{"url_path":"/sec/octv/8-k/2026-05-12/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2083632/0001628280-26-033950-index.html","accession_number":"0001628280-26-033950","cik":"0002083632","ticker":"OCTV","issuer_name":"Octave Intelligence plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2083632/0001628280-26-033950-index.html","primary_entity_key":"0002083632","primary_entity_name":"Octave Intelligence plc"},"word_count":631,"has_tables":true,"body_markdown":"Item 8.01.    Other Events.\n\nThe Company previously filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form 10, initially filed with the SEC on February 11, 2026 (as amended, the “Registration Statement”), relating to the distribution by Hexagon AB (“Hexagon”) to holders of its Class A Shares and Class B Shares (together, “Hexagon Shares”) of all of the issued share capital of the Company, consisting of Class A Ordinary Shares and Class B Ordinary Shares (together, “Octave Shares”) (the “Distribution”).\n\nOn May 12, 2026, the Registration Statement was declared effective by the SEC. The Registration Statement includes a preliminary information statement that describes the Distribution and provides important information regarding the Company’s business and management. The final information statement, dated May 12, 2026 (the “Information Statement”), is attached hereto as Exhibit 99.1.\n\nAs further described in the Information Statement, subject to the satisfaction or waiver of certain conditions, the Distribution is expected to be completed at 1:30 p.m., Stockholm time, on May 22, 2026 (the “Distribution Date”). Octave Shares will be distributed to holders of record of Hexagon Shares as of May 22, 2026, which will be the record date for the Distribution. As a result of the Distribution, on the Distribution Date, each holder of Hexagon Shares will receive one (1) Octave Class A Ordinary Share for every ten (10) Hexagon Class A Shares and one (1) Octave Class B Ordinary Share for every ten (10) Hexagon Class B Shares in each case held on the record date. The Octave Shares will be delivered to holders of record, other than holders of Octave Class A Ordinary Shares and affiliates of Hexagon, in the form of Swedish Depository Receipts each representing one (1) Octave Class B Ordinary Share (“Octave SDRs”).\n\nThe Company has also prepared a prospectus regarding the admission to trading on Nasdaq Stockholm AB (“Nasdaq Stockholm”) of the Octave SDRs. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority.\n\nThe first day of “when-issued” trading in Octave Class B Ordinary Shares on the Nasdaq Stock Market in New York (“Nasdaq New York”) is expected to be May 21, 2026.\n\nThe first day of “regular-way” trading in Octave SDRs on Nasdaq Stockholm is expected to be May 25, 2026, and delivery of Octave SDRs is expected to occur on May 26, 2026.\n\nThe first day of “regular-way” trading in Octave Class B Ordinary Shares on Nasdaq New York is expected to be May 28, 2026.\n\nForward-Looking Statements\n\nThis Current Report on Form 8-K (“Report”) contains forward-looking statements, including with respect to the Distribution, timing of “regular-way” trading and other matters. When used in this Report, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project” and “will” are intended to identify forward-looking statements. They may involve risks and uncertainties, including technological advances, product demand and market acceptance, regulatory approvals or other requirements, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements\n\nreflect the views of Octave’s management as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by Octave’s management and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. Octave disclaims any intention or obligation to update these forward-looking statements. Forward-looking statements are not guarantees of future performance and the actual results of Octave’s operations and the development of the markets and the industry in which Octave operates or other outcomes suggested by such forward-looking statements may differ materially from those described in, or suggested by, the forward-looking statements contained in this Report."}