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 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.