Stakk Limited is an ASX-listed financial technology company delivering Stakk IQ, a modular, API-first embedded finance and digital trust infrastructure platform used by banks, neobanks and enterprises to build and scale modern financial applications while preventing digital fraud across customer onboarding, payments and account funding in regulated markets.

Stakk Limited is undertaking an Institutional Placement to raise approximately A$27.0 million via the issue of approximately 1.23 billion new fully paid ordinary shares in the Company at A$0.022 per share

Investors will receive 1 option for every 4 Placement Shares subscribed ($0.035 strike, expiry 2 years). Free attaching options will be issued following shareholder approval at an upcoming General Meeting of the Company

Stakk will acquire 100% of ParaScript for US$25.0m upfront cash, US$19.0m in upfront scrip (escrowed in tranches over 12–36 months), plus US$19.0m deferred cash paid in four equal annual instalments over 4 years.

The Acquisition, Placement and the Attaching Options will be subject to shareholder approval at a meeting to be held as soon as practicable.

Discount

The offer price represents a discount of:

• 15.4% to last price (A$0.0260)
• 17.6% to 5 day VWAP (A$0.0267)
• 16.6% to 10 day VWAP (A$0.0264)

Stakk Limited is an Australian-based financial technology company focused on delivering Stakk IQ, a modular, API‑first embedded finance and digital trust infrastructure platform for regulated financial institutions and enterprise clients. It provides critical backend services that enable banks, credit unions, neobanks and fintechs to rapidly launch and scale modern banking, payments and account funding products while maintaining compliance and security in highly regulated markets.

The company positions itself as an AI‑powered fraud protection and trust decisioning provider, helping clients combat rising digital fraud, identity misuse and AI‑enabled scams across customer onboarding, transaction monitoring and ongoing account lifecycle events. Stakk’s platform integrates identity verification, document validation, biometrics and risk decisioning into a consolidated “digital trust layer” that sits across client digital channels, reducing fraud losses and improving conversion by enabling real‑time, data‑driven decisions.

Stakk has transitioned from a consumer-facing fintech to a B2B infrastructure model, monetising via contracted recurring revenue with institutional clients in North America and Australia. Recent updates highlight rapid revenue growth, strong gross margins and increasing annualised run‑rate revenue supported by multi‑year Master Service Agreements with traditional banks, neobanks and other regulated platforms. Management is leveraging this momentum to invest in product development and strategic acquisitions aimed at deepening its fraud‑tech capabilities and expanding its addressable market in global digital trust infrastructure.

Stakk proposes to acquire 100% of U.S.-based ParaScript LLC and ParaScript Management Inc via a fixed-price equity and scrip transaction designed to be both immediately earnings-accretive and strategically transformative. The consideration mix includes a substantial upfront cash component, upfront scrip subject to staged escrow over 12–36 months, and a deferred cash package paid in equal annual instalments over four years, aligning vendor incentives with long-term performance. This structure balances balance sheet discipline with meaningful vendor alignment and provides Stakk with flexibility in managing integration and capital allocation.

Strategically, ParaScript brings a 30‑year history in AI-driven document and cheque processing, with a blue-chip customer base spanning banks, insurers and government agencies, and processes on the order of tens of billions of document interactions annually. Combining Stakk’s modern digital trust and fraud decisioning platform with ParaScript’s deep document intelligence libraries is intended to create a “regulator‑grade” intelligence layer, materially enhancing fraud detection accuracy and broadening use cases across financial services, government and enterprise workflows. The acquisition thus positions Stakk as a more comprehensive digital trust and document intelligence provider, with expanded scale, data advantage and cross-sell opportunities across both customer bases.

Proceeds from the Placement, in combination with existing cash, will be applied to:

• Upfront Acquisition price (cash); and
• General working capital, costs of the transaction and offer.