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The big potential driver is a planned Nasdaq listing by the end of February. The paperwork for this moved forward on New Year’s Eve when Technology & Telecommunication Acquisition Corporation (TETE) filed an updated document with the US regulator.

TETE is backed by Bradgate Group, which manages billions of dollars across its businesses.

The key points, which you can read for yourselves

MBO owns 40% of OneShop Retail

Super Apps owns the other 60%

MBO provides the tech under a 10-year agreement and receives around £10m one listing. Plus £4m at $10 when revenues achieved.

MBO keeps the licences and platform

DYOR

https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/formf-4a.htm

https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/ex23-1.htm

https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/ex23-2.htm

https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/ex23-3.htm

Islamic finance is a bonus

Helena = Hepran! Sorry, autocorrect!

Thanks Helena

On 30 December, all three independent accounting firms re-issued their formal consents specifically for Form F-4 Amendment No. 19, covering the latest audited periods for PubCo, the SPAC and the OneShop carve-out.

These consents are mandatory before the SEC can declare an F-4 effective, and earlier versions automatically become stale when amendment numbers or audit periods change.

This deal has moved from being substantively agreed but technically incomplete, to being technically eligible for SEC effectiveness.

From here, it’s no longer about renegotiation or missing documents it’s now simply about SEC review timing.

For context, MobilityOne generated around £230m of revenue in FY2024 and holds 40% of OneShop Retail. Upon completion of the Nasdaq listing, MBO is due $8.8m shortly after close, $4.4m at 180 days, plus up to $4.4m in shares at $10 subject to revenue targets that are already well within current group run-rate.

https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/ex23-1.htm

https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/ex23-2.htm

https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/ex23-3.htm

I would say it’s game on, unless I'm missing something?

If you’re short on time, skip straight to page 151 of the filing. That’s where it really starts to click.

There are also some genuinely helpful diagrams around page 155 that show how the whole setup actually works.

This section lays out exactly what Super Apps Holdings Sdn Bhd is, how it’s structured, and how it connects to MobilityOne Limited and OneShop Retail.

MBO did £230.23m of revenue in FY2024, which still seems to get completely overlooked.

What people have misunderstood is the Islamic finance piece. That isn’t generating revenue yet because it’s still in the regulatory and setup phase. That was never meant to be an immediate income stream.

The next real catalyst is February’s deadline for the Nasdaq IPO via TETE, valuing the business at $1.1bn!

Once that listing completes, MBO receives £10m in two tranches, plus a further £4m in shares at $10 a share if performance targets are hit in 2026.

At the same time, the share structure here is incredibly tight.

There simply aren’t many shares around, BOD hold majority and the market cap is absolutley tiny relative to what’s being discussed. Compare to SCGL for example as posted below!

MBO also has around £2 to 3m in cash, based on the most recent half-year interims released via RNS, which helps underline that this isn’t a business running on fumes.

On 31 December, TETE released an update to the US market. That filing is important because it shows the deal has moved on from being “worked through” to being procedurally ready. The structure is now final, the business combination terms are locked, and the cash at close and earnout mechanics haven’t changed. The language that used to signal ongoing negotiation has gone.

Conditions are clearly defined, PIPE mechanics are set out, minimum cash requirements are explicit, and the redemption framework is now fully clear.

All of the supporting documents are now in place too the merger agreement, reincorporation plan, acquisition plans, incentive plans and charter documents, It’s mechanically ready to go.

From here, the question really isn’t whether the deal works. It’s simply when the SEC clears it so the Nasdaq listing can happen.

Another point that often gets missed is who’s behind this. TETE is backed by Bradgate Group, which manages billions across its wider businesses. This isn’t a small, lightly funded operation taking a punt.

MBO owns 40% of OneShop Retail, with Super Apps holding the other 60%.

MBO provides the technology under a ten year licence, keeps ownership of the platform and licences, and gets paid on listing, c. £10 Milliom with further upside through shares once targets are hit, unlocking £4M at $10 per share.

Given MBO is already generating well over £200m in revenue, those targets don’t look particularly heroic!

The US listing is about scaling growth, while MBO retains the underlying technology and economics. Even after a big move in the share price, the valuation still looks small in the context of what’s on the table.

For anyone who wants to dig into the detail, here’s the full SEC filing. It’s not light reading, but it does spell everything out clearly for anyone interested.

https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/formf-4a.htm

That’s pretty much why I’m here as well keeping it simple!

