CodeLab Capital AS – acquisition of majority of Cloudya AS – SPA signed

24 Oct 2025 07:30 CEST

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 an
understanding with the owners of Cloudya AS (“Cloudya”) for the acquisition of
50% of the shares;

The share purchase agreement is now signed.

• CodeLab acquires 50.06% of Cloudya for a price of NOK 5,006,001, valuing
Cloudya on a 100% basis to NOK 10 million (the “Transaction”).
• The purchase price is settled with 100% in CodeLab shares at NOK 3.30 per
share, equal to 1,516,970 shares (subject to lock-up mechanisms).
• CodeLab has secured a right to inject NOK 2 million in new equity into
Cloudya, to fund commercial activities, for the same pre-money valuation as in
the Transaction
• The sellers are entitled to a delayed payment based on fair market value of
Cloudya 2–4 years from closing. The delayed payment will be calculated as the
fair value per share of Cloudya at that time multiplied by 50% of the number of
shares sold in the Transaction.
• The Transaction is subject to standard closing conditions, and closing is
expected in early November.

About Cloudya
Cloudya is a Norwegian private limited company founded in November 2024. The
founder has a background from providing cloud solutions to enterprises, lastly
with Nordcloud, an IBM company. As a certified Amazon Partner, Cloudya enables
end-customers to achieve favorable pricing and access to high-quality consulting
services. Cloudya is a dedicated AWS partner focused on helping customers
maximize the potential of their AWS environments. The company’s mission is to
ensure customers only pay for what they truly need while getting the most value
out of their cloud infrastructure. With a strong focus on cost efficiency, best
practices, and governance, Cloudya provides Well-Architected Reviews, cost
optimization, and AWS funding assistance to ensure each customer’s setup is
secure, scalable, and optimized for performance.

Initially, Cloudya has focused on the Norwegian market, and part of the growth
plan is to expand into other European countries and broaden its service offering
to include cloud security, automation, and FinOps.
Since inception, the company has reached over NOK 23 million in ARR spread
across 35 customers. Cloudya expects to reach NOK 40 million ARR next year, with
a single-digit net margin and a goal of achieving neutral cash flow by the end
of 2026. The company is debt free.

2025 marks a milestone year for Cloudya. The company has been approved as one of
the few official Launch Partners for the AWS European Sovereign Cloud (ESC),
highlighting its technical expertise and commitment to compliance. Cloudya was
also named winner of Arrow’s AWS Distribution-Led Partner Prospecting League
(DPL), recognizing its outstanding commercial performance, and recently became
an approved Trend Micro MSP/Reseller Partner, strengthening its cybersecurity
and 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 connection
with this Transaction.

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