OPay has pulled its planned $304 million listing on the New York Stock Exchange, one day after pricing its shares, after a regulatory inquiry in a foreign jurisdiction it has refused to name stopped its market debut before a single share changed hands.
The SoftBank-backed Nigerian fintech priced 16 million American depositary shares at $19 each on October 30, the bottom of its marketed $19 to $21 range, valuing the company at $4 billion. Trading under the ticker OPAY was due to begin the same day. Instead, the exchange's message feed showed a trading halt marked "news pending" at 3:30 p.m. New York time, with no executed trades on the tape.
On October 31, OPay said it and its underwriters had mutually agreed to terminate the underwriting agreement signed on October 29. "As a result, the Offering will not be completed, and the Company's ADSs will not commence trading on the New York Stock Exchange as previously scheduled," the company said in a statement shared with Nigerian outlet Nairametrics.
A debut that never opened
OPay described the inquiry as relating to a jurisdiction it considers immaterial to its core business, but it did not identify the country, the regulator, or the subject of the investigation. The company said it was confident the matter would be resolved satisfactorily in the near future, yet concluded that not proceeding was "the most prudent course of action" after discussions with its underwriters.
"This development should not be misconstrued as a reflection on the Company's business performance, financial condition, operational integrity, or regulatory standing," OPay said, adding that its services continue to run normally in Nigeria, Indonesia, Egypt and Pakistan.
The episode also leaves a related deal in limbo. Stanbic Africa Holdings, part of Standard Bank Group, had agreed to buy up to $200 million of new OPay shares in a private placement alongside the IPO, and the amended prospectus made that placement conditional on the offering closing. OPay has not said what happens to it, nor to a planned secondary listing on the Nigerian Exchange that its board and shareholders approved in October.
What was at stake
The listing would have been a rare global exit for a company built on Nigerian payments. OPay was founded in 2018 by Chinese billionaire Zhou Yahui, who also founded Beijing Kunlun Tech, and it now serves more than 50 million users across digital payments, money transfers, savings and credit. Its backers include SoftBank, and its underwriting team featured Citigroup, Deutsche Bank, Standard Bank and China International Capital Corporation, with B. Riley Securities and Needham as co-managers.
The company filed its Form F-1 registration statement with the US Securities and Exchange Commission on October 9, secured NYSE listing approval under the OPAY ticker on October 27, and had its registration declared effective on October 29. Underwriters also held a 30-day option to buy up to 2.4 million additional shares to cover over-allotments, and the offering had been expected to close on November 2, subject to customary conditions.
What happens next
OPay has not disclosed when it might revisit a US listing, saying only that it will provide updates as material developments occur. For now, the company insists nothing changes for customers, merchants and agents in its four markets, and that it remains committed to Nigeria, its largest market.
The abrupt reversal is a reminder of how quickly a cross-border listing can unravel: a company can clear the SEC, price its shares and ring the opening bell, and still walk away with no shares traded if a regulator in just one market raises a question at the wrong moment.