A major positive is that THIS isn’t the shell & MBO is doing £200m+ revenue, losses are coming down, and there’s still around £2 - £3m cash in the business. It’s been operating for years, through cycles, and it actually does something useful in the real world! What gets interesting is the near-term catalysts and along with the tiny free float, BOD holding a big chunk, big volume last week that didn’t just vanish an a business that’s quietly improving underneath. Don’t know what happens when further demand shows up when there simply aren’t many shares around!

this feels less like a wild punt and more like being super early to a proper rerating event 🚀

Hi Warrie

this could happen any time out of the blue, including via an intraday RNS, once TETE gets the SEC nod 🤞🏻

I’ve been bullish af since reading through the prospectus and doing some research late last night but don’t want this to sound like ramping and I’d never suggest going all in cos this is still binary, but at this stage I think the risk/reward is skewed in favour of huge upside versus limited downside from here, for the reasons already discussed. Even after the recent 100s of % move, at this price and insanely low market cap it still makes sense to have some exposure for this potential once-in-a-blue-moon upside in the coming days / weeks / months

SCGL last year is a decent comparison on far less substance!

Process wise I think it’s along these lines

Final F-4 filed 31 Dec… Next steps is SEC effectiveness then proxy mailed then shareholder vote and if approved, closing + cash triggered ahead of the next extension window end of Feb.

At this stage it’s no longer about restructuring the deal it’s about executing the final regulatory and shareholder steps, which is why outcomes tend to resolve quickly from here rather than drift again.

Another extension wouldn’t kill the deal, but it would raise execution risk and weaken leverage. The longer it drags, the more pressure builds toward a decisive outcome either closing or unwinding. That’s why this phase matters.

Sections of the prospectus don’t read like a speculative or early-stage SPAC anymore it reads like a transaction being actively forced to conclusion.

First, the sponsors behaviour is decisive. Nearly 450,000 founder shares are being forfeited at Closing, even though the non-redemption agreements themselves were later terminated.

Founder shares are the sponsor’s primary economic incentive voluntarily giving them up only happens when the priority has shifted from maximising upside to ensuring the deal closes. This is a textbook latestage SPAC signal: sponsors accept dilution to neutralise redemptions and protect completion economics.

Second, the $5m PIPE is no longer theoretical. It is fully subscribed at a fixed $8.00 price and explicitly written into the merger agreement as a condition precedent to Closing.

the transaction legally cannot complete unless that cash lands simultaneously at close. PIPE at this stage isn’t about growth capital it’s about deal viability. A priced, subscribed PIPE materially reduces the most common SPAC failure mode, insufficient cash at closing due to redemptions.

Third, the prospectus lays out an unusually detailed anti-redemption playbook. The sponsor and affiliates are permitted to purchase public shares, enter non-redemption arrangements, and incentivise holders not to redeem, all within strict SEC rules. This is not boilerplate. It’s proactive deal defence. You only see this level of disclosure when management expects redemptions and is actively managing them not when a deal is drifting or being quietly abandoned.

Fourth, MobilityOne’s consideration is tightly engineered to align incentives without creating closing risk. Cash consideration is tied directly to completion of the Business Combination real money, paid on a defined timetable. Equity consideration is strictly performance based, issued only if OneShop hits its revenue target, at a fixed $10 reference price. If performance isn’t delivered, no shares are issued. That caps downside, removes dilution fear, and keeps all parties focused on execution post-close.

Finally, taken together, the signals are clear.

Sponsors are sacrificing economics. PIPE capital is locked in. Redemption risk is being actively mitigated. Consideration mechanics are finalised. Governance and dilution are fully disclosed for SEC and Nasdaq scrutiny. These are not the behaviours of a transaction waiting for “one more extension”.

They are the behaviours of a deal in its final execution window, where outcomes tend to resolve decisively rather than drift.

From the SEC business combination / JV disclosures relating to Super Apps Holdings and OneShop Retail

“Pursuant to the Joint Venture Agreement, MobilityOne has agreed to provide ongoing technical and business support to OneShop Retail for an initial term of ten (10) years following the completion of the Business Combination.”

“During the term of the Joint Venture Agreement, OneShop Retail will utilise MobilityOne’s proprietary payment ecosystem and related infrastructure in the operation and expansion of the Carve-Out Business.”

“Immediately following the Business Combination and until such time as Super Apps is able to derive alternative sources of revenue, Super Apps’ operating revenues will be derived from its 60% equity interest in OneShop Retail.”

And critically…

“The revenue guarantee and working capital undertakings will be accounted for as contingent liabilities until such time as it is highly likely that the Revenue Target will be met.”

