Crunchfish

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 (www.vhcorp.se), Nordic Issuing´s website (www.nordic-issuing.se) and Swedish Financial Supervisory Authority´s website (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, 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.