Stakk Ltd Agrees US$63M ParaScript Acquisition for AI Digital Trust Scale

Stakk locks in transformational US$63m ParaScript acquisition to build one of the world’s largest AI-native Digital Trust platforms

Stakk Limited (ASX: SKK) has entered a definitive agreement to acquire 100% of US-based ParaScript for a fixed purchase price of US$63.0 million (approximately A$90 million at an AUD/USD rate of 0.70).

Upon completion, the combined business is expected to process more than 100 billion digital interactions annually, creating one of the world’s largest AI-native Digital Trust infrastructures serving regulated industries. Stakk expects the transaction to be immediately earnings accretive.

The agreement, announced on 6 July 2026, brings together Stakk’s proprietary Digital Persona Graph with ParaScript’s decades of AI-trained document intelligence. The Board frames the deal as a decisive step in its strategy to build AI-native Digital Trust infrastructure for regulated industries.

Inside the deal — how the US$63m consideration is structured

The acquisition is a fixed price transaction with no earn-out and no performance-based contingent consideration, save for customary post-completion adjustments including a working capital adjustment and cash at bank.

The consideration splits across three components. The scrip portion is issued at A$0.022 per share, which is the same issue price as the institutional placement funding the deal. Upon completion, ParaScript becomes a wholly owned subsidiary of Stakk IQ, Inc.

The deferred consideration is payable in four equal instalments following completion:

• US$4.75M at the 12-month anniversary

• US$4.75M at the 24-month anniversary

• US$4.75M at the 36-month anniversary

• US$4.75M at the 48-month anniversary

The Board describes the deferred structure as reflecting a disciplined approach to capital allocation while preserving balance sheet flexibility and maintaining alignment with the long-term integration and growth objectives of the combined business.

Why ParaScript — three decades of proprietary AI and blue-chip customers

ParaScript is a globally recognised leader in AI-powered document intelligence and fraud detection, headquartered in Boulder, Colorado, with more than 30 years of proprietary AI development and deployment.

The Board believes the strategic value extends well beyond the financials. ParaScript’s artificial intelligence has been trained through more than 100 billion annual interactions across some of the world’s most demanding regulated environments, creating a depth of proprietary intelligence the Board considers exceptionally difficult, time-consuming and capital-intensive to replicate.

ParaScript serves more than 85 enterprise customers, with the combined group expected to serve more than 300 enterprise customers post-acquisition. Marquee customers include Allianz, the United States Postal Service, Bank of Santander and Deloitte.

ParaScript operates across six sectors:

1. Financial services

2. Government

3. Healthcare

4. Insurance

5. Logistics

6. Enterprise technology

On an unaudited management basis, ParaScript is expected to report circa A$27.6 million of revenue and A$10.4 million of EBITDA for FY2026. The acquisition has been negotiated at implied multiples of approximately 2.7x FY2026 revenue and 7.1x FY2026 EBITDA, which the Board believes represents an attractive valuation relative to comparable global software and AI infrastructure businesses.

Notably, ParaScript became available for acquisition as part of the orderly realisation of a deceased estate following more than 30 years of private ownership. The Board describes this as a rare opportunity to acquire a profitable, globally recognised AI business that would not ordinarily have been available.

What is a Digital Trust infrastructure?

Traditionally, regulated organisations deploy multiple separate “point solutions” to verify identity, authenticate documents, detect fraud and authorise transactions. Each product addresses only one stage of the trust lifecycle.

Stakk’s approach is different. The platform provides a single integrated layer that intelligently evaluates every digital interaction before it reaches a customer’s core systems, combining identity, documents, behaviour and context into autonomous, explainable trust decisions in milliseconds.

Why does this matter now? The rapid advancement of generative AI, synthetic identities, deepfakes and document manipulation means digital interactions can no longer be trusted simply because they appear authentic. The Board believes Digital Trust has reached a structural inflection point, driving demand across financial services, government and healthcare.

By combining Stakk’s Digital Persona Graph with ParaScript’s AI-powered document intelligence, the platform simultaneously understands identity, documents, behaviour and context. This contextual decisioning underpins the platform’s core promise.

The Stakk platform

“Every identity understood. Every document authenticated. Every device fingerprinted. Every behavioural signal contextualised. Every digital interaction intelligently decisioned.”

