Relationships with debuts

New listing of NO GRAVITY DEVELOPMENT S.A. on NewConnect

The company NO GRAVITY DEVELOPMENT S.A. was newly listed on NewConnect on 9 April 2024.

NO GRAVITY DEVELOPMENT S.A. is the 356^th company listed on NewConnect and the second new listing on NewConnect in 2024.

Key information

*based on the reference price equal to PLN 4.04

Issuer’s history and business

The Issuer was established as a result of the transformation of the limited liability company No Gravity Development sp. z o.o. into the joint-stock company No Gravity Development S.A. carried out under Resolution No. 1 of the Extraordinary Meeting of Shareholders of No Gravity Development sp. z o.o. of 14 October 2020.

The transformation of the Issuer was registered on 15 January 2021.

The legal predecessor of the Issuer, No Gravity Development sp. z o.o., previously operating under the name Fat Dog Development sp. z o.o., was established in September 2018. From the outset, the company’s objective was to develop computer game ports (i.e. porting from one hardware platform to another).

The Company’s share capital amounts to PLN 109,900 and is divided into 1,099,000 series A bearer shares with a nominal value of PLN 0.10 each.

Issue of series A shares

Legal basis of the issue: Resolution of the Extraordinary Meeting of Shareholders of the legal predecessor of 14 October 2020 on transformation of a limited liability company into a joint stock company.

Number of shares: 1,099,000

The shares were taken up by the shareholders of No Gravity Development sp. z o.o.

History of the share capital

At the incorporation of the legal predecessor of the Issuer, No Gravity Development sp. z o.o. (formerly: Fat Dog Development sp. z o.o.), all shares of the legal predecessor, i.e. 2,000 shares of the Issuer, were taken up by No Gravity Games S.A. with its registered office in Warsaw in exchange for a cash contribution; the issue price of each share was PLN 50.

The legal predecessor of the Issuer, No Gravity Development sp. z o.o., carried out two share capital increases. On each occasion, all the shares in the increased share capital were taken up by Find Funds S.A. as a result of two equity crowdfunding campaigns carried out on the FindFunds.pl platform in the period January – April 2019 and November 2019 – February 2020. The first campaign raised PLN 131.4 thousand and the second campaign raised PLN 300 thousand.

All the new shares paid for in both crowdfunding campaigns were taken up by Find Funds S.A. which then, at the request of the investors who participated in the campaigns, transferred these shares to the investors in exchange for a price corresponding to the issue price of the shares, with the entire price being paid and transferred to the Issuer’s legal predecessor in the crowdfunding campaigns. A total of 33 investors participated in the crowdfunding campaigns.

In those increases of the share capital of the Issuer’s legal predecessor, Find Funds S.A. took up and paid for:

• 73 new shares in exchange for a total cash contribution of PLN 131,400, meaning that the issue price of each share was PLN 1,800;
• 125 new shares in exchange for a cash contribution of PLN 300,000, meaning that the issue price of each share was PLN 2,400.

Due to the fact that the shareholders of the Issuer were granted 500 shares of the Issuer in exchange for each 1 share of the legal predecessor of the Issuer at the transformation of the legal predecessor of the Issuer into a joint-stock company, the above means that the issue price of:

• 1,000,000 shares issued in exchange for the shares created at the incorporation of the Issuer’s legal predecessor was PLN 0.10 for each share;
• 36,500 shares issued in exchange for the 73 shares taken up in the first crowdfunding campaign of the Issuer’s legal predecessor was PLN 3.60 for each share;
• 62,500 shares issued in exchange for 125 shares taken up in the second crowdfunding campaign of the Issuer’s legal predecessor was PLN 4.80 for each share.

By the date of filing the Information Document, a total of 30 investors made a request for the transfer of shares, for a total of 95,000 shares (equivalent to 190 shares of the Issuer’s legal predecessor), in performance of the preliminary agreements concluded as part of the crowdfunding campaigns on the FindFunds.pl platform. All the investors who made the request received the shares to which they were entitled, and FindFunds S.A. sold all the shares held by it that were taken up as a result of the crowdfunding campaigns described above, for which the investors made requests. The sale of shares by FindFunds S.A. to the persons who paid for the shares in the crowdfunding campaigns described above took place between 8 May 2020 and 15 September 2021.

In the period from 6 September 2018 to 15 January 2021, the shares of the Issuer’s legal predecessor were also sold by the shareholders of the Issuer and its legal predecessor. A total of 620 shares of the Issuer’s legal predecessor (corresponding to 310,000 shares of the Issuer) were sold, which were acquired by 28 persons.

To the best of the Issuer’s knowledge, no shares of the Issuer were sold by the Issuer’s shareholders after 15 September 2021.

Sale transactions

In the last 12 months preceding the date of the application for the introduction of the Shares to trading in the Alternative Trading System, the Issuer did not subscribe for and did not sell any financial instruments that are the subject of the application for introduction.

Shareholders

* the company’s shares are listed on NewConnect
 

Issuer’s selected financials (PLN):

* unaudited

Shares introduced to trading on NewConnect:

• 1,099,000 series A bearer shares.