Findi secures bank-grade loyalty technology with Sphere acquisition completion
Findi Limited (ASX: FND) has completed its acquisition of Sphere (For Good) Holdings Pty Ltd, originally announced in October 2025. The Findi Completes Sphere Acquisition represents a strategic move to integrate bank-grade loyalty, rewards and ESG technology across the company’s existing fintech platforms ahead of its planned Indian IPO.
The transaction, finalised on 12 February 2026, involved the issue of 2,438,784 ordinary shares at A$1.18 per share, representing 50% of total consideration. An additional 2,692,572 deferred and earn-out shares remain subject to revenue milestone achievement, aligning seller incentives with Sphere’s future performance.
Executive Chairman Nicholas Smedley positioned the deal as strengthening Findi’s technology offering whilst supporting long-term growth strategy. The milestone-based structure reduces upfront dilution risk for existing shareholders whilst maintaining performance accountability from Sphere’s former owners.
What is loyalty and rewards technology?
Bank-grade loyalty technology refers to software platforms that enable financial institutions and businesses to design, manage and operate customer rewards programmes. These systems track customer behaviour, allocate reward points or benefits, and provide data analytics to improve retention strategies.
For fintech operators like Findi, loyalty platforms serve multiple commercial purposes. They increase customer lifetime value by encouraging repeat transactions, reduce customer churn through engagement incentives, and create additional revenue streams through partner integration.
The ESG (Environmental, Social and Governance) component of Sphere’s technology allows companies to align loyalty programmes with sustainability objectives, such as rewarding customers for environmentally conscious purchasing decisions. This capability appeals to institutional investors increasingly focused on ESG metrics when evaluating fintech investments.
Sphere’s technology is now positioned for integration across three Findi business lines: FindiPay, BankIT and BC Max Centres.
Transaction structure and consideration breakdown
The acquisition consideration was structured in two parts to balance immediate completion with performance-linked payments. Upfront consideration comprised 2,438,784 shares at A$1.18 per share, whilst the remaining consideration was satisfied through the issue of deferred and earn-out shares tied to revenue milestones outlined in the Share Sale Agreement.
As part of the transaction, Findi issued 140,243 options, including allocations to incoming directors Mr Tineyi Matanda (17,361 options) and Mr Stephen Benton (16,048 options). Both directors joined Findi’s board as a result of the Sphere transaction.
| Component | Shares/Options Issued | Value/Terms |
|---|---|---|
| Upfront consideration | 2,438,784 shares | A$1.18 per share |
| Deferred/earn-out shares | 2,692,572 shares | Revenue milestone dependent |
| Options issued | 140,243 options | Includes director allocations |
The earn-out structure indicates management confidence in Sphere’s revenue trajectory whilst protecting shareholders from overpayment risk. Payments only materialise if revenue milestones are achieved, creating alignment between acquisition cost and delivered value.
Strategic integration and growth pathway
Sphere’s technology is positioned for integration across Findi’s three core business lines, creating cross-selling opportunities and enhanced customer engagement capabilities. Management has identified the following integration targets:
- FindiPay
- BankIT
- BC Max Centres
The acquisition supports Findi’s scaling strategy ahead of its planned Indian IPO, providing additional technology infrastructure to support customer monetisation in growth markets.
Executive Chairman Nicholas Smedley
“The completion of the Sphere acquisition represents an important strategic milestone for Findi. Sphere’s bank-grade loyalty, rewards and ESG technology is highly complementary to our existing platform and will now be integrated across FindiPay, BankIT and BC Max Centres to support enhanced customer engagement and monetisation.”
The technology synergies across three existing business lines create potential for operational leverage, allowing Findi to deploy loyalty capabilities without building proprietary systems from scratch.
What this means for Findi shareholders
The completion of the Findi Completes Sphere Acquisition (ASX: FND) removes execution risk associated with the October 2025 announcement, shifting focus to integration and revenue delivery. Shareholders benefit from the milestone-linked consideration structure, which ties approximately half the acquisition cost to verified performance outcomes.
The transaction provides Findi with technology capabilities previously absent from its platform, potentially enhancing customer lifetime value metrics across FindiPay, BankIT and BC Max Centres. ESG technology integration aligns with institutional investor preferences, which may support valuation ahead of the planned Indian IPO.
Near-term focus centres on technology integration and achievement of revenue milestones that trigger deferred share issuance. Successful integration could support customer retention improvements and create additional monetisation pathways across Findi’s existing user base.
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