Bulletin from the Extraordinary General Meeting held on 23 December 2025 in ACROUD AB

Acroud's Extraordinary General Meeting approved a directed share issue to RIAE Media Ltd by way of set‑off, increasing share capital by up to EUR 317,636.938761 through issuance of up to 82,222,500 new shares at a subscription price of approximately EUR 0.018 (SEK 0.20, EUR/SEK 10.963). The EGM also approved a related‑party amendment to a vendor loan note with RIAE Media Ltd. The transaction is dilutive at the quoted price and introduces related‑party governance considerations that may pressure the share price and influence investor positioning.

Analysis

Market structure: The directed issue of up to 82.22M shares at ~€0.018 (SEK0.20) to related party RIAE Media is a clear dilutive liquidity move — immediate winners are the related-party creditor (deleveraged/converted) and short-term cash flow; losers are existing minority shareholders and share price liquidity. Expect near-term sell pressure of 10–30% on announcement given small‑cap float dynamics and likely thin trading; pricing power and market share in iGaming affiliate listings are unchanged operationally but equity economics worsen.

Risk assessment: Tail risks include repeated related‑party recapitalizations, regulatory scrutiny in regulated iGaming markets (UK/SE/MT), or a governance inquiry that could wipe out equity (10–100% downside). In days–weeks, primary risk is forced selling and volatility; in months–years, execution risk (monetization of traffic and SaaS) and further dilution determine equity returns. Hidden dependency: the financing likely ties to vendor/debt terms and conditional earn‑outs — check vendor loan amendment for maturities, covenants and conversion triggers.

Trade implications: Tactical short bias and volatility trades are preferred — direct long only if you can verify post‑issue pro forma shares and a credible revenue use‑case. Options/puts (1–3 month expiries) are appropriate if liquid; if illiquid, use small CFD/borrowed short positions. Cross‑asset: negligible bond/commodity impact; SEK/EUR FX moves immaterial except for reporting translation and small FX risk to Swedish investors.

Contrarian angles: The market may over-penalize operational value (traffic, SaaS) and underprice recovery if proceeds materially extend runway and reduce cash interest — if dilution <15% and vendor loan conversion removes high coupon debt, upside of 30–60% could re-emerge over 6–12 months. Historical parallels: small-cap related‑party dilutions often probe governance and compress multiples for 3–12 months before fundamentals re-rate, so event‑driven horizon matters.

Key Decisions for Investors

• Establish a tactical short position in ACROUD (Nasdaq First North) sized 1–3% of portfolio notional via borrow/CFD targeting 25% downside within 2–8 weeks; place stop-loss at +12% above entry and scale to full size only while borrow remains available.
• If liquid options exist, buy 1–3 month put protection ~25–35% OTM (limit cost to <1.5% of position notional) to capture anticipated volatility spike; if options illiquid, prefer small short via CFD instead.
• Execute a sector pair trade: short ACROUD vs long Entain (ENT.L) 1:1 notional for 3–6 months to neutralize sector/consumer-gaming beta; trim pair if ACROUD pro forma dilution is <15% or if vendor loan amendment removes conversion rights.
• Obtain pro forma shares outstanding and the full vendor loan amendment within 7–14 days; if issuance implies >20% dilution or insiders sell >5% within 30 days, increase hedge/short to 3–5% portfolio and consider event-driven activism/engagement for governance remedies.