Crunchfish

The exercise period for Crunchfish’s warrants series TO 10 commences tomorrow

Crunchfish AB (“Crunchfish” or the “Company”) conducted a unit issue of shares and warrants series TO 10 and TO 11 in November 2024. The exercise period for the issued warrants series TO 10 commences tomorrow, February 14, 2025, and runs up to and including February 28, 2025. One (1) warrant series TO 10 entitles the holder to subscribe for one (1) new share in Crunchfish. The subscription price per share that is subscribed for through exercising the warrants series TO 10 has, in accordance with the terms and conditions for the warrants, been set to SEK 0.58. If all warrants series TO 10 are exercised, Crunchfish will receive a maximum of approximately SEK 5.2 million before issuing costs.

 

Summary of instructions and important dates

Holders of warrants series TO 10 who wish to exercise these for subscription of shares shall give notice regarding such exercise well before February 28, 2025. Warrants that have not been exercised on or before February 28, 2025, expire without value. Holders who do not wish to exercise their warrants may sell them. Trading with warrants series TO 10 is ongoing up to and including February 26, 2025.

 

An information folder is available on the Company’s, Nordic Issuing’s and Västra Hamnen Corporate Finance’s respective websites (https://www.crunchfish.com/investors/equity-raises/, http://www.nordic-issuing.se, http://www.vhcorp.se).

 

Detailed information and instructions for subscription

 

Exercise price etc.

One (1) warrant series TO 10 entitles the holder to subscribe for one (1) new share in Crunchfish. The subscription price per share that is subscribed for through exercising the warrants has, in accordance with the terms and conditions for the warrants, been set to SEK 0.58. The subscription price has been defined as 70 percent of the volume-weighted average price for the Company’s share during the period January 28 – February 10, 2025.

 

Exercise of nominee-registered warrants

Holders of warrants series TO 10 who have their holdings nominee-registered (holdings in securities custody services, investment savings accounts (ISK) or endowment insurances) must notify the exercise of warrants by contacting their respective nominee and follow the nominee’s instructions regarding subscription and payment. This should take place well before February 28th, 2025, as different nominees have different processing times.

 

Exercise of directly registered warrants

Holders of warrants series TO 10 who have their holdings directly registered (holdings on a VP account) must notify the exercise of warrants by completing and submitting an application form for the exercise, so that the application form is received by the issuing agent, Nordic Issuing AB, no later than February 28, 2025. The application form is available on the Company’s, Nordic Issuing’s and Västra Hamnen Corporate Finance’s respective websites (https://www.crunchfish.com/investors/equity-raises/, http://www.nordic-issuing.se, http://www.vhcorp.se). Please note that payment for the new shares must be received by Nordic Issuing no later than February 28, 2025, in accordance with the instructions on the application form.

 

Trading in warrants series TO 10

Holders who do not wish to exercise their warrants series TO 10 may sell them on Nasdaq First North Growth Market. The warrants series TO 10 are traded up to and including February 26, 2025, under the short name CFISH TO10 with ISIN code SE0023114665. Warrants series TO 10 that are not exercised on February 28, 2025, at the latest, or sold on February 26, 2025, at the latest, will expire without value.

 

Outcome and delivery of new shares

The outcome of the exercise of warrants series TO 10 will be published via a press release on or around March 4, 2025. Shares that have been subscribed and paid for may be registered on the subscriber’s securities depository as interim shares (IA) until registration of the issue has been completed with the Swedish Companies Registration Office, whereupon the interim shares automatically will be converted into ordinary shares in Crunchfish.

 

Number of warrants, possible proceeds and dilution

The number of warrants series TO 10 amounts to 8,931,034. Upon full exercise of all warrants series TO 10, Crunchfish will receive approximately SEK 5.2 million before issuing costs. Upon full exercise of all warrants series TO 10, the number of shares in Crunchfish will increase with 8,931,034 shares, from 57,508,974 shares to 66,440,008 shares and the share capital will increase with SEK 410,827.564, from SEK 2,645,412.804 to SEK 3,056,240.368. This entails a dilution of approximately 13.4 percent based on the number of shares in Crunchfish after full exercise of all warrants series TO 10.

