MOMENTUM FIN (01152) plans to acquire a 2% stake in PayCools Cayman Limited for $3 million.

MOMENTUM FIN (01152) announced that on April 27, 2026, the company, target company PayCools Cayman Limited and other contracting parties (PayCools Hong Kong Limited, PayCools Limited, Shenzhen Bi Cheng Technology Co., Ltd., Shenzhen Be Cool Technology Co., Ltd., PAYMENT INNOVATION INC) entered into an agreement. The company conditionally agreed to subscribe while the target company conditionally agreed to issue target shares at a price of $3 million. This will be settled by the company subscribing and issuing 92.126 million consideration shares to the target company and/or its designated persons. After completion, the company will hold 2% of the target company's total issued shares. The 92.126 million consideration shares represent (i) approximately 2.77% of the total issued shares on the announcement date; and (ii) approximately 2.70% of the total issued shares after the issuance of consideration shares. The consideration shares will be issued under a general mandate for issuance. Under the general mandate, directors are authorized to issue up to 20% of the total issued shares (excluding any treasury shares) on the date of the special general meeting. The maximum number of shares that can be issued under the general mandate is 196 million shares. As of the announcement date, no shares have been issued under the general mandate. The general mandate is sufficient to issue all consideration shares, so shareholder approval is not required. After the issuance of all consideration shares, there will be 104 million shares remaining under the general mandate. The issue price of $0.254 per share for the consideration shares was determined by the company and the target company through fair negotiation as the lower of the following two options: the average closing price of the shares for the 20 consecutive trading days before the signing of the memorandum of understanding or the average closing price for the 20 consecutive trading days before the signing of the agreement, at a premium of approximately 4.10% over the market price of $0.244 per share on the announcement date. The company plans to expand its e-commerce products and diversify its business model to enhance the low-cost circulation of funds and provide convenient payment solutions for cross-border e-commerce enterprises. The target company can provide a one-stop cross-border payment solution for cross-border e-commerce enterprises, supporting multiple currencies and payment methods. Therefore, the contracting parties intend to jointly develop electronic wallet products, share transaction-related resources, and conduct share exchanges to strengthen mutual trust and cooperation, thus establishing a long-term and stable strategic partnership. Through leveraging the target group's large annual payment volume and high transaction frequency, the company and the target group can redirect a large number of users and payment activities to the jointly developed electronic wallet products, significantly accelerating the acquisition of users, engagement, and overall transaction growth. Based on the share exchange, both parties agree to actively explore technological synergy, with the company using e-commerce resources to supply high-quality domestic and foreign Token calls for the target group, supporting its intelligent upgrades in areas such as smart risk control, cross-border operational automation, and global customer service experience, aiming to jointly create a benchmark case of AI-enabled payments in the industry.