Merchant cash advance: the OCAP loans and the Ruprecht deposit

analysisAccording to the Munich I prosecutor's indictment of 31 July 2024, OCAP Management Pte Ltd. was chosen as a supposedly neutral third party for the merchant cash advance business although until the end of 2017 it had financed oil transports, had nothing to do with card payments and belonged to the corporate network of another accused; it was renamed OCAP only at the end of 2017, after several formal ownership changes through shell companies, and then applied to Wirecard Bank for financing. The prosecution says Braun personally pressed a Wirecard Bank board member who had refused, that Wirecard AG gave a guarantee and that a loan of EUR 10 million was paid out but not passed on to merchants. These are prosecution allegations; the criminal court decided in February 2025 not to pursue the guarantee counts further, while in a civil case over the OCAP loan and a related bond subscription the Munich I regional court ordered three former board members in September 2024 to pay EUR 140 million, a judgment that was not final. The Federal Government stated in January 2021 that OCAP was formerly called Senjo Trading Pte. Ltd. and that Wirecard Bank's loans to it and to Senjo Group as TPA partners were in the sample of the 2017 MaRisk special audit by BaFin and the Bundesbank. ^{1 2 3}

analysisIn the preamble to a parliamentary question answered on 18 January 2021, opposition deputies citing a magazine stated that OCAP was under the influence of Senjo, received a EUR 115 million loan in 2018 guaranteed by Wirecard AG, had Carlos Häuser as managing director and that the loan was approved by a Wirecard employee identified as "H."; that on 18 November 2018 the management board released EUR 500 million of loans and credit lines for the business; that the Indian travel provider Gomoo received EUR 11 million from Wirecard Bank; and that PayEasy received loans of EUR 270 million in 2018. These are the deputies' statements, not the government's, which replied that it had no information on whether "H." had authority to approve loans. The prosecution states that a Wirecard subsidiary lent OCAP EUR 115 million in September and November 2018, that by autumn 2019 substantial interest arrears had built up, and that on 25 March 2020, during KPMG's special audit, the management board resolved without the supervisory board to lend OCAP a further EUR 100 million, when OCAP had already received about EUR 137 million and was servicing debts in the manner of a "Ponzi scheme". The count concerning Wirecard Asia Holding's loans to OCAP of September 2018 was discontinued in the criminal trial on 27 February 2025. ^{3 1 4 5}

analysisAccording to the prosecution, the EUR 100 million reached OCAP's account at Wirecard Bank on 27 March 2020 and was transferred the same day in full to an account of Ruprecht Services Pte. Ltd. in Lithuania. From there EUR 35 million went to a separately prosecuted person, "M.", who passed it on as repayment of a 2017 loan to the account of Braun's asset-management company; this repaid a EUR 35 million Wirecard Bank loan, cancelled as of 1 April 2020, with which Braun had refinanced a EUR 150 million bank loan to his company. The prosecution puts the damage at several hundred million euros. These are allegations; the court has not ruled on them. ^{1 2}

analysisThe prosecution states that in December 2019, during KPMG's special investigation, the management board granted Ruprecht Services, which it describes as a penniless and later insolvent shell from the circle of another accused, a "security deposit" of EUR 40 million through subsidiaries without any security, supposedly to replace the TPA partner Al Alam. The increase from EUR 10 million to EUR 40 million on 23 December 2019 was approved within half an hour on Marsalek's e-mail proposal, without a formal resolution or the supervisory board; the earlier indictment says Braun agreed immediately and pressed the other board members, and that repayment is not expected. Braun's trial was continuing at the cutoff. Ruprecht Services was incorporated in Singapore on 17 August 2016 with IT consultancy as its stated activity, is in compulsory liquidation after a winding-up order of 25 February 2022, and is listed by the Monetary Authority of Singapore among entities that no longer hold a temporary exemption under the Payment Services Act. ^{1 2 3 4}

analysisOn 5 September 2024 the 5th commercial chamber of the Munich I regional court (case 5 HK O 17452/21) ordered three former management board members to pay EUR 140 million plus interest to the insolvency administrator, jointly and severally. The case concerned an unsecured EUR 100 million loan by a subsidiary, from Wirecard AG funds, to OCAP and a EUR 100 million bond subscribed by a subsidiary on Wirecard AG's instructions. The court's release does not name the three; press reporting identifies them as Braun and the finance and product board members. They argued that they had not breached their duties, or not culpably, and that the decisions were justified in the company's interest. The judgment was not final. ^{1 2}

analysisThe court put the damage from the OCAP loan at EUR 40 million, because EUR 60 million had been repaid from the bond subscription and the borrower was insolvent, and found the loan negligent mainly because of arrears of EUR 2.375 million on another loan and because, after KPMG's special audit, it was uncertain whether the third-party acquiring business closely linked to the loan existed. The bond was subscribed without financial due diligence and against a lawyer's advice, and the full amount was lost because the issuer was insolvent. The court dismissed the claim against the former deputy supervisory board chairman Stefan Klestil: he had neglected his duty of supervision, but the court doubted that proper supervision would have changed the board's conduct, since the board had already disregarded the supervisory board's instructions; no criminal offence is alleged against him. ^{1 2}

analysisAccording to a Singapore newspaper, Singapore's Commercial Affairs Department seized USD 8.63 million of oCap Management and SGD 290,000 of its subsidiary oCap Asia Pacific Holdings on 20 August 2020 as suspected proceeds of serious crime, and in November 2020 the High Court rejected the company's application to release funds to repay "loans" from Wirecard and expenses; the seizure is an investigative measure, not a finding of guilt. A later judgment of the High Court records that German authorities charged Braun on 10 March 2022 with embezzlement involving loans of EUR 210 million from Wirecard companies to oCap, allegedly used to disguise the group's position and divert money, and that at their request the court ordered on 3 November 2023 the restraint of the company's funds in two Citibank N.A. accounts as Germany seeks confiscation of EUR 210 million. The charges are allegations; the Singapore court decided only on the restraint and release of funds. ^{1 2}

analysisoCap Management has been in creditors' voluntary liquidation since 10 December 2020 and in court-ordered liquidation since 15 March 2021. Wirecard group companies hold over 97% of its debt; they funded the liquidators' investigation but declined to fund claims against third parties, and recoveries for the group are pursued under the control of the insolvency administrator, Dr. Michael Jaffé. On 13 May 2026 the High Court released fees already incurred of SGD 178,560.25 from the restraint but refused to release about SGD 2,997,500 for future claims, which the liquidators intended to bring against former and possible shadow or de facto directors over a questionable dividend and against a company over a breach of an agreement to assign sale proceeds. ²