Way2VAT funds RBC and e-invoicing expansion with A$2.1m raise

A$2.1 Million Raise Comes With Discount and Dilution

Way2VAT Limited (ASX:W2V) has secured binding commitments to raise A$2.109 million from new and existing professional and sophisticated investors, including three of its four largest shareholders. The placement will issue approximately 42.18 million shares at A$0.05 each, a 29% discount to the company’s last closing price of A$0.07 and a 9.1% discount to its 15-day VWAP.

The immediate use of the money is specific but not fully quantified: Way2VAT will direct part of the proceeds to the second payment tranche of its RBC acquisition, with the balance allocated to working capital and strategic execution. The announcement does not disclose the size of that acquisition payment or the company’s post-placement share count, leaving investors without a precise view of the raise’s effect on ownership or cash runway.

Options Could Add to the Capital Cost

Investors receiving placement shares will also be entitled to one free option for every two shares issued. The options carry a A$0.075 exercise price and expire two years after issue, but their issuance requires shareholder approval at an extraordinary general meeting expected in November. Way2VAT also plans to seek approval for up to 6.436 million options for joint lead managers PAC Partners Securities and Sharewise Capital, on the same terms, alongside a fee of up to 6% of gross proceeds.

The placement shares are being issued under existing Listing Rule 7.1 and 7.1A capacity, so the share issue itself does not require shareholder approval. Settlement is expected around 11 September, with allotment targeted for around 14 September, while quotation of the placement options remains subject to both approval and ASX requirements.

Four-Pillar Strategy Moves From Reclaim Into Invoicing

The accompanying investor presentation positions the raise against a broader four-pillar strategy spanning global VAT reclaim, APAI invoice validation, VAT compliance services and real-time e-invoicing. Way2VAT reported unaudited first-half FY26 revenue of A$4.01 million, Q2 revenue of A$2.15 million, up 30% from the prior corresponding period, and an FY25 gross margin of 82%. It also reported quarterly operating expenses of A$2.8 million and accounts receivable of approximately A$6.9 million, figures the company presents as part of its path towards cashflow breakeven.

Way2Invoice launched globally on 1 September, with first external revenues targeted for Q4 2026. The presentation says proofs of concept have been completed with current clients in Germany, external contracts are in progress, and Peppol connectivity gives the platform access across more than 20 countries. Way2VAT also says it has begun a pilot with the first two international ecommerce merchants under its Go Global partnership, an initiative that will require infrastructure investment as it scales.

The opportunity is clear in the company’s pitch: use its existing VAT reclaim and compliance base to sell a second, recurring software service while automation helps contain operating costs. The harder question is timing. The placement provides fresh funds for acquisition obligations and rollout, but the filing offers no forecast for when those investments will translate into sustainable profitability, and the new shares and potential options raise the capital hurdle shareholders must ultimately clear.