 

Financial advisor, issuing agent and legal advisor

Västra Hamnen Corporate Finance AB is financial advisor and Nordic Issuing AB act as issuing agent to Crunchfish in connection with the exercise of warrants series TO 10. Setterwalls Advokatbyrå AB is legal advisor.

 

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. An offer to concerned persons to subscribe for units consisting of shares and warrants series TO 10 and TO 11 in Crunchfish has only been made through the EU growth prospectus that Crunchfish published on November 1, 2024.

 

 

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 12:00 CET on February 13th, 2025.

 

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.

 

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Crunchfish publishes year-end report 2024

Group financials2024-10-01
2024-12-31
2023-10-01
2023-12-31
2024-01-01
2024-12-31
2023-01-01
2023-12-31
Net sales (SEK)562 121333 3512 933 125987 834
Profit or loss before tax (SEK)-5 260 555-26 815 005-26 447 006-49 304 600
Earnings per share (SEK)-0,09-0,74-0,60-1,46
Equity-assets-ratio (%)85,8%85,8%85,0%85,0%
Total cash and bank balances (SEK)17 276 24930 725 48317 276 24930 725 483

The report is available as an attached document to this press release as well as through the company’s website.

“We remain optimistic that our unique approach and patented Digital Cash solution will bring us significant business in 2025. With financing in place, we are on track in relation to the business opportunities presented in the prospectus for the rights issue at the end of 2024. Progress has especially happened in our focus market India with the Reserve bank of India, National Payments Corporations of India and leading banks as our unique and patented Digital Cash solution fits the market needs. Securing these business opportunities will have a major impact of Crunchfish’s success in 2025.”, says Joachim Samuelsson, Crunchfish’s CEO.

At 09.00 CET/13.30 IST, a live webinar about the report will be hosted on Zoom where Crunchfish CEO Joachim Samuelsson will be interviewed by chief analyst Martin Dominique from Västra Hamnen Corporate Finance. Please register using this link.

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

For more information, please contact:
Joachim Samuelsson, CEO of Crunchfish AB
+46 708 46 47 88
joachim.samuelsson@crunchfish.com

This information is Crunchfish AB obliged to publish in accordance with the EU Market Abuse Regulation. The information was provided by the contact person above for publication on 13th February 2025 at 08:30 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 the Year-end report 2024 as PDF


Crunchfish receives Swedish patent for quantum-safe offline payments

Crunchfish Digital Cash AB (“Crunchfish”) has received an intention to grant of a patent with no. 546 770 from Swedish Patent and Registration Office (PRV) protecting quantum-resistant security provisions for an offline digital payment. This innovation makes Crunchfish Digital Cash resistant to attacks by quantum computing, keeping payment information secure even after large-scale quantum computers have become available. The patent is valid until March 2042.

 

The advent of large-scale quantum computing offers great promise to science and society but brings also significant threats to the global information infrastructure. Public-Key Infrastructure (PKI), widely used on the internet today, relies upon cryptography that is believed to be secure given the computational power currently available. However, popular cryptographic schemes, including RSA and Elliptic Curve Cryptography, will be easily broken by a quantum computer. This will rapidly accelerate the obsolescence of our currently deployed security systems and will have dramatic impacts on any industry, including payments, where information needs to be kept secure.

 

This patented innovation is based on combining two different data integrity schemes and offers a new paradigm for offline payments that addresses the challenges which can be expected in the era of quantum computing. A two-step process is applied. Offline payments are first negotiated by short-range data communication using a cryptographic hash operation or symmetric cryptography with a shared secret followed by online synchronization by broadband communication using quantum-safe asymmetric cryptography.

 

All information that is transmitted on public channels is vulnerable to eavesdropping. Encrypted data can also be stored for later decryption once quantum computing becomes available. Bitcoin is one example where previously made transactions are accessible by anyone and puts a substantial amount of Bitcoin at risk. Even if large-scale quantum computers are still a few years into the future, preparations must be made now, as the timing when technical innovation leapfrogs is hard to predict.

