Maha Capital (MAHA) Investor Update summary

Business combination and transaction overview

• Signed definitive documents for a business combination, including the acquisition of WorkQ/WorKEO and key technology assets to expand into local currency BNPL solutions, alongside the GTC Program.

• Equity transaction includes up to 141 million shares, up from 117 million, and a new USD 35M capital raise, with up to 49 million earnout shares contingent on achieving over USD 50 million in revenue within two years.

• The structure involves multiple entities across the US, Puerto Rico, Mexico, Canada, and Brazil, with both USD and local currency solutions.

• The deal is subject to board, regulatory, and shareholder approvals.

Product and market expansion/positioning

• GTC program offers US dollar-denominated B2B and T&E solutions across Latin America, targeting international clients with payment terms up to 120 days and AI-driven insights.

• WorkQ/WorKEO enables local currency BNPL and credit solutions in Canada, Mexico, and Brazil, leveraging proprietary technology and supporting both clients and suppliers.

• Both programs allow suppliers to advance receivables, share financial costs between buyers and merchants, and generate revenue from interchange fees and interest rates, with an average annual yield of 18%.

Financial performance and projections

• Current portfolio: USD 14 million in GTC credit lines at 13% annual yield; USD 28 million in local currency credit lines at 21% annual yield.

• Total credit line of USD 42 million, with an average annual yield of 18% and average credit terms of 61 days.

• In two months, GTC and WorKEO approved USD 42 million in credit lines, supporting an annual transaction volume of USD 250 million, with net cash at closing expected to exceed USD 140 million.

• Theoretical combined annual billings capacity is over USD 10 billion, with potential annual revenue of USD 250-300 million and net income capacity of USD 100-140 million.