OCTV · Octave Intelligence plc Class B Ordinary Shares

This 8-K filing marks a critical milestone in Octave Intelligence plc's planned separation from Hexagon AB, with Item 5.03 disclosing the amendment and restatement of Octave's Articles and Memorandum of Association to facilitate the spin-off, filed as Exhibit 3.1. The updated governance documents, detailed extensively in the exhibit, include comprehensive provisions on director nominations (Articles 180-237), business transactions with interested persons (Articles 265-269), and other corporate governance matters tailored for Octave's standalone operations as an Irish public limited company. Item 8.01 provides the pivotal update that the SEC declared Octave's Form 10 registration statement effective on May 12, 2026, clearing the path for the tax-free distribution. The Distribution will deliver all of Octave's issued share capital pro rata to Hexagon shareholders of record on May 22, 2026, with non-affiliate Class B holders receiving Swedish Depository Receipts (SDRs). Trading timelines are specified: when-issued trading on Nasdaq New York begins May 21, regular-way trading of SDRs on Nasdaq Stockholm starts May 25, and Octave Class B shares on Nasdaq New York commence May 28. Exhibit 99.1, the Information Statement, elaborates on Octave's business comprising Hexagon's ALI, SIG, ETQ, and Bricsys units, financials, risk factors, and tax consequences. This positions Octave for independent listing under 'OCTV,' unlocking focused growth in asset lifecycle software while Hexagon refines its core measurement technologies portfolio. Investors should note forward-looking statements on trading timelines and the Distribution's completion, subject to conditions, with potential volatility in initial trading.