Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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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) |
12/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,870,945.00 | ||||||||
| 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)
7.3 % | ||||||||
| 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 September 30, 2025, as reported in the Issuer's interim condensed consolidated financial information for the nine months ended September 30, 2025, as set out in the Issuer's Form 6-K furnished with the Securities and Exchange Commission (the "SEC") on November 13, 2025.
SCHEDULE 13G
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| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,870,945.00 | ||||||||
| 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)
7.3 % | ||||||||
| 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 September 30, 2025, as reported in the Issuer's interim condensed consolidated financial information for the nine months ended September 30, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on November 13, 2025.
SCHEDULE 13G
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| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,870,945.00 | ||||||||
| 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)
7.3 % | ||||||||
| 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 September 30, 2025, as reported in the Issuer's interim condensed consolidated financial information for the nine months ended September 30, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on November 13, 2025.
SCHEDULE 13G
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| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,870,945.00 | ||||||||
| 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)
7.3 % | ||||||||
| 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 September 30, 2025, as reported in the Issuer's interim condensed consolidated financial information for the nine months ended September 30, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on November 13, 2025.
SCHEDULE 13G
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| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,870,945.00 | ||||||||
| 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)
7.3 % | ||||||||
| 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 September 30, 2025, as reported in the Issuer's interim condensed consolidated financial information for the nine months ended September 30, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on November 13, 2025.
SCHEDULE 13G
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| 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 Ground Floor, Plaza House, Admiral Park, St Peter Port, Guernsey GY1 2HU, 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);
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| (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);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (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);
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| (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 September 30, 2025, as reported in the Issuer's interim condensed consolidated financial information for the nine months ended September 30, 2025, as set out in the Issuer's Form 6-K furnished with the SEC on November 13, 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. 13,870,945 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Joint Filing Agreement, dated as of February 13, 2026, among AEPL, BFNL, BF Fund III L.P.1, BF Fund III (GP) LP and BF Fund III ML. |