NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Crunchfish AB (publ) ("Crunchfish" or the "Company") today announces the outcome of the rights issue of shares, which was announced on 31 March 2026 (the "Rights Issue"). The outcome shows that the Rights Issue has been subscribed to a total of 120 percent, of which approximately 39 percent were subscribed for with subscription rights, and approximately 81 percent were subscribed for without subscription rights. The Rights Issue is thus oversubscribed and Crunchfish will receive gross proceeds of approximately SEK 15 million before issuing costs.
The subscription period in the Rights Issue ended on 27 April 2026, and the outcome shows that 1,968,342 shares, equivalent to approximately 39 percent of the Rights Issue, were subscribed for with subscription rights. In addition, 4,068,752 shares were subscribed for without subscription rights, equivalent to approximately 81 percent of the Rights Issue. The Rights Issue is thus oversubscribed and the total subscription amounts to 6,037,094 shares, corresponding to 120 percent of the Rights Issue. The subscriptions with and without subscription rights include the subscriptions under the subscription undertakings issued by Granitor Growth Management AB ("Granitor Growth") and Joachim Samuelsson. For further details on the subscriptions, see the table below. Through the Rights Issue, the Company will receive gross proceeds of approximately SEK 15 million before deduction of issue costs of approximately SEK 0.5 million.
Category | Total subscription | Allocated with rights | Subscription without rights | Allocated without rights | Total allocation |
Granitor Growth | 4,000,000 | 974,774 | 3,025,226 | 2,896,252 | 3,871,026 |
Joachim Samuelsson | 1,022,122 | 43,548 | 978,574 | 129,389 | 172,937 |
Other subscribers | 1,014,972 | 950,020 | 64,952 | 28,139 | 978,159 |
In total | 6,037,094 | 1,968,342 | 4,068,752 | 3,053,780 | 5,022,122 |
The Rights Issue was from the start subscribed to 100% by Granitor Growth, a company in which Crunchfish's Chairman of the Board serves as CEO (80%) and Crunchfish's CEO Joachim Samuelsson (20%) and has become oversubscribed by other subscribers, amounting to a total subscription of 120%. This demonstrates a strong support alongside the committed insider backing by the Chairman and CEO of the Company.
"Just one month after launching the Rights Issue, we reached a key milestone today with the allocation of shares. As a strong show of confidence in Crunchfish, myself as CEO and Granitor Growth led by Crunchfish's Chairman Göran Linder as CEO, subscribed for all shares in this Rights Issue, at a price set 10% above the March average trading level. I want to thank many other shareholders for stepping up and also recognize Setterwalls Advokatbyrå and Nordic Issuing for delivering an excellent, fast process."
- Joachim Samuelsson, CEO of Crunchfish.
Allocation notice
Notification of allocation of shares subscribed for with subscription rights will be sent shortly to those who have been allocated shares through a settlement note. The subscribed and allocated shares must be paid according to the instructions on the settlement note. Shareholders registered with a nominee will be notified of their allocation in accordance with the nominee's procedures. Allocation of shares subscribed for without subscription rights has been carried out in accordance with the principles set out in the information memorandum published by the Company on 9 April 2026.
Number of shares and share capital
Through the Rights Issue, the share capital in the Company increases by SEK 231,017.6120, from SEK 3,580,772.9860 to SEK 3,811,790.5980, and the number of shares increases by 5,022,122 shares, from 77,842,891 to 82,865,013 shares, corresponding to a dilution effect of approximately 6.06 percent of the capital and votes in the Company.
Trading in BTA
Trading in paid subscribed shares (BTA) is currently conducted on Nasdaq First North Growth Market up to and including 13 May 2026. The ISIN code for the BTA is SE0028450544. Thereafter, BTA will be converted into shares and admitted to trading on Nasdaq First North Growth Market.
Advisors
Crunchfish has engaged Setterwalls Advokatbyrå AB as legal advisor in connection with the Rights Issue and Nordic Issuing AB as issuing agent in connection with the Rights Issue.
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, on 28 April 2026 at 15:00 CEST.
Västra Hamnen Corporate Finance AB is Certified Adviser. Email ca@vhcorp.se. Telephone +46 40 200 250.
About Crunchfish - crunchfish.com
Crunchfish is a deep fintech company developing patented governed offline payments technology for payment systems, banks, and payment applications. Its reservation-based Layer-2 architecture enables offline payments to operate as digital money, preserving central ledger authority, bounded exposure, and liquidity anchored within regulated institutions. By structurally aligning banking economics, scalable deployment, and governance continuity, Crunchfish enables offline capability at institutional scale without creating parallel forms of money or unmanaged credit risk. Crunchfish is listed on the Nasdaq First North Growth Market.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Crunchfish in any jurisdiction, neither from Crunchfish nor from someone else.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Neither a prospectus nor an information document in the form prescribed in Annex IX to the Prospectus Regulation has been prepared in connection with the Rights Issue.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.
This press release does not constitute or form part of an offer or solicitation to purchase 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 US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable 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. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
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" 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"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Growth Market's rule book for issuers.
