Roberto and Paulo, nice to see you both again. The floor is yours, so please take it away. Thank you very much, Kaarlo. Good afternoon, everybody. It's a pleasure here to be with you all. Today we are making a presentation of our business combination update. As you may have seen, Maha Capital AB has signed the definitive documents for the business combination and the capital increase. Today we would like to share with the market an update with some slides here about not only the details of the business combination update, but also recent numbers and the strategy and the investment thesis of this investment. With that said, I will pass the word here to Roberto Marchiori, our CEO, to slide number three. Thank you, Paulo. Thank you, everyone, for being here with us. Regarding our business combination update, in addition to the previously announced transaction, which was involving the Global Trade Card (GTC) program, the transaction also includes the acquisition of WorkQ and all key technology assets that will enable Maha Capital AB to operate also in local currency programs, which we're calling here as Buy Now, Pay Later solution. The new proposed equity transaction, as you can see here on the slide, is comprised by issuing up to 141 million shares, which is now including also the WorkQ solution and IT support. Previously, this was around 117 million, so we added a couple of shares to add here in the scope of this technology and all these programs and licenses. On top of that, we will also have an earnout contingent upon the achievement of more than $50 million in revenue within the next two years. Coming here about the programs itself, so we can better understand what's the difference between GTC and the WorkQ. GTC, as we previously mentioned, is a U.S. dollar-denominated B2B and T&E solution for clients across Latin America, a solution where we can adjust the payment needs for our clients, adding terms up to 120 days. Looking for the right side of the slide, we have the WorkQ, which is a local currency license to operate in local currency inside these initial countries in Mexico, Canada, and Brazil. The WorkQ is basically an accredited solution platform where we can provide for our clients also this ability to optimize their capital needs, increasing their terms to up to 120 days. Coming here for the next slide, Paulo, please. Thank you very much, Roberto. Moving here to slide four, putting in context what is the Global Trade Card program. As Roberto was mentioning, it's a dollar-denominated program for the B2B. Here, it basically allows the convenience for the companies not only to make cross-border transactions, but also the convenience of having a very sophisticated platform and IT structure to adequate the working capital needs with our Buy Now, Pay Later solution. We are a Buy Now, Pay Later for B2B in Latin America and Canada. As we mentioned, these products are issued in US dollars from the U.S. to international markets, but are subject to U.S. jurisdiction. We are investing very sophisticatedly in an AI integration for our GTC program. We target financially sound companies, subsidiaries of very large corporations, on a 24/7 service year-round. As we said in our Buy Now, Pay Later solution, we have very flexible payment solutions from 30 to 120 days. Our GTC program is divided in basically two solutions: the travel and entertainment that are used basically for travel and entertainment solutions, and the B2B solutions that we call the corporate purchase cards and all the B2B payment ecosystem and inventory finance solutions. It's also a revolving credit line, operates an off-balance short-term debt. Moving here to slide five is what we have added in this transaction. We saw a tremendous synergy in providing to these clients a full-fledged solution, not only in US dollars, but also in local currencies. We are starting with the three main markets in Latin America and North America, that is Canada, Brazil, and Mexico. We'll explain within the next slides a little bit of the market side of those companies. Similarly with what we have been doing for the GTC, here is a solution in which we provide local currency Buy Now, Pay Later and credit solutions for Canadian dollars, Mexican pesos, and Brazilian reais, enabling companies to optimize their working capital. Again, in this transaction, all the proprietary technology belongs to Maha and allows the suppliers to advance the receivables. We also offer this flexible payment terms solution. Explaining a little bit of how it works, our payment flow in a typical transaction of credit card, you have the client, the buyer, let me say it this way, and the supplier, right? The supplier pays for accepting this payment method. He accepts a merchant discount rate for having its payment advanced immediately, basically. When we add the merchant discount rate with the interest rate that we provide to the client to extend its payment to 30, 60, 90, or 120 days, we charge them an interest rate. The combination of the discount rate and the merchant being able to receive its payment advanced, plus the interest rate, is what creates our yields here. Moving here to page six, we explain exactly how our portfolio is behaving. As we said here, as the merchant accepts this payment method by credit card, he is willing to accept the merchant discount rate. The interchange fee is the fee paid to Q for providing an advanced payment for it. With our BNPL solution to our clients, we offer them an extended payment that goes from 30 to 120 days. The sum of the interchange fee plus the average interest rate is what makes our portfolio yield. Today, our yield is running at 18% of an annual yield or 1.5% per month. This financial cost interchange fee plus the interest rate is therefore allocated between the buyer and the merchant, right? Positioning Maha Capital AB to benefit from both sides of the transaction and also creating an ecosystem that is not a heavy burden neither for the merchant nor for the buyer