SINGAPORE – Singapore-headquartered digital infrastructure firm Embed Financial Group Cayman Holdings (EFGH) on Dec 3 revealed its plans to list in the US via a special purpose acquisition company (SPAC).
A Spac is a publicly traded “shell” company that raises capital through an initial public offering (IPO) with the sole purpose of acquiring or merging with a private company.
EFGH said it entered into a business combination agreement with WinVest Acquisition Corp, a Spac. The proposed transaction values EFGH at a pro forma enterprise value of about US$425 million (S$550 million).
Upon the closing of the business combination, WinVest Holdings Corp, a newly formed Cayman Islands holding firm, which is expected to be renamed Embed Financial Global Holdings, shall become the parent of the combined company.
Mr Dennis Ng, founder, executive chairman and group chief executive of EFGH, said: “A Nasdaq listing will accelerate our mission to build the finternet for underserved consumers and SMEs across Africa and Asia.”
The finternet is a universal digital infrastructure that interconnects multiple financial ecosystems.
EFGH develops and deploys digital platforms that connect government agencies, telecommunications companies, financial institutions and small and medium-sized enterprises (SMEs) to faster and more efficient financial networks. It operates across eight African and four Asian markets, including Democratic Republic of Congo, Ghana, Nigeria, Singapore and Vietnam.
The fintech company declined to disclose its employee headcount at this stage.
“Today, millions of people and SMEs still rely on slow, fragmented and costly financial systems. Our work focuses on building the digital ‘plumbing’ that connects real-economy players, governments, utilities, telcos, insurers, banks and SMEs – to faster, more reliable settlement and protection layers,” the firm said.
For example, EFGH and data centre solutions provider Racks Central formed a joint venture to develop secure, energy-efficient infrastructure to power Africa’s next wave of digital financial services.
Another initiative is enabling partners like remittance platforms and ride-hailing operators to offer bite-sized insurance protection inside everyday transactions, without requiring customers to buy a standalone policy.
When asked why the firm chose the Spac route instead of a traditional IPO, EFGH said the agreement gives both sides a structured, transparent way to enter the US regulatory process.
“It lays out the steps clearly – SEC review, shareholder approval and customary closing conditions – which helps manage expectations for all parties. The choice wasn’t driven by speed or market timing. It was driven by process clarity,” said EFGH, referring to the US Securities and Exchange Commission.
The company stressed that it is an early milestone in a proposed process and there is no assurance that the transaction will be completed on the terms described, or completed at all.
Spacs surged in popularity around 2020 and were used to launch nearly 250 IPOs. By 2022, that figure had fallen to roughly 85 and by 2023, it slid further to about 30. This steep decline reflects a marked cooling from the initial Spac frenzy.
Spacs appear to be making a comeback in 2025, with over 100 Spac IPOs, according to Spac Analytics.
While EFGH said it tends not to comment on market cycles, it added that today’s Spac environment is far more disciplined than it was in the early boom years, with closer regulatory scrutiny and a sharper focus on fundamentals.
The firm said the US capital markets ecosystem has deep experience evaluating cross-border digital infrastructure businesses and companies scaling across emerging markets.
“That makes it a natural reference market for a finternet infrastructure company like ours. Singapore remains home ground. Our global headquarters is here because of the (Monetary Authority of Singapore’s) progressive stance, strong regulatory clarity and Singapore’s strategic role as a bridge between African economies and global capital,” it added.
Following completion of the transaction, Mr Ng will continue as executive chairman and group CEO of the combined company.
Before EFGH, he held several leadership positions across companies such as Citibank, Allianz Consulting and Prudential.