Maha Capital (MAHA) Investor Update summary

Transaction overview and rationale

• Announced a transformative business combination with KEO/Keo World, converting a prior $100M debt facility into a full equity transaction, making Maha Capital the 100% owner of the KEO GTC program and acquiring Keo Latam GTC Program LLC and Keo Puerto Rico LLC.

• The deal includes a $35M capital raise at SEK 16/share, a 300% premium to current price, with further capital injections and dual listing plans on Nasdaq US.

• Strategic institutional investors will receive one warrant per new share, exercisable at SEK 16.

• KEO operates a proven B2B fintech credit card platform under an American Express license, targeting corporate clients in USD.

• The combination aims to leverage Maha’s robust capital base and KEO’s technology to capture high-growth B2B payments markets, especially in Latin America, the Caribbean, and Canada.

Transaction structure and timeline

• Initial $5M capital raise from strategic investors Netspark Growth Partners and Mayberry Investments, issuing ~3M shares.

• AGM to approve the business combination, with up to 170M shares issued to KEO World, contingent on operational milestones, and up to 117.4M shares for Keo Latam and Keo Puerto Rico.

• Additional 104M shares to be issued for prior loan facility and call option participants, plus further issuances for rights of other investors and warrant holders.

• Dual listing on Nasdaq US and further $30M capital raise planned, aiming to complete by next quarter and dual listing by H1 next year.

• Strategic institutional investors to receive warrants per new share.

Business model and market opportunity

• Focused on USD-denominated corporate clients, offering low-risk, high-yield credit card solutions with AI-driven analytics.

• The Global Trade Card (GTC) program provides flexible payment terms (up to 120 days) and targets both travel/entertainment and B2B purchasing needs.

• Illustrative yields of 1.5%-1.8% per month, with additional revenue from FX, cross-border payments, and spend management.

• Leverage capacity could enable $6B+ in annual transactions, with potential net income of $40-$60M and industry valuation multiples of 20-24x earnings.

• Keo World offers digital onboarding, real-time credit issuance, blockchain-based payment rails, and APIs for financial institutions.