Hexagon announced that its potential spin-off company, Octave Intelligence Limited, publicly filed a Registration Statement on Form 10 under the U.S. Securities Exchange Act of 1934 with the U.S. Securities and Exchange Commission. The planned separation is intended to establish Octave as a focused, independent software and SaaS company dedicated to operational intelligence across mission-critical industrial and public sector environments.
The Registration Statement provides detailed information on Octave’s business, management and historical combined financial statements with “carve-out” financials prepared using the “transaction perimeter approach” basis of presentation, as well as information related to the anticipated spin-off.
A copy of the Registration Statement is available for review at sec under the name Octave Intelligence Limited. The Registration Statement will be updated with additional information in subsequent amendments as further information on the spin-off is finalised.
When reviewing Octave’s Registration Statement, investors should be aware that the main difference in the historical “carve-out” financial information for Octave in the Registration statement compared to Hexagon’s current segment reporting for the Octave business is that Octave historical “carve-out” financial information in the Registration Statement is prepared in accordance with U.S. GAAP, instead of IFRS. Further, the Octave historical “carve-out” financial information includes a pro-forma re-allocation to Octave of a portion of Hexagon’s historical corporate and other costs, thus including some (but not the full) cost of Octave as a stand-alone company.
Hexagon anticipates that completion of the potential spin-off and trading in Octave shares will begin in the late part of the second quarter of 2026 with stock exchange listings on the Nasdaq Global Select Market in New York and Nasdaq Stockholm. Completion of the spin-off is subject to market, regulatory and certain other conditions, including approval by the Board and the general meeting of Hexagon, effectiveness of the Registration Statement, and approvals by the stock exchanges relating to the listings. Further updates regarding the spin-off will be made by Hexagon in due course.
