Announcement PDF SPENDA LIMITED ACN 099 084 143 PROSPECTUS This Prospectus is being issued for the following Offers: 1. Entitlement Offer – an accelerated renounceable entitlement offer to Eligible Shareholders to raise up to approximately $8.545 million (before costs), on the basis of 7 Entitlement Shares (at an issue price of $0.004 per Entitlement Share) for every 1 Share held, together with 1 free attaching Entitlement Option (exercisable at $0.006 per Entitlement Option and expiring 30 June 2031) for every 1 Entitlement Share issued. 2. Shortfall Offer – an offer of remaining Shortfall Securities (if any) not taken up under the Entitlement Offer. 3. Broker Share Offer – an offer of Broker Shares to the Company's Lead Manager (and / or its nominee(s)), subject to the Company raising a minimum amount of $6 million under the Entitlement Offer and Shortfall Offer (if any). 4. Broker Option Offer – an offer of Broker Options (exercisable at $0.006 per Broker Option and expiring 30 June 2031) to the Company's Lead Manager (and / or its nominee(s)), subject to the Company raising a minimum amount of $6 million under the Entitlement Offer and Shortfall Offer (if any). The Retail Entitlement Offer closes at 5.00pm (AEST) on Friday, 26 June 2026 (unless extended). THIS IS AN IMPORTANT DOCUMENT WHICH REQUIRES YOUR IMMEDIATE ATTENTION AND SHOULD BE READ IN ITS ENTIRETY. AN INVESTMENT IN THE SECURITIES OFFERED BY THIS PROSPECTUS SHOULD BE CONSIDERED HIGHLY SPECULATIVE IN NATURE. IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR STOCKBROKER, ACCOUNTANT, SOLICITOR, OR OTHER PROFESSIONAL ADVISER. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Page 1 IMPORTANT INFORMATION This Prospectus is an important document and should be read in its entirety. You should seek professional advice if you have any questions about the Offers under this Prospectus, or any matter relating to an investment in the Company. General This Prospectus is dated 9 June 2026 (Prospectus Date) and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities and options to acquire continuously quoted securities (as defined in the Corporations Act). It has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering or “full form” prospectus. In preparing this Prospectus, regard has been given to the fact that the Company is a ‘disclosing entity’ for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. New Securities will not be issued on the basis of this Prospectus later than 13 months after the Prospectus Date. Exemption to disclosure and Entitlement Offer In certain circumstances, a listed company may undertake an entitlement offer without a prospectus if it complies with the disclosure exemption in s708AA and 1012DAA of the Corporations Act and the relief in ASIC Corporations (Non-Traditional Rights Issues) Instrument 2026/98. Electronic prospectus This Prospectus may be viewed in electronic form at https://investors.spenda.co/ by Australian and New Zealand investors only. The electronic version of this Prospectus is provided for information purposes only. A paper copy of the Prospectus may be obtained free of charge on request during the Offer Period by contacting the Company. The information on the Company’s website does not form part of this Prospectus. Risk factors Potential investors should be aware that applying for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 5 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. The information provided in this Prospectus is not investment advice or financial product advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser before deciding whether to apply for New Securities pursuant to this Prospectus. Foreign jurisdictions This Prospectus is not, and is not intended to constitute, an offer, invitation or issue of Securities in any place or jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue. By applying for New Securities, including by submitting an Application Form or making a payment using BPAY® (or EFT for Eligible Institutional Shareholders and New Zealand Shareholders), an Applicant represents and warrants to the Company (among other representations and warranties set out in Section 3.9) that there has been no breach of such laws. The distribution of this Prospectus and accompanying Application Forms (including electronic copies) outside Australia and New Zealand may be restricted by law and persons who come into possession of these documents should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liability to such persons. Please refer to Section 2.21 for further information. Page 2 Important information for New Zealand investors Warning Statement The Offers to New Zealand investors are regulated offers made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014. The Offers and the content of this Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act and the regulations made under that Act set out how the Offers must be made. There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products. Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to the Offers. If you need to make a complaint about an Offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian financial products is not the same as for New Zealand financial products. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of a financial advice provider. The Offers may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand. Notice to nominees and custodians Shareholders resident in Australia and New Zealand holding Shares on behalf of persons who are resident in other jurisdictions are responsible for ensuring that taking up any New Securities does not breach regulations in the relevant jurisdiction. Target market determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website at https://investors.spenda.co/. By making an application under an Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. Publicly available information Information about the Company is publicly available and can be obtained from ASIC and ASX (including the ASX website at www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offer. