Gratifii advances dual acquisitions with binding Mosh deal and restructured Simplicity terms
Gratifii Limited (ASX: GTI) has executed a binding agreement to acquire Mosh, with settlement expected within the next week, while also agreeing to vary the terms of its separate Simplicity acquisition. The announcement, released on 20 July 2026, keeps the market fully informed on both transactions.
The Mosh agreement proceeds on terms consistent with those set out in December 2025. The Simplicity deal, first announced on 14 May 2026, has been restructured with completion now deferred to 31 January 2027.
Gratifii is a loyalty and rewards technology company, with more than 90 enterprise clients relying on its platform across Australia, New Zealand and Hong Kong.
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Mosh acquisition agreement now binding
Gratifii has executed the binding agreement for the acquisition of Mosh, on terms consistent with those previously announced on 22 December 2025. Settlement is expected within the next week.
The specific consideration terms for the Mosh transaction were not detailed in this update, which refers back to the December 2025 announcement for those particulars.
For investors, the move to a binding agreement and imminent settlement signals that Gratifii is executing on its stated acquisition strategy and progressing toward completion of the deal.
Why the Simplicity deal has been restructured
Gratifii and Simplicity have agreed to vary the sale and purchase of shares (SPA) governing the Simplicity acquisition. The variation defers completion, introduces an earnings-based completion condition for the benefit of Gratifii, and restructures how the purchase price is paid.
The original Simplicity acquisition announcement in May 2026 outlined an upfront AUD equivalent price of approximately $3.4m, a $10m placement, and a combined platform projected to reach more than 18 million member accounts across Australia and New Zealand.
Completion has been deferred to allow Simplicity to embed its recent sales wins ahead of Gratifii taking ownership. According to the company, the parties consider the revised structure to be better aligned with their respective interests and to provide a stronger foundation for the long-term growth of the combined business.
The restructured terms include an earnings-based completion condition and an extended earn-out aligning vendor value with post-completion performance. In practical terms, this reduces upfront risk for Gratifii by tying a portion of the consideration to the earnings Simplicity actually delivers under the new ownership.
Revised Simplicity payment structure
The table below summarises the key variations to the Simplicity SPA. All figures relate to the Simplicity transaction and are stated in NZ$.
| Item | Detail | Condition / Timing |
|---|---|---|
| Completion Date | Deferred to 31 January 2027, or such other date as the parties agree | Revised completion |
| Completion Condition | Financial statements for the six months ending 31 December 2026 showing gross profit and EBITDA consistent with previous periods | Tested to 31 Dec 2026 |
| Deposit | NZ$80,000, applied against Tranche 1; non-refundable if completion does not occur (unless vendors elect not to proceed or are in default) | Unspecified |
| Tranche 1 | NZ$1.2M cash, less the NZ$80,000 deposit (net NZ$1.12M) | At completion |
| Consideration Shares | Value of NZ$1.5M, issued in full | At completion |
| Tranche 2 | NZ$1.6M cash, conditional on maintaining current customer base | 30 September 2027 |
| Tranche 3 (Earn-out) | Five times combined EBITDA of Simplicity for the 12 months ending 30 June 2028, less the deposit, all Tranche 1 and Tranche 2 cash payments, and the value of consideration shares | Post 30 June 2028 |
Three features of the revised structure are designed to manage risk for Gratifii:
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An earnings-based completion condition tested to 31 December 2026
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Tranche 2 conditional on retaining the current customer base
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An earn-out linking total consideration to delivered EBITDA
What an acquisition earn-out means for investors
An earn-out is a portion of an acquisition’s purchase price paid at a later date, contingent on the acquired business meeting specific performance targets. Rather than paying the full amount upfront, the buyer defers part of the consideration until the target company demonstrates it can deliver.
Here, the earn-out (Tranche 3) is calculated as a multiple of Simplicity’s combined EBITDA for the 12 months ending 30 June 2028. This aligns the vendors’ payout with the earnings the business actually generates under Gratifii’s ownership, offering protection against overpaying if performance softens.
The structure is reinforced by the earnings-based completion condition. Gratifii only proceeds to completion if Simplicity’s gross profit and EBITDA for the six months ending 31 December 2026 remain consistent with previous periods, meaning the deal is contingent on trading holding up.
Investment takeaways and next steps
The update shows two acquisitions progressing on parallel tracks, both structured to manage risk and align consideration with performance. The Mosh deal moving to imminent settlement demonstrates execution, while the Simplicity restructure de-risks a larger, staged transaction by tying payments to delivered results.
Key dates for investors to monitor include:
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Within one week of 20 July 2026 — Mosh settlement expected
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31 December 2026 — Simplicity earnings test period ends
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31 January 2027 — revised Simplicity completion date
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30 September 2027 — Simplicity Tranche 2 payment
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30 June 2028 — end of the earn-out measurement period
Gratifii has stated it will keep the market informed of material developments in relation to both transactions in accordance with its continuous disclosure obligations.
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