An EU Growth prospectus (the "Prospectus") has been prepared in connection with the oer to subscribe for B-shares in Flat Capital AB (publ) (the "Company" or "Flat Capital")
(the "Oering"). The prospectus can be obtained at www.atcapital.com and has been approved by the Swedish Financial Supervisory Authority (Finansinspektionen). The app-
roval by the Swedish Financial Supervisory Authority must not be construed as an approval of the oered shares. The prospectus contains a description of risks associated with an
investment in the Company and potential investors are advised to read the prospectus in its entirety before making an investment decision.
Please note that any decision to invest in Flat Capital shall be based on the prospectus in its entirety. The Board of Directors of Flat Capital has prepared the Prospectus in connec-
tion with the Oering and the forthcoming listing on the Nasdaq First North Growth Market. Augment Partners AB is nancial advisor and Certied Adviser in connection with the
Oering. The prospectus is also available at oers.augment.se.
The prospectus contains i.a. a presentation of Flat Capital, the Oering and the risks associated with an investment in Flat Capital and participation in the Oering. This investor
teaser is not intended to replace the Prospectus as a basis for decisions to subscribe for shares in Flat Capital and does not constitute a recommendation to subscribe for shares in
Flat Capital. Investors who want to, or are considering investing in Flat Capital are encouraged to read the Prospectus.
Investor teaser
IPO on Nasdaq First
Noth Growth Market
Flat Capital AB (publ)
2
Investor teaser for Flat Capital AB (publ)
Investment company focusing
on outstanding entrepreneurs
Business model and strategy
Flat Capital was founded in 2013 by Nina and Sebastian
Siemiatkowski. Sebastian is co-founder and CEO of Klarna.
Flat Capital is an investment rm that focuses on busines-
ses with outstanding entrepreneurs in leading positions.
The portfolio consists of thirteen (13) companies where the
largest holdings are Klarna, Budbee and Truecaller.
Flat Capital wants to contribute with long-term capital to
entrepreneur-led companies that are otherwise depen-
dent on investors with a short-term horizon. Flat Capital
is primarily a passive minority owner, the Company's
experience and network are available to the extent of the
entrepreneur’s needs. The investments are made globally,
but a large part of the current portfolio consists of Nordic
companies given its natural proximity.
Flat Capital aims to achieve a well-balanced portfolio over
time. New investment opportunities are analysed conti-
nuously and existing portfolio companies can be supported
in new nancing rounds. Holdings may also be sold if, for
example, a market listing is carried out. Flat Capital has the
opportunity to make several dierent types of investments;
from founding new ventures, to investing in already listed
companies. Each decision is made based upon maximizing
long-term shareholder value. Sustainability factors such as
environment, social responsibility and ethics are important
aspects when assessing future investments opportunities.
Objective
Flat Capital's goal is to maximize shareholders’ long-term
return through the growth of the portfolio's net asset value.
Introduction to Flat Capital
Number of portfolio
companies
Net asset value Operating prot
pro forma H1 2021
MOICRevenue growth
2020
Annualised return
13
184.3
MSEK
68.8
MSEK
53% 5.1x 40.8%
3
Investor teaser for Flat Capital AB (publ)
Co-founder Sebastian
Siemiatkowski:
"The dream of an investor who’s in it for
the long-term, willing to take risks and
who supports founders through thick
and thin. The dream that EVERYONE
in Sweden will have access to the most
exciting companies. That dream now has
a name, Flat."
CEO Hanna Wachtmeister:
"The IPO enables a broad range of
investors to own shares in Flat Capital,
in turn investing in driven, smart and
passionate entrepreneurs, who have the
ability to create outstanding companies. I
am humbled and incredibly excited to be a
part of this journey."
4
Investor teaser for Flat Capital AB (publ)
Strategy and geography
Investment strategy summarised
Outstanding entrepreneurs
Flat Capital invests in outstanding entrepreneurs in leading positions.
Attractive markets
Flat Capital invests in markets with meaningful size and potential, where the companies' growth is driven by under-
lying structural trends.
Growth stage companies
Flat Capital will predominantly invest in growth stage companies.
Minority
Flat Capital primarily pursues minority stakes in the portfolio companies.
Global investments
The investments are made globally, but a large part of the current portfolio consists of Nordic companies given its
natural proximity.
Germany
Share of portfolio: 1.3%
UK
Share of portfolio: 6.5%
USA
Share of portfolio: 3.0%
Sweden
Share of portfolio: 89.2%
The potfolio's geographical spread
5
Investor teaser for Flat Capital AB (publ)
Company
Initial invest-
ment (year)
Total invested
capital (SEK)
Value as of
29 September
2021 (SEK) IRR
1
MOIC
2
Description
N/A
3
N/A 76,900,739 N/A N /A
Bank, payments &
shopping services
2013 2,726,460 66,998,742 61.0% 24.6x
Logtech (tech with
logistical services)
2013 600,600 11,496,240 44.6% 19.1x Telco service platform
2015
4
3,600,314 7,540,137 16.8% 2.1x
Global fashion search
platform
2021 3,462,156 3,462,156 0.0% 1.0x
Materials science for
fashion
2015 817,662 2,343,760 19.2% 2.9x
Multi-mode travel planning
platform
2021 2,100,427 2,100,427 0.0% 1.0x
Productivity infrastructure
for modern software
2015 3,032,545 1,696,163 -10.8% 0.6x
Cross-border e-commerce
solutions
2019 655,088 1,572,211 54.9% 2.4x
AI debt collection for
consumers
2017 602,609 1,544,954 29.0% 2.6x Financial Services Platform
2016 1,008,660 1,205,674 4.3% 1.2x
Multi-media parent
platform for preschools
2018 668,503 1,198,880 23.5% 1.8x
Innovative materials
fashion house
2015 659,871 554,353 -2,9% 0.8x
Global accommodation
platform
Potföljen
19,934,895 178,614,436 40.8%
5
5.1x
5
• Since established in 2013, the current portfolio (excluding Klarna) has had an annualised return of 40.8 percent.
