[SCHEDULE 13G/A] Joint Stock Co Kaspi.kz Amended Passive Investment Disclosure
Kaspi.kz stake of 3.7% reported by Baring group
Joint Stock Co Kaspi.kz received an amended Schedule 13G from a group of Guernsey-based Baring/Asia Equity entities reporting their position in the company’s American depositary shares (ADSs).
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Joint Stock Co Kaspi.kz received an amended Schedule 13G from a group of Guernsey-based Baring/Asia Equity entities reporting their position in the company’s American depositary shares (ADSs). Asia Equity Partners Limited directly owns 7,106,927 ADSs, representing 3.7% of Kaspi.kz’s 190,027,266 common shares outstanding as of June 30, 2026. The same 7,106,927 ADSs may be deemed beneficially owned by Baring Fintech Nexus Limited, Baring Fintech Private Equity Fund III L.P.1, Baring Fintech Fund III (GP) LP and Baring Fintech Fund III Managers Limited through their control structure. Voting and investment power over these ADSs is exercised by AEPL’s board of directors, comprising Gillian Newton, Julian Timms and Holly Nielsen. The filing notes that each reporting person other than AEPL, as well as affiliates and related persons, disclaims beneficial ownership of the ADSs held by AEPL and confirms that the group now reports ownership of 5 percent or less of this class.
Key Figures
ADSs beneficially owned:7,106,927 ADSsOwnership percentage:3.7%Shares outstanding baseline:190,027,266 common shares+3 more
6 metrics
ADSs beneficially owned7,106,927 ADSsADSs of Joint Stock Co Kaspi.kz reported as beneficially owned by the reporting group
Ownership percentage3.7%Percent of Kaspi.kz common shares represented by 7,106,927 ADSs
Shares outstanding baseline190,027,266 common sharesCommon shares outstanding as of June 30, 2026, used to calculate ownership percentage
Ownership threshold note5 percent or lessFiling indicates ownership of 5 percent or less of a class
Schedule 13G amendment numberAmendment No. 3Indicates this is the third amendment to the beneficial ownership report
Reporting date referenceJune 30, 2026Date as of which 190,027,266 common shares were outstanding
Key Terms
American depositary shares, beneficial ownership, shared voting power, dispositive power, +1 more
5 terms
American depositary sharesfinancial
"Title of class of securities: American depositary shares, no par value, each representing one common share"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
beneficial ownershipfinancial
"Amount beneficially owned: See the responses to Item 9 on the attached cover pages"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"Shared Voting Power 7,106,927.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared Dispositive Power 7,106,927.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
general partnerfinancial
"BF Fund III (GP) LP is the general partner of BF Fund III L.P.1"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Kaspi.kz (KSPI) do the Baring/Asia Equity entities report?
The reporting group discloses 7,106,927 ADSs of Joint Stock Co Kaspi.kz, representing 3.7% of the company’s 190,027,266 common shares outstanding as of June 30, 2026, according to the issuer’s interim financial information.
Who directly owns the reported Kaspi.kz (KSPI) ADSs in this Schedule 13G/A?
Asia Equity Partners Limited directly owns the 7,106,927 ADSs. Other reporting entities, including several Baring Fintech funds and managers, may be deemed to beneficially own them through control relationships but disclaim beneficial ownership.
What percentage of Kaspi.kz (KSPI) does the reporting group hold according to this filing?
The group reports beneficial ownership of 3.7% of Kaspi.kz’s ADSs. This percentage is based on 190,027,266 common shares outstanding as of June 30, 2026, as reported in the issuer’s interim condensed consolidated financial information.
Who controls voting and investment decisions for the Kaspi.kz (KSPI) ADSs held by AEPL?
Voting and investment control over the 7,106,927 ADSs held by AEPL is exercised by AEPL’s board of directors, which comprises Gillian Newton, Julian Timms and Holly Nielsen, according to the ownership disclosure.
Why does the Kaspi.kz (KSPI) Schedule 13G/A note ownership of 5 percent or less?
The filing states “Ownership of 5 percent or less of a class,” indicating the reporting group’s stake is below the 5% threshold, with a disclosed holding of 3.7% of Kaspi.kz’s outstanding common shares as of June 30, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Joint Stock Co Kaspi.kz
(Name of Issuer)
American depositary shares, no par value, each representing one common share of the Issuer, no par value ("ADSs")
(Title of Class of Securities)
48581R205
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
48581R205
1
Names of Reporting Persons
Asia Equity Partners Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,106,927.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,106,927.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,106,927.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,027,266 common shares of the Issuer outstanding as of June 30, 2026, as reported in the Issuer's interim condensed consolidated financial information for the three and six months ended June 30, 2026, as set out in the Issuer's Form 6-K furnished with the Securities and Exchange Commission (the "SEC") on August 12, 2026.
SCHEDULE 13G
CUSIP Number(s):
48581R205
1
Names of Reporting Persons
Baring Fintech Nexus Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,106,927.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,106,927.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,106,927.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,027,266 common shares of the Issuer outstanding as of June 30, 2026, as reported in the Issuer's interim condensed consolidated financial information for the three and six months ended June 30, 2026, as set out in the Issuer's Form 6-K furnished with the SEC on August 12, 2026.