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in the Company or subscribe for the New Securities. The Company has not authorised any person to give any information or make any representation in connection with an offer which is not contained in this Prospectus. Any such extraneous information or representation may not be relied upon as having been authorised by the Company in connection with this Prospectus. Page 3 Taxation implications The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of applying for New Securities under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with applying for New Securities under this Prospectus. Forward- looking statements This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are provided as a general guide only and are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its Directors or management. Actual outcomes may differ materially from the events, intentions or results expressed or implied in any forward-looking statement in this Prospectus. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Neither the Company, nor its related bodies corporate or affiliates nor their respective directors, officers, partners, employees and agents give any warranty, representation, assurance or guarantee that the occurrence of the events expressed or implied in any of the forward-looking statements in this Prospectus will actually occur. In addition, please note that past performance should not be relied upon as (and is not) an indication or guarantee of future performance. The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law. Key risks associated with an investment in the Company are detailed in Section 5. These and other factors could cause actual results to differ materially from forward-looking statements. Disclaimer No person is authorised to provide any information or to make any representation in connection with the Offers that is not contained in this Prospectus. Any information or representations not contained in this Prospectus may not be relied upon as having been authorised by the Company or the Lead Manager, any of their respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees and agents in connection with the Offers. Neither the Lead Manager, any of its related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents have authorised or caused the issue of this Prospectus or take any responsibility for any action taken by you on the basis of such information. To the maximum extent permitted by law, the Lead Manager, its related bodies corporate and affiliates and each of their respective directors, officers, partners, employees, representatives or agents exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Offers and this Prospectus being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. Neither the Lead Manager, any of its related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents make any recommendations as to whether you or your related parties should participate in the Offers, nor do they make any representations or warranties to you concerning the Offers or any information, and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager, any of its related bodies corporate and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Options or the Offer generally. The Lead Manager may also hold interests in the securities of the Company and may earn brokerage, fees or other benefits from the Company. The engagement of the Lead Manager by the Company is not intended to create any agency, fiduciary or other relationship between the Lead Manager and any other investor. Page 4 Determination of eligibility of investors for the purposes of the Offers is determined by reference to a number of matters, including legal requirements and regulatory requirements, logistical and registry constraints and the discretion of the Company and the Lead Manager. To the maximum extent permitted by law, the Company, the Lead Manager, their respective related bodies corporate and affiliates, and their respective directors, officers, partners, employees and agents expressly disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion. To the maximum extent permitted by law, the Lead Manager, its related bodies corporate and affiliates, and their respective directors, officers, partners, employees and agents expressly disclaim all liability in respect of, makes no representation regarding and take no responsibility for any part of this Prospectus. Applications Applications for New Securities offered by this Prospectus can only be made in accordance with the instructions on the accompanying Application Forms. Please read the instructions in this Prospectus and on the accompanying Application Forms regarding the acceptance of an Offer. Eligible Shareholders can accept the Entitlement Offer by submitting the Entitlement and Acceptance Form accompanying this Prospectus which can be accessed at https://portal.automic.com.au/investor/home. By returning an Application Form, submitting an Application Form online with the Share Registry, lodging an Application Form with a stockbroker or otherwise arranging for payment of New Securities in accordance with the instructions on the Application Form, an Applicant acknowledges that they have received and read this Prospectus, acted in accordance with the terms of the Offer to which the Application Form relates and agree to all of the terms and conditions as detailed in this Prospectus. No trading of Entitlements The Entitlement Offer is renounceable, however there will be no ASX trading of the rights and the rights are not transferable. Entitlements not taken up under the Institutional Entitlement Offer or Retail Entitlement Offer (as applicable) and the Entitlements of Ineligible Institutional Shareholders and Ineligible Retail Shareholders will be offered for sale through the Institutional Shortfall Bookbuild process or Retail Shortfall Bookbuild process (as applicable) managed by the Lead Manager. Any proceeds in