• Besides the companies listed in the overview, Flat Capital has previously invested in additionally ve com-
panies. A total of approximately SEK 1.5 million was invested in three companies that were sold for a total of
SEK47 thousand, i.e. a total loss of approximately SEK 1.5 million.
• The Company has also invested in Depop Ltd. which was sold for SEK 11.5 million in connection with a takeo-
ver bid from Etsy Inc. in 2021, and in Scrive AB which was sold for SEK 1.5 million in 2020.
• In total, excluding Klarna and including all historical investments, Flat Capital has had an annualised return of
38.9 percent.
• The portfolio company Truecaller announced on 15 September 2021 its intention to oat on Nasdaq Stockholm.
Flat Capital's current valuation of its holding in Truecaller is based on a primary transaction in 2019.
• Flat Capital continuously analyses new investment opportunities and an overall assessment of a number of
potential new investments is currently being carried out.
1. IRR stands for internal rate of return, which corresponds to the average annual return on the investment.
2. MOIC stands for Multiple On Invested Capital and it functions as a return measure that compares the present value of an investment with invested capital.
3. The shares in Klarna were added to Flat Capital through a non-cash issue.
4. Added to Flat Capital through a non-cash issue.
5. IRR and MOIC for the existing portfolio. Klarna is excluded from the calculation.
Potfolio overview
6
Investor teaser for Flat Capital AB (publ)
Track-record
• Flat Capital has a strong track record in terms of value
development. Since established in 2013, the current
portfolio (excluding Klarna) has had an annualised return
of 40.8 percent and a MOIC of 5.1x.
• The Company displayed a pro forma operating prot
of SEK 68.8 million during the rst half of 2021 and a
revenue growth of 53 percent for the full year 2020.
Team and network
• The board and management have extensive experience
and thorough understanding of building companies and
investments.
• New opportunities are evaluated in close collaboration
with management and the board, making the investment
process swift but thorough.
• Interesting investment opportunities are continuously
obtained through the team's network, creating a dicult-
to-replicate portfolio.
Flat Capital's strengths
Long term investments
• Flat Capital wants to contribute with genuine long-term
capital to entrepreneur-led companies that are otherwise
dependent on investors with a short-term horizon.
• In the selection process, Flat Capital seeks entrepreneurs
who can create fantastic companies, who are passionate,
and 100 percent dedicated to their companies.
• Flat Capital's experience and network are available to the
extent of the entrepreneur’s needs.
Dicult-to-reach growth companies
• Flat Capital primarily invests in growth stage companies
that operate in a market with signicant potential, where
growth is driven by underlying structural trends.
• Flat Capital provides an opportunity for exposure towards
prominent companies such as Klarna, Budbee and
True¬caller, as well as a number of other interesting
companies both in the Nordics and globally.
7
Investor teaser for Flat Capital AB (publ)
Summary of the Oering and
preliminary timetable
• Nordnet is Selling Agent in the Oering and customers
can register via Nordet's website.
• Furthermore, registration can be made via your custodian
bank, contact your institution for more information.
• Registration can also be made via a registration form
which can be obtained from the websites of Flat Captial
and Nordic Issuing.
• Registration for subscription of shares must take place
during the period 30 September to 13 October.
Size of the Oering:
The Oering amounts to SEK 87.0 million, corresponding to 8,700,000 B-shares, with
an over-allotment option of approximately SEK 13.1 million, corresponding to 1,305,000
B-shares in order to cover a possible over-allotment.
Use of proceeds:
• Investments in new companies, approximately 60–80 percent.
• Investments in existing portfolio companies, approximately 20–40 percent.
Net asset value:
As of 29 September, 2021, Flat Capital has a net asset value including net cash of
SEK184.3 million, which corresponds to SEK 10.12 per share.
Motive:
The motive for the Oering and listing on Nasdaq First North Growth Market is to con-
tinue to create shareholder value by investing in new companies in a structured manner.
Simultaneously, the public is given the opportunity to gain exposure to unlisted compa-
nies that otherwise may be dicult to reach.
Subscription price:
The subscription price in the Oering is SEK 10.00 per share, which corresponds to a
pre-money valuation of the Company of approximately SEK 182.1 million.
Subscription commitment:
Prior to the Oering, key individuals Hanna Wachtmeister (CEO), Björn Petersson (CFO),
Charlotte Runius (Board member) and Amaury de Poret (Board member) have signed
subscription commitments corresponding to a total of SEK 3.85 million.
Underwriting commitment:
The Company's Chairman of the Board Sebastian Siemiatkowski has made an underwri-
ting commitment corresponding to SEK 83.35 million. No compensation is paid for the
underwriting commitment which only will be used if the Oering is not fully subscribed.
In total, the Oering is thus covered by subscription commitments and an underwriting
commitment corresponding to a total of 100 percent.
Minimum subscription:
The minimum subscription is 500 B-shares, corresponding to 5,000 SEK.
Lock-up:
100 percent of the shares in the Company prior to the Oering, as well as all new shares
subscribed for by key individuals, are subject to a lock-up period of 60 months.
Subscription period:
30 September – 13 October 2021
Announcement of outcome:
15 October 2021
Settlement date:
18 October 2021
First day of trading:
20 October 2021
Subscription of shares
