Acquisition of Debet AS

Done.ai has entered into a definitive agreement to acquire Debet AS, the company behind the fast-growing invoicing platform Debet.no. The company currently serves approximately 4,700 paying customers and has over 45,000 registered users.

Debet.no is known for its lightweight and user-friendly platform, offering SMEs a simple, efficient, and cost-effective way to manage invoicing and payments. With this acquisition, Done.ai gains direct access to a broad and active SME user base in Norway.

As part of the post-acquisition strategy, Done.ai will make invoicing tools available for free, accelerating customer acquisition and upselling of higher-margin fintech and SaaS services. These services include embedded financial solutions such as deferred payments, treasury automation, factoring, and SME banking, as well as a full suite of business modules covering CRM, accounting, HRM, marketing, and MRP.

Done.ai's modular, API-first architecture enables SMEs to manage their entire value chain, from marketing and customer onboarding to invoicing and accounting, in a single, AI-powered environment. The integration of Debet.no strengthens Done.ai's distribution pipeline and significantly enhances its ability to scale fintech services across the Norwegian SME market.

Expected annual revenue in 2025 from Debet is NOK 6 million with profitable EBITDA. Debet will play a strong role in Done.ai's fintech distribution strategy and cross-selling of services within accounting, payroll, and other Done.ai modules.

"Debet gives us direct reach into thousands of small businesses that actively use digital tools. It's a highly strategic acquisition that supports our core ambition to become the go-to financial and operational platform for SMEs, combining invoicing, ERP, banking, CRM, marketing, and AI into one intelligent ecosystem.", says Staffan Herbst, CEO, Done.ai

Debet AS is wholly owned by R-Venture AS, the majority shareholder of Done.ai, thereby classifying the transaction as a related-party transaction under applicable regulations. The acquisition was conducted at arm's length and on market terms, using the same SaaS revenue multiples consistently applied in Done.ai's prior software transactions, and aligned with prevailing Nordic benchmarks.

Acquisition of Fullstakk Marketing AS

Fullstakk Marketing AS is a top-tier Norwegian growth agency specializing in digital marketing, with 2024 revenue of NOK 37 million and expected 2025 revenue of NOK 43 million, alongside an expected EBITDA of NOK 5 million in 2025.

This acquisition significantly enhances Done.ai's offering in marketing tech, complementing its earlier acquisition of WeAssist AS and strengthening its CRM and customer engagement strategy.

Done.ai's Chairman, Ståle Risa, also serves as Chairman of Fullstakk Marketing AS. To ensure proper governance and avoid any conflict of interest, he formally recused himself from all deliberations and decisions related to the transaction. Done.ai is acquiring a 65% stake in Fullstakk Marketing AS from R-Venture AS, classifying the transaction as a related-party transaction. The remaining 35% will be retained by the founders and key employees, who remain fully incentivized to continue driving profitable growth. The transaction was conducted at arm's length and on market terms, with a valuation aligned to the precedent set in Done.ai's earlier service business acquisitions, including WeAssist AS.

"Fullstakk Marketing brings exceptional marketing capabilities and strong synergies with WeAssist. Combined, they strengthen our vision to offer a complete AI-powered business platform for SMEs, including web, CRM, and marketing automation.", says Staffan Herbst, CEO, Done.ai

Acquisition of Jcloud AS

Jcloud AS is a Norwegian provider of fully automated hosting solutions for WordPress websites and WooCommerce web shops, with a strong focus on performance, uptime, and ease of use for SMEs. They offer a robust cloud-based infrastructure, delivering scalable, secure, and high-performance websites and online stores. All services are tightly integrated with leading ERP systems, including 24SevenOffice, enabling seamless e-commerce and operational workflows.

This acquisition enhances Done.ai's infrastructure and e-commerce capabilities and strengthens its ability to offer end-to-end business solutions, from web hosting and online sales to invoicing, ERP, and CRM. Jcloud's automated platform complements Done.ai's modular architecture and supports faster onboarding of SMEs with turnkey solutions for online growth. Jcloud's technology has strong synergies with the rest of the AI marketing and tech unit of Done.ai. Expected annual revenue 2025 from Jcloud AS is NOK 4.5 million with profitable EBITDA.

Staffan Herbst, CEO of Done.ai, comments:

"Jcloud adds a key piece to our infrastructure for how we support SMEs online - from website to checkout, fully integrated with finance and logistics. It's a natural extension of our platform and aligns with our strategy to deliver speed, automation, and full control from day one."

Transaction Structure

The combined consideration for the three acquisitions amounts to approximately NOK 61.8 million, of which NOK 30.9 million will be paid in cash at closing and NOK 30.9 million will be structured as seller credit, intended to be converted to shares in Done on the below terms.

Each transaction follows the same structure:

●        50% of the purchase price is payable in cash at completion and

●        50% is issued as a seller credit, convertible into shares in the Company by 30 November 2025 upon the Company's written notice. The conversion price per share shall be the higher of SEK 16 and the 5-day VWAP, calculated from the day the notice was given and the four preceding trading days.

Should the credit not be converted to shares within 30 November 2025, R-Venture may by giving the Buyer written notice, demand that the credit is converted to consideration shares. Upon receiving such notice, the Buyer may (in its discretion), decide whether the credit shall be settled by a cash payment or by way of issuance of consideration shares equal to a price of the 5-day VWAP calculated from the day the notice was given and the four following trading days.

The breakdown is as follows:

●        Debet AS: Total consideration of NOK 18 million

●        Fullstakk Marketing AS (65% stake): Total consideration of NOK 32.5 million

●        Jcloud AS: Total consideration of NOK 11.3 million

This structure mirrors previous Done.ai acquisitions and reflects a capital-efficient model that supports long-term alignment with founders and key employees, many of whom prefer a substantial equity component to remain incentivized and integrated post-acquisition.

The acquisitions of Debet AS and Fullstakk Marketing AS constitute related-party transactions and completion of the transactions are therefore subject to shareholder approval at an upcoming general meeting. All transactions are expected to close shortly thereafter.

Strategic Outlook

These acquisitions further advance Done.ai's strategy to build a fully integrated, AI-powered platform for SMEs; combining invoicing, banking, accounting, HRM, CRM, marketing, and MRP in a single, seamless environment. Upon completion, Done.ai's pro forma revenue will exceed SEK 350 million. With continued robust deal flow and disciplined M&A execution, Done.ai is well positioned to continue scaling through both organic growth and strategic acquisitions.

Forward-looking statements

This announcement contains forward-looking statements that reflect the company's current views with respect to future events. Actual results may differ materially due to various risks and uncertainties.