Plain-English translation of that SEC language

• The JV must run on MobilityOne’s tech

• MobilityOne is locked in for 10 years as core infrastructure

• Every transaction flows through MobilityOne rails

• The 10-year term starts after the merger completes

• Revenue upside is performance-based, not guaranteed

This is structural participation, not a marketing partnership.

How MobilityOne benefits over the 10 years

Recurring revenue for a decade (base layer)

Because the JV is contractually tied to MobilityOne’s platform:

• Every payment = processing fees

• Every merchant = platform usage

• Every scale-up = more volume

This is ongoing transactional income for 10 years, not a one-off sale.

Equity & profit participation (long-term upside)

MobilityOne retains a meaningful minority stake in the JV:

• Share of profits once the JV matures

• Dividend potential

• Valuation uplift if the platform scale

Importantly…

Super Apps funds the growth so MobilityOne keeps upside without funding risk.

Earn-out still alive (free optionality)

If revenue targets are hit…

• Cash consideration unlocks

• Equity at a fixed reference price unlocks

The 10-year runway increases the probability of hitting those targets.

No downside if missed only upside if achieved.

Strategic moat + downside protection

The structure…

• Prevents re-platforming

• Prevents cutting MobilityOne out

• Keeps IP, merchants, and rails embedded

Even in a slow-growth scenario…

• MobilityOne still earns transaction income

• Still owns equity

• Still controls the infrastructure

Big picture (why this is quietly powerful)

MobilityOne didn’t just “sell an asset”.

They…

• Outsourced growth funding

• Locked in 10 years of platform usage

• Kept equity upside

• Retained earn-out optionality

That’s asymmetric risk/reward!

No wonder the owners hold so

Https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/formf-4a.htm#annex_001

The updated SEC Form F-4 (Amendment No. 19, dated 31 December) for the SPAC transaction provides additional granularity that does not appear itemised in MobilityOne’s AIM RNS announcements, particularly around the performance-linked contingent consideration.

In summary

The SEC proxy/prospectus explicitly confirms that MobilityOne is entitled to $8.8m cash within 14 days and $4.4m cash within 180 days of completion of the Business Combination.

In addition, the filing discloses a further $4.4m of contingent equity, issued at $10.00 per share, only if the defined revenue target is achieved.

This contingent equity is not guaranteed and is only earned on performance, but importantly it is modelled in the fully diluted ownership tables in the SEC document, which means it is treated as a binding contingent obligation, not an aspirational upside.

If the revenue target is not achieved, MobilityOne still receives the cash consideration but does not receive the contingent shares.

This level of detail appears in the US SEC filing because US securities law requires full disclosure of all contingent consideration and dilution mechanics for shareholders voting on the transaction. AIM RNS announcements typically summarise headline commercial terms and do not always break out contingent equity in this way.

The 31 December update itself is procedural (SEC comment resolution, proxy preparation, placeholder dates), but it is notable because

the contingent shares to MobilityOne are re-confirmed, they are explicitly valued, and they are included in the cap table assumptions!

SEC filing makes clear that there is potential additional upside for MobilityOne beyond the cash consideration, contingent on execution.

Primary source is the U.S. Securities and Exchange Commission – Form F-4/A (31 Dec)

Relevant beneficiary is MobilityOne Limited

31 December amendment with

• completed proxy language,

• voting mechanics,

• redemption scenarios,

• PIPE disclosures, and

• final consideration tables

signals the filing is being polished for effectiveness, not renegotiated.

That’s exactly what you expect immediately before

• SEC effectiveness

• definitive proxy

• shareholder vote

With a February deadline, the remaining sequence looks like this:

1. Late Dec / Jan – Final F-4 amendments (done on 31 Dec)

2. Jan – SEC effectiveness (EFFECT filing)

3. Jan – Definitive proxy mailed

4. Late Jan / early Feb – Shareholder vote

5. Before Feb deadline – Closing → cash payments triggered

Filing on 31 December aligns the process for SEC effectiveness, proxy mailing and a shareholder vote in January, which is exactly what’s required to close ahead of the February deadline.

https://www.sec.gov/Archives/edgar/data/1986694/000149315225029854/formf-4a.htm#annex_001

Not priced in

The recent share price re-rating reflects a reassessment of optionality and balance sheet risk, rather than near-term earnings.

Market commentary focusing on the absence of FY26 revenue from the Group’s Islamic digital banking initiative misses the core investment case.

