Banxa Holdings Provides Update on Previously Announced Plan of Arrangement with OSL Group and Files Unaudited Q1 FY26 Financial Results
Rhea-AI Summary
Banxa Holdings (OTC: BNXAF) provided an update on its proposed plan of arrangement with OSL Group and filed its unaudited Q1 FY26 financial results.
Key transactional progress: the Supreme Court of British Columbia granted the final order approving the Arrangement on November 20, 2025; the company has obtained change-of-control approvals for money-transmitter licenses in 35 of 37 designated U.S. states; OSL submitted required documentation to the Dutch regulator and has responded to FCA questions in the U.K. Completion remains subject to outstanding regulatory approvals and other conditions precedent set out in the June 27, 2025 arrangement agreement.
Positive
- Supreme Court approval granted on November 20, 2025
- Change-of-control approvals obtained in 35 of 37 U.S. states
Negative
- Required regulatory approvals missing in 2 designated U.S. states
- Completion remains subject to satisfaction of remaining conditions precedent
News Market Reaction
On the day this news was published, BNXAF declined 2.75%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
Peers show mixed moves: EARTHLABS (SPOFF) up 0.77%, SUIC WORLDWIDE (SUIC) up 80.91%, UNITRONIX (UTRX) down 10.77%, others flat. BNXAF’s modest 1.66% gain appears more stock-specific than sector-driven.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 02 | Earnings & deal update | Neutral | -2.8% | Update on OSL arrangement approvals plus filing of unaudited Q1 FY26 results. |
| Oct 27 | Earnings & deal update | Neutral | -3.7% | Court hearing date, OSL shareholder approval, FY25 results, and financing amendment. |
| Sep 04 | Regulatory progress | Neutral | -2.1% | Further regulatory approvals and adjourned final order hearing to gain more approvals. |
| Aug 28 | Shareholder approval | Positive | +2.5% | Securityholders overwhelmingly approve OSL acquisition at <b>C$1.55</b> per share. |
| Aug 01 | Meeting materials | Positive | +14.4% | Mailing of meeting materials and interim court order for arrangement vote. |
Recent news has centered on the OSL transaction and court/regulatory milestones. Earlier shareholder and meeting announcements saw strong positive reactions, while subsequent procedural and earnings-tagged updates often coincided with modest single-digit declines, indicating sensitivity to perceived deal timing and regulatory progress.
Over the last six months, Banxa has moved steadily through its planned acquisition by OSL Group. From mailing meeting materials and setting up the August 28 vote, to securityholder approval at C$1.55 per share and subsequent regulatory updates, most news has tracked court approvals and change-of-control clearances. Today’s Q1 FY26 filing and arrangement progress continue this sequence of execution and regulatory de-risking steps.
Market Pulse Summary
This announcement advances Banxa’s transaction with OSL Group, highlighting a final court order and change-of-control approvals in 35 of 37 U.S. states, alongside filing of unaudited Q1 FY26 results. In context of earlier shareholder approval at C$1.55 per share and prior regulatory updates, investors may track remaining approvals in Europe and the U.K., as well as ongoing earnings trends, to gauge execution on both the deal and core operations.
Key Terms
plan of arrangement regulatory
money-transmitter licenses regulatory
Declaration of No Objection regulatory
Markets in Crypto-Assets regulatory
Financial Conduct Authority regulatory
AI-generated analysis. Not financial advice.
Toronto, Ontario--(Newsfile Corp. - December 2, 2025) - Banxa Holdings Inc. (TSXV: BNXA) (OTC Pink: BNXAF) (FSE: AC00) ("Banxa" or the "Company"), a leading infrastructure provider for enabling embedded crypto within payment platforms, is pleased to provide an update on the previously announced plan of arrangement (the "Arrangement") with OSL Group Limited and OSL BNXA Acquisition Inc. ("OSL Group", and together with the Company, the "Parties") and announce the filing of its unaudited Q1 FY26 financial results.
Transaction Update
The Company obtained the final order of the Supreme Court of British Columbia (the "Court") approving the Arrangement on November 20, 2025, which follows the successful shareholder approvals of Banxa and OSL Group in respect of the Arrangement. The Parties continue to work diligently and progress closer to the completion of the Arrangement. As it relates to the outstanding required regulatory approvals (the "Required Regulatory Approvals"), the receipt of which are the final key condition precedent to the completion of the Arrangement, as of the date hereof: (a) the Company has received change of control approval for money-transmitter licenses in 35 out of 37 designated U.S. states; (b) OSL Group has provided all documentation for its change of control submission (Declaration of No Objection) with the De Nederlandsche Bank in the Netherlands' Authority for the Markets in Crypto-Assets license; and (c) OSL Group has responded to all questions received to date from the Financial Conduct Authority in the United Kingdom regarding its change of control application.
Completion of the Arrangement remains subject to the satisfaction or waiver of the conditions precedent set out in the arrangement agreement dated June 27, 2025 among the Parties, a copy of which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca. Further details with respect to the Required Regulatory Approvals and the other conditions precedent may be found in the management information circular of the Company dated July 25, 2025, which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca.
Q1 FY26 Unaudited Financial Results
The Company has filed its Q1 FY26 unaudited financial results, which are available on the Company's SEDAR+ profile at http://www.sedarplus.ca.
About Banxa Holdings Inc.
Banxa is the leading infrastructure provider for enabling embedded crypto - empowering businesses to embed crypto seamlessly into their existing platforms and unlocking new opportunities in the rapidly evolving crypto economy. Through an extensive and growing network of global and local payment solutions and regulatory licenses, Banxa helps businesses provide seamless integration of crypto and fiat for global audiences with lower fees and higher conversion rates. Headquartered in the USA, Europe, and Asia-Pacific, the Banxa team is building for a world where global commerce is run on digital assets. For further information visit www.banxa.com.
For further information, please contact:
Zafer Qureshi
Executive Director and Co-Chief Executive Officer
Banxa Holdings Inc.
E: investors@banxa.com
T: +1-888-332-2692
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Statements including forward-looking information may include, without limitation, statements regarding the Arrangement and the conditions to the completion thereof, the Required Regulatory Approvals, and other statements that are not material facts. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the Company will receive, in a timely manner and on satisfactory terms, the necessary regulatory approvals, and otherwise be able to satisfy, in a timely manner, all outstanding conditions to the completion of the Arrangement. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others: (i) the possibility of adverse reactions or changes in business resulting from the announcement of the Arrangement; (ii) risks relating to the Company's ability to retain and attract key personnel during the interim period leading up to the completion of the Arrangement; (iii) risks related to diverting management's attention from the Company's ongoing business operations; and (iv) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276627
FAQ
What did Banxa (BNXAF) announce about the arrangement with OSL Group on December 2, 2025?
How many U.S. state money-transmitter change-of-control approvals has Banxa received for the BNXAF deal?
What regulatory steps remain before the Banxa and OSL arrangement closes for BNXAF?
Has OSL provided documentation for European regulatory approval in the BNXAF transaction?
Where can investors find Banxa's Q1 FY26 unaudited financial results for BNXAF?
Did the UK Financial Conduct Authority raise any issues in the BNXAF arrangement?
