Aura to Acquire Qoria in Scrip Deal, A$3.0b Pre Money, Scrip Structure Keeps Dilution Tidy

Aura Buys Qoria, Shareholders Roll Into Aura CDIs

Aura is proposing to acquire 100% of Qoria via a scheme of arrangement, governed by a Merger Implementation Deed. If it proceeds, the combined group is intended to list on the ASX under the proposed ticker AXQ.

What makes this structure worth paying attention to is the consideration. Qoria shareholders will not hold Qoria post-transaction. Instead, they will receive CHESS Depositary Interests (CDIs) in Aura, meaning they effectively roll their equity into the new listed vehicle.

The headline exchange ratio is 1 CDI for every 17.2 Qoria shares. That ratio is designed to equate to 35% of the combined company on a fully diluted basis, calculated before the equity placement.

In plain English, this is a scrip merger. You are swapping one equity exposure for another, and your ownership continues through Aura CDIs rather than Qoria shares. Importantly, when you frame it against the stated A$3.0 billion pre-money valuation, the implied dilution does not look excessive, especially relative to the scale being brought into the listed entity.

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The Operating synergies

On the operating side, the deck is clearly selling the merger on scale and momentum. It frames the combined group as having A$316 million in ARR, with an ambition to deliver around 20% growth in CY26. That is a serious double-digit growth profile for a business already at meaningful revenue scale.

And the scale metrics are not window dressing. The presentation cites 1.55 million paying subscribers, plus distribution and penetration indicators across key channels, including 32,000 schools and 1,700 employers. Put simply, the story here is about creating a larger platform with strong recurring revenue, defensible channels, and a growth profile that is still very much alive.

In terms of capital structure, the pro forma share count is ~242 million. The balance sheet also screens well, with US$65m to US$70m of cash and net debt of ~US$0m to US$5m post-closing. Overall, this looks relatively strong and does not raise obvious red flags at face value. On the liability side, the debt facilities appear manageable assuming the company delivers on its operating plan, as interest servicing should be covered by cash generation and supported by planned deleveraging through EBITDA growth and debt paydown.

The takeaway for investors for this M&A

What strengthens the case even further is the synergy angle. Management is effectively saying that once the integration benefits start to flow through, free cash flow is expected to turn positive this year.

For shareholders, the upside is not just “bigger is better.” It is what scale unlocks.

You are combining complementary distribution channels, expanding the global footprint, and building a larger subscriber base that can be cross-sold more efficiently. In other words, you are not only adding customers, you are improving how effectively you can reach them and monetise them.

The other lever is margin expansion. The deck points to operating leverage and synergy capture as the pathway to structurally better margins over time. As fixed costs are spread across a larger revenue base, incremental revenue should become more profitable.

They also explicitly call out US$55 million in costs as part of the synergy opportunity, which is meaningful. If executed well, that cost take-out accelerates the path to sustainable profitability and, importantly, brings forward the timeline to positive free cash flow.