Today, November 15, 2024, is the last day of trading in unit rights issued in connection with Crunchfish AB’s (”Crunchfish” or the ”Company”) rights issue of units with preferential rights for existing shareholders of approximately SEK 57 million before issue costs, which was resolved by the board of directors on September 20, 2024, and approved by the Extraordinary General Meeting held on October 24, 2024 (the “Rights Issue”). Unit rights that are not sold no later than today, November 15, 2024, or exercised for subscription of units no later than November 20, 2024, will expire without value.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.  

The Rights Issue in brief

• The Rights Issue comprises a maximum of 19,823,453 units where each unit consists of two (2) newly issued shares, one (1) warrant series TO 10 and one (1) warrant series TO 11.
• Two (2) unit rights entitle to subscription of one (1) unit.
• The subscription price is SEK 2.90 per unit, corresponding to SEK 1.45 per share. Warrants of series TO 10 and TO 11 are issued free of charge.
• The subscription period for subscription of units runs from and including November 6, 2024, to and including November 20, 2024.
• The Rights Issue will, upon full subscription, provide the Company with approximately SEK 57 million before deduction of issue costs. In February and May 2025, the Company may receive additional proceeds if the warrants series TO 10 and TO 11, respectively, issued in the Rights Issue, are exercised for subscription of shares.

For complete terms and conditions and information on the Rights Issue, please see the prospectus dated November 1, 2024, prepared by Crunchfish in connection with the Rights Issue ("Prospectus"), which is available on the Company’s website (https://www.crunchfish.com/investors/equity-raises/) and on the Swedish Financial Supervisory Authority’s website (http://www.fi.se).

The subscription period for subscription of units runs from and including November 6th, 2024, to and including November 20th, 2024. More information is available here.

Advisors

Västra Hamnen Corporate Finance AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Crunchfish in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.

For more information, please contact:

Joachim Samuelsson, CEO of Crunchfish AB

+46 708 46 47 88

joachim.samuelsson@crunchfish.com 

The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CET on November 15th, 2024.

About Crunchfish – crunchfish.com

Crunchfish is a deep tech company developing a device-agnostic generic trusted client application platform for offline payments, tokenized card payments as well as other mobile client / server systems. Crunchfish has been listed on Nasdaq First North Growth Market since 2016, with headquarters in Malmö, Sweden and with a subsidiary in India.

Västra Hamnen Corporate Finance AB is the Certified Adviser. Email: ca@vhcorp.se. Telephone +46 40 200 250.

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Crunchfish. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Crunchfish will only be made through the Prospectus that Crunchfish has published on 1 November 2024 on Crunchfish’s website, https://www.crunchfish.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Crunchfish. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Crunchfish have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

Download as PDF

Larger owners of unit rights in the ongoing rights issue of units in Crunchfish AB (“Crunchfish” or the “Company”), with subscription period from and including November 6, 2024, to and including November 20, 2024 (the “Rights Issue”), have announced their intention to subscribe for shares in the Rights Issue for an additional amount of SEK 1.1 million. Among others, Mats Kullenberg, who previously has submitted subscription commitments of SEK 0.5 million, has announced his intention to subscribe for an additional amount of SEK 0.4 million, fully subscribing for his pro rata share of the Rights Issue.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.  

As previously communicated, Granitor Invest AB has announced the intention to subscribe for its pro rata share in the Rights Issue, corresponding to a subscription amount of SEK 0.6 million. The Company has also previously received subscription commitments of SEK 5.5 million from Corespring Invest AB and Mats Kullenberg, as well as guarantee commitments from a consortium of external investors of approximately SEK 20.4 million. The rights issue is thus covered by subscription commitments and guarantee commitments of approximately SEK 26 million, corresponding to approximately 45 percent of the issue.

The subscription period for subscription of units runs from and including November 6th, 2024, to and including November 20th, 2024. More information is available here.

