Key Highlights

  • Qoria (ASX:QOR) shares last traded at $0.24 on 8 July 2026, with trading suspended at close of that session ahead of the scheme implementation date.
  • The scheme of arrangement with Aura Consolidated Group, Inc. (ASX:AXQ) has been implemented, with all Qoria shares transferred to Aura and 81,278,566 Scheme Consideration CDIs issued at an exchange ratio of approximately 1 CDI per 17.32 Qoria shares.
  • Aura has completed a US$100 million capital raise (before costs), with Aura CDIs — including scheme consideration CDIs — expected to commence normal trading on ASX on 20 July 2026.
  • Qoria is expected to be removed from the ASX official list at the close of trading on 20 July 2026, with the board reconstituted under Aura's leadership structure.

Qoria Limited (ASX:QOR) reached the conclusion of its independent listing on the ASX with the implementation of its scheme of arrangement with Aura Consolidated Group, Inc. (ASX:AXQ). The last recorded share price for QOR was $0.24 on 8 July 2026, when trading in Qoria shares was suspended ahead of the scheme's implementation. With the transaction now complete, Qoria shareholders have received Aura CDIs as scheme consideration, and the company is expected to be formally delisted from the ASX at the close of trading on 20 July 2026. For investors tracking either company, understanding the mechanics of the transaction and its implications is essential context.

The Scheme: Structure and Consideration

The scheme of arrangement was executed under Part 5.1 of the Corporations Act 2001, enabling Aura to acquire all fully paid ordinary shares in Qoria in exchange for Chess Depositary Interests (CDIs) in Aura common stock. Under the terms approved by Qoria shareholders, each scheme shareholder received approximately one Scheme Consideration CDI for every 17.32 Qoria shares held on the Record Date of 5:00pm Perth time on 10 July 2026. A total of 81,278,566 Scheme Consideration CDIs were issued pursuant to the scheme, representing the aggregate equity consideration delivered to Qoria's shareholder base.

For Non-Electing Unmarketable Parcel Shareholders — defined as those holding 2,127 or fewer Qoria shares at the Record Date who did not return a valid Election Form — a Direct Cash-Out Facility applies. These shareholders will receive a cash payment calculated at A$5.4917753529142 per Scheme Consideration CDI (equivalent to A$0.317123 per Qoria share), to be paid no later than 24 July 2026.

Capital Raise and Market Commencement

Alongside the scheme implementation, Aura Consolidated has confirmed the successful completion of a US$100 million capital raise before costs. This raise underpins the expanded entity's balance sheet as it begins its life as an ASX-listed company. Aura CDIs — comprising both the capital raise shares and the scheme consideration CDIs — are expected to commence trading on ASX on a normal T+2 settlement basis on Monday, 20 July 2026. A period of conditional and deferred settlement trading had already been underway since 12:00pm AEST on Thursday, 9 July 2026.

Board Reconstitution

The implementation of the scheme has triggered a full reconstitution of the Qoria board. Effective from the announcement of scheme completion, Peter Pawlowitsch, Tim Levy, Georg Ell, Matthew Stepka, Philip Warren, and Dr Jane Watts have all resigned as Qoria directors. William Lundregan, Stephanie Majteles, and Ben Jenkins have been appointed as directors of Qoria in their place. The Aura board is now constituted with Hari Ravichandran as Managing Director and CEO, Peter Pawlowitsch as Deputy Chairman and Lead Independent Director, Tim Levy as Executive Director, Sujay Jaswa as Chairman, and Jeffrey Katzenberg, Matthew Stepka, and James Cash as additional directors — a structure that includes several individuals with well-known profiles in technology and investment circles.

Qoria's Business: Context for Former Shareholders

Qoria operated as a technology company focused on digital child safety and wellbeing, providing software products for schools, families, and education authorities to manage and monitor students' digital experiences. The company operated across multiple markets including Australia, the United States, and the United Kingdom. Its integration into the Aura group represents a consolidation into a broader technology platform, with Aura having raised substantial capital to pursue its strategic agenda following the merger. Former Qoria shareholders are now Aura CDI holders and will participate in the performance of the combined entity going forward.

Delisting: What It Means for Former Shareholders

Qoria's removal from the ASX official list, expected at the close of trading on 20 July 2026, formally ends its existence as an independent listed entity. Former Qoria shareholders who have received Scheme Consideration CDIs will now hold securities in Aura Consolidated Group, which will itself be listed on the ASX and tradeable from 20 July 2026. Those who held unmarketable parcels and did not elect to participate in the CDI consideration will receive their cash entitlement via the Direct Cash-Out Facility by 24 July 2026.

Conclusion

The Qoria (ASX:QOR) story has reached its conclusion as an independent ASX listing, with the scheme of arrangement completing the company's acquisition by Aura Consolidated Group. The US$100 million capital raise provides Aura with a well-capitalised starting point, and the commencement of normal trading in Aura CDIs from 20 July 2026 marks the beginning of the next chapter. Former Qoria shareholders should review their holdings and the Aura Consolidated disclosures to understand their position in the merged entity, and are encouraged to seek professional financial advice as appropriate.