Circus SE successfully completes cash capital increase with subscription rights

NOT FOR PUBLICATION, DISTRIBUTION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

Circus SE successfully completes cash capital increase with subscription rights

Hamburg, Germany, 6 June 2025 – Circus SE has successfully completed its cash capital increase with subscription rights. A total of 1,168,202 new no-par-value bearer shares were placed as part of a pre-placement, the subscription offer published in the German Federal Gazette (Bundesanzeiger) on 15 April 2025 and a rump placement at a subscription price of EUR 16.00 per share. The share capital of EUR 22,620,000 will thus increase to EUR 23,788,202 after registration of the implementation of the capital increase.

The total issue volume amounts to approx. EUR 18.7 million. The net proceeds from the capital increase will be used to accelerate industrialization and large-scale production of the CA-1 embodied AI system with global partners, as well as for general corporate purposes.

Hauck Aufhäuser Investment Banking acted as Sole Global Coordinator on the cash capital increase with subscription rights.

Contact:

Circus SE
Fabian Becker, CFO
Hongkongstrasse 6
20457 Hamburg
ir@circus-group.com

Important information

This announcement does not contain an offer or solicitation of an offer to buy or subscribe for any securities. The securities have already been sold. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent such registration, except pursuant to an exemption from or in a transaction.  that is not subject to the registration requirements of the Securities Act. For purposes of U.S. law, the securities referred to herein will be offered only to persons who are reasonably believed to be qualified institutional purchasers in accordance with Rule 144A under the Securities Act and, outside the United States, only to certain non-U.S. investors pursuant to Regulation S. Subject to certain exceptions, the securities referred to herein may not be offered in Australia,  Canada or Japan or to, or for the account or benefit of, nationals, residents or citizens of Australia, Canada or Japan. The offer and sale of the securities referred to herein have not been, and will not be, registered under the applicable securities laws of Australia, Canada or Japan. There will be no public offering of the securities.