The conditional approval from Labuan FSA to establish a Shariah-compliant digital bank is strategically important, not because of immediate revenue contribution, but because it confers regulatory credibility, platform optionality, and longer-term strategic value. Such assets are typically valued ahead of monetisation, particularly in early-stage fintech models.

The principal near-term catalyst remains the proposed Super Apps / TETE transaction, with a completion deadline of 20 February 2026. Upon completion, MobilityOne is contractually entitled to receive RM60m (~£10.2m) in cash, materially exceeding the Group’s current market capitalisation. On the current issued share base (~106m shares), this equates to ~9–10p per share in cash alone, before assigning any value to the operating businesses or strategic licences.

Concerns around funding risk appear overstated. Based on the latest interim results (H1 2025), cash burn is estimated at ~£180–200k per month, implying ~£1.5–2.0m of cash currently, sufficient to fund operations into the SPAC decision window. Dilution risk is therefore time-bounded, not immediate.

Post-completion, a re-rating into the 10–12p range would be justified on balance-sheet grounds alone.

Beyond this, valuation becomes a function of optionality and market structure.

With approximately 60% insider ownership, the effective free float is estimated at ~44m shares. At 20p, the entire free float would be valued at ~£9m; at 30p, ~£13m. In AIM terms, this represents limited liquidity and creates conditions where price discovery can overshoot fundamental reference points.

In this context, 20p reflects cash plus strategic optionality, while 30p represents a plausible momentum extension in a structurally illiquid stock following a transformational balance-sheet event.

This should be viewed as a high-convexity, event-driven opportunity. While execution risk remains, completion of the TETE transaction would materially alter the Group’s financial profile and justify a substantial re-rating. The absence of near-term banking revenue does not invalidate the case; it is already reflected in the timeline and is not the driver of the current repricing.

19m traded the other day

20m today

Keep them held tight, and watch the squeeze (which we are seeing already as there’s f all available for sale!!)

Https://www.islamicfinancenews.com/mobilityone-gains-islamic-bank-approval.html

23,000 subscribers

“ The Disposal was initially subject to the completion of a merger exercise between Technology & Telecommunication Acquisition Corporation ("TETE") and Super Apps which includes certain approvals by the United States Securities and Exchange Commission ("SEC") (together the "Merger Exercise"). Subsequently it was announced on 1 March 2024 that M1 Malaysia had entered into a supplementary agreement with Super Apps to amend the terms and conditions of the Share Sale Agreement in preparation for the Merger Exercise (the "Supplementary Agreement"). Under the new terms and conditions of the Supplementary Agreement, completion of the Disposal is no longer conditional on the Merger Exercise completing. In this regard, it was instead agreed that the Disposal completes upon entry of the Supplementary Agreement. Notwithstanding completion, if the Merger Exercise does not complete, M1 Malaysia is entitled to purchase back the 60% interest in 1Shop from Super Apps for a nominal consideration of RM1.00.

It was further agreed that, irrespective of the completion of the Disposal and subject to the completion of the Merger Exercise, Super Apps shall pay M1 Malaysia the following consideration:

(a) RM40.0 million (c. £6.84 million) in cash within 14 days upon completion of the Merger Exercise; and

(b) RM20.0 million (c. £3.42 million) in cash within 180 days upon completion of the Merger Exercise.”

from the recent annual report btw

“ pursuant to the terms of the Proposed Joint Venture, M1 Malaysia undertook to provide the necessary technical and business support to 1Shop and guaranteed that 1Shop will achieve revenues of at least RM560.0 million (equivalent to c. £95.8 million) in the financial year ending 31 December 2023 or any other period as mutually agreed (the "Revenue Target"). As the Merger Exercise has been delayed, the period to achieve the Revenue Target shall be re-assessed and agreed with Super Apps in due course. In order to achieve the Revenue Target, Super Apps undertakes to provide all the necessary working capital requirements of 1Shop. This will be supplemented through Super Apps, in conjunction with 1Shop, collaborating with other organisations. Moreover, Super Apps shall procure TETE to issue shares in TETE (the "TETE Shares") to a stakeholder to be mutually agreed by M1 Malaysia and Super Apps with aggregate value of RM20.0 million (equivalent to c. £3.42 million) within 14 days upon completion of the Merger Exercise. The issue price for the TETE Shares to the stakeholder will be determined at a later date. M1 Malaysia will only be entitled to receive the TETE Shares from the stakeholder following 1Shop achieving the Revenue Target.

