The offer in brief:

●        The Offer includes subscription of 5,900,000 shares in HODL and the price per share has been set at SEK 5 per share (the "Offer"), which is expected to provide HODL with proceeds from the issue of SEK 29.5 million (the "Proceeds").

●        The company's founder, management and board of directors have undertaken to acquire shares corresponding to at least approximately 27 percent (SEK 8 million) of the Offering. In addition, a number of investors have undertaken to subscribe for shares corresponding to 54 percent (SEK 16 million) of the Offer. All in all, subscription commitments correspond to 81 percent of the Offer, provided that the Offer is fully subscribed.

●        The offer and listing of the Company's shares on Spotlight will be directed to the public and institutional investors in Sweden.

●        The application period for the public and institutional investors starts on 27 December 2021 and is expected to end 13 January 2022.

●        The first trading day is expected to be 21 January 2022 and the shares will be traded on Spotlight under the ticker “HODL”.

 

Full terms and conditions and instructions for the Offer are included in the prospectus that the Company has prepared in connection with the Offer and which has today been approved by the Swedish Financial Supervisory Authority and is available in Swedish on the Company's website (www.hodlspac.se). The share can be subscribed for through Avanza, Nordnet and Eminova Fondkommission, which is financial advisor.

Preliminary schedule

Application period: 27 December 2021 - 13 January 2022

Settlement date: 19 January, 2022

First day of trading: 21 January 2022

Background to the Offer and information about HODL

On September 1, 2021, Spotlight launched an updated regulatory framework that introduced an opportunity to list a new type of company on Spotlight, so-called acquisition companies or SPAC. An acquisition company is a company whose purpose is to raise capital through a public issue of shares in connection with a listing and to carry out as attractive an acquisition as possible for the Company's shareholders. The founders have seen the potential to create shareholder value in this structure and have therefore formed HODL.

HODL's main purpose is to carry out an acquisition during an investment period of 24 months([1]) after the first day of trading in the Company's shares on Spotlight.

The company will mainly focus on target companies offering products or services in the blockchain industry; The company is looking for target companies that (i) have a strong competitive position in its industry, which is ideally based on unique technology, (ii) with a proven business model, (iii) and with high revenue growth. The Company intends to acquire 100% of the shares, and at least a majority stake, in one or more unlisted target companies that are primarily headquartered in Europe, but which could have either global or European operations and that the size of an acquisition is intended to be up to a company value of SEK 500 million, and in any case at least 80% of the capital that is in the Deposit Account.

Since the company value of the target companies covered by the investment criteria is higher than the available funds in the Company, additional financing will be required in the form of new issues or debt financing. However, considering the sector's growth potential, it is the Company's assessment that many sellers want to be part of the continued journey and that it is therefore likely that the acquisition may take place entirely, or substantially, as a share transaction.

The regulatory framework for SPAC's gives shareholders more influence over the approval of an acquisition and greater certainty regarding the Proceeds than normal for listed companies. An acquisition must therefore first be approved at a general meeting, by a simple majority, and shareholders who vote against an approved acquisition can request redemption of their shares. Founders, directors and management do not have such a right to redemption of their shares. Furthermore, 90% of the Proceeds will be deposited into a blocked account, which will become available only once an acquisition has been approved by the General Meeting and Spotlight (the "Deposit Account"). The remaining 10% is the working capital of the Company. Finally, if HODL does not find an acquisition and convenes a general meeting within 24 months, the company will be liquidated, and available funds distributed to the shareholders.

HODL believes that the team's network, combined with their understanding of the sector, knowledge of corporate governance, transactions, in a listed and unlisted environment, and the valuation dynamics in these markets make them very well suited to both identify and evaluate attractive acquisition opportunities on behalf of HODL, as well as contribute to the acquired company's long term value accretion.

The company believes that there are advantages to HODL both for investors in the Company and for prospective sellers of target companies. Benefits for an investor include: Exposure to acquisitions of unlisted companies, exposure to an attractive growth sector such as blockchain as well as, a well-composed team with a substantial share of capital invested and lock-up. Benefits for target companies include: An efficient and more predictable listing process, flexibility regarding transaction structure, and all the benefits of a listing with increased awareness and access to the capital market.

CEO and co-founder Vahid Toosi has extensive experience as an entrepreneur and has many years of experience in the blockchain industry. Among other things, he has co-founded the blockchainproject EOS sw/eden, NFT-based games and the tech collective Ghostbusters.

