Ovanti Limited (ASX: OVT) has executed a Letter of Intent with Miluna Acquisition Corp, a Nasdaq-listed SPAC, to list its U.S. buy now, pay later division, Ovanti US Inc., at a pre-money valuation of US$300 million. The transaction would result in Ovanti US becoming a separate Nasdaq-listed entity while Ovanti Limited retains majority ownership.
Transaction Structure and Illustrative Ownership
The proposal includes 100 percent stock consideration and a full rollover of existing equity in Ovanti US. Miluna recently completed an IPO, raising US$60 million now held in a U.S. trust account. These funds would be available to Ovanti US at completion, subject to SPAC redemptions and expenses.
Based on an illustrative share-price reference of US$10 per share, Ovanti US would receive about 30 million shares in the combined entity. Miluna’s trust value corresponds to roughly six million shares. This scenario equates to Ovanti shareholders holding approximately 83 percent of the combined company. Final ownership will depend on any PIPE, redemption levels and sponsor instruments.
Capital Deployment and U.S. BNPL Growth Strategy
Proceeds from the SPAC trust are intended to expand the Flote BNPL platform across the United States. Ovanti’s plan includes scaling receivables, supporting merchant and PSP integrations and driving marketing across the 150 million-plus debit-first American consumers that Flote targets. The company’s growth roadmap also includes investment in underwriting systems, user experience improvements and regulatory readiness for a U.S.-listed BNPL business.
Flote is targeting total transaction volume of around US$1.8 billion in 24 months under its base case, with upside to US$5.0 billion. The access to SPAC capital supports these ambitions by allowing the company to scale quickly in a highly competitive U.S. BNPL market.
Context From U.S. Market Peers
Other BNPL operators have sought deeper alignment with U.S. markets. Sezzle has experienced significant momentum after trading on Nasdaq, while Zip Co has progressed toward a U.S. dual listing following rapid growth in its U.S. division. Ovanti’s approach reflects these broader market movements by placing its American operations closer to the investor base most aligned with BNPL and fintech growth stories.
Timeline and Required Approvals
Next steps include negotiating a binding Business Combination Agreement, completing confirmatory due diligence, conducting PCAOB-standard audits and filing a Form S-4 with U.S. regulators. The transaction also requires Miluna shareholder approval and any approvals that may be required under ASX listing rules.
Ovanti Chairman Daler Fayziev said: “Signing this LOI with Miluna is a significant step for Ovanti. Miluna’s Nasdaq platform and ARC’s SPAC track record give this proposed deal strong credibility.” He said the structure provides “a meaningful war chest of funding so that we can scale quickly in the U.S. market.”