because they both share these financial costs between them. Q provides the immediate payment to the merchant and an extended solution for the buyer. Moving here to slide seven, we present how our portfolio is today. With two months of operation, both our GTC and local currency have presented a very substantial growth. In two months, we have in our GTC program $14 million of credit lines with a 13% average annual yield. For our local currency program, $28 million credit line with a 21% average annual yield. This yield is a combination of the local currency programs, therefore with a total of $42 million credit line and an 18% average annual yield on a monthly basis of 1.5%. Our average terms of credit lines is 61 days. If we annualize our credit lines, we're talking here of $250 million. When we look here to the potential revenues that these credit lines are generating, it's basically our $42 million times our monthly yield of 1.5%, which really represents a very attractive interest rate to our program. As we have already disclosed, we still have a substantial cash position, which we are using to grow this portfolio even more. We are really seeing here within the next quarters a very strong speed of growing this credit line. This is our expectations to really grow our credit lines in an exponential way and basically deploy all our cash here within the next quarters. Moving here to slide eight, I will pass the word here to Roberto to explain a little bit of the market potential and our addressable market. Please, Roberto. Thank you, Paulo. Here we present the combination of the GTC addressable market, which is around $165 trillion market potential. When you look locally, if you combine all the addressable markets of Brazil, Mexico, and Canada, we have more than $4 trillion market potential, which represents also additional growth avenue when we're comparing here the expectations that we have for the future. When we look in terms of potential, it's a very huge addressable market. At the same time, in these regions, we are seeing very interesting interest rates to be deployed and used for these clients so we can benefit from this market potential and these interest rates. If you look at Brazil, for instance, Mexico, and Canada, they are ranging between 15% to 7.5% and 2.5% in Canada interest rates. The average of Latin America is higher than 8%. There's this benefit of having this exposure across GTC and the local currencies. Here, considering the total addressable market, I think we want to show here again the same exercise as the previous presentation with the article numbers where we're going to explain, considering this huge market potential in GTC side and also the WorkQ local currency of $4 trillion, we have seen here potentially the capability and the capacity of BDs of more than $10 billion, which, considering the same economics of the previous presentations, could reach us to more than $250 - $300 million in revenue capacity, which will bring us a $100 - $140 million potential of net income going forward. That's the size and the capacity that this additional work you'll bring to Maha. We have also here the same valuation capacity ranging when you compare with comparables at price-to-earning multiples targeting around 20 - 24 x the earning of the companies and also more than 21 x the enterprise divided by revenues. If you combine this, you can have a glance of what will be the potential and driving here the capacity of this company. Going for the transaction timeline, we have been working with our lawyers in the business combination as we publish in the next couple of weeks. Now the target is to convene and issue the notice to attend for the EGM so we can approve the transaction during the next quarter, during Q4 2025, and also conclude the business. On top of the business combination, we'll also conclude the capital raise of $27 million, which will be in the same day as the business combination is concluded. Going forward, we expect to have the dual list and the additional capital raise being implemented in the first half of the year of 2026. Ideally, we will conclude the business combination in the next 35 - 60 days, and then we are going to move for the dual listing strategy. Roberto, thank you very much. With that said, I wanted to really say that we are very enthusiastic here with the project. We do see here this combination of our very strong capital structure with more than $140 million post-closing of equity, plus our very strong technological solution, plus a huge addressable market with international coverage connected to our network. As we said here, we do see here that with only two months of operation, we have been growing our portfolio in an exponential way. We're very pleased to say that, and hopefully, we keep growing it at the same pace in a market in which, Roberto very well explained, Latin America, we do have very high fixed high-interest rates. We have very attractive interest rates to deploy our capital. As we showed here, we're having today an annualized yield of 18%. As our solution here of BNPL for the B2B companies, we really share this cost between buyer and merchant with our very technological solution integrated with the credit card rail network that is basically of global coverage. With that said, we are pleased here to conclude the presentation. Do not hesitate to contact us also if you have any questions, and we open here to questions and answers. Thank you very much. Roberto, I'`m Paul. Thanks for that. Very interesting. It seems like you've been very, very busy since the last broadcast here. As always, we received a lot of questions ahead of today's broadcast. The first question would be dual listing or U.S. listing. I think you showed us a slide here, but could you give us a timeline or even a date or a quarter? Thank you, Kaarlo, for the question. Thank you, everyone. We expect to engage in the dual listing since the last quarter of 2025. We expect to conclude across the first half