Advisors

Västra Hamnen Corporate Finance AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Crunchfish in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.

For more information, please contact:

Joachim Samuelsson, CEO of Crunchfish AB

+46 708 46 47 88

joachim.samuelsson@crunchfish.com 

The information was provided by the contact person above for publication on 12th November 2024 at 08:30 CET.

About Crunchfish – crunchfish.com

Crunchfish is a deep tech company developing a device-agnostic generic trusted client application platform for offline payments, tokenized card payments as well as other mobile client / server systems. Crunchfish has been listed on Nasdaq First North Growth Market since 2016, with headquarters in Malmö, Sweden and with a subsidiary in India.

Västra Hamnen Corporate Finance AB is the Certified Adviser. Email: ca@vhcorp.se. Telephone +46 40 200 250.

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Crunchfish. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Crunchfish will only be made through the Prospectus that Crunchfish has published on 1 November 2024 on Crunchfish’s website, https://www.crunchfish.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Crunchfish. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Crunchfish have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

Download as PDF

Crunchfish AB (“Crunchfish”) rights issue and the company’s current revenue opportunities webinar is now available, where Crunchfish CEO Joachim Samuelsson is interviewed by Björn Andersson from Västra Hamnen Corporate Finance.

The webinar about Crunchfish rights issue and the company’s current revenue opportunities is now available via the following link. The webinar is in Swedish:

Webinar about rights issue

The subscription period for subscription of units runs from and including November 6th, 2024, to and including November 20th, 2024. More information is available here.

For more information, please contact:

Joachim Samuelsson, CEO of Crunchfish AB

+46 708 46 47 88

joachim.samuelsson@crunchfish.com 

The information was provided by the contact person above for publication on 11th November 2024 at 16:20 CET.

Västra Hamnen Corporate Finance AB is the Certified Adviser. Email: ca@vhcorp.se. Telephone +46 40 200 250.

About Crunchfish – crunchfish.com

Crunchfish is a deep tech company developing a device-agnostic generic trusted client application platform for offline payments, tokenized card payments as well as other mobile client / server systems. Crunchfish has been listed on Nasdaq First North Growth Market since 2016, with headquarters in Malmö, Sweden and with a subsidiary in India.

Download as PDF

Granitor Invest AB has announced the intention to subscribe for its pro rata share in the ongoing rights issue of units in Crunchfish AB (“Crunchfish” or the “Company”). In total 208,879 units will be subscribed for, corresponding to a subscription amount of SEK 0.6 million. 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.  

As previously communicated, the Company has received subscription commitments of SEK 5.5 million from existing shareholders, including Corespring Invest AB, as well as guarantee commitments from a consortium of external investors of approximately SEK 20.4 million. The rights issue is thus covered by subscription commitments and guarantee commitments of approximately SEK 26 million, corresponding to approximately 45 percent of the issue.

The subscription period for subscription of units runs from and including November 6th, 2024, to and including November 20th, 2024. More information is available here.

Advisors

Västra Hamnen Corporate Finance AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Crunchfish in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.

For more information:

Joachim Samuelsson, CEO of Crunchfish AB

+46 708 46 47 88

joachim.samuelsson@crunchfish.com

The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CET on November 8th, 2024.

About Crunchfish – crunchfish.com

Crunchfish is a deep tech company developing a device-agnostic generic trusted client application platform for offline payments, tokenized card payments as well as other mobile client / server systems. Crunchfish has been listed on Nasdaq First North Growth Market since 2016, with headquarters in Malmö, Sweden and with a subsidiary in India.

Västra Hamnen Corporate Finance AB is the Certified Adviser. Email: ca@vhcorp.se. Telephone +46 40 200 250.

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Crunchfish. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Crunchfish will only be made through the Prospectus that Crunchfish has published on 1 November 2024 on Crunchfish’s website, (https://www.crunchfish.com/investors/equity-raises/). The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Crunchfish. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Crunchfish have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

Download as PDF

Crunchfish Gesture Interaction and Precise Biometrics have entered into a long-term license agreement regarding XR Skeleton 3. The agreement will bring revenue to Crunchfish during eight years, based on Precise Biometrics’ sales of products that include XR Skeleton, starting 2025.

