Crunchfish carries out a rights issue of approximately SEK 85 million

Crunchfish AB (“Crunchfish” or the “Company”), listed on Nasdaq First North Growth Market (“Nasdaq First North”), has today, September 20, 2023, subject to a subsequent approval by the Extraordinary General Meeting on October 9, 2023, resolved to carry out a new issue of shares with preferential rights for existing shareholders of approximately SEK 85 million before issue costs (the ”Rights Issue”). The Rights Issue is covered by subscription commitments and guarantee commitments up to approximately 60 percent from Corespring Invest AB, Nordic Underwriting ApS, Buntel AB and Formue Nord Markedsneutral A/S. The Rights Issue requires approval at the Extraordinary General Meeting on October 9, 2023. Notice of the Extraordinary General Meeting will be published in a separate press release. Due to the Rights Issue, the Company has also decided to postpone the publication of the interim report for the third quarter of 2023 from November 15, 2023 to November 30, 2023.

The Rights Issue in brief

• The subscription price is SEK 7.75 per share.
• One (1) existing share in Crunchfish entitles 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.
• The subscription period for subscription of new shares runs from and including October 18, 2023, to and including November 1, 2023.
• The record date for participation in the Rights Issue is October 16, 2023.
• The Rights Issue will, upon full subscription, provide the Company with approximately SEK 85 million prior to deduction of issue costs.
• The Company’s second largest shareholder Corespring Invest AB 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. 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 secured to approximately 60 percent.
• For 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, at the same terms as shares issued in the Rights Issue. No compensation is paid for the subscription commitment.
• The Company intends to publish a prospectus regarding the Rights Issue around October 16, 2023 (the “Prospectus”).

Background and reason for the Rights Issue

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 since 2016, with headquarters in Malmö, Sweden and with a subsidiary in India.

Any public good in the society like the electricity, internet or telecom must be carefully designed to be resilient despite temporary outages. Digital payments are also a public good, but it is not as robust as it should be given its critical role in society. Crunchfish Digital Cash solves that by providing resilience through offline payments so that a payment can take place even if the parties lack internet connections or if the backend services are down. This is as important for private payment services as well as Central Bank Digital Currency (CBDC) implementations.

Crunchfish signed its breakthrough order at the end of June for its patented Digital Cash solution with IDFC FIRST Bank in India. This has initially been implemented by IDFC FIRST Bank for CBDC in India and was showcased during Global Fintech Fest (GFF) in early September. It was key for Crunchfish to secure a banking partner in India as only the banking apps carries the digital rupee and since it is only the banks that may post transactions on the UPI payment rail. Instant payments with UPI dominate the payment landscape in India and reached more than 10 billion transactions in August. National Payments Corporation of India (NPCI) launched UPI Lite X at GFF to facilitate offline payments. Crunchfish welcomes NPCI’s focus on offline payments and believes Digital Cash compliments UPI Lite X with a more secure and versatile offline payment solution for the Indian payment ecosystem. Outside of India, Crunchfish see great potential for Digital Cash in South-East Asia, Africa and Latin America and in countries with CBDC implementations.

The most significant and disruptive happening within Gesture Interaction happened in June this year. Apple Vision Pro was announced, sparking a race towards new use cases, experiences, and fortunes. Companies worldwide are scaling up and positioning themselves to ride this wave to success. Crunchfish Gesture Interaction products have been ready for this for some time and now we gear up to meet these demands. Our products are proven in the market with many commercial agreements and implementations together with partners like Ximmerse, Lenovo and Oppo. Now is the chance for Crunchfish Gesture Interaction’s growth to accelerate by starting to scale up and capture the new market opportunities. Our lean and efficient organization combined with our versatile product platform puts us in pole position to leverage these opportunities. We notice the excitement in the market after the Apple Vision Pro launch and Crunchfish is ready to deliver “the pinch” and many more gestures to customers and partners to create intuitive and immersive experiences.

To ensure the Company’s working capital needs, and to execute on the market potential of Digital Cash via accelerating current integration projects and thereby focusing on building long-term shareholder value, the Board has resolved to carry out the Rights Issue.

Use of proceeds

Upon full subscription of the Rights Issue, the Company receives net proceeds of approximately SEK 75.2 million after deduction of issue costs of approximately SEK 10.2 million. The net proceeds will then be used to pay off the loan to Corespring Invest AB through set-off, for an amount of SEK 7.5 million, whereafter the remaining proceeds are intended to be used for the following purposes in order of priority:

• Approximately 70 percent will be used for development, marketing and sales efforts.
• Approximately 30 percent will be used for working capital.