"The blockchain industry with what it brings and enables is one of the greatest innovations of modern times, with possible applications in most areas. With a decentralized technology such as blockchain and Web 3.0, also called Metaverse, the digital map is redrawn. It will provide fewer intermediaries and decentralise ownership and value creation, which will drive growth, productivity and innovation. We have a well-composed team with different competences, and I also believe that we have Europe's first female Chairman of the Board of a SPAC." says Vahid Toosi.

The Chairwoman is Michaela Berglund, who has extensive experience from communication, investments, and IR. She is i.a. the initiator behind the company Feminvest.

"HODL is now looking for companies with big ambitions and an underlying technology with great commercial potential. With HODL, a company gets a more predictable path to listing, which means that the focus can remain on developing the company. The availability of an experienced team, to the capital market and increased awareness can really accelerate the company's development." says Chairwoman Michaela Berglund.

The other members of the Board are Christoffer De Geer, Johan Kjell and Peter Sigfrid. Christoffer has extensive experience from the blockchain industry and has also written books on the subject. Johan Kjell has extensive experience from acquisitions in an unlisted and listed environment, financing and the stock market. Peter Sigfrid has extensive experience from acquisitions, capital raisings, corporate law and governance in a listed and unlisted environment. In addition to the Board of Directors, HODL has two industry experts, Ivan Liljeqvist ("Ivan on Tech") and Stefan Rust (former of CEO Bitcoin.com), as Industrial Advisors.

Listing on Spotlight Stock Market
HODL has been approved for listing on Spotlight, provided that the Offer is fully subscribed and the requirement on number of shareholders is met.

Important information

This press release is not an offer or invitation to acquire or subscribe for any securities in HODL SPAC Europe AB (publ) (the"Company"). This press release shall not, and must not, be distributed outside Sweden. This communication is intended solely for and is aimed at investors resident in Sweden.

All offers related to the securities mentioned in this press release will be made in accordance with a prospectus (the "Prospectus"). This press release is not a prospectus under Regulation (EU) 2017/1129 and Directive 2003/71/EC (together with relevant implementations and delegated regulations "Prospectus Regulation"). Investors should not invest in the securities referred to in this press release without taking into account the information contained in the above-mentioned prospectus. The shares in HODL are not subject to trading or application thereof in any country other than Sweden. The offer in the Prospectus will only be made to the public in Sweden to acquire newly issued shares in the Company. The offer in accordance with the above-mentioned prospectus is not intended for persons whose participation requires additional prospectuses, registration measures or measures other than those resulting from Swedish law.

The securities referred to in this press release have not and will not be registered under the U.S. Securities Act at any time ("U.S. Securities Act." Securities Act") and thus cannot be offered or sold in the United States without registration or in accordance with an exemption from the registration requirements of the United States. Securities Act or securities laws of the relevant state. No offer of shares in the Company will be directed to the public in the United States.

This press release will not be distributed within, and should not be sent to, the United States. The securities described herein have also not been, and will not be registered, under applicable securities laws in Australia, Canada or Japan and may not be offered or sold inside or into, or for the benefit of any person whose registered address is located in or who is located or resident in, Australia, Canada or Japan. There will be no public offering of the securities described herein in Australia, Canada or Japan.

Topics discussed in this press release may contain forward-looking statements. Such statements are all statements that do not relate to historical facts and contain expressions such as "believe," "expect," "assess," "estimate," "intend," "calculated," "shall," "may," "continue," "should”, and other similar expressions." The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that these assumptions were reasonable at the time they were made, such forward-looking statements are subject to known and unknown risks, uncertainties, coincidences and other material factors that are difficult or impossible to predict and are beyond the Company's control. Such risks, uncertainties, coincidences and material factors may cause actual results to differ materially from the results expressly or implicitly stated in this communication through the forward-looking statements. The information, beliefs and forward-looking statements contained in this release are only valid as of the date of this press release and may change without notice.

The Company undertakes no obligation to review, update, confirm or disclose any adjusted view of the forward-looking statements for the purpose of reflecting such events or circumstances arising in relation to the content of this communication.

FOR MORE INFORMATION:

Vahid Toosi

v@hodlspac.se

+46 729 42 48 92

Follow HODL on Twitter: https://twitter.com/hodlspac

Follow HODL on LinkedIn: https://www.linkedin.com/company/hodl-spac

The company ticker is HODL and ISIN SE0017131865

ABOUT HODL SPAC

HODL SPAC AB (Publ) ("HODL") is the first European blockchain SPAC. A Swedish acquisition company, a so-called Special Purpose Acquisition Company (SPAC). HODL aims to acquire a private company within 24 months that can create value for its shareholders over time. Potential target companies include European growth companies with an enterprise value of approximately SEK 500 million. Read more on HODL's website:  http://hodlspac.se