 

“We are extremely happy that yet another innovation has been deemed patentable. It strengthens Crunchfish leadership in offline payments by making Digital Cash safe for quantum computing attacks. It solves a key problem that must be addressed in the advent of quantum computing”, says Joachim Samuelsson, CEO of Crunchfish.

 

The patent has priority from a Swedish patent application no. 22050413-8 filed in March 2022. It has previsouly received a positive international preliminary report on patentability (IPRP) during the PCT-phase and recently been nationalized in Europe, USA, India and Brazil. 

 

For more information, please contact:

Joachim Samuelsson, CEO of Crunchfish AB

+46 708 46 47 88

joachim.samuelsson@crunchfish.com 

 

This information is such information as Crunchfish AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 15:45 CET on January 21st, 2025.

 

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.

 

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Crunchfish receives European patent for its initial fundamental offline payment innovation

Crunchfish Digital Cash AB (“Crunchfish”) has received a Notice of Allowance from the European Patent Office (EPO) for its initial Digital Cash patent application. Europe is the second major jurisdiction to grant a patent for this innovation following the grant in the US earlier this year. The patent with application number EP 20 916 267.6 is valid until January 2040, 20 years from the original filing date.

A diagram of a cloud computing system

Description automatically generated

 

This patent protects many fundamental aspects of offline payments. The basic premise is that the transaction is digitally signed by the payer from a hardware-based or software-based secure element if there is sufficient balance available and that the transaction is then transferred offline to the payee. Both parties store the digital transaction, which is later sent to the backend when either party gets online access. 

 

This patent application has previously been granted in the US, received a positive International Preliminary Report on Patentability and is also in the process of nationalizing the patent application in India, China, and Taiwan. In Europe, Crunchfish intends to request a European patent with unitary effect (Unitary Patent) that provides uniform patent protection in the 18 EU Member States participating in enhanced cooperation and having ratified the Agreement on a Unified Patent Court. 

 

“It is extremely pleasing that our initial fundamental Digital Cash patent application for offline payments will now also be granted in the Europe. This is strategically important as the patent application has an early priority date from January 2020, the focus on offline payment in Europe with the Digital Euro and other offline payment providers, and that it increases the chances of a grant also in India and China”, says Joachim Samuelsson, CEO of Crunchfish.

 

For more information, please contact:

Joachim Samuelsson, CEO of Crunchfish AB

+46 708 46 47 88

joachim.samuelsson@crunchfish.com 

 

This information is such information as Crunchfish AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 10:45 CET on December 16th, 2024.

 

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.

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The subscription period in Crunchfish’s rights issue begins today and the company invites to a webinar about the rights issue

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.

 

Timetable for the Rights Issue

 

November 6 – November 20, 2024 

Subscription period.

November 6 – November 15, 2024 

Trading in unit rights on Nasdaq First North Growth Market.

November 6 – December 6, 2024

Trading in Paid Subscribed Units (Sw. Betalda tecknade units, “BTU”)

November 22, 2024

Estimated date for publication of the outcome of the Rights Issue.

 

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.

 

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Crunchfish publishes prospectus in connection with forthcoming rights issue

Crunchfish AB (“Crunchfish” or the “Company”) has prepared an EU Growth Prospectus (the “Prospectus”) regarding the 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”).

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. 

A green handshake with a sun behind it

Description automatically generated

 

The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The Prospectus is available on Crunchfish’s website (https://www.crunchfish.com/investors/equity-raises/) and Västra Hamnen Corporate Finance AB’s website (http://www.vhcorp.se), respectively. The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website (http://www.fi.se).

 

Timetable for the Rights Issue

November 4, 2024 

Record date for participation in the Rights Issue.

November 6 – November 20, 2024 

Subscription period.

November 6 – November 15, 2024 

Trading in unit rights on Nasdaq First North Growth Market.

November 6 – December 6, 2024

Trading in BTU.

November 22, 2024

Estimated date for publication of the outcome of the Rights Issue.

 

For complete terms and conditions and information on the Rights Issue, please see the Prospectus.

 

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 12.00 CET on November 1st, 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.

 

 

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