Terms and Conditions for the Rights Issue

The Board of the Company has resolved, subject to a subsequent approval at an Extraordinary General Meeting in the Company on October 9, 2023, to carry out the Rights Issue in accordance with the following main terms:

• The subscription price is SEK 7.75 per share.
• One (1) existing share in Crunchfish entitles to (1) subscription right. Three (3) subscription rights entitle to subscription of one (1) newly issued share in the Company.
• The Rights Issue comprise a maximum of 11,013,055 shares.
• The subscription period for subscription of new shares runs from and including October 18, 2023, to and including November 1, 2023.
• Anyone who, on the record date October 16, 2023, is 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.
• The Rights Issue will, upon full subscription, provide the Company with approximately SEK 85 million prior to deduction of issue costs.
• If not all shares are subscribed with the support of subscription rights, the allocation of the remaining shares within the framework of the Rights Issue’s maximum amount shall take place: primarily to those who have subscribed for shares with the support of subscription rights (regardless of whether they were shareholders on the record date or not) and who have registered an interest in subscription of shares without the support of subscription rights and in the event that allocation to these cannot take place in full, allocation must be made pro rata in relation to the number of subscription rights that each of those who have declared an interest in subscribing to shares without the support of subscription rights used for subscription of shares; secondarily to others who subscribed for shares in the Rights Issue without the support of subscription rights and in the event that allocation to these cannot take place in full, allocation must be made pro rata in relation to the total number of shares for which the subscriber has registered for subscription; and thirdly to those who have submitted guarantee commitments regarding the subscription of shares, in proportion to such guarantee commitments. To the extent that allocation in any stage according to above cannot be done pro rata, allocation shall occur by drawing lots.
• Through the Rights Issue, the number of shares in Crunchfish will increase by a maximum of 11,013,055 shares, from 33,039,167 shares to 44,052,222 shares, and the share capital will increase by a maximum of SEK 506,600.530, from SEK 1,519,801.682 to SEK 2,026,402.212.
• The Rights Issue entails a dilution of approximately 25 percent for the shareholders who do not participate in the Rights Issue.
• Trading in Paid Subscribed Shares (Sw. “BTA”) is expected to take place on Nasdaq First North from October 18, 2023, until conversion to shares takes place after 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.

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 secured to approximately 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, at the same terms as shares issued in the Rights Issue.

In order to enable the issue of shares as guarantee compensation to the guarantors who choose to receive guarantee compensation in the form of newly issued shares, the Board has proposed that the Extraordinary General Meeting on October 9, 2023, which is proposed to resolve on approval of the Rights Issue, also resolves to authorize the Board to resolve on the issue of such shares to guarantors.

Preliminary timetable for the Rights Issue

October 9, 2023	Extraordinary General Meeting.
October 12, 2023	Last day of trading in the share with the right to participate in the Rights Issue.
October 13, 2023	First day of trading in the share without the right to participate in the Rights Issue.
October 16, 2023	Publication of the Prospectus (expected).
October 16, 2023	Record date for participation in the Rights Issue.
October 18 – November 1, 2023	Subscription period.
October 18 – October 27, 2023	Trading in subscription rights on Nasdaq First North.
October 18, 2023 – Until the Rights Issue is registered at the Swedish Companies Registration Office	Trading in BTA.
November 3, 2023	Estimated date for publication of the outcome of the Rights Issue

Extraordinary General Meeting

The Board’s resolution on the Rights Issue is subject to approval by the Extraordinary General Meeting on October 9, 2023. Notice of the Extraordinary General Meeting will be announced in a separate press release.

New date for publication of the Q3 report

Due to the Rights Issue, the Company has decided to postpone the publication of the interim report for the third quarter of 2023 from November 15, 2023 to November 30, 2023.

The Prospectus

Complete terms and conditions for the Rights Issue and other information about the Company will appear in 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 issuer agent in connection with the Rights Issue.

For more information:

Joachim Samuelsson, CEO of Crunchfish AB

+46 708 46 47 88

[email protected]

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 06:00 CEST on September 20, 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: [email protected] +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 will only be made through the Prospectus that Crunchfish estimates to publish on 16 October 2023 on Crunchfish’s website, www.crunchfish.com. The upcoming 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.