Press release from 09.12.2025 for $CA1 (-6.65%) I had to think for a moment about which book they want to build now.... sometimes German is funny and bookbuilding sounds better 😉😇.
Munich, Germany, December 9, 2025 - The Board of Directors of Circus SE decided today to implement a capital increase using part of the existing authorized capital 2025 and without existing shareholder subscription rights. The share capital of Circus SE is to be increased by up to EUR 2,418,820.00, which corresponds to approximately 10% of the current share capital. The capital increase will be carried out by issuing up to 2,418,820 new bearer shares (the "New Shares"). As a result, the share capital of Circus SE will be increased from EUR 24,188,202.00 to up to EUR 26,607,022.00 if all New Shares are issued.
The new shares are to be offered to qualified investors in a private placement utilizing an accelerated book building process exempt from the obligation to publish a prospectus pursuant to Regulation (EU) 2017/1129, which will be launched immediately following this announcement and may be completed in the short term.
As part of the transaction, Circus SE has agreed to a 90-day lock-up, subject to customary exemptions. In addition, existing shares held by founders, shareholders and members of the Executive Board and Board of Directors, representing approximately two-thirds of the current share capital, will be subject to a lock-up period until September 23, 2028.
Nikolas Bullwinkel, CEO of Circus SE, Fabian Becker, CFO of Circus SE, as well as several other members of the Management Board and existing shareholders have entered into irrevocable undertakings to acquire new shares in the capital increase.
The number of new shares to be issued and the placement will be determined after completion of the accelerated bookbuilding process and is expected to be announced on December 10, 2025. The commencement of trading of the new shares on the open market of the Munich Stock Exchange is expected to take place on or around December 15, 2025. Delivery of the new shares against payment of the placement price is also expected on December 15, 2025.
The net proceeds from the capital increase will be used to accelerate the mass production and delivery of its Embodied AI system CA-1 to its global customer base and for general corporate purposes. The additional growth capital from the capital increase is expected to lead to an acceleration of revenue growth over the next 12 months.
Cantor is acting as sole global coordinator and joint bookrunner and Baader is acting as joint bookrunner in connection with the private placement.
