was determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of the ADSs after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their ADSs.

We may not pay cash dividends on our ADSs for the foreseeable future.

We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends on our ADSs in the foreseeable future. Any future

 

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determination to pay dividends on our ADSs will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board of Directors deems relevant.

Techniques employed by short sellers may drive down the market price of the ADSs.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement securities, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short seller attacks have, in the past, led to selling ADSs in the market.

Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions. It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business.

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

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

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

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

 

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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 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.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. If we choose to follow home country practice, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law.”

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, a number of our current directors and officers are nationals and residents of countries other than the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and other jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information, see “Enforceability of Civil Liabilities.”

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If we or the depositary were to oppose a jury trial based on this waiver, the court would have to determine whether the waiver was enforceable based on the facts and circumstances of the case in accordance with applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is

 

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generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, or by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this would be the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs.

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.

Nevertheless, if this jury trial waiver is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or the ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

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

 

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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.

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

The trading market for our ADSs could depend in part on the research and reports that certain securities or industry analysts publish about us or our business. Several analysts may cover our stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

You may be subject to limitations on the transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems it expedient in connection with the performance of its duties. The depositary may close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

 

•

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

 

•

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

 

•

the sections of the Exchange Act requiring liability for insiders who profit from trades made in a short period of time;

 

•

the selective disclosure rules by issuers of material non-public information under Regulation FD; and

 

•

certain audit committee independence requirements in Rule 10A-3 of the Exchange Act.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

 

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As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance requirements. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance requirements.

As a Cayman Islands exempted company listed on NYSE, we are subject to corporate governance requirements of NYSE. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE corporate governance listing standards. We currently intend to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of NYSE that listed companies must have a majority of independent directors and that the audit committee consists of at least three members. To the extent that we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would enjoy under the NYSE corporate governance requirements applicable to U.S. domestic issuers.

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.

We are 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.

Furthermore, our effective tax rate could materially increase as a result of changes in tax law, tax treaties or the interpretation thereof, such as those introducing a tax for credit institutions with liabilities above certain thresholds. Moreover, changes to withholding tax rules, or how they apply to us, may impact our ability to repatriate profits from our operating subsidiaries in various jurisdictions. Our tax liability may also increase significantly if we are required to pay additional taxes (including “minimum” taxes, VAT, other indirect taxes and employment taxes) in any jurisdiction as a result of growth of our business.

In sum, any changes in tax laws or regulations, or in their interpretation by the relevant authorities, the outcome of any tax audits or changes to our taxation as a result of any expansion or modification of our network, operations or corporate structure, could adversely affect our business, financial condition, results of operations and future prospects.

We may not be able to utilize our loss carryforwards, deferred interest deductions and other tax attributes.

We have significant carried forward losses, deferred interest expense and other similar tax attributes, most of which are currently unrecognized within our consolidated financial statements, that arise under the tax laws of the jurisdictions in which we operate. It is possible that we will not generate sufficient taxable income in those jurisdictions or otherwise will be unable to fully utilize these losses, deferred interest expense and other tax attributes. In addition, the utilization of our tax attributes to reduce our taxable income may be subject to limitations under the applicable laws of the jurisdictions in which we operate.

 

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For each accounting reporting period, we assess the likelihood of our carried forward losses, deferred interest expense and other similar tax attributes offsetting future taxable income. We only recognize such attributes as assets on our consolidated balance sheet if there is sufficient likelihood that these tax attributes will be utilized by us in the foreseeable future. The assessment of the recoverability of carried forward losses, deferred interest expense and other similar tax attributes, and therefore the level of deferred tax asset recognition, requires us to exercise judgment based on facts and estimates that may change over time. Accordingly, the value of tax attributes recognized on our consolidated balance sheet for any fiscal period may change over time and may not be indicative of the actual amount of tax attributes that we will be able to utilize in future periods to offset our taxable income. Any limitation on the use of, or the changes to, our tax assets to offset taxable income, including as a result of changes in applicable tax laws or our ownership changes, could result in increased tax liabilities and, as such, could adversely affect our business, financial condition, results of operations and future prospects.

