After a difficult stretch of losses and restructuring, NAGA effectively passed control of itself to a rival. In August 2024 the German listed fintech completed a merger with Key Way Group, the owner of the trading brand CAPEX.com, in a deal that left the CAPEX side owning roughly three quarters of the combined company. The NAGA CAPEX merger is best understood as a reverse merger, in which the smaller, healthier partner takes control of the larger, distressed one.
Under the terms, shareholders of Key Way Group, led by Octavian Patrascu, were set to own about 75 percent of the merged entity, and NAGA issued roughly 170 million new shares to bring them in. The structure also included share options amounting to a fifth of the enlarged share capital and a zero coupon convertible bond of up to 8.2 million euro, while Patrascu contributed 15 million euro of fresh equity. The enlarged group was presented as a neo broker with around 1.5 million users across more than 100 countries, targeting several million euro of annual cost savings.
What a Reverse Merger Really Says
A merger framed as a partnership can obscure what actually happened. When existing shareholders of a listed company are diluted to a minority and a counterparty ends up with three quarters of the combined business, the plainer description is that the counterparty took control. For NAGA, which had spent the prior period posting heavy losses, restating accounts and losing its auditor, the deal reads less like an expansion and more like a rescue in which the price was control of the company.
The issue of roughly 170 million new shares is the mechanical heart of that dilution. Every new share issued to bring in the CAPEX side reduced the proportion of the company owned by everyone who held NAGA before. Dilution on this scale is not a detail. It is a transfer of ownership, and existing holders emerged with a much smaller slice of a company now controlled by others. That is the reality beneath the language of synergy and scale.
Why Clients Should Care About Ownership
Ownership might seem like a question only for investors in the shares, but it matters to clients too. Who controls a broker shapes how it is run, whose interests drive decisions, and how durable the business is. A firm that had to hand three quarters of itself to a rival to secure its future is a firm whose recent past was fragile enough to require that. The merger may well strengthen the combined group, and larger scale can bring real benefits. But the route to it tells you where NAGA stood beforehand.
The combined CAPEX and NAGA group may prove more solid than either was alone, and consolidation is common in a crowded brokerage market. But for anyone assessing NAGA, the terms of the deal are the tell. A listed broker that diluted its own shareholders to a minority and passed control to a counterparty was not negotiating from strength. It was resolving the pressure that the previous years of losses and restructuring had built up. Clients weighing the firm should read the merger as the resolution of that pressure, not as an unrelated growth story.
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Strip Away the Synergy Language and This Is a Rescue, Not a Growth Story
The NAGA deal is a reverse merger in which Key Way Group, the owner of CAPEX.com, took about 75 percent of the combined company and NAGA issued around 170 million new shares to make it happen. After years of heavy losses, a restatement and a departed auditor, that is not the shape of an expansion from strength. It is the shape of a rescue whose price was control.
The enlarged group may be more durable, and that would be a good outcome.
But the terms tell you where NAGA stood, and diluting your own shareholders to a minority to bring in a rival is not where a healthy company usually finds itself.
About the Company
About NAGA
Deal Type
Reverse Merger, Heavy Dilution
Acquiror
Key Way Group (CAPEX.com) — ~75% control
New Shares Issued
~170 million
Fresh Equity Injected
EUR 15 million
NAGA Group AG is a Hamburg-based, Frankfurt-listed financial technology company operating the NAGA social and copy trading platform and brokerage. In August 2024, after a period of heavy losses and restructuring, it completed a merger with Key Way Group Ltd, the owner of CAPEX.com and led by Octavian Patrascu. Under the deal the Key Way side was set to own about 75 percent of the merged entity, NAGA issued roughly 170 million new shares, and the enlarged group was presented as a neo broker serving around 1.5 million users across more than 100 countries.
Frequently Asked Questions
Who owns NAGA now?
After the 2024 merger, shareholders of Key Way Group, the owner of CAPEX.com, were set to own about 75 percent of the combined company, with the original NAGA holders diluted to a minority.
Was the NAGA deal a takeover?
It was structured as a merger but functioned as a reverse merger, in which the CAPEX side took control by ending up with roughly three quarters of the combined business.
How much dilution did NAGA shareholders face?
NAGA issued around 170 million new shares to bring in the Key Way side, heavily reducing the ownership proportion of existing NAGA shareholders.
Is NAGA safe for traders?
The merger may make the combined group more durable, but NAGA reached it after years of financial strain. Weigh that history and compare brokers in our Best Forex Brokers in 2026 ranking.
Editor's note & source: Factual points drawn from the NAGA Group investor relations newsroom. This article is not legal advice. Last updated: 10 August 2026.