CodeLab Capital AS - acquisition of majority of Cloudya AS - SPA signed
Oslo, 24 October 2025
With reference to the announcement on 7 October 2025 regarding new M&A deal,where CodeLab Capital ("CodeLab") stated, inter alia, that it had reached anunderstanding with the owners of Cloudya AS ("Cloudya") for the acquisition of50% of the shares;
The share purchase agreement is now signed.
o CodeLab acquires 50.06% of Cloudya for a price of NOK 5,006,001,valuingCloudya on a 100% basis to NOK 10 million (the "Transaction"). o The purchase price is settled with 100% in CodeLab shares at NOK 3.30pershare, equal to 1,516,970 shares (subject to lock-up mechanisms). o CodeLab has secured a right to inject NOK 2 million in new equity intoCloudya, to fund commercial activities, for the same pre-money valuation as inthe Transactiono The sellers are entitled to a delayed payment based on fair marketvalue ofCloudya 2-4 years from closing. The delayed payment will be calculated as thefair value per share of Cloudya at that time multiplied by 50% of the numberofshares sold in the Transaction.o The Transaction is subject to standard closing conditions, and closingisexpected in early November.
About CloudyaCloudya is a Norwegian private limited company founded in November 2024. Thefounder has a background from providing cloud solutions to enterprises, lastlywith Nordcloud, an IBM company. As a certified Amazon Partner, Cloudya enablesend-customers to achieve favorable pricing and access to high-qualityconsultingservices. Cloudya is a dedicated AWS partner focused on helping customersmaximize the potential of their AWS environments. The company's mission is toensure customers only pay for what they truly need while getting the mostvalueout of their cloud infrastructure. With a strong focus on cost efficiency,bestpractices, and governance, Cloudya provides Well-Architected Reviews, costoptimization, and AWS funding assistance to ensure each customer's setup issecure, scalable, and optimized for performance.
Initially, Cloudya has focused on the Norwegian market, and part of the growthplan is to expand into other European countries and broaden its serviceofferingto include cloud security, automation, and FinOps. Since inception, the company has reached over NOK 23 million in ARR spreadacross 35 customers. Cloudya expects to reach NOK 40 million ARR next year,witha single-digit net margin and a goal of achieving neutral cash flow by the endof 2026. The company is debt free.
2025 marks a milestone year for Cloudya. The company has been approved as oneofthe few official Launch Partners for the AWS European Sovereign Cloud (ESC),highlighting its technical expertise and commitment to compliance. Cloudya wasalso named winner of Arrow's AWS Distribution-Led Partner Prospecting League(DPL), recognizing its outstanding commercial performance, and recently becamean approved Trend Micro MSP/Reseller Partner, strengthening its cybersecurityand managed services offering.
Cloudya is currently owned by Hofsnes Gruppen Holding AS (60%), Stormast AS(20%), and Salg.co AS (20%). Advokatfirmaet Schjødt AS is acting as legal advisor to CodeLab in connectionwith this Transaction.
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