of 2026. We are expecting between June and July to conclude the dual listing in the U.S. I think I would add here that we are perceiving a very good market for the fintechs in the United States. We really believe that during the first half of 2026, we should be accomplishing this important milestone. Okay. I'll throw in a question here from a viewer. What is the reason for changing the name to KO Credit? Is this name change a must be made? Why not KO Capital? I think KO Credit is one of the first suggestions we had. We like the name because that will be the main purpose and business of the company. Of course, we always need to check the boxes on the legal side, what is available or not. Ideally, we really like and we are going to use KO Credit. No, I think a very good question. I think here just also putting this into account that we really see this transaction and this market as very attractive, right? As we tried to explain in the presentation, we are having here a very interesting and substantial growth on the credit. We want to position ourselves as a credit issuer, right? It's a very traditional market that captures these very opportunistic interest rates in Latin America. We really want to put that we are a credit company, right? It's a traditional market. We are not a venture or a tech. We are a credit issuer. Of course, it needs to be still approved in the general meeting, any change of names. Exactly. We want to be fully focused on the business, that's why we are suggesting it. We really like the name. I have another question here from a viewer, which is a natural question here. How to control the credit risks and likely pay a failure? Given the fact that you now have expanded, will there be any difference in the situation? Do you need to expand the workforce or systems? Perfect. I think when we look to our credit portfolio, first of all, our clients are companies and businesses. Lots of our clients are also subsidiaries from very large companies. The subsidiaries from Peru, subsidiaries from Mexico, from an American company. This is also a very important part of our client. Maybe different here from other companies that are focused on retail. We have a much smaller workforce because we are not talking here of millions of clients, but of thousands of clients. We have a workforce that is very focused on the business, maybe on a sector-wise. Our workforce is very specialist in the needs of each sector and each company. In a way, we have a smaller overall cost in terms of personnel. The second point, when we look to the business, we tend also to have a lower default rate because they are businesses and not individuals that have the routine. In terms of business, you have more collateral protection as you have parent company guarantees. You have parent guarantees on title of shareholders. We tend to look at ourselves as having a smaller workforce, very, very sector-wise experts, lower defaults when compared to the retail credit card issuer, and of course, a higher average ticket line. When we compare to retailers, we're probably here looking to $2,000, $3,000, $4,000, $5,000, $10,000 lines, whilst our credit line is much more on the $300,000, $400,000, $500,000 because these are used to purchase, for instance, software payments such as Amazon Web Services, purchase of computers, travel. It's a larger line to give to clients. I think also on top of the risk and the rates, we are also going to implement a very conservative approach on the underwriting risk. We can be very conservative and disciplined in terms of lending and granting limits for clients. Just to add that we give a solution to those companies, and maybe that's the reason why it's so important in having the full-fledged solution that we can provide them solutions for cross-border payments. We can offer them to purchase from a subsidiary in Peru equipment from the United States, but also offer local currency in Mexico. These kinds of clients, they are large clients. You have large clients, so know your client will be easier, and you also have the collateral with the parent company in that respect. Can I also ask you then, could you consider moving into other countries, Europe, Asia, and the U.S.? Perfect. If I can start this question. No, go ahead. I think yes, we do have an intention to become global. Remember that our solution is, of course, we issue credit for Latin American and Canadian companies, but they can use it worldwide. It's a credit that can be used from Singapore to the United States. We do see here a very interesting moment that the Latin American countries, right, we do have very high interest rates. When we look to the countries of Latin America, Brazil, of course, we are Brazilian, Chile, Mexico, we have a very good opportunity to give credit to those companies in a very short-term period with very attractive high yields. When we go to other markets such as Europe, this arbitrage is much smaller. The interest rates in Sweden, in Norway, they are very tight when compared to Brazil. That's why we are getting to this annual yield of 18%. It is a very opportunistic market that we are, and that's the reality of Latin America. We do have a culture of high fixed interest rates for decades. We are open to other markets, but we see here the moment of Latin America amazing to really capture these amazing yields. If one turns the coin, one could say that because you're local and know the market, it will be pretty tough for anyone from the U.S. or Europe to replicate what you have done and then compete with you. Would that be fair? For sure. I think we do see here as a first mover, not only in terms of having a very solid capital structure in addition to our WorkQ solution. We do give a very convenient solution for the clients. They can, at the same time, do cross-border payments immediately, instead of making wires that sometimes take 5, 7, 10 days. It's a very immediate solution, plus giving them local currency solution on an off-balance short-term