Following recent changes to the Nigerian Capital Gains laws, you may be required to file a Nigerian tax return and pay Nigerian tax on gains upon disposing of our ordinary shares or ADSs.

Under the recently enacted Nigeria Tax Act, 2025 and Nigeria Tax Administration Act, 2025 in Nigeria which came into effect in January of 2026, you may be required to file a tax return in Nigeria and pay tax on any gains realized on a disposition of our ordinary shares or ADSs. See “The Federal Republic of Nigeria Taxation.” There is currently no guidance from the Nigerian tax authorities addressing this potential requirement in the context of a person such as a holder of our ordinary shares or ADSs, and accordingly the requirement and how to satisfy it in connection with an investment in our ordinary shares or ADSs are inherently uncertain. You should speak to your own tax advisor regarding this potential requirement.

There can be no assurance that we will not be a passive foreign investment company for U.S. federal income tax purposes (“PFIC”) for the current or any future taxable year, which could subject U.S. investors in our ordinary shares or ADSs to significant adverse U.S. federal income tax consequences.

In general, a non-U.S. corporation will be considered a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the value of its assets (generally determined on a quarterly average basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Subject to certain exceptions (including the exception for active banks described below), passive income generally includes dividends, interest (including interest-equivalent income or other amounts treated as interest), gains from the sale or exchange of investment property and certain rents and royalties. Cash and cash equivalents are generally passive assets for these purposes. In addition, goodwill (the value of which may be determined by reference to the excess of the sum of a corporation’s market capitalization and liabilities over the book value of its assets) is generally characterized as an active asset to the extent it is attributable to activities that produce active income.

We hold a substantial amount of cash and other passive assets, and the proceeds from this offering and the concurrent private placement will increase the amount of cash we hold. However, based upon the estimated value of our assets, including goodwill, the nature and composition of our income and assets and the application of an exception applicable to certain banks engaged in the active conduct of a banking business (under which interest, income equivalent to interest and certain other types of income earned by such banks are treated as active for purposes of the PFIC rules) (the “active banking exception”), we do not believe that we were a PFIC for our taxable year ended December 31, 2025. Our determination of the value of our assets for our taxable year ended December 31, 2025 is the subject of management discretion and is based on a valuation method that is not based on publicly quoted values of our equity, and could be subject to challenge. And although we do not expect to be a PFIC for our current taxable year based on our conclusion that we qualify for the active banking exception and our expectations as to our market capitalization for purposes of valuing our non-passive assets, because of the extent to which the value of our non-passive assets will be determined by reference to our market capitalization,

 

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which may fluctuate based on the market price of our ADSs, there is a risk that we may be a PFIC for our current taxable year and future taxable years. A determination that we are not a PFIC relies on us qualifying for the active banking exception referenced above, which is the subject of Internal Revenue Service (“IRS”) Notice 89-81, issued in 1989, and subsequently proposed Treasury Regulations from 1995 and proposed Treasury Regulations from 2021, each of which may generally be relied upon by taxpayers until they are withdrawn or final regulations are issued, and each of which generally applies to traditional banking business models that are similar to, but also differ from, our business model. There is no assurance that such proposed Treasury Regulations will be finalized in their current form, that we will qualify for the active banking exception pursuant to Notice 89-81 or the proposed Treasury Regulations in any past, current or future taxable year or that the IRS would agree with our conclusion regarding the applicability of Notice 89-81 or the proposed Treasury Regulations to our circumstances, given the inherent uncertainty in applying the Notice and the proposed Treasury Regulations to our business model. In addition, our PFIC status for any taxable year is an annual determination that cannot be determined until after the end of that year and will depend on the composition of our income and assets and the value of our assets from time to time, including by reference to our market capitalization, as well as our qualification for the active banking exception described above. Moreover, the total value of our assets (including goodwill) may be determined, in part, by reference to the market price of our ADSs from time to time, which may fluctuate. Accordingly, if our market capitalization declines while we hold a substantial amount of cash, cash equivalents or other passive assets for any taxable year (including cash raised in this or any future offering), we may be a PFIC for that taxable year. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with that conclusion and that the IRS would not successfully challenge our position. Moreover, it is not entirely clear how the contractual arrangements with the shareholders of the VIE will be treated for purposes of the PFIC rules, and if the VIE is not treated as owned by us for these purposes, it may change the results of our analysis. For these reasons, we can give no assurance that we will not be a PFIC for our current or any future taxable year. Due to the factual nature of the determination of our PFIC status, our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year. Investors are urged to consult their tax advisers regarding the U.S. federal income tax effects of our PFIC status.

