Klevo to Issue 141 Million Loyalty Options at $0.022 to Raise $3.1 Million

Capital Raise Targets Credit and Payment Tech Growth

Klevo Group Limited (ASX:KLV) is seeking to raise roughly $3.1 million through a pro-rata non-renounceable entitlement offer of Loyalty Options priced at 2.2 cents each. Eligible shareholders will receive seven Loyalty Options for every eight shares held as of the 9 September 2026 record date, with each option exercisable at $1.00 within 12 months of issue. The company expects to issue approximately 141 million Loyalty Options under this offer.

The funds are earmarked primarily for advancing Klevo’s credit capabilities, including accelerating the development and commercialisation of its stablecoin platform and associated financial technology products. Approximately $2 million will be allocated to technology development, while $1 million will support international expansion of Klevo’s existing Mastercard program across selected Asian markets. This includes costs related to regulatory approvals, system integration, marketing, and partner engagement.

Cleansing Offer and Capital Structure Effects

Alongside the Loyalty Options Offer, Klevo is conducting a nominal Cleansing Offer of 100 shares at $2.00 each, intended solely to remove trading restrictions on previously issued shares. This offer is expected to raise only $200 and is by invitation only.

Assuming full subscription and factoring in the expected cashless exercise of 14.1 million existing options prior to the record date, the total number of shares on issue post-offer will remain essentially unchanged at about 161.4 million, with options increasing to nearly 158 million. While the Loyalty Options themselves do not immediately dilute shareholdings, any exercise of these options into shares would dilute existing shareholders by approximately 46.7%, assuming all options are exercised for cash.

Directors Backing and Offer Timetable

All directors have signaled their intention to fully participate in the Loyalty Options Offer, collectively holding over 37 million shares and 10 million options prior to the offer. The timetable kicks off with the offer announcement and prospectus lodgement on 4 September 2026, with the offer closing on 23 September and results announced on 30 September.

Risks Highlighted in Prospectus

Klevo’s prospectus underscores the speculative nature of the investment and outlines a broad range of risks. Key concerns include potential dilution from option exercise, going concern uncertainties flagged in recent financial reports, regulatory risks related to its stablecoin and financial services licences, and operational concentration risks given its Vietnam-based technology development hub.

Regulatory uncertainties around digital assets and stablecoins remain a particular focus, as Klevo’s Fly Wallet subsidiary partners with Bybit to develop KLVAUD, an Australian dollar-backed stablecoin. The company also recently acquired Just Ask Solar to bolster its Australian Credit Licence holdings, supporting its credit product ambitions.

Financial Position and Use of Proceeds

The pro-forma balance sheet as at 30 June 2026 anticipates an increase in cash reserves to approximately $7.4 million following the offer, after deducting estimated offer expenses of $50,000. The company believes this capital injection will provide sufficient working capital to pursue its strategic objectives, though it notes operational plans may be scaled back if the offer is not fully subscribed.

The prospectus also confirms that the company’s shares will remain fully paid and freely transferable, with no escrow restrictions. The Loyalty Options will not be quoted on ASX, but shares issued on their exercise will rank equally with existing shares.