Most recently, on 27 August 2025, the Group announced that TETE had filed a Form 8-K report notifying that the deadline to complete the Merger Exercise was extended to 20 February 2026.”

What the SPAC completion changes (Feb 2026) If the Super Apps / TETE merger completes

✅ £10.3m cash received

✅ Balance sheet flips decisively positive

✅ Funding risk removed

✅ Growth initiatives become executable, not theoretical

At that point, MBO would hold 10 X its current market cap in cash! The present valuation c. £1M only works if failure is assumed with certainty.

What the SPAC completion changes (Feb 2026) If the Super Apps / TETE merger completes

✅ £10.3m cash received

✅ Balance sheet flips decisively positive

✅ Funding risk removed

✅ Growth initiatives become executable, not theoretical

At that point, MBO would hold 10 X its current market cap in cash! The present valuation c. £1M only works if failure is assumed with certainty.

WeShop Holdings Limited (“WeShop”) – the Company already held 37,500 WeShop class A ordinary shares (“WeShop Shares”) and post period end WeShop Shares commenced trading on NASDAQ under the ticker WSHP. The Company has agreed to acquire a further 500,000 WeShop Shares and will take delivery on 14 November 2026. This is a significant position. At $95.25 per WeShop Share (closing market price on NASDAQ on 30 December 2025) the 537,500 WeShop Shares are valued at approximately $51,200,000.

VALUATION SCENARIOS POST-COMPLETION

Cash-only floor valuation

• Cash net of costs: £8–9m

• Implied market cap: £8–9m

• Multiple of today: ~8–9×

Conservative operating valuation

• 0.05× revenue plus net cash

• Implied market cap: £12–15m

• Multiple of today: ~12–15×

Base-case re-rating

• 0.10× revenue plus strategic optionality

• Implied market cap: £20–25m

• Multiple of today: ~20–25×

Bull-case execution

• 0.20× revenue plus funded digital banking licence

• Implied market cap: £35–45m

• Multiple of today: ~35–45×

(All multiples remain well below regional fintech peer averages.)

On completion, MBO would hold > 10 X its current market cap in cash, the present valuation only works if failure is assumed with certainty.

At a £1m market cap, the market is pricing MobilityOne Limited as if none of its strategic initiatives complete and no capital ever arrives. That assumption increasingly looks too pessimistic. The Super Apps / TETE merger deadline has been formally extended to 20 Feb 2026, signalling continued regulatory and shareholder engagement rather than abandonment. A draft proxy filing has been submitted to the SEC, meaning the process has moved beyond intent and into execution mechanics.

Deal terms have already been amended to de-risk MBO, if the merger fails, MBO can repurchase the 60% stake in 1Shop for RM1, capping downside while preserving upside. Importantly, counterparties have far more at stake than MBO, reputationally and financially, keeping incentives aligned to close. This is not certainty, but it is credible progression, not stasis.

What completion actually means for MBO? Immediate balance-sheet transformation. RM60m total consideration (~£10.3m cash) >10× current market capitalisation, removes funding constraints overnight. At that point, the current valuation becomes mathematically indefensible.

MBO already has conditional approval for Islamic digital banking in Labuan. The blocker has never been strategy, it has been capital. Post-completion, capital adequacy. Governance build-out. Technology investment …all become achievable without destructive dilution. The licence moves from optionality to executable reality.

Away from the SPAC, MBO is not standing still. Electronic payments. Expanding merchant acquiring across online & offline channels. Bank partnerships improving onboarding and acceptance. Regulatory approval secured to operate merchant acquiring in Brunei, a digitally engaged market

e-Money, White-label collaborations expanding user reach, regional acceptance under development, Brunei e-money licence secured, with launch targeted by end-2025 (subject to final clearance)

Money transfer, growth via partnerships and diversification. Integrations with bKash (Bangladesh) and Mastercard Send going live. New remittance corridors including underserved markets such as Somalia. These are operational growth drivers, not theoretical concepts.

Health tech = long-dated optionality. Hospital Information System (HIS) deployments in Malaysia. Hospital project in Thailand. Tailwinds from Malaysia’s national digital health rollout (targeting 50% clinic digitisation by 2030) There are execution challenges such as manpower costs, competition, project discipline, but this remains non-zero strategic optionality, not core valuation today.

This is a binary catalyst stock, but with downside largely priced in. Upside that is balance-sheet driven, not sentiment driven, a February 2026 event that forces an outcome. If the SPAC completes, MBO doesn’t drift higher, it re-prices.

The market isn’t early here, it’s simply assuming failure.