debt on flexible payment. This all adds to a very large trend of the world that are the companies digitalizing their payments. We are day by day looking at companies instead of having lots of work and hours spent making payments. When you digitalize everything and have one single solution to make the corporate purchase cards, it eases a lot, not only internally saving hours, but also helps the audit process of the company because everything is digital. We do see here that we are a first mover in having a strong balance sheet, giving a very convenient solution to companies. As we have this license to operate in all the countries of Latin America, we can also give solutions for a company in Brazil that has subsidiaries in all Latin America. This is very convenient instead of having one solution for each country. Perfect. I think since we started the last two months, we are having a very interesting growth with credit because it's a very convenient product. If we look at the, from the first transaction to now, the operation has already secured more than $250 million in total transactions. Is it possible to extrapolate that? It's an easy question to ask, but I don't know how much you can answer that. Obviously, if one looks at the graph and the growth potential, what can we in the market expect? We are targeting to use first our balance sheet and grant this limit to our clients until the end of the year. Of course, we are going to work on the leverage facilities. I think you remember that the idea is to have a leverage so we can increase the total amount of credit that we can disperse for our clients. We are targeting volumes higher than this. I think this is basically just the beginning, right? We started like one month and a half, and now we already had this support and increasing this limit going forward. We expect to grow this over the year. I think here the way we are structuring it is that as we have a lot of equity, really start, right, with our net cash position, absorbing the client. When we have this client in our portfolio, we really are able to get leverage, right, with this data and with this history. As we said here, if we are having a yield of 18%, this portfolio can be leveraged, but by hopefully much lower interest rate. When we look to a typical ABS, an asset-backed securities facility, we're really talking of mid-single digits, right? I think this spread from the mid-single digits to these 18% is what we envision for the short term as well. I will rephrase the question here. Latin America has high interest but also high inflation here. Walk us through any FX risk you may identify in the program using local currencies. How would you mitigate that? The idea is to establish a FX and treasury strategy where when we are deploying capital into this local currency, we are going to make short-term hedges, which will not be much expensive, but we can protect the exposure in local currencies such as pesos mexicanos or even reais. Of course, we need to treat that inside the finance department and the audit group too. I think perfect. I think the strategy of having short-term hedges, they are much easier than having long-term hedges. We do have, as we only operate in short-term credits, this strategy of not having so much exposure on the FX, but more on the spread between the interest rates. Exactly. Remember that this credit is in average base around 60 to 90 days, so it's very easy to create a short-term hedge. A follow-up question there, exposing my ignorance here, would you be able to, let's say, fund yourself in Canada, which is a low-interest area, and then lend that, as it were, to Brazil? Will you mitigate the risk by funding yourself in the country where you have your exposure on the lending side? I think it's first point, I think it's very easy to raise debts in Canada because Canada is a huge market and you can see there are very low interest rates. At the same time, the risk profile is very, very pungent there. I mean, the clients there basically don't have any default. It's a pretty standard business. The idea, of course, we will start with the equity crunch that we think is necessary to start the program and work in parallel to bring senior lenders in this ABS structure so we can increase even more the exposure in Canada. In my opinion, it's very feasible. We are already looking for alternatives. Let's remember that a relevant part of our portfolio on the GTC is dollar-linked. Even though they are issued to companies in Brazil, Mexico, or Chile, the invoices are US dollars. At the end, we have already a natural protection that our receivables are in US dollars. It's perfectly feasible to get loans in dollars as the collateral is also dollar, right, and give credits in other countries. Is there a plan to obtain an institutional credit rating, for instance, Moody’s or Fitch, to facilitate securitization and structured funding lines? Yes, but I think that's a very good question. I think that's the bread and butter of this business, right? With our equity, we create the data, and then when we have the data with our client, then we really get ratings on senior loans considering the collateral embedded. For sure, I think there is a tremendous market in not only the United States of insurance companies that really like this kind of product because it's overrides, large subsidiaries from large companies for large short term. That's why this market of credit card EBS, they really have this very low interest rate on the leverage side because it's a short term, as Roberto said, a substantial portion of it dollar-linked, overrides. It tends to make this package very attractive. Always, right, we are at this moment, we are using the equity to unlock and bring those clients. When we have this data of six months, eight months, we go after senior loans with a very solid and substantial data so that the senior loans also perceive that this has a good pulverization, good diversification, and we can have rating in it. That's