Gratifii Raises $10m to Expand Loyalty Reach with Simplicity and Marketplacer

Gratifii's Bold Expansion in Loyalty Tech

Gratifii Limited (ASX:GTI) has completed a $10 million capital raise to fund the acquisition of Simplicity Loyalty and a strategic investment in Marketplacer Holdings, moves designed to transform its footprint in the Asia-Pacific loyalty and rewards market. The acquisition of Simplicity Loyalty, a provider with a blue-chip ANZ client base including Dulux and Schneider Electric, immediately scales Gratifii’s presence in the Retail, QSR, and FMCG sectors, some of the highest-value segments in the loyalty space.

Simplicity delivered unaudited FY25 revenue of $4.6 million, with 41% recurring SaaS revenue and a normalised EBITDA of $0.54 million, before synergies. Gratifii expects to unlock operational efficiencies through platform consolidation and elimination of duplicated services, enhancing margins and client retention. The upfront acquisition consideration is approximately $3.4 million, split between cash and shares subject to shareholder approval, plus an earnout tied to performance targets.

Marketplacer Investment to Power Loyalty Marketplaces

Complementing the acquisition, Gratifii has inked a non-binding term sheet to invest $5 million in Marketplacer via convertible notes bearing 12% interest and convertible into super senior preference shares with a 2.25x liquidation preference. Marketplacer operates a global enterprise marketplace platform that enables seamless integration of thousands of product categories without inventory risk, making it a potent commerce engine for Gratifii’s 18+ million member base.

This strategic partnership is expected to accelerate go-to-market initiatives and expand Gratifii’s rewards offering from traditional points redemption to a rich, product-driven marketplace. The combined platform aims to drive transaction volume and deepen member engagement, potentially delivering an incremental EBITDA run rate exceeding $2.5 million within 12 months of Marketplacer’s deployment. This builds on Gratifii’s existing collaboration with Marketplacer established earlier this year in a five-year strategic partnership for AI-powered rewards marketplaces.

Capital Raise Details and Shareholder Considerations

The $10 million capital raise was executed via a two-tranche placement priced at $0.04 per share, a 14.9% discount to the last close and 23.3% to the 15-day VWAP, with one option issued for every two shares subscribed. All four Gratifii directors are participating, subject to shareholder approval for the second tranche and options issuance at an Extraordinary General Meeting expected in late June. The raise will fund the Simplicity acquisition ($3 million including synergy execution), the Marketplacer investment ($5 million), and working capital plus transaction costs ($2 million).

Gratifii’s recent financial momentum includes record cash receipts and strategic acquisitions such as Mosh Digital and Future Pass, which have expanded its digital engagement capabilities and client base. These developments, combined with the current transactions, position Gratifii to accelerate growth and improve unit economics, fast-tracking its path to EBITDA profitability. The company now services over 80 enterprise clients and reaches more than 65% of Australian and New Zealand households, a scale that supports monetisation opportunities across its 18 million member accounts, as highlighted in its record $19.8m cash receipts earlier this year.

Integration and Outlook

While the transactions remain subject to customary conditions precedent including shareholder approvals and contract consents, Gratifii’s CEO Iain Dunstan emphasised the transformational nature of these deals. The integration of Simplicity’s high-margin SaaS platform and Marketplacer’s commerce capabilities is expected to create a sticky ecosystem where increased product range drives more redemptions, which in turn deepens data insights and member loyalty.

Execution risk remains, particularly around synergy realisation and the timing of Marketplacer’s feature deployments. However, the strategic alignment and capital injection provide a solid foundation for Gratifii to leverage its extensive member base and enterprise relationships to capture a growing share of the loyalty and rewards market in the Asia-Pacific region.