Ovanti Exits Miluna SPAC Deal to Pursue US$300M+ NASDAQ Listing Partners

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Key Takeaways

Ovanti Limited (ASX: OVT) has terminated the Ovanti Miluna SPAC Transaction, pivoting to pursue a larger NASDAQ listing for its Flote buy now, pay later platform targeting a valuation of US$300 million or greater.

  • Ovanti Limited has terminated the Miluna SPAC transaction effective 4 March 2026, ending its proposed NASDAQ merger for Flote US Inc in favour of larger, better-aligned opportunities.
  • The Board is now targeting alternative SPAC sponsors with a valuation benchmark of US$300 million or greater, representing a significant uplift from typical early-stage SPAC deals.
  • Alessandro (Alex) Gambotto has been appointed Chair of the Ovanti U.S. Advisory Board, and a global search for a high-profile U.S. fintech CEO is already underway.
  • Discussions with replacement SPAC sponsors and capital markets partners have already commenced, suggesting deal momentum has been maintained despite the termination.
  • Multiple near-term executive appointments and an operational reorganisation are expected as the company restructures to support its accelerated U.S. expansion strategy.

Ovanti Limited (ASX: OVT) has announced the Ovanti Miluna SPAC Transaction Termination, effective 4 March 2026, ending its proposed merger with Miluna Acquisition Corp for the NASDAQ listing of its U.S. buy now, pay later subsidiary, Flote US Inc. The Board has determined that discontinuing the Miluna process provides greater flexibility to pursue larger, more strategically aligned NASDAQ listing opportunities targeting valuations of US$300 million or greater.

Ovanti terminates Miluna SPAC deal, pivots to larger NASDAQ opportunity

The Ovanti Miluna SPAC Transaction Termination represents a strategic pivot rather than a withdrawal from U.S. public markets. Following a review of the company’s evolving capital markets strategy, the Board concluded that pursuing alternative SPAC sponsors would better align with long-term ambitions for rapid U.S. expansion.

The termination does not alter Ovanti’s core objective of completing a U.S. public listing for its Flote buy now, pay later platform. The company has already commenced discussions with alternative SPAC sponsors and capital markets partners, positioning itself to pursue what management describes as a “more compelling transaction outcome.”

The Board framed the Miluna transaction as an important early step in the company’s U.S. listing strategy. However, as leadership structure and strategic positioning have evolved, management believes Ovanti is now positioned to secure superior terms with better-aligned partners.

What is a SPAC and why does this matter?

A Special Purpose Acquisition Company (SPAC) provides an alternative route to traditional initial public offerings. The mechanism operates through three key steps:

  1. SPAC Formation and IPO: A sponsor raises capital through a public offering, creating a shell company with no commercial operations
  2. Target Identification: The SPAC identifies and negotiates with a private company seeking public listing
  3. Business Combination: Upon shareholder approval, the SPAC merges with the target, taking it public through the combination

SPACs appeal to growth companies seeking faster public listing timelines, negotiated valuations, and access to institutional capital. The structure allows private companies to bypass traditional IPO roadshows whilst securing committed capital from SPAC trust accounts.

Companies sometimes terminate early SPAC discussions when better-aligned sponsors emerge or when strategic positioning improves. In the U.S. market, shifting between SPAC partners during negotiation phases is relatively common and typically signals refined ambition rather than strategic failure.

For investors, the critical assessment centres on whether the company can secure replacement terms that justify the termination. The US$300 million valuation target provides a benchmark for evaluating future SPAC announcements.

Leadership reinforcements signal serious U.S. intent

Ovanti has strengthened its U.S. strategic oversight with the recent appointment of Alessandro (Alex) Gambotto as Chair of the Ovanti U.S. Advisory Board. Mr Gambotto will assist the Board in advancing the company’s U.S. expansion strategy and capital markets engagement as it progresses towards a future NASDAQ listing.

The company has also commenced a global search for a high-profile U.S. CEO with strong fintech and public markets experience. The Board has specified it requires leadership suited to a NASDAQ-listed fintech targeting valuations of US$300 million or greater, with demonstrated capability in engaging SPAC sponsors, brokers, and institutional investors.

These appointments signal the calibre of execution required to secure a replacement SPAC transaction. The focus on U.S.-based leadership with capital markets experience suggests management recognises the importance of credibility in SPAC negotiations.

Daler Fayziev, Chairman and Group CEO

“While the Miluna transaction was an important step in Ovanti’s early U.S. capital markets strategy, the Board believes the Company is now better positioned to pursue a larger and more strategically aligned opportunity. With strengthened leadership oversight, from a U.S. business leader with strong capital markets and operational experience, the Board feels that Ovanti will be in a strong position for renewed positive engagement with SPAC sponsors, leading U.S. stockbrokers and other capital markets partners.”

The Board expects to make several new executive appointments in the near term and is undertaking a reorganisation of current team and operations to better support U.S. growth ambitions.

Alternative SPAC discussions already underway

The company has moved quickly to engage alternative partners following the Ovanti Miluna SPAC Transaction Termination. Discussions with alternative SPAC sponsors and capital markets partners have already commenced, supported by what management describes as strengthened leadership structure and refined strategy.

Ovanti is entering what it characterises as a new phase focused on strengthened leadership, accelerated U.S. execution, and renewed capital markets engagement. The near-term pipeline includes multiple executive appointments and operational reorganisation designed to support expanded U.S. operations.

The company’s active engagement with replacement sponsors suggests deal momentum has been maintained despite the termination. For investors, this reduces the risk of extended delays between SPAC processes.

Key dates and next steps

  • Miluna SPAC termination: 4 March 2026
  • U.S. Advisory Board Chair appointed: Alessandro (Alex) Gambotto
  • Global CEO search: Underway, targeting high-profile U.S. fintech executive
  • Alternative SPAC discussions: Commenced with multiple sponsors
  • Executive appointments: Expected in near term
  • Operational reorganisation: Underway to support U.S. expansion

Investment outlook

The Ovanti Miluna SPAC Transaction Termination removes near-term deal certainty but positions the company to pursue potentially superior outcomes. The US$300 million valuation target represents a significant uplift from typical early-stage SPAC transactions, signalling management’s confidence in Flote US Inc’s growth trajectory.

Key variables for investors to monitor include the timing and profile of the new CEO appointment, announcements regarding alternative SPAC partners, and operational progress metrics from the Flote platform. The company’s ability to secure improved terms with replacement sponsors will validate the strategic rationale for termination.

Execution risk remains, particularly given the competitive nature of SPAC sponsorship and the requirement to demonstrate operational momentum whilst rebuilding deal processes. However, the company’s active engagement with alternative sponsors and investment in U.S.-focused leadership suggests management is pursuing the pivot with urgency.

The termination reflects a strategic recalibration rather than a retreat from public market ambitions. For investors focused on U.S. fintech exposure within ASX-listed vehicles, Ovanti’s ability to execute on the enhanced NASDAQ strategy will determine whether the pivot delivers the anticipated value uplift.

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Kevin Farrugia
By Kevin Farrugia
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