Octave Intelligence plc 8-K

What Happened

• Octave Intelligence plc (OCTV) filed a Current Report on Form 8‑K on May 12, 2026, reporting that the SEC declared its Form 10 registration statement effective. The Form 10 relates to the planned distribution by Hexagon AB of all issued share capital of Octave (the “Distribution”).
• The Distribution is expected to be completed at 1:30 p.m. Stockholm time on May 22, 2026 (record date: May 22, 2026). Each Hexagon shareholder will receive 1 Octave Class A Ordinary Share for every 10 Hexagon Class A Shares and 1 Octave Class B Ordinary Share for every 10 Hexagon Class B Shares held on the record date. Most recipients will receive their Octave interest in the form of Swedish Depository Receipts (Octave SDRs) representing one Octave Class B Ordinary Share.
• Octave amended and restated its Articles and Memorandum of Association in connection with the Distribution; the revised governing documents and the Information Statement (dated May 12, 2026) are filed as exhibits to the 8‑K.

Key Details

• Registration statement declared effective by the SEC: May 12, 2026; final Information Statement dated May 12, 2026 filed as Exhibit 99.1.
• Distribution expected completion (and record date): May 22, 2026 at 1:30 p.m. Stockholm time.
• Distribution ratio: 1 Octave Class A per 10 Hexagon Class A; 1 Octave Class B per 10 Hexagon Class B.
• Trading timeline (expected): when‑issued trading on Nasdaq New York begins May 21, 2026 (Octave Class B); first regular‑way trading on Nasdaq Stockholm (Octave SDRs) expected May 25, 2026 with delivery May 26, 2026; first regular‑way trading on Nasdaq New York (Octave Class B) expected May 28, 2026.
• Prospectus for Nasdaq Stockholm admission approved and registered by the Swedish Financial Supervisory Authority; Articles and Memorandum filed as Exhibit 3.1.

Why It Matters

• Hexagon is spinning off Octave, creating a newly independent, publicly listed company; Hexagon shareholders will receive Octave shares proportionally based on the 1-for-10 ratio.
• The SEC effectiveness, Swedish FSA approval of the prospectus, and listed trading dates set the timetable for when Octave shares/SDRs will be tradable and delivered, which affects liquidity and the ability of investors to buy or sell Octave securities.
• Investors should review the Information Statement and prospectus (filed as exhibits) for details on Octave’s business, financials, risk factors, and any tax or ownership implications before trading. The filing includes forward‑looking statements and cautions that actual results may differ.