Gratifii Limited has executed a binding agreement to acquire Mosh, with settlement imminent, while deferring completion of its Simplicity acquisition to early 2027 under revised, earnings-linked terms.
- Binding agreement signed for Mosh acquisition with settlement expected within a week
- Simplicity acquisition completion deferred to 31 January 2027 with earnings-based conditions
- Revised payment structure includes cash, shares, and an earn-out tied to EBITDA
- Changes align vendor value with post-acquisition performance and support long-term growth
Mosh Acquisition Agreement Finalised
Gratifii Limited (ASX:GTI) has locked in a binding agreement to acquire Mosh, a deal first flagged in December 2025. The terms remain consistent with the previous announcement, and settlement is expected imminently; within the next week. This acquisition marks a key step in Gratifii’s strategic expansion in loyalty and rewards technology, reinforcing its footprint across Australia and New Zealand.
Simplicity Acquisition Terms Revised and Completion Deferred
Meanwhile, Gratifii and Simplicity Australasia Limited have agreed to vary the terms of their acquisition deal announced in May 2026. The completion date has been pushed back to 31 January 2027 to allow Simplicity to solidify recent sales wins before the ownership transfer. This delay is not just a calendar shift; it introduces an earnings-based completion condition that ties finalisation to Simplicity’s financial performance over the six months ending December 2026.
The revised agreement restructures the payment schedule into multiple tranches: an initial cash payment of NZ$1.12 million (after an NZ$80,000 deposit), NZ$1.5 million in consideration shares issued at completion, a second cash tranche of NZ$1.6 million due in September 2027 contingent on customer retention, and a third earn-out tranche linked to five times Simplicity’s EBITDA for the 12 months ending June 2028. This earn-out mechanism aligns vendor returns with the company’s ongoing profitability under Gratifii’s stewardship.
Strategic Implications of Payment and Timing Adjustments
The changes to the Simplicity deal reflect a cautious approach by Gratifii, balancing upfront cash outflows with performance-linked payments to mitigate risk. By conditioning completion on financial results, Gratifii ensures it acquires a business demonstrating consistent profitability. The staged payments and earn-out also incentivise Simplicity’s vendors to maintain performance post-acquisition, potentially smoothing integration and growth.
This adjustment comes as Gratifii continues to build momentum following recent product launches and capital raises. The company’s broader strategy to expand its loyalty and rewards platform across multiple markets is supported by these acquisitions, which bring complementary capabilities and customer bases. The Mosh acquisition, in particular, is poised to settle shortly, adding immediate scale to Gratifii’s operations.
Bottom Line?
Gratifii’s revised Simplicity deal balances risk and reward through deferred completion and earnings-based payments, while the imminent Mosh settlement adds near-term growth potential.
Questions in the middle?
- Will Simplicity meet the revised earnings thresholds to complete the acquisition by January 2027?
- How will the earn-out linked to EBITDA influence vendor behaviour and integration outcomes?
- What impact will these acquisitions have on Gratifii’s overall market position and financial performance in FY27?