The Nigeria-focused fintech’s US registration statement outlines its proposed American Depositary Share offering, capital deployment plans and accelerating revenue growth, alongside a proposed secondary listing in Nigeria.
OPay Limited, the Cayman Islands-incorporated parent of the digital financial services platform operating primarily in Nigeria, has filed a Form F-1 registration statement with the United States Securities and Exchange Commission (SEC) for a proposed initial public offering (IPO) on the New York Stock Exchange (NYSE) under the ticker symbol OPAY. The filing, dated 9 October 2026, also discloses a concurrent private placement to Stanbic Africa Holdings Limited and plans to pursue a secondary listing on the Nigerian Exchange Limited (NGX) after completing the US listing.
The proposed IPO will involve American Depositary Shares (ADSs) representing OPay ordinary shares. However, the preliminary filing leaves the number of ADSs to be offered, the price range, the offering size and the expected net proceeds undisclosed. The transaction remains subject to the effectiveness of the registration statement and final NYSE listing approval.
Citigroup, Deutsche Bank, Standard Bank and China International Capital Corporation (CICC) are named as underwriters, with B. Riley Securities and Needham & Company serving as additional offering participants.
Davis Polk & Wardwell LLP is advising OPay on certain US federal securities and New York State law matters in connection with the proposed IPO, while Harney Westwood & Riegels is advising on Cayman Islands law and the validity of the ordinary shares underlying the American Depositary Shares. Indonesian law matters are being handled by Hutabarat Halim & Rekan. Simpson Thacher & Bartlett is acting for the underwriters on certain US federal securities and New York State law matters.
Stanbic Africa commits to concurrent private placement
Alongside the IPO, Stanbic Africa Holdings, a member of Standard Bank Group, has agreed to subscribe for OPay ordinary shares through a separate private placement, subject to completion of the offering and applicable regulatory approvals.
The subscription price will be the lowest of US$200 million, the US dollar equivalent of 0.98% of Standard Bank Group’s qualifying regulatory capital, excluding unappropriated profit, or an amount calculated by reference to 4.99% of OPay’s post-transaction shares outstanding and the IPO price per ordinary share.
The arrangement therefore does not represent an unconditional US$200 million investment. Its final value will depend on the contractual formula and the IPO pricing. Stanbic’s shares will be subject to a transfer restriction running until 12 months after the prospectus date, subject to specified exceptions.
The investment follows a memorandum of understanding signed on 14 August 2026 between OPay Digital Services Pte. Ltd. and Stanbic Africa Holdings to explore collaboration across digital banking, merchant acquiring, payments, lending, remittances and the distribution of selected Standard Bank Group products through OPay’s platform.
IPO proceeds to fund technology, expansion and acquisitions
OPay intends to deploy the net proceeds from the IPO and concurrent private placement towards general corporate purposes, including technology investment, distribution, new solutions, market expansion, potential acquisitions and strategic investments.
The company has not provided a definitive allocation across these categories. Its management will retain discretion to redirect the funds if business conditions or its operating plans change. Any proceeds not immediately required are intended to be placed in short-term interest-bearing debt instruments or bank deposits.
The filing also indicates that the anticipated proceeds, existing cash and cash equivalents, and expected operating cash generation should be sufficient to meet the company’s anticipated cash requirements for at least 12 months following the prospectus date, based on its current operating plans. <Cite refs={["turn996845view1","turn948526search4"]}/>
NGX listing approved, subject to regulatory requirements
OPay has confirmed that its board and shareholders have approved plans to pursue a secondary listing on the NGX following completion of its primary NYSE listing.
The proposed Nigerian listing is subject to market conditions, compliance with applicable Nigerian laws and regulations, necessary regulatory approvals, and relevant trading, clearing and settlement requirements. The filing identifies the Investments and Securities Act 2025, the Nigerian SEC’s applicable rules and regulations, and the NGX Rulebook as part of the relevant regulatory framework.
OPay has not disclosed a timetable, listing size, Nigerian share price or the precise structure through which its shares would be admitted to trading. The filing also does not establish whether the NGX listing would involve a new share issuance or the admission of existing shares. The Nigerian transaction is separate from both the US IPO and the Stanbic private placement.
Revenue more than doubles as lending expands
OPay’s filing shows that revenue rose to US$536.3 million in 2025, from US$205.7 million in 2024, representing growth of approximately 160.7%. The company also moved from a net loss of US$50.8 million in 2024 to net income of US$72.5 million in 2025.
Growth accelerated in the first half of 2026, when revenue increased by approximately 136.5% to US$467.1 million from US$197.5 million in the corresponding period of 2025. Net income rose to US$90.9 million from US$21.7 million, while operating income increased to US$131.2 million from US$35.8 million.
Nigeria generated US$417.6 million, or 89.5%, of first-half 2026 revenue, underscoring its importance to the group despite OPay’s operations in Indonesia, Egypt and Pakistan. Loan financing services contributed US$236.1 million during the period, while transaction-based services generated US$130.6 million, reflecting the growing contribution of lending alongside its core payments business.
The filing also reported US$558 billion in gross transaction value across 90.1 billion transactions during the 12 months ended 30 June 2026, alongside 50.1 million monthly active users as of 31 July 2026.
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