The Board points to a Digital Trust market expected to exceed US$466 billion by 2032. The platform operates within a secure, SOC 2 Type II compliant environment.

The combined financial profile — scale, profitability and accretion

The combined group is positioned to emerge as a substantially larger, profitable and more diversified business, with an expanded recurring revenue base and enhanced operating leverage.

Pro forma figures are unaudited, based on contracted revenue and management assumptions, and remain subject to completion adjustments and external review.

Stakk’s annualised revenue run rate had already reached A$26 million by June 2026, driven by a 2,067% surge since December 2024, providing a meaningful organic revenue base onto which ParaScript’s A$27.6 million contribution is now layered.

*FY2027 reflects contracted revenue together with management assumptions regarding customer implementation and utilisation, and remains subject to external review and adjustment.

The acquisition is expected to be immediately earnings accretive. The Board highlights immediate cross-selling opportunities across an expanded global customer base with established distribution throughout the United States, Europe and the Middle East.

Funding the acquisition — A$27m placement and planned SPP

To fund the upfront cash consideration, Stakk has received firm commitments for a A$27.0 million institutional placement (before costs), subject to shareholder approval. The placement is separate from the acquisition consideration.

The placement is priced at A$0.022 per share, issuing approximately 1,227,272,727 New Shares, with one unlisted attaching option for every four New Shares. The options are exercisable at A$0.035 per share and expire two years from the date of issue.

The issue price represents:

• A 15.4% discount to the closing price on 1 July 2026

• A 17.6% discount to the 5-day VWAP

• A 16.6% discount to the 10-day VWAP

Proceeds from the placement, together with existing cash reserves of circa A$17.0 million, will fund the upfront cash consideration, with the balance applied towards transaction costs, working capital and integration.

Directors and senior management have committed to subscribe for approximately A$5.0 million under the placement on the same terms as all other participants. All securities subscribed for by Directors will be voluntarily escrowed for a minimum of 18 months, which the Board frames as reinforcing its confidence in the transaction.

Stakk also intends to undertake a Share Purchase Plan, providing eligible existing shareholders the opportunity to participate on substantially the same pricing terms as the placement. Details will be announced later this month.

Canaccord Genuity (Australia) Limited is acting as Sole Lead Manager and Bookrunner, with Oakley Capital Partners Limited and Evolution Capital Pty Ltd acting as Co-Managers.

Immediately following completion of the placement and the acquisition, Stakk is likely to have approximately 6,726,969,457 shares on issue, implying an indicative market capitalisation at the offer price of approximately A$148 million.

Leadership, timeline and what comes next

The executive leadership team will be strengthened through the appointment of Emiliano Giacchetti as Chief Executive Officer. Giacchetti led ParaScript’s growth into one of the world’s most respected AI and document intelligence businesses.

The leadership team will be further strengthened through the addition of ParaScript’s Chief Operating Officer and Chief Data Scientist, bringing decades of experience across artificial intelligence, enterprise software and regulated industry deployments.

Following completion, the Company’s immediate priorities will be to complete the integration of ParaScript, preserve continuity of customer service, accelerate the rollout of the combined product roadmap and execute identified cross-selling opportunities.

The indicative transaction timetable is as follows:

• Trading halt: Thursday, 2 July 2026

• Announcement and trading halt lifted: Monday, 6 July 2026

• Extraordinary General Meeting (Placement, Acquisition, Attaching Options, Director Participation): Monday, 10 August 2026

• Settlement and completion: Friday, 14 August 2026

• Issue of Placement Shares, Consideration (Vendor) Shares and Attaching Options, and lodgement of cleansing notice: Monday, 17 August 2026

The timetable is indicative only and remains subject to shareholder approval and conditions precedent, including any required United States regulatory clearances such as under the Hart-Scott-Rodino Act and, if applicable, CFIUS.

Arthur Lo, Director of Stakk Limited

“The acquisition of ParaScript represents the next decisive step in Stakk’s long-term strategy to become one of the world’s leading AI-native Digital Trust infrastructure providers for regulated industries.

The future of Digital Trust will be defined by intelligence. We believe today’s announcement positions Stakk to help define that future.”

With a profitable, scaled and globally distributed business, an expanded enterprise customer base and strengthened leadership, the Board believes the Company enters its next phase with the financial profile and organisational capability to execute its long-term strategy through disciplined execution and sustained value creation for shareholders.

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