Crunchfish AB (”Crunchfish” or the ”Company”) announces that the rights issue of shares resolved by the board of directors on September 20th, 2023 and approved by the extraordinary general meeting on October 9th, 2023 (the ”Rights Issue”), has now been registered with the Swedish Companies Registration Office (Sw. Bolagsverket). Paid subscribed shares (Sw. betalda tecknade aktier, “BTA”) will thus be replaced by ordinary shares. The last day of trading in BTA is November 17th, 2023 and new shares are expected to be booked into the respective custody/VP account on 23rd November, 2023. The record date for the conversion from BTA to ordinary shares is November 21st, 2023.

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 last day of trading in BTA is Friday, November 17th, 2023. The new shares are expected to be booked into the respective custody/VP account on Thursday, November 23rd, 2023.

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 15th, 2023.

About Crunchfish – crunchfish.com
Crunchfish is a deep tech company developing a Digital Cash platform for Banks, Payment Services and CBDC implementations and Gesture Interaction technology for AR/VR and automotive industry. Crunchfish is 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 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, Denmark, Finland and Norway. Any invitation to the persons concerned to subscribe for shares in Crunchfish has only been made through the EU Growth Prospectus that was prepared due to the Rights Issue and published by the Company on its website, https://www.crunchfish.com, on October 16th, 2023 (the “Prospectus”). 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 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.

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 or other securities in Crunchfish have been registered, and no shares 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 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 or other securities (“Securities”) is made in other countries than Sweden, Denmark, Finland and Norway. 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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The board of directors of Crunchfish AB (“Crunchfish” or the “Company”) today announces the outcome of the rights issue that was announced on September 20th, 2023 (the “Rights Issue”). In total, 1,591,763 shares, corresponding to approximately 14.5 percent of the Rights Issue, were subscribed for by exercise of subscription rights. In addition, 14,925 shares, corresponding to approximately 0.1 percent of the Rights Issue, were subscribed for without subscription rights. The remaining 5,001,051 shares, corresponding to approximately 45.4 percent of the Rights Issue, were subscribed for by guarantors. The Rights Issue was thus subscribed for to approximately 60 percent and Crunchfish will thereby receive approximately SEK 51.2 million before issue-related costs.

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.

Outcome
The Rights Issue comprised a maximum of 11,013,055 shares, of which 1,591,763 shares, corresponding to approximately 14.5 percent of the Rights Issue, were subscribed for by exercise of subscription rights. In addition, 14,925 shares, corresponding to approximately 0.1 percent of the Rights Issue, were subscribed for without subscription rights. The remaining 5,001,051 shares, corresponding to approximately 45.4 percent of the Rights Issue, were subscribed for by guarantors that had issued guarantee commitments in connection with the Rights Issue. The Rights Issue was thus subscribed for to approximately 60 percent and Crunchfish will thereby receive approximately SEK 51.2 million before issue-related costs.

Allocation notice
Allocation of shares has been made in accordance with the principles stated in the EU Growth Prospectus that was prepared due to the Rights Issue and published by the Company on October 16th, 2023 (the “Prospectus”). Subscribers who are allocated shares subscribed for without subscription rights will receive an allocation notice in the form of a contract note. Payment for such shares is to be made in accordance with the instructions set out in the contract note.

Trading in BTA
Trading in Paid Subscribed Shares (Sw. “BTA”) is currently conducted on Nasdaq First North Growth Market and will end when the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket). Registration with the Swedish Companies Registration Office is expected to take place around week 46, 2023.

Changes in the number of shares and share capital
When the Rights Issue has been registered with the Swedish Companies Registration Office, the number of shares in the Company will increase with 6,607,739 shares, from 33,039,167 shares to 39,646,906 shares, and the share capital will increase with SEK 303,955.994, from SEK 1,519,801.682 to SEK 1,823,757.676.

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 20:00 CET on November 2nd, 2023.