Crunchfish Gesture Interaction and Precise Biometrics have entered into a long-term license agreement regarding XR Skeleton 3. Precise Biometrics will include hand tracking from XR Skeleton in their next year release of a palm recognition product. The agreement includes an upfront fee at 200,000SEK to cover packaging, delivery and training efforts from Crunchfish to Precise Biometrics. Crunchfish will also receive a share of the revenue generated by Precise Biometrics from their palm recognition business until 2032.  

The agreement gives Precise Biometrics access to the source code of XR Skeleton 3 and a large dataset of real and synthetic hands for training of the algorithms and neural networks. The IP rights remain with Crunchfish, so similar deals could potentially be entered with other companies in the future. After delivery and training, no other support activities will be provided by Crunchfish to Precise Biometrics.

“It feels good to sign a deal for our gesture technology as part of closing down the business unit. This creates a long-term revenue potential for our technology. The deal is also ideal from the perspective that Precise Biometrics has world leading competence within the field of image processing, so no support demands will be required from us, which is in line with the strategy to focus Crunchfish’s business around the Digital Cash offering. ", says Patrik Lindeberg, Crunchfish’s COO.

For more information, please contact:

Joachim Samuelsson, CEO of Crunchfish AB

+46 708 46 47 88

joachim.samuelsson@crunchfish.com 

This information was provided by the above for publication on 8th November 2024 at 08:00 CET.

Västra Hamnen Corporate Finance AB is the Certified Adviser. Email: ca@vhcorp.se. Telephone +46 40 200 250.

About Crunchfish – crunchfish.com

Crunchfish is a deep tech company developing a device-agnostic generic trusted client application platform for offline payments, tokenized card payments as well as other mobile client / server systems. Crunchfish has been listed on Nasdaq First North Growth Market since 2016, with headquarters in Malmö, Sweden and with a subsidiary in India.

Download as PDF

Today, November 6th, 2024, the subscription period in Crunchfish AB’s (“Crunchfish” or the “Company”) rights issue of units of approximately SEK 57 million before issue costs (the “Rights Issue”) begins. The Rights Issue is covered by subscription commitments and guarantee commitments up to approximately 45 percent from larger shareholders and external investors. The Rights Issue was approved at the Extraordinary General Meeting held on October 24, 2024. All interested parties are invited to a webinar about the Rights Issue on November 11th, 2024, where the audience will have the opportunity to ask questions to Crunchfish’s CEO Joachim Samuelsson.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.  

Invitation to webinar about the Rights Issue

On Monday, November 11th at 12.00 CET, a webinar about the Rights Issue will be hosted on Zoom where Crunchfish’s CEO Joachim Samuelsson will present the Company and its current revenue opportunities. The presentation will be moderated by Björn Andersson from Västra Hamnen Corporate Finance. During the webinar, the chat function will be active, and the participants will be able to ask questions regarding the Rights Issue. The webinar will be held in Swedish. In order to participate, registration is done via the following link: https://us02web.zoom.us/webinar/register/WN_my9fPjGZSCOWSdkxDU3H1A 

A recording of this webinar will also be available afterward on Crunchfish’s website as well as Västra Hamnen Corporate Finance AB’s website.

Terms and Conditions for the Rights Issue

On October 24th, 2024, the Extraordinary General Meeting approved to carry out the Rights Issue in accordance with the following main terms:

• Anyone who, on the record date, November 4th, 2024, was listed in the share register maintained by Euroclear Sweden AB, has preferential rights to subscribe for units in the Rights Issue in relation to previous holdings of shares.
• One (1) existing share in Crunchfish entitles to (1) unit right. Two (2) unit rights entitle to subscription of one (1) unit.
• The Rights Issue comprises a maximum of 19,823,453 units where each unit consists of two (2) newly issued shares, one (1) warrant series TO 10 and one (1) warrant series TO 11.
• The subscription price is SEK 2.90 per unit, corresponding to SEK 1.45 per share. Warrants of series TO 10 and TO 11 are issued free of charge.