SCHEDULE 13G
CUSIP Number(s):
48581R205
1
Names of Reporting Persons
Baring Fintech Private Equity Fund III L.P.1
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,106,927.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,106,927.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,106,927.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,027,266 common shares of the Issuer outstanding as of June 30, 2026, as reported in the Issuer's interim condensed consolidated financial information for the three and six months ended June 30, 2026, as set out in the Issuer's Form 6-K furnished with the SEC on August 12, 2026.
SCHEDULE 13G
CUSIP Number(s):
48581R205
1
Names of Reporting Persons
Baring Fintech Fund III (GP) LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,106,927.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,106,927.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,106,927.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,027,266 common shares of the Issuer outstanding as of June 30, 2026, as reported in the Issuer's interim condensed consolidated financial information for the three and six months ended June 30, 2026, as set out in the Issuer's Form 6-K furnished with the SEC on August 12, 2026.
SCHEDULE 13G
CUSIP Number(s):
48581R205
1
Names of Reporting Persons
Baring Fintech Fund III Managers Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,106,927.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,106,927.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,106,927.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,027,266 common shares of the Issuer outstanding as of June 30, 2026, as reported in the Issuer's interim condensed consolidated financial information for the three and six months ended June 30, 2026, as set out in the Issuer's Form 6-K furnished with the SEC on August 12, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Joint Stock Co Kaspi.kz
(b)
Address of issuer's principal executive offices:
154A Nauryzbai Batyr Street, Almaty, 1P 050013
Item 2.
(a)
Name of person filing:
This filing is being made on behalf of (collectively, the "Reporting Persons"):
Asia Equity Partners Limited ("AEPL");
Baring Fintech Nexus Limited ("BFNL");
Baring Fintech Private Equity Fund III L.P.1 ("BF Fund III L.P.1");
Baring Fintech Fund III (GP) LP ("BF Fund III (GP) LP"); and
Baring Fintech Fund III Managers Limited ("BF Fund III ML").
(b)
Address or principal business office or, if none, residence:
The principal business office of each of AEPL and BFNL is Unit 1, Houmet House, Rue Des Houmets, Castel, Guernsey GY5 7XZ, Channel Islands. The principal business office of each of BF Fund III L.P.1, BF Fund III (GP) LP and BF Fund III ML is Ground Floor, Plaza House, Admiral Park, St Peter Port, Guernsey GY1 2HU, Channel Islands.
(c)
Citizenship:
AEPL, BFNL and BF Fund III ML are non-cellular companies organized under the laws of Guernsey. BF Fund III L.P.1 and BF Fund III (GP) LP are partnerships organized under the laws of Guernsey.
(d)
Title of class of securities:
American depositary shares, no par value, each representing one common share of the Issuer, no par value ("ADSs")
(e)
CUSIP No.:
48581R205
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See the responses to Item 9 on the attached cover pages.
(b)
Percent of class:
See Item 11 of the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based on 190,027,266 common shares of the Issuer outstanding as of June 30, 2026, as reported in the Issuer's interim condensed consolidated financial information for the three and six months ended June 30, 2026, as set out in the Issuer's Form 6-K furnished with the SEC on August 12, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages.
(ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages.
(iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages.
7,106,927 ADSs are owned directly by AEPL and may be deemed to be beneficially owned by BFNL, BF Fund III L.P.1, BF Fund III (GP) LP and BF Fund III ML because (i) BFNL is the controlling shareholder of AEPL, (ii) BF Fund III L.P.1 is the controlling shareholder of BFNL, (iii) BF Fund III (GP) LP is the general partner of BF Fund III L.P.1 and (iv) BF Fund III ML is the general partner of BF Fund III (GP) LP. Voting and investment control over the ADSs held by AEPL is exercised by the board of directors of AEPL, which is comprised of Gillian Newton, Julian Timms and Holly Nielsen. Each of the Reporting Persons (other than AEPL), each member of the board of directors of AEPL and each of the affiliated entities of the Reporting Persons and the officers, partners, members and managers thereof disclaims beneficial ownership of the ADSs held by AEPL.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Asia Equity Partners Limited
Signature:
/s/ Julian Timms
Name/Title:
Julian Timms, Director
Date:
08/13/2026
Baring Fintech Nexus Limited
Signature:
/s/ Julian Timms
Name/Title:
Julian Timms, Director
Date:
08/13/2026
Baring Fintech Private Equity Fund III L.P.1
Signature:
/s/ Julian Timms
Name/Title:
Julian Timms, Director, on behalf of Baring Fintech Fund III Managers Limited
Date:
08/13/2026
Baring Fintech Fund III (GP) LP
Signature:
/s/ Julian Timms
Name/Title:
Julian Timms, Director, on behalf of Baring Fintech Fund III Managers Limited
Date:
08/13/2026
Baring Fintech Fund III Managers Limited
Signature:
/s/ Julian Timms
Name/Title:
Julian Timms Director
Date:
08/13/2026
Exhibit Information
Joint Filing Agreement, dated as of August 13, 2026, among AEPL, BFNL, BF Fund III L.P.1, BF Fund III (GP) LP and BF Fund III ML.
