Key Highlights

  • Stakk has completed its US$63.0 million (A$88.7 million) cash and scrip Acquisition of ParaScript, LLC and ParaScript Management, Inc.
  • The combined group is targeting approximately A$55.2 million in FY2027 Revenue and A$18.5 million in EBITDA, representing an approximate 34% EBITDA margin.
  • Combined FY2026 pro forma revenue reached approximately A$45.24 million, with Stakk's standalone revenue increasing from A$1.24 million to A$14.89 million.
  • The deferred US$20.0 million consideration is structured as a secured, interest-bearing Seller's Note at 10.8% per annum, correcting earlier disclosure that described it only as deferred cash consideration.

Stakk Limited (ASX:SKK) has announced the completion of its US$63.0 million (A$88.7 million) cash and scrip acquisition of ParaScript, LLC and ParaScript Management, Inc., a transaction the company states more than triples its revenue base and transforms it into a scaled, profitable, globally relevant AI-native Digital Trust infrastructure group focused on combating fraud.

Financial Targets and Revenue Growth

Following completion, the combined group is positioned to deliver approximately A$55.2 million in revenue and A$18.5 million in EBITDA in FY2027, representing an EBITDA Margin of approximately 34%. The company stated that the substantial majority of this forecast revenue is already secured under contracted customer commitments. Combined FY2026 pro forma revenue reached approximately A$45.24 million, exceeding the A$41.3 million figure initially presented by approximately 9.5%. Stakk's own standalone revenue increased from A$1.24 million to A$14.89 million over the same period, reflecting a 1,098% revenue growth rate for the company in FY2026 prior to the acquisition.

Combined Platform Scale

ParaScript brings more than 30 years of proprietary AI-powered document intelligence, deployed globally across international banks, law-enforcement and government agencies, healthcare organisations and enterprise technology platforms. Combined with Stakk's existing contextual decisioning and pre-execution fraud-prevention infrastructure, the merged platform now serves more than 300 enterprise customers across the United States, Europe, the Middle East and Australia, and processes more than 110 billion digital interactions annually.

Transaction Structure and Funding

The fixed US$63.0 million consideration was delivered as US$25.0 million in cash (A$35.2 million), US$18.0 million in fully paid ordinary Stakk shares (A$25.3 million), and US$20.0 million in the form of a secured, interest-bearing Seller's Note (A$28.2 million). The transaction is not subject to an earn-out. The cash component was funded from existing cash resources and the proceeds of a A$27.0 million institutional Placement completed at A$0.022 per share, which included one unlisted option for every four placement shares, exercisable at A$0.035 for two years. The placement was lead managed by Canaccord Genuity (Australia) Pty Ltd. Stakk also secured a separate A$5.0 million short-term working-capital Facility maturing on 5 January 2027, carrying A$500,000 of fixed cash interest and A$500,000 of Equity consideration via 25,000,000 shares.

Clarification of Seller's Note Terms

The announcement includes a correction to previous disclosure. The company's Notice of Meeting dated 16 July 2026 and its 6 July 2026 announcement had each described the US$20.0 million deferred component as deferred cash consideration repayable over four years, without describing the interest, guarantee and security arrangements attached to it. The company has now clarified that this component was, at all times under the transaction documents, structured as a secured, interest-bearing Seller's Note guaranteed by Stakk Limited and ParaScript, LLC, carrying interest at 10.8% per annum, secured over substantially all Assets of Stakk IQ and ParaScript, and subject to financial, operational and governance covenants. Events of default under the note include Stakk Limited ceasing to be listed on the ASX or the occurrence of a change of control, and the noteholder's nominee is entitled to board representation or observer rights for as long as the note remains outstanding. The company stated that Resolution 4, approved at the General Meeting on 17 August 2026 with 98.4% Shareholder support, remains valid and effective for all purposes under the Corporations Act following this clarification.

Leadership Changes

On completion, ParaScript CEO Emiliano Giacchetti was appointed Chief Executive Officer of Stakk IQ and ParaScript and joined the boards of both operating subsidiaries, though he was not appointed to the board of Stakk Limited at completion. Subject to shareholder approval at the company's Annual General Meeting, Mr Giacchetti's role is proposed to evolve into Group Chief Executive Officer, with responsibility for the strategy, operations and financial performance of Stakk Limited and its subsidiaries. Mr Giacchetti has become a Top 20 shareholder in Stakk, and Non-Executive Director Arthur Lo led director and management participation in the institutional placement.