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Immaterial matters
When Pakistan opened applications for digital banking licences in 2022, OPay applied, and the State Bank of Pakistan rejected its application. A subsequent bid for Advans Microfinance Bank also went nowhere; it likely didn’t consider applying for a new e-money licence because that could take two to three years. Ultimately, the Chinese-owned fintech reached for the playbook it had used in Nigeria in 2018, when it bought Paycom, a mobile-money company with a licence.
The seller was Finja, a Pakistani fintech with an electronic-money institution (EMI) licence. The deal, struck in April 2023 and approved by the State Bank that September, valued Finja’s e-money business at up to $2.65 million.
The State Bank requires e-money companies to hold roughly $700,000 in minimum capital. It also deducts losses and intangible assets from said capital but curiously doesn’t deduct the cost of any software companies use to run their business. Finja had about $823,000 of capitalised software on its books, so its compliance with the capital rule rested almost entirely on that software.
When Finja's auditor, BDO, capitalised the technology — retroactively, all the way back to 2020 — OPay, then mid-purchase, told the auditor the technology was useful to it.
Then, on October 2, 2023, Finja handed over operational control before the deal had closed and before it had been paid in full. Now in the building, OPay decided the software would not be useful, and wrote it off in Finja's 2023 accounts.
That accounting decision pushed Finja below the State Bank's minimum capital requirement and saw the value of its assets decline by $823,000. Under the share purchase agreement, any capital shortfall would be deducted from the purchase price.
After agreed deductions of $457,000 and a $543,000 down payment, OPay still owed $1.65 million. It disputed this figure, arguing that while it owed $827,000, it would withhold $823,000, citing the capital shortfall its software write-off created.
When the purchase agreement expired at the end of March 2024 without renewal, Finja asked Pakistan's securities regulator to block the transfer of its shares. OPay replied with a legal notice accusing Finja of defamation.
The deal eventually closed in November 2024, and OPay marked the occasion with a paid advertisement in Dawn thanking three Pakistani regulators for their "support and guidance". The ad said nothing about the money dispute was resolved.
A three-day listing
OPay needed the State Bank's permission to buy Finja. Did it need the bank's permission to go public, too?
On Friday, October 30, OPay's executives rang the opening bell at the New York Stock Exchange, with a DJ performing at a company-branded booth on the floor. Hours earlier, at 6:03 a.m. New York time, the company had announced the pricing of 16 million American depositary shares at $19 each — the bottom of the marketed range — raising $304 million at a valuation of about $4 billion. Standard Bank had agreed to buy up to $200 million of shares in a concurrent private placement, and nine investors had agreed to buy up to $270 million of the offering.
But the shares never traded and indications that afternoon pointed to an open between $16.25 and $16.75, well below the IPO price, suggesting someone, somewhere, was already nervous. At about 3:30 p.m., the NYSE’s feed flagged a halt, news pending. The exchange’s celebratory video of the bell-ringing has disappeared from its X account.
On Saturday, OPay said it had mutually agreed with its underwriters to terminate the underwriting agreement signed two days earlier, citing a regulatory inquiry in an unnamed jurisdiction "immaterial to the Company's core business operations". The planned secondary listing on the Nigerian Exchange, approved by the board only weeks ago, is now in limbo. So is the $200 million from Standard Bank, which was conditional on the IPO completion.
The suspects
Could Pakistan be the market that’s immaterial to the company’s core business operations? It’s a market so small that OPay files its revenue under "Others."
Under Pakistan's EMI regulations, major changes in shareholding require prior approval, as does "any other material development which could impact future ownership/shareholding". An IPO brings in new owners. Perhaps the State Bank wanted to be asked?
But Finja's owner is a Singapore subsidiary holding 99.99% of its shares. The IPO would have sold a minority stake in the Cayman Islands company several levels above it, leaving Finja's immediate shareholder untouched. For Pakistan to have scuttled this IPO, the State Bank would have had to reach several rungs up the corporate ladder and claim that a listing in New York required its blessing in Karachi. Regulators have reached further for less, but it would be a reach.
China is the second obvious guess. OPay's founder is Chinese, as are several of its investors. Its F-1 disclosed that Chinese counsel had advised that no filing with the China Securities Regulatory Commission was needed. OPay made no revenue in mainland China in 2025; its assets and business sit outside the mainland, and most of its senior managers are neither Chinese citizens nor based there.
The CSRC's test for whether an overseas listing is Chinese is two-pronged: more than half of revenue, profit, total assets or net assets must come from mainland companies, and the business or its senior managers must be based there. OPay comes nowhere near the first prong. But its F-1 warned that the CSRC applies "substance over form" and might take a different view.
The list of underwriters suggests someone took the warning seriously. The F-1 named Citigroup, Deutsche Bank, Standard Bank and the Hong Kong arm of China International Capital Corporation as representatives of the underwriters. In the pricing announcement released on Friday morning, CICC was gone.
In April, the CSRC’s Heilongjiang bureau proposed its first-ever penalties under the 2023 offshore listing rules, against Zhong Guo Liang Tou Group, a food company that listed on Nasdaq through a SPAC merger before completing its filing — while insisting, legal opinion in hand, that it had satisfied its obligations.
The proposed fines reached everyone in the chain: the company, its chairman, its law firm and the signing lawyer. Zhong Guo Liang Tou’s shares were suspended on their debut, after the CSRC alerted US regulators, and never meaningfully traded. If the CSRC or CICC’s compliance team decided OPay was Chinese in substance, CICC would be exposed in a way Citigroup is not.
The trouble with the China answer is the wording of OPay’s statement. CSRC filings take months, and end in a registration while OPay described a “No-Objection” it expected to be settled in the near future. No-objection certificates are central-bank language, and central banks answer in days and weeks, not filing cycles.
If it was China, a company that earns nearly 90% of its revenue in Nigeria will have been told it is Chinese for regulatory purposes. OPay is not saying, and the regulators are not keeping it close to their chests as well. The only certainty is that the immaterial turned out to matter.