Ovanti US Eyes Nasdaq Debut with $300M SPAC Deal, Majority Stake Retained
Ovanti Limited’s U.S. BNPL arm, Flote, has signed a Letter of Intent with Nasdaq-listed Miluna Acquisition Corp for a $300 million valuation, aiming for a Nasdaq listing while preserving Ovanti’s majority ownership.
- Ovanti US valued at $300 million pre-money in proposed SPAC deal
- Miluna Acquisition Corp brings $60 million trust capital for growth
- Ovanti Limited retains majority ownership in Nasdaq-listed entity
- Funds targeted to accelerate U.S. BNPL expansion and merchant acquisition
- Transaction aligns with BNPL peers Sezzle and Zip’s U.S. market strategies
Strategic Move to Nasdaq
Ovanti Limited (ASX, OVT) has taken a significant step towards expanding its footprint in the lucrative U.S. Buy Now, Pay Later (BNPL) market. Its U.S. subsidiary, Ovanti US Inc., trading as Flote, has executed a non-binding Letter of Intent (LOI) with Nasdaq-listed special purpose acquisition company (SPAC) Miluna Acquisition Corp. The proposed transaction would value Ovanti US at a pre-money equity valuation of US$300 million and result in a standalone Nasdaq listing for the business.
Crucially, Ovanti Limited will maintain majority ownership and control of the combined Nasdaq-listed entity, preserving shareholder value while unlocking access to U.S. capital markets. This dual-listing approach allows Ovanti to leverage growth opportunities in the U.S. without relinquishing its ASX presence.
Capital Injection to Fuel Growth
Miluna’s IPO raised US$60 million, currently held in trust, which will provide Ovanti US with a substantial war chest to accelerate its growth strategy. The capital is earmarked for scaling BNPL receivables, expanding merchant and partner networks, marketing campaigns targeting over 150 million U.S. debit-first consumers, and enhancing product and regulatory infrastructure.
Ovanti’s management is targeting a total transaction volume (TTV) of approximately US$1.8 billion over 24 months in its base case, with upside potential reaching US$5 billion. This ambitious growth plan is supported by the fresh capital and the Nasdaq listing’s visibility among U.S. investors.
Market Context and Peer Validation
The move aligns Ovanti with BNPL peers who have successfully tapped U.S. markets. Sezzle Inc., a Nasdaq-listed U.S. BNPL player, has seen strong investor enthusiasm and share price appreciation following its listing. Similarly, ASX-listed Zip Co is pursuing a dual listing on Nasdaq to capitalize on its U.S. growth and investor interest.
Ovanti’s chairman, Daler Fayziev, highlighted that the transaction offers a compelling pathway to maximize long-term shareholder value by combining Ovanti US’s growth potential with access to U.S. fintech investors and capital. The involvement of ARC Capital, a seasoned SPAC advisor, and Miluna’s credible Nasdaq platform further bolster confidence in the deal.
Next Steps and Considerations
While the LOI marks a major milestone, the transaction remains subject to several key steps including execution of a definitive Business Combination Agreement, due diligence, PCAOB-compliant audits, SEC filings and approvals, as well as ASX and shareholder consents. The process is expected to extend into early 2026, with holiday periods potentially causing some delays.
Investors should note that final ownership percentages may shift depending on PIPE investments, redemptions, and other transaction elements. Nonetheless, the strategic intent to maintain Ovanti’s majority stake remains clear.
Bottom Line?
Ovanti’s Nasdaq SPAC deal sets the stage for aggressive U.S. BNPL growth while safeguarding ASX shareholder interests.
Questions in the middle?
- How will PIPE investor participation and redemptions affect final ownership stakes?
- What are the key risks in executing the ambitious $1.8–5 billion TTV growth target?
- How might U.S. regulatory scrutiny impact Ovanti US’s Nasdaq listing timeline and operations?