About Crunchfish – crunchfish.com
Crunchfish is a deep tech company developing a Digital Cash platform for Banks, Payment Services and CBDC implementations and Gesture Interaction technology for AR/VR and automotive industry. Crunchfish is 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 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, Denmark, Finland and Norway. Any invitation to the persons concerned to subscribe for shares in Crunchfish has only been made through the Prospectus that Crunchfish published on 16th October 2023 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 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.

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 or other securities in Crunchfish have been registered, and no shares 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 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 or other securities (“Securities”) is made in other countries than Sweden, Denmark, Finland and Norway. 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 has completed an integration of Digital Cash with the Mojaloop payment platform. Financial service providers will now be able to offer its users the ability to perform payments with Mojaloop even when offline. Mojaloop fits very well with Crunchfish’s ambition to expand its presence outside India and to increase financial inclusion across the globe.

Mojaloop Foundation is a charitable nonprofit and maintains its free, open-source software Mojaloop and the surrounding community as a public goods in service of financial inclusion. Mojaloop serves as a reference model for creating interoperable payments platforms connecting all digital financial providers and customers, especially the financially excluded. With an initial focus in Africa, the foundation is expanding its engagement where there is the greatest opportunity to directly affect financial inclusion through interoperable payments, looking to address the critical challenges faced by underserved communities.

By adding offline payment capabilities through Digital Cash, these underserved communities will no longer be dependent on telecom and internet infrastructure to be able to perform mobile payments, which further strengthens Mojaloop Foundation’s mission to increase financial inclusion. Crunchfish will work together with the Mojaloop Foundation to engage with digital financial service providers, regulators, non-governmental organizations and governmental offices, including CBDC initiatives.

Mojaloop was designed by a team of leading tech and fintech companies: Coil, Crosslake Technologies, Dwolla, ModusBox, Ripple, and Software Group with support and funding from the Bill & Melinda Gates Foundation.

A demo movie showing the Crunchfish Digital Cash showcase app integrated with Mojaloop is available at this link.

“We are very proud to now be part of the Mojaloop community. Digital Cash is a great step towards financial inclusion as it enables users to pay with a mobile phone, even when there is lack of telecom and internet infrastructure. The Mojaloop Foundation focuses on the same markets as we see great interest in for Digital Cash, which forms a perfect base for our collaboration.", says Joachim Samuelsson, Crunchfish’s CEO.

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

The information was submitted for publication, through the agency of the contact person set out above, at 11:30 CET on October 30th, 2023.

About the Mojaloop Foundation – https://mojaloop.io/
The Mojaloop Foundation’s mission is to increase financial inclusion by empowering organizations creating interoperable payment systems to enable digital financial services for all. To achieve its mission, Mojaloop Foundation operates as a 501(c)(3) charitable nonprofit organization, maintaining its free, open source software, Mojaloop, and community as public goods in the service of financial inclusion. Merchants, banks, providers, government offices and other entities looking to build inclusive payments platforms can use Mojaloop – whole, adapted or as a real-time payments reference model.

About Crunchfish – crunchfish.com
Crunchfish is a deep tech company developing a Digital Cash platform for Banks, Payment Services and CBDC implementations and Gesture Interaction technology for AR/VR and automotive industry. Crunchfish is 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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The last day to subscribe for shares in Crunchfish AB’s (“Crunchfish” or the “Company”) rights issue of approximately SEK 85 million before issue costs (the “Rights Issue”) is November 1st, 2023. The last day to subscribe for shares without subscription rights via Avanza and Nordnet is tomorrow, October 31st, 2023.

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.

Terms and conditions for the Rights Issue

On October 9th, 2023, the Extraordinary General Meeting approved to carry out the Rights Issue in accordance with the following main terms:

• The subscription price is SEK 7.75 per share.
• Anyone who, on the record date, October 16, 2023, was listed in the share register maintained by Euroclear Sweden AB, has preferential rights to subscribe for shares in the Rights Issue in relation to previous holdings of shares.
• One (1) existing share in Crunchfish, held on the record date, entitled to (1) subscription right. Three (3) subscription rights entitle to subscription of one (1) newly issued share in the Company.
• The Rights Issue comprises a maximum of 11,013,055 shares.