Terms and conditions for warrants series TO 10 and TO 11

• One (1) warrant series TO 10 entitle the right to subscribe for one (1) new share in the Company, during the period from and including 14 February, 2025 to and including 28 February, 2025 against cash payment where the subscription price is set at 70 percent of the volume-weighted average price for the Company’s share on Nasdaq First North during the period from and including 28 January, 2025 to and including 10 February, 2025, however, not more than SEK 1.88 and not less than the quota value of SEK 0.046.
• One (1) warrant series TO 11 entitle the right to subscribe for one (1) new share in the Company, during the period from and including 16 May, 2025 to and including 30 May, 2025 against cash payment where the subscription price is set at 70 percent of the volume-weighted average price for the Company's share on Nasdaq First North during the period from and including 29 April, 2025 to and including 12 May, 2025, however, not more than SEK 2.17 and not less than the quota value of SEK 0.046.
• The warrants are intended to be admitted to trading on Nasdaq First North after final registration of the Rights Issue with the Swedish Companies Registration Office.

Subscription and guarantee commitments

The Company has received subscription commitments from existing shareholders, including the Company’s second largest shareholder Corespring, of approximately SEK 5.5 million, corresponding to approximately 10 percent of the Rights Issue. The subscription commitment from Corespring is to be fulfilled through set-off against the outstanding capital amount of the loan disbursed by Corespring to the Company in September 2024. No compensation is paid for the subscription commitments. In addition, external investors have undertaken to guarantee in the aggregate approximately SEK 20.4 million, corresponding to approximately 35 percent of the Rights Issue. The Rights Issue is thus covered by subscription commitments and guarantee commitments of approximately SEK 26 million, corresponding to approximately 45 percent of the issue proceeds. For guarantee commitments, the guarantors will receive cash payment of 15 percent of the guaranteed amount or alternatively 17 percent of the guaranteed amount in the form of newly issued Units in the Company, at the same terms as Units issued in the Rights Issue. Neither the subscription nor the guarantee commitments are secured by bank guarantee, blocked funds, pledge or similar arrangements.

Prospectus

Complete terms and conditions for the Rights Issue and other information about the Company is available in the prospectus (the “Prospectus”) that was published by the Company on November 1, 2024. The Prospectus is available on the Company´s website (https://www.crunchfish.com/investors/equity-raises), Västra Hamnen Corporate Finance website (http://www.vhcorp.se), Nordic Issuing´s website (http://www.nordic-issuing.se) and Swedish Financial Supervisory Authority´s website (http://www.fi.se).

Advisors

Västra Hamnen Corporate Finance AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Crunchfish in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.

For more information:

Joachim Samuelsson, CEO of Crunchfish AB

+46 708 46 47 88

joachim.samuelsson@crunchfish.com

The information was submitted for publication, through the agency of the contact person set out above, at 8.30 CET on November 6th, 2024.

About Crunchfish – crunchfish.com

Crunchfish is a deep tech company developing a device-agnostic generic trusted client application platform for offline payments, tokenized card payments as well as other mobile client / server systems. Crunchfish has been listed on Nasdaq First North Growth Market since 2016, with headquarters in Malmö, Sweden and with a subsidiary in India.

Västra Hamnen Corporate Finance AB is the Certified Adviser. Email: ca@vhcorp.se. Telephone +46 40 200 250.

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Crunchfish. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Crunchfish will only be made through the Prospectus that Crunchfish has published on 1 November 2024 on Crunchfish’s website, https://www.crunchfish.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Crunchfish. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Crunchfish have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

Download as PDF