The filing discloses that a group of Baring-related entities, led by Asia Equity Partners Limited, directly holds 16,308,056 ADSs of Joint Stock Company Kaspi.kz, representing 8.5% of the company's common shares on a base of 190,784,522 outstanding shares as of March 31, 2025. The ADSs are held in the name of AEPL and voting and investment control is exercised by AEPL's board (Holly Nielsen, Marina Ushakova and Stathia Dimofanous). The filing records shared voting and dispositive power across the reporting persons and includes a joint filing agreement among them, clarifying the ownership chain and public disclosure of the position.
Positive
Material disclosure: Reporting persons identify ownership of 16,308,056 ADSs, equal to 8.5% of the class, meeting SEC transparency requirements.
Clear ownership chain: The filing explains that ADSs are held by AEPL and names AEPL's board members who exercise voting and investment control.
Negative
None.
Insights
TL;DR: Baring-related entities disclose a material 8.5% position in Kaspi.kz, improving transparency about ownership and control.
The Schedule 13G/A shows 16,308,056 ADSs beneficially owned within a single affiliated group, equal to 8.5% of the outstanding share base cited in the filing. Ownership is centralized in Asia Equity Partners Limited with shared voting and dispositive power reported for the Baring entities. This disclosure is material because stakes above 5% must be public and can affect shareholder composition and potential governance discussions; the filing provides clear chain-of-control and board-level oversight information.
TL;DR: The filing clarifies governance and control: AEPL holds the ADSs while affiliated Baring entities report shared authority.
The document specifies that the ADSs are held directly by AEPL and that AEPL's board exercises voting and investment control, naming the board members. Other reporting persons disclaim beneficial ownership except as described, and a joint filing agreement is attached. From a governance perspective, the filing neatly documents who exercises control and which entities disclaim ownership, reducing ambiguity about who can influence shareholder votes and decisions.
How many Kaspi.kz (KSPI) ADSs do the reporting persons own?
The reporting persons disclose ownership of 16,308,056 ADSs of Kaspi.kz.
What percentage of Kaspi.kz does that represent?
The position represents 8.5% of the company's common shares, based on 190,784,522 shares outstanding as stated in the filing.
Which entities are the reporting persons in this Schedule 13G/A for KSPI?
The filing is made on behalf of Asia Equity Partners Limited, 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.
Who exercises voting and investment control over the ADSs?
Voting and investment control over the ADSs is exercised by the board of directors of Asia Equity Partners Limited (Holly Nielsen, Marina Ushakova and Stathia Dimofanous).
Do the other reporting persons claim beneficial ownership of the ADSs?
The filing states that each reporting person other than AEPL, and certain affiliated persons, disclaims beneficial ownership of the ADSs held by AEPL.
Is there an agreement among the reporting persons?
Yes. The filing references a Joint Filing Agreement among the reporting persons dated August 13, 2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
CYPRUS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,308,056.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,308,056.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,308,056.00
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)
8.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,784,522 common shares of the Issuer outstanding as of March 31, 2025, as reported in the Issuer's interim condensed consolidated financial information for the three months ended March 31, 2025, as set out in the Issuer's Form 6-K furnished with the Securities and Exchange Commission (the "SEC") on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
16,308,056.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,308,056.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,308,056.00
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)
8.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,784,522 common shares of the Issuer outstanding as of March 31, 2025, as reported in the Issuer's interim condensed consolidated financial information for the three months ended March 31, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
16,308,056.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,308,056.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,308,056.00
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)
8.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,784,522 common shares of the Issuer outstanding as of March 31, 2025, as reported in the Issuer's interim condensed consolidated financial information for the three months ended March 31, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
16,308,056.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,308,056.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,308,056.00
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)
8.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,784,522 common shares of the Issuer outstanding as of March 31, 2025, as reported in the Issuer's interim condensed consolidated financial information for the three months ended March 31, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on May 16, 2025.
SCHEDULE 13G
CUSIP No.
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
16,308,056.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,308,056.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,308,056.00
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)
8.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percent set out in Row 11 is based on 190,784,522 common shares of the Issuer outstanding as of March 31, 2025, as reported in the Issuer's interim condensed consolidated financial information for the three months ended March 31, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on May 16, 2025.
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, Kazakhstan, 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 AEPL is 32 Kritis Street, Papachristoforou Building, 4th Floor, 3087 Limassol, Cyprus. The principal business office of 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 1st and 2nd Floors, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey GY1 1EW, Channel Islands.
(c)
Citizenship:
AEPL is a limited company organized under the laws of Cyprus. 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 190,784,522 common shares of the Issuer outstanding as of March 31, 2025, as reported in the Issuer's interim condensed consolidated financial information for the three months ended March 31, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on May 16, 2025.
(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.
16,308,056 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 Holly Nielsen, Marina Ushakova and Stathia Dimofanous. 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.
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/ Stathia Dimofanous
Name/Title:
Stathia Dimofanous Director
Date:
08/13/2025
Baring Fintech Nexus Limited
Signature:
/s/ Julian Timms
Name/Title:
Julian Timms Director
Date:
08/13/2025
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:
08/13/2025
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:
08/13/2025
Baring Fintech Fund III Managers Limited
Signature:
/s/ Julian Timms
Name/Title:
Julian Timms Director
Date:
08/13/2025
Exhibit Information
Joint Filing Agreement, dated as of August 13, 2025, among AEPL, BFNL, BF Fund III L.P.1, BF Fund III (GP) LP and BF Fund III ML.
