SYDNEY: Gratifii Limited, an Australian rewards and engagement technology company, announced Friday it has signed a binding agreement to acquire New Zealand-based loyalty provider Simplicity and will make a strategic investment in global marketplace platform Marketplacer Holdings Ltd., funded by a $10 million capital raise.
The ASX-listed company (ASX: GTI) said it has received firm commitments for a two-tranche share placement to finance the transactions, which it described as part of a staged strategy to accelerate growth and reach EBITDA profitability, according to a company announcement.
Under the share purchase agreement signed May 14, Gratifii will acquire Simplicity Australasia Limited and Simplicity Technologies Limited for an upfront price of about $3.4 million, with an earnout of up to $340,000 tied to financial targets for the year ending March 31, 2027. The cash portion of roughly $2.1 million will be paid at completion, with the balance issued in Gratifii shares subject to shareholder approval. Completion is scheduled for Sept. 1.
Founded in 2001, Simplicity provides loyalty and rewards services across the Asia-Pacific region and counts Schneider Electric, Dulux, Genesis and a leading international quick-service restaurant franchise among its clients. The company reported unaudited fiscal 2025 revenue of $4.6 million, with about 41% from recurring software-as-a-service subscriptions, and normalized unaudited EBITDA of $540,000. Roughly 70% of its revenue is generated in Australia and 30% in New Zealand.
“These transactions materially transform our capabilities and position Gratifii at the centre of a rapidly growing number of opportunities from new and existing clients,” Chief Executive Iain Dunstan said in a statement. “Simplicity plugs in immediately, improving our unit economics and sector coverage from day one.”
Separately, Gratifii has signed a non-binding term sheet to subscribe for $5 million in convertible notes issued by Marketplacer, a global enterprise marketplace platform. The notes carry a 12% interest rate, with interest capitalized, and will convert into Super Senior Preference Shares carrying a 2.25-times liquidation preference. The notes mature in 24 months.
Marketplacer will serve as the commerce engine for Gratifii’s rewards network, providing turnkey onboarding, AI-powered product classification and fulfillment infrastructure to the company’s more than 18 million member accounts.
“The Marketplacer partnership transforms our reward platforms to reward marketplaces, giving our 18+ million members access to real commerce at scale,” Dunstan said.
The $10 million placement will be issued at 4 cents per share, a 14.9% discount to the last closing price and a 23.3% discount to the 15-day volume-weighted average price. The first tranche will raise about $4.2 million through the issue of approximately 106 million shares, while the second tranche of about $5.8 million through 143 million shares is subject to shareholder approval at an extraordinary general meeting expected on or around June 29.
Participants will receive one option for every two shares subscribed, exercisable at 10 cents with a two-year maturity, subject to shareholder approval. All four Gratifii directors will participate in the offer, pending shareholder approval.
Proceeds will be allocated as follows: $3 million for the Simplicity acquisition and integration, $5 million for the Marketplacer investment, and $2 million for working capital and transaction costs.
Henslow Pty Ltd. and Stralis Capital Partners Pty Ltd. are acting as joint lead managers to the placement.
Gratifii said its platform currently serves more than 80 enterprise customers and reaches over 65% of Australian and New Zealand households across Australia, New Zealand and Hong Kong.
Both transactions remain subject to several conditions, including the negotiation of binding documentation with Marketplacer and shareholder approval.