Switchpoint Payments Business Plan — Implementation Roadmap

The phases from build and certification to scaled merchant acquisition, dependencies, and the gate at each stage.

Implementation Roadmap

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13.1 Development programme
13.2 Critical dependencies
13.3 Conditions precedent to drawdown
13.4 What each phase costs and what it buys

Figure 23. Implementation roadmap — the sponsorship agreement gates everything.

13.1 Development programme

Phase	Months	Activities	Gate — do not proceed without
1. Conditions precedent	1 to 5	Execute the sponsorship and settlement agreement; obtain a South African counsel opinion on permitted activities; appoint the chief technology officer and head of risk and compliance; sign two integration partners, one in each segment	All six conditions precedent satisfied. Seed drawdown follows, not precedes
2. Build and certify	5 to 14	Build the ledger, card processing and account-to-account service; card scheme registration through the sponsor; PCI DSS Level 1 scoping, remediation and attestation with a qualified security assessor	PCI DSS Level 1 attestation issued before the first live transaction
3. Launch and raise	14 to 22	First practice and trade merchants live; instrument the volume ramp and measure migration from manual transfer; commence the Series A at month 10 and close R85m at month 16	Month 10 board trigger. Month 18 attachment above 70% of plan and trade acquisition cost below R39 000
4. Scale the book	Years 2 to 4	Scale through partner-originated acquisition; initiate a second sponsor relationship; renegotiate partner revenue share at first renewal	Attachment holding at plan; cost to serve automation delivering
5. Reach breakeven	Month 45 onward	Scale to 3 836 live merchants and R190.2m of net revenue	EBITDA breakeven in month 45

The sequencing rule for this business: the sponsorship agreement is not a workstream

Conditions precedent in early-stage transactions are frequently waived under time pressure, usually with a commitment to resolve them shortly after closing. The first condition here should not be. A payments company without an executed sponsorship agreement is not a payments company with a delayed workstream; it is a software company with no route to market and a burn rate. The distinction matters because the sponsorship negotiation is also the point at which the sponsor’s collateral, guarantee and monitoring requirements become known, and those terms materially affect the capital the business needs. Drawing down before they are known means raising a round against an incomplete picture of the obligations it must fund.

13.2 Critical dependencies

Dependency	What it gates	Why it cannot be accelerated
Executed sponsorship and settlement agreement	Every other element of the plan	A non-bank cannot clear or settle in its own right. There is no alternative route and no partial version
Counsel opinion on permitted activities	Drawdown	The third-party payment provider position is under active regulatory reform and must be established, not assumed
Chief technology officer and head of risk	PCI attestation and sponsor diligence	Both are prerequisites to work on the critical path that cannot be reordered
Two signed integration partners	The entire acquisition model	One in each segment. Without them the plan reverts to field sales, which it is explicitly not capitalised for
Card scheme registration	Card acceptance	Granted through the sponsor over months 5 to 11. Sequential to sponsorship, not parallel
PCI DSS Level 1 attestation	The first live card transaction	Scoping, remediation and assessment take about eight months and cannot be compressed
Series A of R85m at month 16	Survival past month 19	The process takes six months. Month 10 is therefore the last possible start
Attachment evidence at month 18	The validity of the whole thesis	Migration behaviour can only be observed after merchants are live and transacting

13.3 Conditions precedent to drawdown

Six conditions, and the first is the one that should never be waived

One. An executed sponsorship and settlement agreement with a South African settlement bank, on terms disclosed to the investor, including the collateral or guarantee obligations imposed on the company. Two. A written opinion from South African counsel on the company’s permitted activities under the National Payment System Act and the applicable directives, addressing the third-party payment provider position. Three. Signed agreements with at least two vertical software vendors, one in each target segment, containing minimum term and commercial terms consistent with the modelled revenue share. Four. Chief technology officer and head of risk and compliance appointed or under signed offer. Five. A qualified security assessor engaged with a scoped PCI DSS Level 1 timetable, and card scheme registration commenced through the sponsor. Six. Adopted memorandum of incorporation, shareholders agreement, board charter, delegation of authority and a risk management and compliance programme. Each is capable of rendering the plan unexecutable and each is verifiable before capital is at risk.

13.4 What each phase costs and what it buys

Phase	Cash committed	Cumulative	What it buys
1. Conditions precedent	R2.8m	R2.8m	An executed sponsorship, a counsel opinion, two signed integrations and two key appointments. Nothing is recoverable, and nothing else can proceed without it
2. Build and certify	R14.6m	R17.4m	A certified platform and PCI DSS Level 1 attestation. The engineering has resale value only as a team
3. Launch and raise	R23.4m	R40.8m	The first live merchants, the attachment reading, and the Series A. This is the phase the seed round exists to fund
4. Scale the book	R48.6m	R89.4m	3 836 merchants and R190.2m of net revenue at maturity. Funded from the Series A, not the seed
5. Reach breakeven	Funded from operations	R107.0m total equity	A business generating R19.2m of EBITDA on its own cash

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