Flat Capital

Hanna Andreen, CEO, comments
“We are thrilled with the huge interest in the rights issue with more than double demand (!) – a sign of strength and confidence we are looking forward to manage. We want to thank both existing shareholders and also welcome all new investors aboard Flat’s journey with continued investments in world-leading entrepreneur-driven companies!”
 
Preliminary outcome
The preliminary compilation of subscriptions shows that 4,081,417 B shares, corresponding to approx. 64 per cent of the Rights issue, were subscribed for with subscription rights. 9,988,877 B shares, corresponding to approx. 156 per cent of the Rights issue, were subscribed for without subscription rights. The preliminary outcome thereby indicates that the Rights issue is subscribed to approx. 220 per cent. As a result, the Board of Directors will, in accordance with the previous communication in the press release of September 27, 2024, increase the issuance amount through a directed issue to Frankenius Noterat AB and Cicero Fonder who have made subscription undertakings (in addition to their respective pro rata shares, not including any increase in the event of oversubscription), as well as other investors who have subscribed in the Rights issue. Flat thereby receives total issue proceeds of approx. SEK 140 million before issue costs.
 
The Rights issue in brief
Those who were registered as shareholders on the record date, November 5, 2024, received one (1) subscription right for each existing B share held in the Company. Seven (7) subscription rights entitled to subscription for one (1) new B share. In addition, investors had the option to register for subscription of shares without subscription rights. The subscription period for the Rights issue commenced on November 7 and ended on November 21, 2024, and the subscription price in the Rights issue was SEK 12.50 per share.
 
Final outcome and notice of allocation
Notice of allocation to investors who have subscribed for shares without subscription rights is expected to be sent in connection with the publication of the final outcome on November 26, 2024. Subscribed and allotted shares should be paid on the settlement day, November 28, 2024, at the latest, in accordance with the instructions on the settlement note. Shareholders with a share deposit will receive notification of allocation and payment in accordance with their respective custodian’s routines.
 
Trading with BTA and conversion of BTA into shares
Trading in paid subscribed shares (“BTA”) continues until the registration of the Rights issue at the Swedish Companies Registration Office, which is expected to take place around week 49, 2024. BTAs will be converted into B shares after the Rights issue has been registered.
 
Decision to increase the issuance amount
In light of the oversubscribed Rights issue, the Board of Directors will, following a resolution on the allocation and based on the authorisation from the annual general meeting in Flat on May 6, 2024, increase the issuance amount through a directed issue. In accordance with the Company's press release in connection with the announcement of the Rights issue on September 27, 2024, the subscription price in the directed issue corresponds to the subscription price in the Rights issue of SEK 12.50 per share. The directed issue is, according to the preliminary outcome, expected to amount to 4,800,000 B-shares, corresponding to SEK 60 million. Through the Rights issue and the directed issue, Flat will in total raise approx. SEK 140 million before issue costs through the issue of 11,201,101 new B shares.
 
Number of shares and share capital
Through the Rights issue and the directed issue, based on the preliminary outcome, the number of shares in the Company will increase by 11,201,101, from 49,067,041 to 60,268,142, and the share capital will increase by SEK 560,055.05, from SEK 2,453,352.05 to SEK 3,013,407.10.
 
Advisers
Augment Partners is acting as financial advisor and Advokatfirman Cederquist KB is acting as legal advisor in connection with the Rights issue.
 
For questions, please refer to:
Hanna Andreen, CEO, hw@flatcapital.com, +46 (0) 73 353 44 66.

Certified Adviser
Flat’s Certified Adviser is Augment Partners AB, info@augment.se, +46 (0)8 604 22 55.
 
About Flat
Flat Capital is an investment company that focuses on growth stage companies with prominent entrepreneurs in leading positions and primarily makes investments through its network of world-class investors and entrepreneurs. The company was founded in 2013 by entrepreneurs Nina and Sebastian Siemiatkowski (founders and CEOs of Milkywire and Klarna, respectively) and is led by CEO Hanna Andreen together with an experienced board of directors. Examples of portfolio companies include OpenAI, Klarna, SpaceX, Instabee, DeepL and Figma. The company aims to provide long-term capital and is essentially a passive minority shareholder, while Flat Capital's experience and network are available to the extent the entrepreneur wishes. The aim is to facilitate successful company building and enable exposure to otherwise hard-to-reach and promising companies.
 
More information is available at www.flatcapital.com.
 
Important information
The offer is not directed to persons resident in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Great Britain or in any other jurisdiction where participation would require a prospectus, registration or other measures than those required by Swedish law. Accordingly, this press release may not be published or distributed, directly or indirectly, in the above-mentioned jurisdictions or in any other jurisdiction where such action is wholly or partly subject to legal restrictions. The information in this press release may not be forwarded, reproduced or displayed in a manner contrary to such restrictions. Failure to comply with this instruction may constitute a violation of applicable securities laws.

The publication, release or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U. S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States.

This press release has not been approved by any regulatory authority in any jurisdiction. Any investment decision should, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, be made solely on the basis of the information contained in the Prospectus. Accordingly, investors are advised to read the entire Prospectus. This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares.

To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words such as "will", "expect", "believe", "estimate", "intend", "should", "assume" and similar expressions. Such statements express the Company's intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and projections that the Company has made to the best of its ability but which the Company does not claim will be accurate in the future. Forward-looking statements involve risks and uncertainties that are difficult to predict and generally cannot be influenced by the Company. It should be kept in mind that actual events or outcomes may differ materially from those contemplated or expressed in such forward-looking statements.

Note: This is a non-official translation of the Swedish original text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.