why the equity is so powerful here to unlock the ability for us to get the credit lines. Exactly. The cushion. Perfect. Exactly. The collateral for it. Yeah. If I may use that to segue to another question here, what kind of, well, credit losses do you foresee for KO Credit in this corporate credit card program? If I could just tie that to the cash reserves, should we look at the balance sheet in one way and then expect your ability to lend connected to the cash? No, we expect low default rates because, again, it's a different market if we compare it to B2C, the retail. In the B2B market, it's expected to have low default rates. That's the first question. Considering here that we are in product across Latin America in these local currencies, we think this applies in average place the same rule. Regarding the second question, sorry, I think I missed it. Yeah, the cash reserve has been used to, how much cash reserve have you been using to finance this facility? Would there be a measure for you to have a cash, let's say, reserve on your balance sheet in order to use that as a leverage when you are lending? Sure. As average terms, if you look for the market as a whole, normally this difference between equity and debt stays in a range of 30% - 10%, maybe even less. That's the type of market we'll need to look for, market to market, to see what's the average and the capacity of the lenders to release funding. Ideally, we will expect this type of ratio between 30%- 10% of equity cushion when compared to the lending structure. I think on the B2B, those numbers, they are very high leverage, right? Because remember those clients, they already have a history of balance sheet of credit. There is a risk, I think it's maybe the opposite. I think there is a restraint of their access to credit. I think they would love to have more credit, and today they don't have access to this credit. How would you communicate the lending portfolio, as it were, when it comes to the size or average ticket and credit losses? What do you want and what would you like us in the market to particularly watch on those key metrics? Yeah. No, we are going to prepare a report on a quarterly basis so we can provide all these key stats and KPIs to the market to understand where we are, how much we are growing over time. Of course, inform so people understand where we are. Basically, that's what we want to provide, more information. When we used to do oil and gas, remember that we used to show production and this type of metrics. The idea is to keep the market with the same level of updates in a monthly or quarterly basis, depending on how we structure it. Yeah, that ties me into another question here regarding estimates and forecasts for 2027, which is far out. Given the fact that you've moved quite quickly here now, when do you expect to give us a forecast of not next year, but a long-term forecast on net profits and lending growth? No, I think we are now looking to work with banks and research so we can provide more intelligence and information so they can work in their own assumptions. For sure, doing the dual listing will provide more color because in the equity story, we need to show how much and what's our business plan going forward. I think after this time, in the next couple of months, the market will be aware of where we want to go, how much credit we want to reach, considering all these assumptions behind the leverage facilities and the senior lenders altogether so we can be aligned also with the dual listing process. Yeah. Today, our capital structure really stands as reaching these billings that we want to reach, $6 billion - $10 billion. This is a little bit of where we believe the current capital structure allows us to reach that when we add that. I think, as Roberto said, we are now working with research houses to also allow them to make their estimates. Hopefully, in the short term, we will have this published so that the market also can have a color from an expert, a third party that is independent on estimates of not only growth of the credit line, delinquencies, defaults, but also net incomes. Exactly. One final question here would be, given the fact that you're listed and the main operation is in one country and you have credit activities in different countries, are there any legal rules that would limit the growth as you can see it now? Is it just you get your ducks in a row and you're raising your funding? What is the main bottleneck if there is such a thing? Remember, when we look to our Global Trade Card, all the credits are issued in the United States. Even though we give credits to companies in Peru, in Brazil, in Mexico, and Chile, the Global Trade Card is U.S.-based. It's a one-country framework, right? Everything is issued in U.S. dollars, contracts are U.S. dollars. I think this simplifies a lot the regulatory aspect because we have the capability to issue from the United States to all those countries. In Mexico, we are already registered as a Sofom and we have all the authorizations there, as well as in Canada and as well as in Brazil. Maybe this question is for those three countries that we are already. Yeah. We have the capability to give credit in those three countries. The one that serves the majority of the countries is the U.S. solution. We don't, at the end, this solution is only in the United States. Okay. The key is the US, and you will communicate the dual listing. I would say that one should watch this space because you've been very active. Thank you very much, Paulo and Roberto. We will say thank you to all of you who have put forward questions in the live chat and ahead of those. If you need any further clarifications, we will recommend you to be in contact with the company. With that, I say once again, Roberto and Paulo, thanks so much. To the viewers, thank you and goodbye. Thank you. Kaarlo, it's a pleasure. Bye-bye Bye, Kaarlo. Thank you, everyone. Have a nice day.
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