Subscription and guarantee commitments

The Company’s second largest shareholder Corespring Invest AB (represented by Chairman of the Board, Göran Linder), which holds 18.1 percent of the shares in the Company, has committed to subscribe for SEK 7.5 million, corresponding to approximately 9 percent of the Rights Issue. According to the subscription commitment, the subscription commitment is to be fulfilled through set-off against the outstanding capital amount of the loan disbursed by Corespring Invest AB to the Company in August, 2023. No compensation is paid for the subscription commitment. In addition, Nordic Underwriting ApS, Buntel AB and Formue Nord Markedsneutral A/S have undertaken to guarantee in the aggregate approximately SEK 43.7 million, corresponding to approximately 51 percent of the Rights Issue, which means that the Rights Issue is covered by subscription commitments and guarantee commitments up to 60 percent. For the guarantee commitments, the guarantors will receive cash payment of 12 percent of the guaranteed amount or, alternatively, 12 percent of the guaranteed amount in the form of newly issued shares in the Company, on the same terms as shares issued in the Rights Issue.

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 October 16th, 2023. 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).

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 CEST on October 30th, 2023.

About Crunchfish – crunchfish.com

Crunchfish is a deep tech company developing a Digital Cash platform for Banks, Payment Services and CBDC implementations and Gesture Interaction technology for AR/VR and automotive industry. Crunchfish is 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 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, Denmark, Finland and Norway. Any invitation to the persons concerned to subscribe for shares in Crunchfish has only be made through the Prospectus that Crunchfish published on 16 October 2023 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 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 or other securities in Crunchfish have been registered, and no shares 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 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 or other securities (“Securities”) is made in other countries than Sweden, Denmark, Finland and Norway. 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 Group CEO Joachim Samuelsson will present Crunchfish’s pioneering Digital Cash solution at Aktieportföljen Live today on Tuesday, October 24. The focus is on Crunchfish’s unique ability to deliver secure and scalable offline payments for digital wallets and CBDC implementations in India and other parts of the world.

Crunchfish is currently financing the company by a rights issue. The subscription period has started and ends on November 1st, 2023. Crunchfish is pleased to participate today at Aktieportföljen Live, a digital event for professional and private investors in Sweden and Denmark. The Crunchfish presentation will be in English. Watch the presentation live via this link between 14:45-15:15 CEST, including a 10-minute moderator Q&A session.

Prospectus, a teaser and information on how to subscribe for shares regarding Crunchfish rights issue is available at https://www.crunchfish.com/investors/equity-raises/.

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 10:30 CEST on October 24th, 2023.

About Crunchfish – crunchfish.com

Crunchfish is a deep tech company developing a Digital Cash platform for Banks, Payment Services and CBDC implementations and Gesture Interaction technology for AR/VR and automotive industry. Crunchfish is 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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On October 16th 2023, Crunchfish AB (“Crunchfish”) published an EU Growth Prospectus in Swedish (the “Prospectus”) regarding the rights issue announced through a press release on September 20th, 2023 (the “Rights Issue”). Erroneously, information concerning inventions related to the Company’s operations within Digital Cash was included in a table relating to the Company’s gesture control business in the Prospectus.

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.

Due to the erroneous inclusion of information concerning inventions related to the Company’s operations within Digital Cash in a table relating to the Company’s gesture control business in the Prospectus, the following table replaces the table on page 31 of the Prospectus regarding patents related to the Company’s gesture control business:

The correction does not apply to the English version of the Prospectus.

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 CEST on October 24th, 2023.

About Crunchfish – crunchfish.com

Crunchfish is a deep tech company developing a Digital Cash platform for Banks, Payment Services and CBDC implementations and Gesture Interaction technology for AR/VR and automotive industry. Crunchfish is 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 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, Denmark, Finland and Norway. Any invitation to the persons concerned to subscribe for shares in Crunchfish has only be made through the Prospectus that Crunchfish published on 16 October 2023 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 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 or other securities in Crunchfish have been registered, and no shares 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 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 or other securities (“Securities”) is made in other countries than Sweden, Denmark, Finland and Norway. 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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