excess of the Offer Price (net of any withholding tax and expenses) will then be distributed to those Shareholders. See section 2.1 for more details. If you are in any doubt as to these matters you should first consult with your stockbroker, solicitor, accountant, financial adviser or other professional adviser. Meaning of terms Capitalised terms used in this Prospectus are defined in the Glossary in Section 9. Rounding Any discrepancies between totals and sums and components in tables contained in this Prospectus are due to rounding. Time All references to time in this Prospectus are references to AEST, unless otherwise stated. CORPORATE DIRECTORY Directors Karim Razak – Executive Chairman Peter Richards – Non-Executive Director Irshad Mulla – Non-Executive Director Company Secretary Justyn Stedwell Registered Office c/- Stedwell Consulting Pty Ltd Suite 303 365 Little Collins Street Melbourne VIC 3000 Website https://investors.spenda.co/ ASX Code: SPX Share Registry* Automic Registry Services Level 5 126 Philip Street Sydney NSW 2000 Telephone: 1300 288 664 (within Australia) +61 (2) 9698 5414 (outside Australia) Email: corporate.actions@automicgroup.com.au Auditor* William Buck Audit (Vic) Pty Ltd Level 20 181 William Street Melbourne VIC 3008 Solicitors Thomsons Level 23, Rialto South Tower 525 Collins Street Melbourne VIC 3000 Lead Manager Peak Asset Management Pty Ltd Level 35, 477 Collins Street Melbourne VIC 3000 * These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus. Page 2 INDICATIVE TIMETABLE* Event Date (2026) Announcement Announcement of Entitlement Offer Before 12.00pm (AEST) Tuesday 9 June Lodgement Prospectus lodged with ASIC Prospectus and Appendix 3B lodged with ASX Before 12.00pm (AEST) Tuesday 9 June Institutional Entitlement Offer SPX conducts Institutional Entitlement Offer and (if applicable) bookbuild for shortfall from Institutional Entitlement Offer Tuesday 9 June to Wednesday 10 June Announcement of Results (Institutional Entitlement Offer) Announcement of Institutional Entitlement Offer results Before 10.00am (AEST) Wednesday 10 June (before resumption of trading following voluntary suspension) Voluntary Suspension Ends & Ex-date Trading resumes on an ex-entitlement basis (following the lifting of the voluntary suspension) Ex-date (date from which Shares begin trading without the right to participate in the Retail Entitlement Offer) Before 10.00am (AEST) Wednesday 10 June Record Date Record Date to identify Shareholders entitled to participate in the Retail Entitlement Offer 7.00pm (AEST) on Thursday 11 June Issue of Securities under Institutional Entitlement Offer and despatch of new holding statements Securities (Shares and attaching Options) issued under the Institutional Entitlement Offer Lodgement of Appendix 2A with ASX applying for quotation of Shares and attaching Options Before 12.00pm (AEST) Friday 12 June Despatch of Prospectus and Entitlement and Acceptance Forms and Announcement of Despatch Prospectus and Entitlement & Acceptance Forms sent to Eligible Shareholders Announcement of despatch to Eligible Shareholders Tuesday 16 June Retail Entitlement Offer (Opening Date) Retail Entitlement Offer opens Tuesday 16 June Retail Entitlement Offer Extension Date Last day to extend the Closing Date for Retail Entitlement Offer Before 12.00pm (AEST) on Tuesday 23 June Retail Entitlement Offer (Closing Date) Retail Entitlement Offer closes 5.00pm (AEST) on Friday 26 June Announcement of Results (Retail Entitlement Offer) Announcement of Retail Entitlement Offer results Wednesday 1 July Bookbuild (if applicable) Bookbuild for any shortfall (if applicable) Wednesday 1 July to Friday 3 July Announcement of Results (Bookbuild) Announcement of bookbuild results Monday 6 July Issue of Securities under Retail Entitlement Offer and despatch of new holding statements Securities (Shares and attaching Options) issued under the Retail Entitlement Offer Lodgement of Appendix 2A with ASX applying for quotation of Shares and attaching Options Before 12.00pm (AEST) on Wednesday 8 July Completion of shortfall placement (if any) Before Friday 25 September * The above timetable is indicative only and may change. The Company reserves the right to amend any and all of the above dates without notice (including, without limitation, subject to the Listing Rules and the Corporations Act, to close one or more of the Offers early, to extend the Closing Date of one or more of the Offers, to accept late Applications (either generally or in particular cases) or to cancel one or more of the Offers before New Securities are issued by the Company). Table of contents IMPORTANT INFORMATION ............................................................................................... 1 Letter to Shareholders......................................................................................................... 1 1 Investment Overview................................................................................................ 3 2 Details of the Offers ............................................................................................... 17 2.1 Entitlement Offer.......................................................................................................... 17 2.2 Shortfall Offer............................................................................................................... 20 2.3 Broker Share Offer....................................................................................................... 21 2.4 Broker Option Offer...................................................................................................... 21 2.5 Purpose of Prospectus ................................................................................................ 22 2.6 Not underwritten .......................................................................................................... 23 2.7 Fractional Entitlements ................................................................................................ 