Momentum Financial Holdings Limited announced a conditional agreement on 27 April 2026 to subscribe for 2% of the enlarged share capital of PayCools Cayman Limited for USD 3.00 million. The consideration will be settled by issuing 92.13 million new Momentum Financial shares at HK$0.254 each under the existing General Mandate.

The new shares represent 2.77% of Momentum Financial’s current issued share capital and 2.70% of the enlarged share base. Post-issuance, 104.27 million shares will remain available under the General Mandate, which allows up to 196.40 million shares. The issue price reflects premiums of 4.10%, 2.42% and 0.40% over the closing averages for the one-, five- and ten-day periods preceding the agreement date.

Following completion, PayCools will become a 2.70% shareholder of Momentum Financial, while the latter will hold 2% of PayCools’ 12.52 million shares in issue. Momentum Financial’s own shareholder structure will shift modestly, with total shares outstanding rising from 3.32 billion to 3.41 billion.

PayCools, founded in 2021, operates digital payment infrastructure across Southeast Asia, Latin America and the Middle East. It reported unaudited net losses of USD 0.76 million in 2024 and USD 0.14 million in 2025 on a net asset base of USD 6.84 million, but logged year-on-year growth above 180% in payment volume and 440% in transaction count.

The transaction qualifies as a share transaction under Chapter 14 of the Hong Kong Listing Rules, with all percentage ratios below 5%, and does not require shareholder approval. Completion is subject to customary conditions, including regulatory clearances and accuracy of warranties.

The board cautions shareholders and investors that completion is not guaranteed until all conditions are satisfied.