Klarna Group plc美股招股说明书(2025-09-10版)

This is the initial public offering of ordinary shares of Klarna Group plc. We are offering 5,000,000 ordinary shares, and the selling shareholders identified in this prospectus (the“selling shareholders”) are offering an additional 29,311,274 ordinary shares in this offering. We will not receive any proceeds from the sale of ordinary shares by the sellingshareholders. Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price per ordinary share is $40.00.We have been approved to list ourordinary shares on the New York Stock Exchange (the “NYSE”) under the symbol “KLAR.” It is a condition to the closing of this offering that the ordinary shares offered hereby havebeen duly listed on the NYSE.Following the completion of this offering, we will have two classes of voting shares issued and outstanding: ordinary shares and B shares (“Class B shares”). Each ordinary share is entitled to one vote per share and to ratably participate in dividends that we may pay in the future as well as our assets remaining upon our liquidation, dissolution or winding up. EachClass B share will be entitled to ten votes per share but will have no dividend or other effective economic rights. We will issue one Class B share in the form of a bonus issue for eachordinary share to all of our shareholders who hold our ordinary shares immediately prior to the completion of this offering. We will not issue any Class B shares following this offering andour Class B shares are not transferable. Following certain transfers of interests in our ordinary shares by holders of our Class B shares or their affiliates, a related number of their ClassB shares will automatically convert into deferred shares, which have no voting or effective economic rights. Additionally, all Class B shares will automatically convert into deferred sharesafter 20 years from this offering and in certain other specified circumstances. Class B shares and deferred shares into which Class B shares may convert will not have any effectiveeconomic rights because they will not have a right to dividends and will participate in our liquidation, dissolution or winding up only after we distributed to holders of our share capital$10.0 million for each ordinary share and $5.0 million for each Class C share they hold, which we do not expect to occur. For five years following this offering, we may also issue Cshares (“Class C shares”). Our Class C shares can only be issued to Sebastian Siemiatkowski, our Co-Founder and Chief Executive Officer, and to certain related and affiliated personsof Mr. Siemiatkowski, their respective nominees and a depositary service. Each Class C share will be entitled to ten votes per share and to ratably participate in dividends and ourassets remaining upon our liquidation, dissolution or winding up but only to half the extent of one ordinary share (on a per share basis). We will not issue any Class C shares in thenumber that would make the voting rights corresponding to all such Class C shares outstanding at any time exceed 15% of the voting rights corresponding to all of our sharesoutstanding immediately prior to this offering. Our Class C shares cannot be transferred, other than in specified circumstances to certain related and affiliated persons of Mr.Siemiatkowski, their respective nominees and a depositary service. Class C shares will be redesignated into ordinary shares and deferred shares: (i) at the election of the holder; (ii) ifthey are transferred (other than in permitted circumstances); (iii) if Mr. Siemiatkowski and his related or affiliated persons cease to beneficially own the relevant Class C shares; (iv) if Mr.Siemiatkowski ceases to provide services to us; and (v) in other specified circumstances. Additionally, all Class C shares will automatically redesignate after 20 years from this offering.In each case, every two Class C shares will redesignate into one ordinary share and one deferred share. Class C shares can also be issued upon the exercise of options (“Class Coptions”) that may be granted to Mr. Siemiatkowski. Mr. Siemiatkowski may elect to acquire, in his discretion, either ordinary shares or Class C shares upon the exercise of such Class Coptions. For more information about our share capital, see the section titled “Description of Share Capital and Articles of Association” included elsewhere in this prospectus.We will not be considered a “controlled company” under the corporate governance rules of the NYSE as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the consummation of this offering. However, immediately following this offering, our current shareholders (whowill receive Class B shares in respect of their ordinary shares immediately prior to the completion of this offering) will hold 99.09% of the voting power of our outstanding ordinary sharesand Class B shares, with our