Combination of Lifeline SPAC I and Canatu

Lifeline SPAC I Plc (“Lifeline SPAC I”), listed on the SPAC segment of Nasdaq Helsinki Ltd’s (“Nasdaq Helsinki”) regulated market, and shareholders of Canatu Oy (“Canatu” or the “Company”, and shareholders and option holders of Canatu, the “Sellers”) have today concluded a share exchange agreement whereby Lifeline SPAC I acquires all shares, option rights, and other rights exchangeable to shares in Canatu (the “Combination”) by way of a directed share issue consisting of Lifeline SPAC I’s new shares to form a combined company (the “Combined Company”).

About Canatu

Canatu is a deep technology company developing advanced carbon nanotubes (“CNTs”) and related products and manufacturing equipment for the semiconductor (the “Semiconductor”), automotive (the “Automotive”) and medical diagnostics (the “Medical”) industries. These industries require extremely high-quality CNTs and offer Canatu strong growth and profitability potential. Canatu’s versatile platform technology has broad potential applications, with a current core spanning from CNT membranes for extreme ultraviolet (“EUV”) lithography in Semiconductor to film heaters for advanced driver-assistance systems (“ADAS”) in Automotive, and with electrochemical sensors in Medical being in development phase. Canatu uses a patented Dry DepositionTM methodology in manufacturing CNTs, which yields high-purity and strong CNTs.

Canatu was founded in 2004 as a spin-off from Aalto University’s Nanomaterials Group by four senior scientists specialising in materials, characterisation, and aerosol technologies. The Company has currently 127 employees representing over 30 nationalities, with approximately 20 per cent holding doctorates or being doctoral candidates. Canatu holds 188 patents and patents pending across 38 distinct families.

Canatu operates through two business models. First, the Company uses its proprietary CNT reactors to develop and manufacture advanced CNT products. Second, the Company sells its proprietary CNT reactors and licenses its related technology, allowing customers to produce advanced CNT products themselves under a limited license and Canatu to incur both fixed reactor sales net turnover and material recurring net turnover through royalties and non-discretionary consumables.

Canatu is experiencing rapid growth, with a compound annual growth rate of 108 per cent from 2020 to 2023. In 2023, Canatu’s net turnover was EUR 13.6 million and EBIT EUR -0.6 million, with approximately 80 per cent of its net turnover coming from customers in Semiconductor and approximately 20 per cent from Automotive customers. Canatu anticipates continued growth in 2024, forecasting its net turnover for the 2024 financial year to range between EUR 20 million and EUR 25 million. Based on the management’s estimate, the Company’s net turnover in H1/2024 ranges between EUR 10.5–11.5 million.

The Combined Company targets a revenue of over EUR 100 million and an EBIT margin (adjusted for goodwill amortisations under laws and regulations governing the preparation of financial statements in Finland) (the “Finnish Accounting Standards” or “FAS”) of over 30 per cent in 2027 (the “Long-Term Financial Targets”).

About Lifeline SPAC I

Lifeline SPAC I is a Finnish Special Purpose Acquisition Company founded for corporate acquisitions. It raised gross proceeds of EUR 100 million in its initial public offering in October 2021. Lifeline SPAC I’s strategy primarily consists of recognising an unlisted company with high growth potential in the technology sector and merging with it. Lifeline SPAC I’s target segments include, for example, enterprise software, health technology, climate technology, and digital consumer credit products and services, as well as robotics and equipment. These technology segments are globally extensive, and they also share very strong growth prospects. The members of Lifeline SPAC I’s Board of Directors and the Management Team as well as the sponsors have an extensive network of contacts, augmented with experience in the financing and development of growth companies within the field of technology.

Preliminary schedule

The schedule presented below is preliminary and subject to change.

2 August 2024: Lifeline SPAC I publishes a company description containing detailed information about the Combination
2 August 2024: Lifeline SPAC I convenes the EGM
August 2024: Capital Markets Day
23 August 2024: Lifeline SPAC I’s EGM
23 August – 5 September 2024: Period during which the redemption of Series A shares must be requested in accordance with the Articles of Association
16 September 2024: Completion of the Combination
17 September 2024: Listing on the First North Growth Market
23 September 2024: Record date of the investor warrants

Materials