Core Insights - Banqup Group has secured a subordinated shareholder loan of up to €6.0 million to support its working capital and expansion in the French market [1][2] - The company has recalibrated its financial covenant framework with its senior lender, Francisco Partners, to better align with its current business profile and growth strategy [1][5] - Banqup has signed a share purchase agreement with Fitek Oü for the sale of its Baltic operations, expected to close by the end of February 2026, which will strengthen its balance sheet [1][7] Shareholder Loan - The shareholder loan agreement involves a consortium of existing shareholders, with a current subscribed amount of €5.45 million [2] - The loan is subordinated to the existing senior facilities agreement and is aimed at supporting Banqup's working capital and market rollout [2][4] - Key terms include a maturity date of May 21, 2027, an interest rate of 9.00% per annum, and a conversion option into shares at a 10% discount under certain conditions [8] Financial Covenant Framework - The recalibrated covenant structure reflects the current Principal Senior Facility of €25.0 million, including accrued PIK interest [6] - The new framework provides financial flexibility for Banqup to execute its growth strategy while maintaining prudent oversight [6][9] - Minimum liquidity is set at €2.5 million, with a leverage ratio requirement of total net borrowings not exceeding 4.00:1 against quarterly digital recurring revenue [9] Baltic Operations Sale - The signed share purchase agreement with Fitek Oü is part of Banqup's strategy to optimize its portfolio and focus on core digital services [7] - The transaction is subject to regulatory approvals and is anticipated to close by the end of February 2026 [7] - This divestment is expected to enhance Banqup's financial position and allow for a concentrated effort on high-growth markets [10]