24 2.8 Risks of the Offers ....................................................................................................... 24 2.9 Application Forms and BPAY® payments................................................................... 24 2.10 Opening and Closing Dates......................................................................................... 25 2.11 Application Monies held on trust.................................................................................. 26 2.12 Issue and dispatch....................................................................................................... 26 2.13 No rights trading .......................................................................................................... 26 2.14 Minimum subscription.................................................................................................. 26 2.15 Oversubscriptions ........................................................................................................ 26 2.16 ASX quotation.............................................................................................................. 27 2.17 Withdrawal and cooling-off rights ................................................................................ 27 2.18 Eligible Shareholders................................................................................................... 27 2.19 Ineligible Shareholders ................................................................................................ 28 2.20 Nominees, trustees and custodians ............................................................................ 29 2.21 Foreign jurisdictions..................................................................................................... 29 2.22 CHESS......................................................................................................................... 30 2.23 Taxation implications ................................................................................................... 30 2.24 Privacy ......................................................................................................................... 30 2.25 Major activities and financial information..................................................................... 31 2.26 Enquiries concerning Prospectus ................................................................................ 31 3 Action required by Offer Applicants ..................................................................... 32 3.1 Eligible Institutional Shareholders ............................................................................... 32 3.2 Eligible Retail Shareholders ........................................................................................ 32 3.3 If you wish to take up all of your Entitlement ............................................................... 33 3.4 If you wish to apply for Entitlement Securities in excess of your Entitlement.............. 33 3.5 If you wish to take up part of your Entitlement and allow the balance to lapse........... 33 3.6 Payment by BPAY®..................................................................................................... 34 3.7 Entitlement to Entitlement Securities not taken up...................................................... 35 3.8 Applications under the Institutional Shortfall Bookbuild, or Retail Shortfall Bookbuild, Shortfall Offer, Broker Share Offer and Broker Option Offer....................................... 36 3.9 Representations by Applicants .................................................................................... 36 3.10 Nominees and custodians ........................................................................................... 38 3.11 Brokerage and stamp duty........................................................................................... 38 4 Purpose and effect of the Offers ........................................................................... 39 4.1 Background.................................................................................................................. 39 4.2 Purpose of the Offers................................................................................................... 39 4.3 Effect on Capital Structure........................................................................................... 40 4.4 Convertible Security holders........................................................................................ 41 4.5 Effect of the Offers on control of the Company ........................................................... 41 4.6 Potential dilution effect of Offers.................................................................................. 43 4.7 Financial Information ................................................................................................... 44 5 Risk Factors............................................................................................................ 47 5.1 Risks specific to the Offers .......................................................................................... 47 5.2 Risks specific to the Company .................................................................................... 48 5.3 General Risks .............................................................................................................. 55 Page ii 5.4 Investment speculative ................................................................................................ 56 6 Rights and Liabilities Attaching to Securities...................................................... 57 6.1 Rights and liabilities attaching to Shares..................................................................... 57 6.2 Terms and conditions of New Options......................................................................... 58 7 Additional Information ........................................................................................... 60 7.1 Lead Manager Mandate............................................................