When OPay Limited filed its registration statement with the US Securities and Exchange Commission on October 9, it set in motion a process that would crystallise paper gains for a small group of shareholders who backed a Nigerian payments business a decade ago. The identities of those beneficiaries — and the mechanisms by which they stand to profit — are embedded in the 247-page prospectus and the ancillary agreements filed alongside it.

Standard Bank: a $185m ticket and a board seat

The most immediate beneficiary is Standard Bank Group, Africa’s largest lender by assets. Through its UK subsidiary Stanbic Africa Holdings Limited, the bank has agreed to purchase ordinary shares in OPay in a concurrent private placement capped at $200m. Bloomberg reported the final placement size at approximately $185m, reflecting the operation of the pricing formula disclosed in the subscription agreement.

That formula is deliberately structured to limit Standard Bank’s exposure while allowing it to acquire a meaningful strategic stake. The subscription price is the lowest of three figures: $200m; the dollar equivalent of 0.98 per cent of Standard Bank Group’s qualifying regulatory capital; or the product of 4.99 per cent of OPay’s post-IPO shares multiplied by the per-share purchase price.

The 4.99 per cent cap is significant. Holding 5 per cent or more of a US-listed company triggers additional disclosure and filing obligations for institutional investors. By staying just below that threshold, Standard Bank avoids those requirements while securing a board nomination right. Under the subscription agreement, for so long as the bank holds at least 2.5 per cent of OPay’s issued share capital, the company must procure that one person nominated by the investor is appointed to the board.

That person is Lungisa Fuzile, currently chief executive of Africa Regions at Standard Bank Group. Fuzile has been nominated as a non-executive director and is expected to join the board upon closing of the private placement. His appointment gives Standard Bank direct visibility into OPay’s strategy at a time when the two groups have signed a memorandum of understanding to explore collaboration in digital banking, merchant acquiring, payments and lending across Africa.

For Standard Bank, the investment represents a way to participate in the growth of a fintech platform that is taking market share from traditional banks in Nigeria without having to build competing infrastructure from scratch. The bank already operates in Nigeria through Stanbic IBTC and has made digital financial services a core part of its African strategy.

Opera: the founding investor holding a 9.5 per cent stake

Opera Limited, the Norwegian browser maker listed on Nasdaq, was OPay’s founding investor in 2017 and remains one of its largest shareholders. Opera holds 31.1m ordinary shares, 69.9m Series Seed+ preferred shares and 58.8m Series C preferred shares, representing 8.6 per cent of OPay on an as-converted basis, according to the F-1.

The relationship has already produced a significant accounting benefit for Opera. In a securities filing earlier this year, Opera valued its 9.5 per cent stake at $294.6m, implying a total valuation of approximately $3.1bn for OPay at the end of 2025. That marked an increase from the $2bn valuation at which OPay raised its 2021 Series C round.

Opera’s chief financial officer has been explicit about the company’s intentions. On a third-quarter 2025 earnings call, he stated: “Our strategy, as a founding investor and no longer being operationally involved, is that over time, we will monetise our stake in OPay. It’s very natural for us to consider that in the context of the company becoming public”. Opera’s April securities filing assigned an 85 per cent probability to an OPay listing within two years.

At a $4bn IPO valuation, Opera’s 8.6 per cent stake would be worth approximately $344m. That would represent a substantial return on an investment that began as an incubation project within the Opera group. Opera’s own market capitalisation has hovered below $500m in recent periods, meaning the OPay stake alone accounts for a significant portion of the company’s implied value.

SoftBank: first African foray now worth 6.6 per cent

SoftBank Group’s Vision Fund 2 led OPay’s $400m Series C round in August 2021 — the Japanese conglomerate’s first investment in an African technology company. SoftBank entities now hold 123.2m Series C preferred shares, representing 6.6 per cent of OPay on an as-converted basis, according to the F-1.

At a $4bn valuation, that stake would be worth approximately $264m. The Series C was raised at a $2bn post-money valuation, meaning SoftBank’s position has more than doubled in implied value since 2021.

The listing of OPay would provide SoftBank with a liquidity event for an investment that has been on its books for five years. SoftBank has not disclosed whether it intends to sell shares at or after the IPO, but the expiration of lock-up agreements will create that option.

The founder: James Zhou’s 21.3 per cent

OPay’s founder and non-executive chairman, James Zhou, beneficially owns 21.3 per cent of the company through two British Virgin Islands entities, AFintronic Limited and Bright Holding Limited. Zhou is a Chinese billionaire who also founded Kunlun Tech Co Ltd, the Shenzhen-listed gaming company that once owned Grindr and which retains a significant stake in Opera.

