A$4.86 million capital raising proposed to fund Arbitr’s AI pivot
Arbitr Group (ASX: AGT) has proposed a capital raising of approximately A$4.86 million (before costs), made up of a fully underwritten non-renounceable pro rata rights issue of approximately A$3.86 million and a separate A$1 million placement subject to shareholder approval.
Proceeds are intended to fund the organisational transformation, support sales growth and provide working capital.
The announcement carries four headline items:
- A proposed A$4.86 million capital raising, including the rights issue and placement
- A targeted A$2 million (approximately) in annualised recurring operating cost savings
- 101 customers onboarded and 789 projects recorded on Arbitr’s new platform
- The Enterprise AI Context Engine remains targeted for release in CY2026
Together, new capital and a lower targeted cost base are aimed at supporting the company’s transition to an enterprise AI platform business.
David Sowerby, Interim Co-Chief Executive Officer
“…The proposed capital raising and operating model changes are designed to strengthen our financial position, establish a more efficient cost base and accelerate the commercialisation of our enterprise AI platform.”
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How the rights issue and placement work
Rights issue terms
The rights issue (Transaction 1) offers 3 new fully paid ordinary shares for every 5 shares held at the Record Date of 16 November 2026, priced at A$0.10 per share. It is expected to result in approximately 38,603,579 new shares.
Eligible Shareholders with a registered address in Australia, New Zealand or Hong Kong may take up all, part or none of their entitlements. Entitlements are non-renounceable and cannot be traded or transferred, and any not taken up will lapse without compensation.
Underwriting and Scobie Ward
The rights issue is to be fully underwritten by Taurus Capital Group Pty Ltd, subject to the conditions and termination rights in its underwriting agreement with the company.
Existing shareholder Scobie Ward has agreed to take up his full entitlement and act as a sub-underwriter, for a total commitment of up to A$1 million. His participation must not result in him, together with his associates, holding more than 19.9% of issued share capital or voting rights under the New Zealand Takeovers Code, so his actual subscription may be less than A$1 million.
Taurus fees under the underwriting agreement include:
- A 1% management fee and 5% lodgement fee on the rights issue amount less the amount invested by Scobie Ward
- A fixed lead manager fee of A$25,000 (plus GST)
- 5,000,000 unlisted Series A fee options exercisable at A$0.20, and 2,500,000 unlisted Series B fee options exercisable at A$0.30, each expiring three years from its date of issue
The issue of the Fee Options is subject to shareholder approval under ASX Listing Rule 7.1 at the EGM.
Placement (Transaction 2)
The company proposes to issue 10,000,000 shares at A$0.10 to raise A$1 million through a separate placement to Oquirrh Ventures Special Opportunities II, LLC, an entity associated with director Ronald Heinz.
Completion is conditional on, among other things, shareholder approval under ASX Listing Rule 10.11 at an extraordinary general meeting (EGM) expected to be held in December 2026. All shares issued under the rights issue and placement will rank equally with existing shares.
Dilution
Total dilution from the rights issue and placement is approximately 43.0%. Shareholders who do not take up their entitlements will have their percentage holdings diluted.
| Component | Amount raised | Shares | Price | Condition |
|---|---|---|---|---|
| Rights Issue | c. A$3.86M | c. 38,603,579 | A$0.10 | Fully underwritten, non-renounceable |
| Placement | A$1M | 10,000,000 | A$0.10 | Shareholder approval under ASX Listing Rule 10.11 |
Cost reset and the Enterprise AI Context Engine
Organisational transformation
Arbitr is preparing an organisational transformation to align its operating model and cost base with its transition towards an enterprise AI platform business. It is expected to apply across Engineering, Managed Services, Corporate and Support Functions.
Subject to completion of employee consultation and successful implementation, the company is targeting approximately A$2 million in annualised recurring operating cost savings. Implementation is expected to commence in December 2026.
Platform traction
Arbitr reported 101 customers onboarded and 789 projects recorded on its new platform. Cortex currently supports work for more than 100 customers, alongside 16 live Arbitr agents.
Arbitr agents are also being deployed through IBM watsonx under the IBM Japan partnership. The company stated it remains on track to release its Enterprise AI Context Engine in CY2026.
What is an AI context platform?
Cortex is Arbitr’s existing store of verified, customer-specific knowledge, such as approved terminology, claims and past decisions, captured once and reused. The Enterprise AI Context Engine builds on it.
The CY2026 release will extend Cortex beyond the Arbitr platform, providing a governed intelligence layer that connects enterprise knowledge, systems and data with customers’ wider AI agents and applications.
Arbitr said Gartner identified AI Context Platforms in August 2026 as a new category of enterprise AI infrastructure (Gartner, Market Overview for AI Context Platforms, 13 August 2026). Because context held in Cortex can be reused, each new agent or model a customer adopts builds on what is already on the platform.
Arbitr intends to commercialise this through Platform Subscriptions, Intelligence Credits and Trust Credits, supporting both recurring subscription and consumption-based revenue.
Key dates for the Arbitr rights issue and EGM
The timetable is indicative only and subject to change, with times in Sydney time (AEDT).
- Rights issue announced, Appendix 3B given to ASX: 4 November 2026
- Prospectus lodged with ASIC and the NZ Disclose Register: 11 November 2026
- Existing shares commence trading ex-entitlement: 13 November 2026
- Record Date: 16 November 2026
- Notice of EGM to approve the Placement and the issue of Fee Options dispatched: 16 November 2026
- Rights issue opens, Prospectus and entitlement and acceptance forms dispatched to Eligible Shareholders: 19 November 2026
- Letter to Ineligible Shareholders dispatched: 19 November 2026
- Last day to extend rights issue closing date: 25 November 2026
- Rights issue closes: 30 November 2026, 5pm
- Deferred settlement trading of rights issue shares commences, if applicable: 1 December 2026
- Rights issue results, including shortfall, announced: 3 December 2026
- Settlement of underwriting and sub-underwriting obligations: 7 December 2026
- Rights issue shares, including shortfall shares, issued; Appendix 2A lodged; deferred settlement trading ends, if applicable: 7 December 2026
- Normal trading of rights issue shares commences on ASX: 8 December 2026
- Holding statements for rights issue shares dispatched: 8 December 2026
- Organisational transformation implementation expected to commence: December 2026
- EGM seeking separate shareholder approvals for the Placement and the issue of Fee Options: 14 December 2026
- Placement shares issued, subject to shareholder approval and other completion conditions: 15 December 2026
- Quotation and normal trading of placement shares commence on ASX: 16 December 2026
- Enterprise AI Context Engine release: targeted for CY2026
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