Beyond Frames Entertainment enters into a letter of intent with Corvenia regarding a reverse acquisition

The Board of Directors of Beyond Frames has conducted a strategic review of the Company's operations and future direction. Following this review, the Board intends to seek a new principal business for the Company through a reverse acquisition, while retaining the listing on Spotlight Stock Market. As part of this process, the Company has entered into the letter of intent with Corvenia. If the transaction is completed, Corvenia's operations will constitute the listed group's new principal business, and a continued review of the Company's existing operations will be carried out.

Corvenia develops an AI-based platform for group management that connects to groups' existing ERP systems and consolidates financial data at transaction level, without extensive IT projects or the need for external consultants. Even before the commercial launch, Corvenia is establishing real-time consolidation for more than 120 companies, with integrations with a range of different ERP systems in seven countries. The planned transaction is in line with Corvenia's growth plan.

"Corvenia is a very interesting company with a scalable platform that addresses a clear need among complex corporate groups. We believe the transaction has the potential to create significant long-term value for Beyond Frames' shareholders by giving them exposure to a AI company with international ambitions," says Ace St Germain, CEO of Beyond Frames.

"This is an important step for Corvenia and comes at a time when we are seeing growing interest from customers. We have global ambitions for Corvenia, and this transaction gives us a platform to further accelerate growth. Even before our commercial launch, we are establishing real-time consolidation for more than 120 companies, with integrations with a range of different ERP systems in seven countries, entirely without extensive IT projects or the need for external consultants." says Bård Myrstad, CEO and co-founder of Corvenia.

Corvenia's operations and platform
Development of the AI solutions that today constitute Corvenia began in 2025 in Corvenia AS, with the aim of creating value for the finance function in complex group structures, not only through better insight, but by reducing risk and transforming consolidation from a demanding and costly process into a simple task. The company was built on a clear thesis: groups with multiple legal entities deserve financial management that actually works across the entire structure, without spreadsheets, months of implementation, or tools that only deliver consolidated reports after the fact.

Operations are currently conducted through Corvenia AB, which was formed in 2026 as the parent company of the group in connection with the relocation of the business from Norway to Sweden, and the Norwegian subsidiary Corvenia AS, formed in 2025, where the platform has been developed. The group is headquartered in Stockholm, with offices in Oslo and Pune, India, and currently has 16 employees.

The platform is operational and is used by paying customers for real-time consolidation of more than 120 companies in the Nordic region, with integrations with a range of different ERP systems in seven countries. The broader Nordic commercial launch is planned for October 2026. Corvenia is therefore at an early commercial stage and does not yet have material revenue. During the development phase, the business has, as expected, reported losses, mainly attributable to development costs, and has been financed through capital contributions from founders and external investors. The company expects the business to reach profitability during 2027.

About the transaction
The proposed transaction entails Beyond Frames acquiring all shares in Corvenia from Corvenia's shareholders. Corvenia's principal shareholders, who together hold approximately 60 percent of the shares in Corvenia, have entered into the letter of intent and undertaken to work to ensure that Corvenia's other shareholders participate in the transaction on the same terms.

The purchase price will be paid through newly issued shares in Beyond Frames (the "Consideration Shares"). Under the letter of intent, Corvenia's shareholders will hold approximately 75 percent and Beyond Frames' existing shareholders approximately 25 percent of the total number of shares and votes in the Company following the transaction. This ownership distribution is calculated after registration of the new share issue in Beyond Frames announced on 25 August 2026 and expected to be completed on 17 September 2026.

Conditions for completion of the transaction
The letter of intent is non-binding with respect to completion of the transaction, except for customary provisions concerning, among other things, exclusivity and confidentiality. Completion of the transaction is conditional, among other things, upon the parties completing due diligence with satisfactory results; the parties negotiating and entering into a final binding share purchase agreement; the Board of Directors and general meeting of Beyond Frames adopting the necessary resolutions, including resolutions on the issue of the Consideration Shares, amendment of the articles of association and election of a new Board of Directors; Spotlight Stock Market approving the continued listing of the Company's shares following the listing review; and all other necessary governmental and regulatory approvals being obtained.

Discussions between the Board of Directors of Beyond Frames and Corvenia's principal shareholders have been constructive, and both parties see potential for significant value creation in the combined business.

Preliminary timetable
The parties intend to complete due diligence and enter into a binding share purchase agreement in November 2026. The application for a listing review by Spotlight Stock Market and the notice convening an extraordinary general meeting of Beyond Frames are also intended to be submitted and published, respectively, during November 2026. Subject to all conditions being fulfilled, the transaction is expected to be completed during the fourth quarter of 2026. The timetable is preliminary and may be subject to change.

For further information, please contact

Ace St Germain, CEO, Beyond Frames Entertainment AB (publ)
Email: ace.stgermain@beyondframes.com

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