If we are a PFIC for any taxable year during which a U.S. investor owns our ordinary shares or ADSs, the U.S. investor may be subject to adverse tax consequences (even if we cease to be a PFIC in subsequent taxable years), including an increased tax liability on dispositions of our ordinary shares or ADSs or receipt of certain distributions, as well as additional reporting requirements. For a more detailed discussion of the tax consequences of a PFIC classification to U.S. investors, see the section of this prospectus titled “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of terms and expressions such as “anticipate,” “believe,” “could,” “will,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others.

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under “Risk Factors.” These risks and uncertainties include factors relating to:

 

•

general economic, political, demographic and business conditions in jurisdictions where we operate and globally;

 

•

fluctuations in inflation and exchange rates in jurisdictions where we operate and globally;

 

•

our ability to implement our growth strategy;

 

•

the success of operating initiatives, including advertising and promotional efforts and new product development by us and our competitors;

 

•

our ability to develop and apply our technologies to support and expand our product offerings;

 

•

competition in the industry and in jurisdictions where we operate;

 

•

changes in government policies and regulation relating to the industry in which we operate;

 

•

other factors that may affect our financial condition, liquidity and results of operations; and

 

•

other risk factors discussed under “Risk Factors.”

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as representations or warranties by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The industry in which we operate may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of the ADSs. In addition, the rapidly evolving nature of the industry in which we operate results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. We operate in a rapidly evolving environment. New risks emerge from time to time, and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement.

 

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USE OF PROCEEDS

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

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

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

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

 

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DIVIDEND POLICY

We have not previously declared or paid any cash dividend or dividend in kind, and we currently have no plan to declare or pay any dividends in the near future on our shares or the ADSs representing our ordinary shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our subsidiaries for our cash requirements, including any payment of dividends to our shareholders.

Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the ordinary shares underlying the ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to the ADS holders in proportion to the ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Description of American Depositary Shares.”

 

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2026:

 

•

on an actual basis;

 

•

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

 

		As of June 30, 2026				As of June 30, 2026				As of June 30, 2026
		Actual				Pro Forma				Pro Forma as Adjusted (1)
		(USD in thousands)
Mezzanine equity:
Series Seed redeemable convertible preferred shares			7,884				-
Series Seed+ redeemable convertible preferred shares			22,119				-
Series A redeemable convertible preferred shares			39,812				-
Series B redeemable convertible preferred shares			185,016				-
Series C redeemable convertible preferred shares			808,308				-
Total Mezzanine equity			1,063,139				-
Shareholders’ (deficit)/equity:
Ordinary shares			2				7
Additional paid-in capital			-				1,063,134
Accumulated other comprehensive income			8,045				8,045
Accumulated deficit			(690,507	)			(690,507	)
Total shareholders’ (deficit)/equity			(682,460	)			380,679
Total capitalization			380,679				380,679

Note:

 

(1)

The pro forma as adjusted information discussed above is illustrative only. Our additional paid-in capital, total shareholders’ (deficit)/equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing.

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 $    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$    million.

 

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