Item 1A. Risk Factors
Item 1A. Risk Factors.
There have been no material changes in risk factors from those disclosed in the Information Statement section titled “Risk Factors,” which is incorporated herein by reference.
Item 6. Exhibits.
Exhibit Number Description
2.1 Distribution Agreement, dated as of May 22, 2026, by and between Hexagon AB and Octave Intelligence plc (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026). +
3.1 Articles and Memorandum of Association of Octave Intelligence plc (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2026). +
4.1 Form of General Terms and Conditions for Swedish Depository Receipts in Octave Intelligence plc (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed with the SEC on April 27, 2026). +
10.1 Tax Disaffiliation Agreement, dated as of May 22, 2026, by and between Hexagon AB and Octave Intelligence plc (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026). +
10.2 Employee Matters Agreement, dated as of May 22, 2026, by and between Hexagon AB and Octave Intelligence plc (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026). +
10.3 Master Transition Services Agreement, dated as of May 22, 2026, by and between Hexagon AB and Octave Intelligence plc (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026). +
10.4 Registration Rights Agreement, dated as of May 22, 2026, by and between Octave Intelligence plc and Melker Schörling AB (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026). +
10.5 Credit Agreement, dated April 27, 2026, by and between Hexagon AB, Octave Intelligence plc, Borrowers, Borrowing Subsidiaries, Lenders and Bank of America, N.A. (incorporated by reference to Exhibit 10.11 to the Company’s Amendment No. 3 to Form 10 filed with the SEC on April 27, 2026). +
10.6 Form of Deed of Indemnification entered into by Octave Intelligence plc for the benefit of certain individual directors and officers (incorporated by reference to Exhibit 10.4 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed with the SEC on April 27, 2026). +
10.7 Form of Indemnification Agreement between Intergraph Corporation and certain individual directors and officers (incorporated by reference to Exhibit 10.4 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed with the SEC on April 27, 2026). +
10.8 Form of Executive Employment Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed with the SEC on April 27, 2026). +
10.9 Executive Employment Agreement, dated as of March 22, 2026, by and between Mattias Stenberg and Intergraph Corporation D/B/A Octave (incorporated by reference to Exhibit 10.8 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed with the SEC on April 27, 2026). +
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10.10 Octave Intelligence plc Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed with the SEC on April 27, 2026). +
10.11 Octave Intelligence plc Employee Share Purchase Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed with the SEC on April 27, 2026). +
10.12 Form of Transaction Bonus Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026). +
10.13 Octave Intelligence plc Executive Annual Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026). +
31.1* Certification of CEO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended .
31.2* Certification of CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended .
32* Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover page formatted as Inline XBRL and contained in Exhibit 101
*Filed herewith
+Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Octave Intelligence plc
By: /s/ Mattias Stenberg
Date: June 4, 2026 Name: Mattias Stenberg
Title: Chief Executive Officer
(Principal Executive Officer)
By: /s/ Benjamin Maslan
Date: June 4, 2026 Name: Benjamin Maslan
Title: Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.