Zhou’s control is exercised through 257.9m ordinary shares held by AFintronic and 44.9m Series Seed+ preferred shares and 92.4m Series C preferred shares held by Bright Holding. At a $4bn valuation, his stake would be worth approximately $852m — making him the single largest beneficiary of the listing by absolute value.

The shareholders’ agreement, signed on August 28, 2026, imposes a series of non-competition covenants on Zhou. He is restricted from engaging in internet payment services, money management, mobility services, catering and tourism businesses in Africa and outside the People’s Republic of China for a period commencing during his equity holding and extending for 24 months thereafter.

Early venture investors: Sequoia China, IDG, Gaorong and Redpoint

A group of early venture investors also stand to benefit. IDG Capital, through its Viola Ridge and Divine Prominent entities, holds 111.8m shares, or 6.0 per cent of OPay. GSR Ventures, Gaorong Capital, Redpoint China Ventures and Zhenfund are also listed as Series A, B and C shareholders in the company’s share register.

Sequoia China — now operating under the name HongShan — holds shares through HSG Seed I Holdco C, HSG Venture VII Holdco G and HSG Growth VI Holdco Q. HS Investments IV Limited, a separate entity, also holds shares and has negotiated specific confidentiality provisions that prevent OPay from disclosing its status as an investor without prior written consent.

The shareholders’ agreement grants preferred holders with at least 4 per cent ownership information and inspection rights, including audited annual financials within 90 days and unaudited quarterly financials within 45 days. These rights terminate upon completion of a qualified public offering, defined as a listing with a market capitalisation of at least $5bn and gross proceeds of at least $300m.

The company and its employees

OPay itself is a beneficiary of the listing, though not in the same direct sense. The company will receive the net proceeds from the IPO and the concurrent private placement, which it says will be used for general corporate purposes, including investments in technology, distribution, new solutions, market expansion and potential acquisitions.

Bloom Haven Limited, a British Virgin Islands company that holds 168.7m ordinary shares for the purposes of administering OPay’s 2026 Equity Incentive Plan, will also benefit indirectly. These shares are expected to be used to satisfy awards granted under the plan following the IPO, according to the F-1. As of the date of the prospectus, no awards had been granted under the plan.

The underwriting syndicate

The banks leading the offering — Citigroup, Deutsche Bank, Standard Bank and CICC, with B. Riley Securities and Needham & Company as co-managers — will earn underwriting discounts and commissions on the shares sold in the public offering. The exact amount will depend on the final size and pricing of the offering.

The preferred share redemption question

For all the potential gains, one structural feature of OPay’s capital structure creates a deadline that will shape the calculus for every shareholder. The company’s preferred shares become redeemable at the option of the holder if a qualified public offering is not completed by December 31, 2027. The redemption price is 100 per cent of the issue price plus 8 per cent simple interest per year.

As of June 30, 2026, the carrying value of the mezzanine equity was $1.06bn. If OPay fails to complete a qualified public offering by the deadline, preferred shareholders could demand redemption of that amount — a sum that would be difficult to satisfy from existing resources, given that the company reported a shareholders’ deficit of $682.5m as of the same date. In other words, the company’s liabilities exceed its assets by $682.5m, leaving no balance sheet cushion from which to fund a $1.06bn redemption.

The incentive to complete an IPO at a valuation that triggers automatic conversion of the preferred shares into ordinary shares is therefore shared by the company and its preferred shareholders alike. A successful listing eliminates the redemption obligation and converts mezzanine equity into permanent capital.

A rare liquidity event for African fintech

For the venture capital industry, the OPay listing represents a rare exit from African fintech. The sector has attracted significant investment over the past decade, but public market exits have been limited. Jumia’s 2019 IPO on the NYSE was followed by a sharp decline in its share price. Swvl, an Egyptian mobility company, listed via a SPAC in 2022 and also saw its valuation fall.

OPay’s financial profile is different. The company reported net income of $90.9m for the first half of 2026, compared with $21.7m a year earlier, on revenue of $467.1m. Adjusted EBITDA was $135.3m in the same period. For the 12 months ended June 30, 2026, revenue totalled $806m. That is to say, its trailing twelve-month revenue was about 50 per cent higher than its full-year 2025 revenue of $536.3m, reflecting the sharp acceleration in the first half of 2026.

Whether public market investors will value that performance at the $4bn figure OPay reportedly targeted in its pre-IPO discussions will be determined by the pricing of the offering. For the beneficiaries identified in the filing, the listing — if completed at that valuation — would crystallise substantial gains on investments made across a decade of OPay’s growth from a ride-hailing payment add-on to Nigeria’s largest digital financial platform.

This article is based on OPay Limited’s Form F-1 registration statement filed with the US Securities and Exchange Commission on October 9, 2026, the subscription agreement with Stanbic Africa Holdings Limited dated August 26, 2026, and the seventh amended and restated shareholders’ agreement dated August 28, 2026.