Done.ai Group AB: Strategic Acquisitions and Capital Flexibility Unlock Fintech Synergies

The rapid evolution of the SME SaaS market has positioned Done.ai Group AB (NASDAQ: DONE) as a pivotal player in the Nordic tech ecosystem. Through its recent acquisitions of Debet AS and Fullstakk Marketing AS, coupled with a meticulously structured directed share issuance, the company is advancing its vision of becoming an AI-native fintech platform. These moves, while involving related-party transactions, are designed to align shareholder interests, mitigate risks, and accelerate growth. Here's why the July 10 EGM shareholder vote could be a pivotal moment for unlocking value.

Acquisition Strategy: Building a Fintech Ecosystem

Done.ai's acquisitions of Debet (invoicing software) and Fullstakk (digital marketing) are not mere bolt-ons but strategic moves to create an integrated SME ecosystem. Debet's 4,700 paying customers and 45,000 users provide a direct channel for cross-selling embedded financial services (e.g., deferred payments, treasury automation) and SaaS modules like CRM and accounting. Fullstakk's 2025 revenue of NOK 43 million and its digital marketing expertise bolster Done.ai's AI-driven marketing capabilities, aligning with prior acquisitions like WeAssist AS.

The dual-currency mechanism in vendor notes is a standout feature. Consideration for both deals is split 50/50 between cash and seller credits convertible into shares by November 30, 2025. The conversion price is set as the higher of SEK 16 or a 5-day VWAP around the conversion date. This structure ensures sellers are incentivized to see Done.ai's share price rise (thereby increasing their equity stake) while capping potential overpayment if the stock underperforms. The SEK 16 floor acts as a safety net for Done.ai, preventing dilution from sudden price drops.

Capital Structure: Liquidity Preservation and Shareholder Alignment

The June 2025 directed share issuance raised SEK 80 million, diluting existing shareholders by ~7.8% but preserving cash for strategic initiatives. Crucially, this issuance qualified as a “Relevant Issue,” enabling settlement of SEK 138.6 million in M&A purchase prices via shares rather than cash. The lock-up agreements—prohibiting insider sales for 90 days post-issuance—mitigate short-term volatility, signaling confidence in the company's trajectory.

The board's authorization to issue up to 15% of shares further underscores strategic flexibility. This capacity to raise capital quickly, combined with minimal debt (no explicit borrowings noted), positions Done.ai to capitalize on acquisition opportunities without over-leveraging.

Governance Safeguards: Mitigating Related-Party Risks

While the transactions involve R-Venture AS (a related party holding 68.9% of Done.ai), governance measures ensure arm's length fairness. The Fullstakk deal excluded Done.ai's Chairman Ståle Risa (who previously held roles at Fullstakk) from voting, and valuations were benchmarked against market terms. The July EGM requires majority approval for the acquisitions, excluding R-Venture's shares, to satisfy regulatory scrutiny.

Valuation Rationale and Growth Potential

Pro forma revenue post-acquisition exceeds SEK 350 million, with organic growth (23% in Q1 2025) complementing M&A contributions. The fintech sector's tailwinds—particularly in SME digital transformation—are bolstered by Done.ai's API-first architecture, which enables seamless integration of new services like embedded spend management (launching Q3 2025).

Investment Thesis

Approve the July EGM resolutions, and Done.ai becomes a clearer play on AI-driven SME SaaS integration. The strategic acquisitions, combined with a capital structure that balances dilution and liquidity, create a flywheel effect: more customers → more data → better AI tools → higher retention and upselling. Risks include macroeconomic pressures on SMEs and integration execution, but the governance safeguards and valuation discipline reduce tail risks.

Final Analysis

Done.ai's moves reflect a disciplined approach to scaling its fintech platform. The related-party transactions, while requiring scrutiny, are structured to align seller and shareholder interests through equity incentives and risk-mitigation clauses. With shareholder approval, the company is well-positioned to capitalize on its ecosystem play. For investors seeking exposure to Nordic SaaS innovation, Done.ai offers a compelling risk-reward profile—if the EGM greenlights its vision.

Recommendation: Buy, with a 12-month price target of SEK 22 (implying a ~50% upside from current levels). Monitor the July EGM outcome and post-acquisition integration progress closely.